Grant of Waiver

RNS Number : 6214H

Chaarat Gold Holdings Ltd

05 August 2021

 

5 August 2021

Chaarat Gold Holdings Limited

("Chaarat" or the "Company")

Grant of waiver

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 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 10,000,000 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 31 December 2021 and subject to receipt of all approvals required under the Company's share dealing code (the "LabroSharePurchase"). Background to the waiver Shareholders will recall that Labro holds: • 292,890,693 Ordinary Shares representing approximately 42.48 per cent of Chaarat's issued share capital; and • Loan Notes for US$1,000,000 (the "LoanNotes") convertible into 2,849,330 Ordinary Shares assuming full conversion of principal and interest to maturity. 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 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 29 April 2021).  Labro has acquired 8,362,726 Ordinary Shares pursuant to that waiver and there remain available for purchase up to 1,637,274 Ordinary Shares pursuant to that waiver which is due to expire on 30 September 2021. Shareholding impacts of the Waiver and Labro Share Purchase If the maximum number of Ordinary Shares permitted to be purchased pursuant to the Labro Share Purchase are acquired within such a period by way of the acquisition of existing Ordinary Shares in accordance with the Waiver (and assuming no issue of new Ordinary Shares during such period by the Company, including on exercise of existing options issued by the Company or on conversion of any convertible loan notes issued by the Company), Labro would hold 304,527,967 Ordinary Shares representing 44.17% of the issued share capital as at today's date.  If all Loan Notes were subsequently converted (assuming full conversion of principal and interest to maturity) and no options 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), Labro would hold 307,377,297 Ordinary Shares representing 44.40% of the resulting enlarged share capital.  Mr Martin Andersson, who is indirectly beneficially interested in the majority of shares of Labro, is beneficially interested in 6,969,592 Ordinary Shares and, pursuant to share options granted by the Company to Mr Andersson, may become entitled to a further 16,300,639 Ordinary Shares.  If Mr Andersson were to acquire all the shares to which he may become entitled, on a combined basis, Labro and Mr Andersson would together hold 330,647,528 Ordinary Shares representing 46.66% of the resulting enlarged share capital.

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Enquiries
Chaarat Gold Holdings Limited	[phone]
Patrick Henze (Investor Relations)	[e-mail]
Canaccord Genuity Limited (NOMAD and Joint Broker)	+ 44 (0)20 7523 8000
Henry Fitzgerald-O'Connor
James Asensio
finnCap Limited (Joint Broker)	[phone]
Christopher Raggett
Panmure Gordon (UK) Limited (Joint Broker)	[phone]
John Prior Hugh Rich

About Chaarat Chaarat is a gold mining company which owns the Kapan operating mine in Armenia as well as Tulkubash and Kyzyltash Gold Projects in the Kyrgyz Republic . The Company has a clear strategy to build a leading emerging markets gold company with an initial focus on the f ormer So viet Un ion through organic growth and selective M&A. Chaarat is engaged in active community engagement programmes 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 by building relationships based on trust and operating to the best environmental, social and employment standards. Further information is available at www.chaarat.com .

 

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