Form 8 (OPD) - Chaarat Gold Holdings Limited

RNS Number : 9016D
Chaarat Gold Holdings Ltd
24 October 2022
 

FORM 8 (OPD)

 

PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER

Rules 8.1 and 8.2 of the Takeover Code (the "Code")

 

1.  KEY INFORMATION

 

(a) Full name of discloser:

Chaarat Gold Holdings Limited

(b) Owner or controller of interests and short positions disclosed, if different from 1(a):

  The naming of nominee or vehicle companies is insufficient.  For a trust, the trustee(s), settlor and beneficiaries must be named.


(c) Name of offeror/offeree in relation to whose relevant securities this form relates:

  Use a separate form for each offeror/offeree

Chaarat Gold Holdings Limited

(d) Is the discloser the offeror or the offeree?

Offeror

(e) Date position held:

  The latest practicable date prior to the disclosure

21 October 2022

(f)  In addition to the company in 1(c) above, is the discloser making disclosures in respect of any other party to the offer?

  If it is a cash offer or possible cash offer, state "N/A"

No

 

 

2.  POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE

 

If there are positions or rights to subscribe to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 2(a) or (b) (as appropriate) for each additional class of relevant security.

 

(a)  Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates

 

Class of relevant security:

 

Ordinary Shares of US$0.01 par value

 

 

Interests

Short positions

Number

%

Number

%

(1) Relevant securities owned and/or controlled:

0

-

0

-

(2) Cash-settled derivatives:

 

0

-

0

-

(3) Stock-settled derivatives (including options) and agreements to purchase/sell:

0

-

0

-

 

  TOTAL:

0

-

0

-

 

All interests and all short positions should be disclosed.

 

Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

 

Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

 

(b)  Rights to subscribe for new securities

 

Class of relevant security in relation to which subscription right exists:


Details, including nature of the rights concerned and relevant percentages:


 

 

3.  POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER MAKING THE DISCLOSURE

 

Details of any interests, short positions and rights to subscribe (including directors' and other employee options) of any person acting in concert with the party to the offer making the disclosure:

Ordinary shares of US$0.01 each Chaarat Gold Holdings Limited ordinary shares of US$0.01 each held by the directors (and persons closely associated) of Chaarat Gold Holdings Limited:

Name

№ of Shares

%age

Martin Axel Christer ANDERSSON*

315,720,129

45.77%

Hussein BARMA

276,748

0.04%

Robert Duane BENBOW

1,379,844

0.20%

Robert Willem John EDWARDS

231,849

0.03%

Michael John FRASER

255,935

0.03%

Gordon Ferguson WYLIE

576,262

0.08%

Sanne Fiduciary Services Limited as Trustee of The Chaarat Gold Holdings Limited Employee Benefit Trust

1,070,194

0.15%

 

* Of the 45.78% held by Martin Andersson, 44.76% (# of shares) is held by Labro Investments Limited ("Labro"). The controlling interest of Labro is held by Kleber Private Trust Company Ltd as Trustee of The Kleber Trust of which Martin Andersson is the settlor and primary beneficiary.

 

Options (all of which have vested) to acquire ordinary shares of US$0.01 each in Chaarat Gold Holdings Limited held by directors and other employees of Chaarat Gold Holdings Limited:

Name

Grant Date

Exercise Price

Exercisable until

№ of Shares

Martin Axel Christer ANDERSSON

18-Sep-19

£0.42

18-Sep-24

16,300,639

Hussein BARMA

18-Sep-19

£0.42

18-Sep-24

592,751

Robert Duane BENBOW

18-Sep-19

£0.42

18-Sep-24

1,778,252

Robert Willem John EDWARDS

18-Sep-19

£0.42

18-Sep-24

592,751

Michael John FRASER

18-Jan-22

£0.42

18-Jan-27

5,000,000

Gordon Ferguson WYLIE

18-Sep-19

£0.42

18-Sep-24

1,185,501

Other employees

18-Sep-19

£0.42

18-Sep-24

21,092,043

 

Convertible loan notes maturing 31 July 2023 convertible into ordinary shares of US$0.01 each in the capital of Chaarat Gold Holdings Limited held by directors (and persons closely associated) of Chaarat Gold Holdings Limited (# assuming full conversion of principal and interest from 1 November 2022 to maturity):

Name

Principal amount of loan notes outstanding

%age of all loan notes outstanding

№ of shares arising on conversion at maturity #

Martin Axel Christer ANDERSSON (held by Labro)

US$1,463,744

5.09%

3,924,775

 

Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

 

Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

 

4.  OTHER INFORMATION

 

(a)  Indemnity and other dealing arrangements

 

Details of any indemnity or option arrangement, or any agreement or understanding, formal or informal, relating to relevant securities which may be an inducement to deal or refrain from dealing entered into by the party to the offer making the disclosure or any person acting in concert with it:

Irrevocable commitments and letters of intent should not be included. If there are no such agreements, arrangements or understandings, state "none"

 

None

 

 

(b)  Agreements, arrangements or understandings relating to options or derivatives

 

Details of any agreement, arrangement or understanding, formal or informal, between the party to the offer making the disclosure, or any person acting in concert with it, and any other person relating to:

(i)  the voting rights of any relevant securities under any option; or

(ii) the voting rights or future acquisition or disposal of any relevant securities to which any derivative is referenced:

If there are no such agreements, arrangements or understandings, state "none"

 

None

 

 

(c)  Attachments

 

Are any Supplemental Forms attached?

 

Supplemental Form 8 (Open Positions)

No

Supplemental Form 8 (SBL)

No

 

 

Date of disclosure:

24 October 2022

Contact name:

Frances Robinson

Telephone number:

+44 20 7499 2612

 

Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service.

 

The Panel's Market Surveillance Unit is available for consultation in relation to the Code's disclosure requirements on +44 (0)20 7638 0129.

 

The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk .

 

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