Chaarat Gold : Grant of share awards & options & Issue of Equity

RNS Number : 0817N

Chaarat Gold Holdings Ltd

20 September 2019

20 September 2019

Chaarat Gold Holdings Limited

("Chaarat" or the "Company")

Notification of transactions of directors/persons discharging managerial responsibilities (PDMRs) - Grant of share

awards and options & Issue of Equity

The information contained in this notification is disclosed in accordance with the requirements of the EU Market Abuse Regulation.

Chaarat (AIM:CGH), the AIM-quoted gold mining company with assets in the Kyrgyz Republic and Armenia, announces that certain directors and persons discharging managerial responsibilities (PDMRs) were granted share awards and options under the Company's Management Incentive Plan (MIP). The terms of the MIP were disclosed in the Company's admission document published on 14 December 2018 and provide for a one-off grant of equity (restricted share units) equal to up to 5 percent of the outstanding share capital at the date of Re-Admission and options equal to 3 times that of the equity granted under the plan, with a strike price of 42p per Ordinary Share, subject to achievement by employees of individual key performance indicators established annually (in the case of restricted share units) and a vesting schedule, in three equal parts. Further details of the MIP are included as an appendix to this announcement.

In respect of the above, 21,585,108 new ordinary shares in the Company of US$ 0.01 per share have been issued to the Company's employee benefit trust to enable the settlement of share awards and options under the Company's share plans as well any other obligations of the Company to its employees/directors and application has been made to the London Stock Exchange for such shares to be admitted to trading on AIM on or about 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.

Martin Andersson, Executive Chairman of Chaarat, said:

"Over the past year, Chaarat has refreshed its leadership, and now boasts a senior management team with extensive industrial expertise in building mines, in managing them, and in spotting untapped exploration potential. This Incentive Plan, which remunerates with locked-in shares and options rather than cash bonuses for top management, means the team are rewarded when all our shareholders are. As such, it is a great expression of their long-term commitment to Chaarat and their belief in our exciting prospects.

"I am grateful to our senior team and to our shareholders new and old for their continued support."

Enquiries

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 Communications
Charles Vivian	[phone]
Gareth Tredway	[phone]

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.

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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.

Appendix

The terms of the Management Incentive Plan were disclosed in the Company's admission document published on 14 December 2018. The incentive scheme provides for three main elements: i) conversion of old option plans into restricted share units; ii) a one-off grant of restricted share units equal to up to 5 percent of the outstanding share capital at the date of re-admission (4 February 2019); and iii) options equal to 3 times the equity granted under the scheme at a strike price of 42p per ordinary share. Recipients of elements ii) and iii) will be limited to the board and senior managers and grants will be subject to a vesting schedule.

The first element of the scheme involves the conversion of vested options into restricted share units based on an issue price of 33p per ordinary share; these will have a holding period till the end of 2020. Restricted share units to be issued based on an issue price of 33p per ordinary share to replace unvested options will also have a one-year vesting period, and if an employee leaves during this period the unvested shares will lapse. The consent of the holders of the existing options is required for the conversion of their options to proceed. The Company anticipates that the majority of outstanding options will be converted into restricted share units.

The restricted share units to be issued under the second element of the scheme have a three-year vesting period; one-third of the award vests annually starting from 2019 principally for those participants who were engaged in the Company's business in the previous year. The remaining two thirds vest in equal tranches at the end of 2019 and 2020 and are subject to achievement by employees of individual key performance indicators established annually with the same consequences if an employee leaves. Delivery of vested ordinary shares will be made at the end of each calendar year. All vested ordinary shares are subject to a customary holding period until the end of 2020. The total number of shares to be issued under this second element will not exceed 19,758,351, 18,671,641 of which have been allocated.

The third element of the scheme is expected to comprise the issue of up to 59,275,053 options which will have a similar three year vesting period with the same consequences if an employee leaves.

The board has full discretion to amend the incentive scheme or adjust unvested ordinary shares and options.

