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PGL - Pallinghurst - Possible Offer For Gemfields Shares By Rox Conduit Pallinghurst Resources Limited Registration Number: 47656 (Incorporated in Guernsey) ISIN: GG00B27Y8Z93 BSX share code: PALLRES JSE share code: PGL ("Pallinghurst" or the "Company") (formerly Pallinghurst Resources (Guernsey) Limited) POSSIBLE OFFER FOR GEMFIELDS SHARES BY ROX CONDUIT Introduction Pallinghurst shareholders are advised of a possible offer for Gemfields plc shares that may be made by Rox Conduit Limited, in which Pallinghurst has a 49.14% shareholding as detailed below. The following announcement was made on the Regulatory News Service (RNS) of the London Stock Exchange by Rox Conduit on 5 June 2009. Text of announcement "Rox Conduit Ltd (RoxC) notes the announcement made by Gemfields plc (Gemfields) earlier today that it has received an approach. RoxC confirms that it is considering a possible offer (the Proposed Offer) for the ordinary shares of Gemfields (the Gemfields Shares) (not already owned by its subsidiary Rox Limited (Rox) and by Pallinghurst Resources Limited (Pallinghurst), a related party of RoxC). RoxC is considering whether to make the Proposed Offer at 8 pence (in cash) per Gemfields Share. However, in the previous 12 months persons acting in concert with RoxC have acquired more than 10 per cent. of Gemfields Shares at varying prices, including prices in excess of 8 pence per Gemfields Share. Accordingly under Rule 11 of the City Code on Takeovers and Mergers (the Code), RoxC requires the consent of the Takeover Panel in order to implement any definitive offer for Gemfields at 8 pence per Gemfields Share. Under Note 1 of Rule 11.3 of the Code, in considering whether to give such consent, factors which the Takeover Panel might take into account include the size and timing of the relevant acquisitions of Gemfields Shares by RoxC and its associates in the previous 12 months and the attitude of the Gemfields board. RoxC will apply for this consent following further discussions with the Gemfields board. An offer for this price would value the whole of the issued ordinary share capital of Gemfields at approximately GBP 25.9 million representing a premium of approximately 54.4 per cent. over the 30 day volume weighted average traded price of Gemfields Shares at the close of business on 4 June 2009. Rox, a subsidiary of RoxC, presently owns 208.1 million Gemfields Shares. Pallinghurst owns a further 12.8 million Gemfields Shares. Together, these Gemfields Shares represent approximately 68.2 per cent. of Gemfields` issued ordinary share capital. The Proposed Offer will be subject to the pre-condition that RoxC has secured the necessary financing by way of a private placing of new shares in RoxC. RoxC reserves the right to waive this pre-condition. The Proposed Offer will also be subject to the pre-condition that it has obtained any necessary approval from its shareholders. This announcement does not amount to a firm intention to make an offer. Any proposal is at an early stage and there can be no certainty that any offer will ultimately be made, even if all the pre-conditions are satisfied or waived. Further announcements relating to the Proposed Offer will be made in due course." For further information please contact: College Hill +27 11 447 3030 Johannes van Niekerk +27 82 921 9110 Guernsey 8 June 2009 Sponsor: Investec Bank Limited Date: 08/06/2009 15:38:02 Supplied by www.sharenet.co.za Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited (`JSE`). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.
