Grant of Concert Party waiver

RNS Number : 1044L

Chaarat Gold Holdings Ltd

20 December 2018

 

 The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014 ("MAR").

Not for release, publication or distribution to United States newswire services or for release, publication or dissemination in the United States and does not constitute an offer of the securities herein.        

This press release does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States or any other jurisdiction.  Any securities described in this press release have not been, and will not be, registered under the US Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration except in transactions exempt from, or not subject to, registration under the US Securities Act and applicable US state securities laws. There is no public offering of the securities in the United States expected. 

20 December 2018

Chaarat Gold Holdings Limited

("Chaarat", "Chaarat Gold" or "the Company")

Grant of Concert Party waiver

Chaarat (AIM:CGH) announces that the board (excluding Martin Andersson and Martin Wiwen-Nilsson) has exercised its discretion to waive the requirement for a mandatory offer for the Company to be made by any member of the concert party comprising Labro Investments Limited ("Labro"), Martin-Wiwen Nilsson ("MWN") and Willem De Geer ("WDG"), who owns some of his Ordinary Shares directly and some through his investment vehicle, Deer Invest AB (the "Concert Party") upon the acquisition of additional ordinary shares of the Company ("Ordinary Shares") in the market as follows:

·    Labro - up to 2,000,000 Ordinary Shares;

·    MWN - up to 1,500,000 Ordinary Shares; and

·    WDG - up to 1,500,000 Ordinary Shares,

(the "Waiver").

The Waiver requires any such purchases by the Concert Party (the "Share Purchases") to be completed by 5.30pm UK time on 15 January 2019 (or such later time as the board may agree) and remains subject to receipt of all approvals required under the Company's share dealing code.

As at the date of this announcement, and as noted in the readmission document published by the Company on 14 December 2018 (the "Readmission Document"), the Concert Party collectively hold:

·    149,773,966 Ordinary Shares representing approximately 37.9 per cent. of Chaarat's issued share capital;

·    21,367,521 warrants to subscribe for Ordinary Shares (held by Labro, the "Labro Warrants");

·    200,000 options to subscribe for Ordinary Shares (held by Martin Wiwen-Nilsson, the "MWN Options"); and

·    1,425,000 Convertible Loan Notes (1,000,000 held by Labro and 425,000 held by Martin Wiwen-Nilsson, the "Concert Party Loan Notes").

In addition to the above, additional Ordinary Shares may be issued to Labro from time to time in accordance with the terms of a committed revolving term loan facility agreement between Labro and the Company dated 14 December 2018, further details of which are set out in the Readmission Document (the "Labro Loan Agreement").

As referred to above, there is a provision in the Company's Articles of Association (the "Articles") (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 the Concert Party acquired Ordinary Shares in excess of a 20% holding.

As noted above, the Board (excluding Martin Andersson and Martin Wiwen-Nilsson) has exercised its discretion not to require a mandatory offer to be made by any member of the Concert Party pursuant to Regulation 19 of the Articles in respect of the Share Purchases (or any of them) or as a result of any redemption or purchase by the Company of its own voting shares at any time in the future, but not in respect of any other purchase of ordinary shares or any interest therein by any member of the Concert Party or any other person acting in concert with them (the "Waiver").

If the maximum number of Ordinary Shares permitted to be purchased pursuant to the Waiver are acquired within such period by way of the acquisition of existing Ordinary Shares in accordance with the Waiver (and assuming no issue of Ordinary Shares during such period by the Company, including on exercise of existing warrants or options issued by the Company or on conversion of any convertible loan notes issued by the Company), the Concert Party would hold 154,773,966 Ordinary Shares representing 39.17% of the then issued share capital.  If all Labro Warrants and MWN Options were exercised and all Concert Party Loan Notes were converted (but no Ordinary Shares issued pursuant to the terms of the Labro Loan Agreement and no other warrants or options issued to subscribe for Ordinary Shares issued by the Company were exercised, no other convertible loan notes issued by the Company were converted and no other Ordinary Shares were issued), the Concert Party would hold 180,401,782 Ordinary Shares representing 42.87 per cent. of the resulting enlarged share capital.

The Company is grateful to the Concert Party and its continued support.

Enquiries

Chaarat Gold Holdings Limited
Artem Volynets (CEO)		[phone] [e-mail]
Numis Securities Limited
John Prior, Paul Gillam (NOMAD)		[phone]
James Black (Corporate Broking)
Powerscourt
Conal Walsh		[phone]
Isabelle Saber Sam Austrums		[e-mail]

About Chaarat Gold

Chaarat Gold is an exploration and development company operating in the Kyrgyz Republic with a large, high grade resource - the Chaarat Gold Project. The Company's key objective is to become a low-cost gold producer generating significant production from the development of the Chaarat Gold Project.

On 30 October 2018, Chaarat announced that it had entered into a binding sale and purchase agreement to acquire the Kapan mine in Armenia from Polymetal, for a consideration of US$55 million, subject to adjustments (the "Kapan Acquisition"). On 14 December 2018, the Company issued the Readmission Document relating to the Kapan Acquisition.

Chaarat is engaged in an active community engagement programme to optimise the value of the Chaarat investment proposition.

Chaarat aims to create value for its shareholders, employees and communities from its high-quality gold and mineral deposits in the Kyrgyz Republic by building relationships based on trust and operating to the best environmental, social and employment standards.

Further information is available at www.chaarat.com.

NOTICE

This announcement includes statements that are, or may be deemed to be, "forward-looking statements".  These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes", "envisages", "estimates", "anticipates", "projects", "expects", "intends", "may", "will", "could", "seeks" or "should" or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy plans, objectives, goals, future events or intentions.  These forward-looking statements include statements regarding the Company's and the Directors' current intentions, beliefs or expectations concerning, amongst other things, investment strategy, financing strategy, performance, results of operations, financial condition, liquidity, prospects, growth, strategies and the industry in which the Group (which, where used in this announcement, shall have the meaning given to that term in the Readmission Document) will operate.

By their nature, forward-looking statements involve risks (including unknown risks) and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future.  Forward-looking statements are not an assurance of future performance.  The Company's actual performance, results of operations, financial condition, liquidity and dividend policy and the development of the business sector in which the Group will operate, may differ materially from those suggested by the forward-looking statements contained in this announcement.  In addition, even if the Company's performance, results of operations, financial condition, liquidity and dividend policy and the development of the industry in which the Group will operate, are consistent with the forward-looking statements contained in this document, those results or developments may not be indicative of results or developments in subsequent periods.

Any forward-looking statements in this announcement reflect the Company's and the Directors' current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the matters referred to above.  Other than in accordance with the Company's obligations under the AIM Rules for Companies, the Company does not undertake to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

 

END

 

 

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