Issuance of shares in Company

RNS Number : 0816N

Chaarat Gold Holdings Ltd

20 September 2019

 

20 September 2019

Chaarat Gold Holdings Limited

("Chaarat" or the "Company")

Issuance of shares in Company, holding in Company and grant of waiver

Chaarat (AIM:CGH), the AIM-quoted gold mining company with assets in the Kyrgyz Republic and Armenia, announces that it has issued 1,557,303 ordinary shares of US$0.01 each ("New Ordinary Shares"). These comprise:

·    875,314 New Ordinary Shares issued to Labro Investments Limited ("Labro") pursuant to a guarantee fee agreement announced by the Company on 11 September 2019 (RNS number 8933L);

·    401,989 New Ordinary Shares issued to Labro pursuant to drawdowns made by the Company on 23 May 2019, 22 June 2019 and 8 August 2019 on a committed revolving term loan facility with Labro announced by the Company on 14 December 2018 (RNS number 5046K); and

·    280,000 New Ordinary Shares issued to satisfy the Company's obligations under the Company's 2017 incentive plan to a former director on the exercise by that director of previously vested options.

An application has been made to the London Stock Exchange for the 1,557,303 New Ordinary Shares to be admitted to trading on AIM, and it is expected that admission will become effective and trading of the New Ordinary Shares will commence on or around 8:00am (London time) on 25 September 2019.

Following the admission of the New Ordinary Shares described above, and the other ordinary shares issuance announced by the Company today:

·    the Company's enlarged issued share capital will comprise 441,371,565 ordinary shares of US$0.01 each. This figure may be used by shareholders of the Company as the denominator for the calculations by which they will determine whether they are required to notify their interests in, or a change to their interest in, the Company under the Financial Conduct Authority's Disclosure Guidance and Transparency Rules Sourcebook; and

·    Labro will hold 142,118,231 ordinary shares of $0.01 each, representing 32.2% of the issued share capital of the Company.

Martin Andersson (the executive chairman of Chaarat) is directly beneficially interested in the majority of the shares in Labro. The shares issued to Labro do not fall under the waiver announced by the Company on 8 July 2019 (RNS number 7159E) and as explained below a separate waiver has been granted by the Board.

On 18 September 2019 the Board (excluding Martin Andersson) exercised its discretion to waive the requirement for a mandatory offer for the Company by Labro, to allow Labro to receive 875,314 new ordinary shares in the Company in respect of the loan guarantee fee agreement announced by the Company on 11 September 2019.

Investors will recall that as at 18 September 2019, Labro held:

·    140,840,928 Ordinary Shares representing approximately 33.68 per cent of Chaarat's issued share capital;

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

·    Convertible Loan Notes for US$1,000,000 (the "Loan Notes").

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 acquired additional Ordinary Shares.

The Board previously exercised the same discretion on 5 July 2019 for the acquisition of up to 4,000,000 Ordinary Shares by Labro in the market which expires on 4 October 2019.

If the maximum number of Ordinary Shares permitted to be issued pursuant to the Labro guarantee agreement are issued 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), Labro would, following the issues of Ordinary Shares announced today, hold 142,118,231 Ordinary Shares representing 32.2% of the issued share capital.  If all Labro Warrants were exercised, all Loan Notes were converted (but no Ordinary Shares issued pursuant to the terms of the 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), Labro would hold 165,597,236 Ordinary Shares representing 37.52 per cent. of the resulting enlarged share capital.

The Company is grateful to Labro and its shareholders for their 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)
SP Angel	[phone]
Ewan Leggat (Joint Broker)
Tavistock
Charles Vivian	[phone]
Gareth Tredway Barney Hayward	[e-mail]

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 Central Asia and the FSU 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.

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Labro Investments Limited
2	Reason for the notification
a)	Position / status	Entity closely associated with Martin Andersson, the executive chairman of Chaarat Gold Holdings Limited
b)	Initial notification / amendment	Initial
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Chaarat Gold Holdings Limited
b)	Legal entity identifier	213800T2A5CV84VTFJ70
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument,  type of instrument	Ordinary shares of US$0.01 each
	Identification code	VGG203461055
b)	Nature of the transaction	Remuneration in shares under a guarantee fee agreement
c)	Currency	GBP
d)	Price(s) and volume(s)		Price(s)	Volume(s)
			31.2p	875,314
e)	Aggregated information ·    Aggregated volume ·    Aggregated price ·    Aggregated total	875,314 31.2p £273,097.97
f)	Date of the transaction	18 September 2019
g)	Place of the transaction	XLON

	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Labro Investments Limited
	Reason for the notification
a)	Position / status	Entity closely associated with Martin Andersson, the executive chairman of Chaarat Gold Holdings Limited
b)	Initial notification / amendment	Initial
	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Chaarat Gold Holdings Limited
b)	Legal entity identifier	213800T2A5CV84VTFJ70
	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument,  type of instrument	Ordinary shares of US$0.01 each
	Identification code	VGG203461055
b)	Nature of the transaction	Remuneration in shares under a guarantee fee agreement
c)	Currency	GBP
d)	Price(s) and volume(s)		Price(s)	Volume(s)
			33p	401,989
e)	Aggregated information ·    Aggregated volume ·    Aggregated price ·    Aggregated total	401.989 33p £132,656.37
f)	Date of the transaction	18 September 2019
g)	Place of the transaction	XLON

 

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