Grant of Waiver
8 July 2019
Chaarat Gold Holdings Limited
("Chaarat" or the "Company")
Grant of waiver
Chaarat (AIM:CGH), the AIM-quoted gold mining company with assets in the Kyrgyz Republic and Armenia, announces that the Board (excluding Martin Andersson) has exercised its discretion to waive the requirement for a mandatory offer for the Company's remaining outstanding shares to be made by Labro upon acquisition of up to 4,000,000 ordinary shares of the Company ("Ordinary Shares") in the market, subject to such purchases being completed by 5.30pm UK time on 4 October 2019 (or such later time as the Board may agree) and subject to receipt of all approvals required under the Company's share dealing code (the "Labro Share Purchase").
Shareholders will recall that Labro holds:
· 139,841,969 Ordinary Shares representing approximately 34.8 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 that 20% of the Ordinary Shares) has acquired additional Ordinary Shares.
The Board most recently exercised the same discretion for the acquisition of up to 5,000,000 Ordinary Shares by Labro in the market. This expired on 21 June 2019 and Labro acquired 4,380,045 under this waiver.
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 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 hold 143,841,969 Ordinary Shares representing 35.77% of the issued share capital as of 5 July 2019. If all Labro Warrants were exercised, all Loan Notes were converted and all additional Ordinary Shares were issued under the Guarantee Agreement (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 168,058,820 Ordinary Shares representing 41.8 per cent. of the resulting enlarged share capital.
The Company is grateful to Labro and its shareholders for their continued support.
Chaarat Gold Holdings Limited
Artem Volynets (CEO)
+44 (0)20 7499 2612
Numis Securities Limited
John Prior, Paul Gillam (NOMAD)
James Black (Corporate Broking)
+44 (0) 20 7260 1000
+44 (0)20 7250 1446
Chaarat is a gold mining company which owns the Kapan operating mine in Armenia as well as the Tulkubash and the 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.
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Quick facts: Chaarat Gold Holdings Ltd
Market Cap: £155.86 m
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