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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 +44 (0) 20 7499 2612
Mike Fraser (Chief Executive Officer)
Canaccord Genuity Limited +44 (0) 207 523 8000
(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 +44 (0)20 7638 0129 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.
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END
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