Statement re Possible Offer

RNS Number : 2911D

Chaarat Gold Holdings Ltd

18 October 2022

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATION OF SUCH JURISDICTION

THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.4 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE"). IT DOES NOT REPRESENT AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CODE. ACCORDINGLY, THERE CAN BE NO CERTAINTY THAT ANY SUCH OFFER WILL BE MADE NOR AS TO THE TERMS ON WHICH ANY SUCH OFFER MIGHT BE MADE

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014 AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018

FOR IMMEDIATE RELEASE

18 October 2022

Chaarat Gold Holdings Ltd

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

Statement regarding possible offer

The Board of Chaarat Gold Holdings Ltd ("Chaarat") notes the press speculation and confirms that Chaarat is in early stage discussions regarding a possible offer for Shanta Gold Limited ("Possible Offer").

There can be no certainty that an offer will be made, nor as to the terms of any such offer. A further statement will be made as appropriate.

In accordance with Rule 2.6(a) of the Code, by not later than 5.00 pm on 15 November 2022, Chaarat must either announce a firm intention to make an offer for Shanta in accordance with Rule 2.7 of the Code or announce that it does not intend to make an offer for Shanta, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies. This deadline will only be extended with the consent of the Takeover Panel in accordance with Rule 2.6(c) of the Code.

If completed on the currently proposed terms, the Possible Offer would be classified as a reverse takeover transaction in accordance with AIM Rule 14.

For the purposes of the Takeover Code this announcement has not been made with the agreement or approval of Shanta.

The person responsible for making this announcement is Frances Robinson.

Enquiries

Chaarat Gold Holdings Limited	[phone]
Mike Fraser (Chief Executive Officer)
Canaccord Genuity Limited	[phone]
(Financial adviser, NOMAD and Joint Broker to Chaarat)
Raj Khatri James Asensio
Gordon Hamilton

Disclosure requirements of the Takeover Code (the "Code")

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror

and Dealing Disclosures must also be made by the offeree company, by any offeror and by

any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on [phone] if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Rule 2.9 disclosure

In accordance with Rule 2.9 of the Code, Chaarat confirms that, as at the date of this announcement, its issued and fully paid share capital consists of 689,668,088 ordinary shares with par value of $0.01. The International Securities Identification Number (ISIN) for the ordinary shares is VGG203461055VGG.

Publication on website

In accordance with Rule 26.1 of the Code, a copy of this announcement will be available on the website of Chaarat at https://www.Chaarat.com/for-investors/ promptly and by no later than 12 noon (London time) on the business day following this announcement. The content of the websites referred to in this announcement are not incorporated into and do not form part of this announcement.

Other notices

Canaccord Genuity, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Chaarat and for no-one else in connection with the matters referred to in this Announcement and will not be responsible to any person other than Chaarat for providing the protections afforded to clients of Canaccord Genuity, nor for providing advice in relation to the matters referred to herein. Neither Canaccord Genuity nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Canaccord Genuity in connection with the matters referred to in this Announcement, or otherwise.

 

END

 

 

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