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Chaarat (AIM:CGH), the AIM-quoted gold mining company with an operating mine in Armenia, and assets at various stages of development in the Kyrgyz Republic, announces that an independent committee of Chaarat's board of directors (the "Board") has exercised its discretion to waive the requirement for a mandatory offer for the Company by Labro Investments Limited ("Labro") upon the acquisition of up to 9,000,000 ordinary shares of US$0.01 each in the Company ("OrdinaryShares") in the market, subject to such purchases being completed by 5.30pm UK time on 15 April 2022 and subject to receipt of all approvals required under the Company's share dealing code (the "Waiver").
Background to the Waiver
There is a provision in the Company's Articles of Association (Article 19) which states that the Board has the right to require any holder of more than 20% of the Ordinary Shares to make a mandatory offer to all the Company's shareholders to acquire their Ordinary Shares if they acquire an additional interest in any Ordinary Shares. The Board has previously exercised its discretion to waive the requirement for a mandatory offer when Labro (which holds more than 20% of the Ordinary Shares) has requested the acquisition of additional Ordinary Shares.
The Board most recently exercised the same discretion for the acquisition in the market of up to 10,000,000 Ordinary Shares by Labro (as announced on 5 August 2021). Labro acquired 9,988,076 Ordinary Shares pursuant to that waiver which expired on 31 December 2021.
Shareholding impacts of the Waiver
Labro currently holds:
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304,516,043 Ordinary Shares representing approximately 44.17 per cent of Chaarat's issued share capital; and
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a loan note for US$1,000,000 (the "LoanNote") convertible into 3,579,089 Ordinary Shares assuming full conversion of principal and interest to maturity on 31 October 2022.
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Chaarat's Executive Chairman, Mr Martin Andersson, who is indirectly beneficially interested in the majority of shares of Labro, is beneficially interested in 6,969,592 Ordinary Shares representing 1.01% of Chaarat's issued share capital. Mr Andersson also holds options to acquire 16,300,639 Ordinary Shares under the Company's 2019 management incentive plan.
If the maximum number of Ordinary Shares permitted to be purchased are acquired by way of the acquisition of existing Ordinary Shares in accordance with the Waiver, Labro's, Mr Andersson's and their combined shareholdings in the Company would be as follows:
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Undiluted*
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Diluted for Loan Notes*
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Fully diluted*
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Labro
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313,516,043
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45.48%
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317,095,132
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45.76%
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317,095,132
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44.71%
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Mr Andersson
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6,969,592
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1.01%
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6,969,592
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1.01%
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23,270,231
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3.28%
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Combined
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320,485,635
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46.49%
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324,064,724
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46.76%
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340,365,363
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47.99%
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*
Undiluted
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assumes 9m shares purchased subject to this waiver and no other issue of new Ordinary Shares, including on exercise of existing options or on conversion of any existing convertible loan notes.
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*
Diluted for Loan Notes
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assumes 9m shares purchased subject to this waiver and full conversion by Labro of the Loan Note principal and interest to maturity, no options to subscribe for Ordinary Shares exercised, no other convertible loan notes converted, and no other Ordinary Shares issued.
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*
Fully diluted
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assumes 9m shares purchased subject to this waiver and full conversion by Labro of the Loan Note principal and interest to maturity, no other convertible loan notes converted, the exercise in full by Mr Andersson of his existing share options, no other options to subscribe for Ordinary Shares exercised, and no other Ordinary Shares issued.
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