Schedule One - Chaarat Gold Holdings Limited

RNS Number : 4373N

AIM

17 January 2019

 

ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION IN ACCORDANCE WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM RULES")

COMPANY NAME:

Chaarat Gold Holdings Limited ("Chaarat" or the "Company")

COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS (INCLUDING POSTCODES) :

Palm Grove House, PO Box 438, Road Town, Tortola, British Virgin Islands, VG1110

COUNTRY OF INCORPORATION:

British Virgin Islands

COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26:

https://www.chaarat.com

COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR, IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING POLICY).  IF THE ADMISSION IS SOUGHT AS A RESULT OF A REVERSE TAKE-OVER UNDER RULE 14, THIS SHOULD BE STATED:

Chaarat was founded for the purpose of exploring and developing the Chaarat gold project in the Tien Shan Gold Belt, in the North West of the Kyrgyz Republic. Chaarat currently has a mining licence to develop the Tulkubash oxide zone and an exploration licence in respect of the parallel Kyzyltash refractory sulphide mineralisation zone. The Company intends to acquire Kapan Mining and Processing CJSC ("Kapan"), which owns the Shahumyan medium-sized polymetallic mine (the "Kapan Mine") in Kapan in the Republic of Armenia (the "Acquisition").The Acquisition is in line with Chaarat's goal of building a leading emerging markets gold company with an initial focus on Central Asia and the FSU. Main countries of operation: Kyrgyz Republic, Armenia. Admission is sought as a result of a reverse takeover under AIM Rule 14.

DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS AS TO TRANSFER OF THE SECURITIES (i.e. where known, number and type of shares, nominal value and issue price to which it seeks admission and the number and type to be held as treasury shares):

395,167,015 existing Ordinary Shares of US$0.01 each. There are no restrictions as to the transfer of the securities. The price of the securities on AIM on 17 January 2019 was 27.85 pence per Ordinary Share. The Company holds no shares in treasury.

CAPITAL TO BE RAISED ON ADMISSION (AND/OR SECONDARY OFFERING) AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION:

Capital to be raised on Admission: None. Anticipated market capitalisation on Admission: £110.1 million, based on the last close price of 27.85 pence per Ordinary Share on 17 January 2019.

PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:

40.58% as at 17 January 2019

DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH THE AIM SECURITIES (OR OTHER SECURITIES OF THE COMPANY) ARE OR WILL BE ADMITTED OR TRADED:

None

FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS (underlining the first name by which each is known or including any other name by which each is known):

Mr Martin Axel Christer Andersson - Executive Chairman Mr Artem Olegovich Volynets - Chief Executive Officer Mr Gordon Ferguson Wylie - Deputy Chairman and Senior Independent Non-Executive Director Mr Martin Wiwen-Nilsson - Non-Executive Director Mr Robert ("Rob") Willem John Edwards - Non-Executive Director Mr Robert ("Bob") Duane Benbow - Chief Operating Officer Dr Hussein Barma - Non-Executive Director

FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED AS A PERCENTAGE OF THE ISSUED SHARE CAPITAL, BEFORE AND AFTER ADMISSION (underlining the first name by which each is known or including any other name by which each is known):

Current shareholding Shareholder Number of Ordinary Shares Approximate % of issued capital Martin Axel Christer Andersson (Director) via Labro Investments Ltd 133,546,925 33.80 China Nonferrous Metals Int'l Mining Co. Ltd 22,469,289 5.69 Sarastro Group Ltd 17,606,228 4.46 UBS Group AG 14,665,768 3.71

NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES:

KPMG LLP KPMG CJSC ACG Eurasia LLC

(i)         ANTICIPATED ACCOUNTING REFERENCE DATE (ii)        DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited interim financial information) (iii)       DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS PURSUANT TO AIM RULES 18 AND 19:

i) 31 December ii) 30 June 2018 iii) 30 June 2019, 30 September 2019, 30 June 2020

EXPECTED ADMISSION DATE:

Early February 2019

NAME AND ADDRESS OF NOMINATED ADVISER:

Numis Securities Limited The London Stock Exchange 10 Paternoster Square London EC4M 7LT

NAME AND ADDRESS OF BROKER:

Numis Securities Limited The London Stock Exchange 10 Paternoster Square London EC4M 7LT BMO Capital Markets 4th Floor, 95 Queen Victoria Street London EC4V 4HG

OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE (POSTAL OR INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE AVAILABLE FROM, WITH A STATEMENT THAT THIS WILL CONTAIN FULL DETAILS ABOUT THE APPLICANT AND THE ADMISSION OF ITS SECURITIES:

The admission document is available at: https://www.chaarat.com/ The admission document contains full details about the applicant and the admission of its securities.

THE CORPORATE GOVERNANCE CODE THE APPLICANT HAS DECIDED TO APPLY

QCA Corporate Governance Code 2018

DATE OF NOTIFICATION:

17 January 2019

NEW/ UPDATE:

New

 

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