Last checked at 8 Mar 2018 14:17
Chaarat Gold Holdings Limited
("Chaarat" or "the Company")
Director shareholding
Road Town, Tortola, British Virgin Islands (8th March 2018)
Chaarat (AIM:CGH) was notified on 7th March 2018 that Labro Investments Limited ("Labro") has purchased 2.38 million shares ordinary shares of US$0.01 each ("Shares") in the Company at a price of 18.75p per share representing a discount of 10.8 per cent. to the 3 month VWAP of 21.02p per share as at close of business on 7th March 2018, from Mada Limited (an entity controlled by Dekel Golan, a former Director of the Company who stepped down from the Board on 1 November 2017). Martin Andersson (the Chairman of Chaarat) is indirectly beneficially interested in the majority of the shares in Labro.
Legal and beneficial ownership of the shares will transfer immediately, with payment of the consideration to be completed in tranches on or before 1 November 2018, as agreed between Labro and Mada Limited. On 27th October 2017, Mada Limited gave a conditional undertaking to Labro not to sell its remaining shareholding of 2,775,691 Shares prior to 1 June 2018 (subject to limited exceptions). Labro has consented to the disposal of the Shares and Mada Limited has given a conditional undertaking to Labro not to sell any further shares in the capital of the Company prior to 28 February 2019 (subject to limited exceptions).
Following this transaction, Labro has a beneficial interest in 131,878,037 Shares representing approximately 35.51% of Chaarat's issued share capital.
There is a provision in the Company's Articles of Association which states that the Board has the right (but not obligation) to require any holder of more than 20% of the Company's Shares to make a mandatory offer to all the Company's shareholders to acquire their Shares if they acquire an additional interest in any Shares. The Board has previously exercised its discretion to waive the requirement for a mandatory offer when Labro acquired Shares in excess of a 20% holding. The Board has decided to exercise its discretion to waive the requirement for the Concert Party members (as defined and set out in the Company's announcement on 27 October 2017) in respect of this purchase. The Board considers that, as Dekel Golan had indicated he wished to dispose of a proportion of his shareholding, it was in the best interests of the Company and its shareholders to remove the potential overhang of shares by allowing Labro to purchase these shares.
The Concert Party holding following the transaction referred to above is now 166,836,306 Shares representing approximately 44.92% of Chaarat's issued share capital.
If all warrants held by Labro were exercised and all convertible loan notes held by Labro and Martin Wiwen-Nilsson were converted (but no other warrants or options to subscribe for Ordinary Shares were exercised, no other convertible loan notes were converted and no other Ordinary Shares were issued), the Concert Party would hold 190,518,557 Ordinary Shares representing approximately 48.22% of the resulting enlarged share capital.
The information contained within this announcement is deemed to constitute inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) No. 596/2014. Upon the publication of this announcement, this inside information is now considered to be in the public domain.
Enquiries:
Chaarat Gold Holdings Limited + 44 (0) 20 7499 2612
Martin Andersson - Chairman info@chaarat.com
Linda Naylor - FD/Company Secretary
Numis Securities Limited +44 (0) 20 7260 1000
John Prior, Paul Gillam (NOMAD)
James Black (Corporate Broking)
BMO Capital Markets Limited +44 (0) 20 7236 1010Jeffrey Couch, Neil Haycock,Thomas Rider (Joint Broker)
Blytheweigh (Financial PR) +44 (0) 20 7138 3204Tim BlytheCamilla Horsfall
NOTES TO EDITORS:
About Chaarat Gold
Chaarat Gold is an exploration and development company operating in the Kyrgyz Republic with a large, high grade resource - the Chaarat Gold Project. The Company's key objective is to become a long term, low-cost gold producer.
Chaarat aims to create value for its shareholders, employees and communities in the Kyrgyz Republic 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 | Person closely associated with the Chairman | |||
b) | Initial notification / amendment | Initial notification | |||
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 | Purchase of ordinary shares in an off market transaction | |||
c) | Currency | GBP | |||
d) | Price(s) and volume(s) | Price(s) | Volume(s) | ||
18.75 pence | 2,380,000 | ||||
e) | Aggregated information · Aggregated volume · Aggregated price · Aggregated total |
2,380,000 18.75 pence £446,250 | |||
f) | Date of the transaction | 7 March 2018 | |||
g) | Place of the transaction | Off market | |||