1	Details of the person discharging managerial responsibilities / person
	closely associated
a)	Name				Martin Andersson
2	Reason for the notification
a)	Position / status			Director
b)	Initial notification	/		Initial notification
	amendment
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		Ordinary shares of US$0.01 each
	financial	instrument,
	type of instrument
	Identification code			VGG203461055
b)	Nature	of	the		Grant of a restricted share award under 2019
	transaction				Management Incentive Plan
c)	Currency				GBP
d)	Price(s) and volume(s)		Description	Exercise	Volume
					of financial	price
					transaction
					Shares	0	5,433,546
					granted
					under
					2019
					Incentive
					Plan
					Shares	0	0
					vested
					under
					2019
					Incentive
					Plan

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e)	Aggregated information		Description	Aggregated	Aggregated	Total
			of financial	price	volume	aggregated
			transaction					price
			Shares	0		5,433,546	0
			granted
			under
			2019
			Incentive
			Plan
			Shares	0		0		0
			vested
			under
			2019
			Incentive
			Plan
f)	Date of the transaction		18 September 2019
g)	Place of the transaction		XLON / Outside a trading venue

1	Details of the person discharging managerial responsibilities / person
	closely associated
a)	Name				Hussein Barma
2	Reason for the notification
a)	Position / status			Director
b)	Initial notification	/		Initial notification
	amendment
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		Ordinary shares of US$0.01 each
	financial	instrument,
	type of instrument
	Identification code			VGG203461055
b)	Nature	of	the		Grant of a restricted share award under 2019
	transaction				Management Incentive Plan
c)	Currency				GBP
d)	Price(s) and volume(s)		Description	Exercise	Volume
					of financial	price
					transaction
					Shares	0	197,584
					granted
					under
					2019
					Incentive
					Plan
					Shares	0	0
					vested
					under
					2019
					Incentive
					Plan
e)	Aggregated information		Description	Aggregated	Aggregated	Total
					of financial	price		volume	aggregated
					transaction					price
					Shares	0		197,584	0
					granted
					under

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					2019
					Incentive
					Plan
					Shares	0		0		0
					vested
					under
					2019
					Incentive
					Plan
f)	Date of the transaction		18 September 2019
g)	Place of the transaction		XLON / Outside a trading venue
1	Details of the person discharging managerial responsibilities / person
	closely associated
a)	Name				Robert Benbow
2	Reason for the notification
a)	Position / status			Director
b)	Initial notification	/		Initial notification
	amendment
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		Ordinary shares of US$0.01 each
	financial	instrument,
	type of instrument
	Identification code			VGG203461055
b)	Nature	of	the		Grant of a restricted share award under 2019
	transaction				Management Incentive Plan
c)	Currency				GBP
d)	Price(s) and volume(s)		Description	Exercise	Volume
					of financial	price
					transaction
					Shares	0	592,751
					granted
					under
					2019
					Incentive
					Plan
					Shares	0	0
					vested
					under
					2019
					Incentive
					Plan
e)	Aggregated information		Description	Aggregated	Aggregated	Total
					of financial	price		volume	aggregated
					transaction					price
					Shares	0		592,751	0
					granted
					under
					2019
					Incentive
					Plan
					Shares	0		0		0
					vested
					under
					2019
					Incentive
					Plan
f)	Date of the transaction		18 September 2019

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g)

Place of the transaction

XLON / Outside a trading venue

1	Details of the person discharging managerial responsibilities / person
	closely associated
a)	Name				Robert Edwards
1	Reason for the notification
a)	Position / status			Director
b)	Initial notification	/		Initial notification
	amendment
2	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
3	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		Ordinary shares of US$0.01 each
	financial	instrument,
	type of instrument
	Identification code			VGG203461055
b)	Nature	of	the		Grant of a restricted share award under 2019
	transaction				Management Incentive Plan
c)	Currency				GBP
d)	Price(s) and volume(s)		Description	Exercise	Volume
					of financial	price
					transaction
					Shares	0	197,584
					granted
					under
					2019
					Incentive
					Plan
					Shares	0	0
					vested
					under
					2019
					Incentive
					Plan
e)	Aggregated information		Description	Aggregated	Aggregated	Total
					of financial	price		volume	aggregated
					transaction					price
					Shares	0		197,584	0
					granted
					under
					2019
					Incentive
					Plan
					Shares	0		0		0
					vested
					under
					2019
					Incentive
					Plan
f)	Date of the transaction		18 September 2019
g)	Place of the transaction		XLON / Outside a trading venue

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