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Pallinghurst announces a restructuring of the group including an offer to acquire the minority interests of Gemfield
PALLINGHURST RESOURCES LIMITED
(Incorporated in Guernsey)
(Guernsey registration Number: 47656)
(South African external company registration number 2009/012636/10)
Share code on the BSX: PALLRES ISIN: GG00B27Y8Z93
Share code on the JSE: PGL
("Pallinghurst")
Pallinghurst announces a restructuring of the group including an offer to acquire the minority
interests of Gemfields plc ("Gemfields")
INTRODUCTION AND BACKGROUND
Pallinghurst was founded in September 2007 as a limited life mining investment fund to source and develop
new value accretive mining projects. This phase of Pallinghurst's development has now been achieved with
three key assets successfully developed. These include:
• Gemfields - a leading supplier of responsibly sourced coloured gemstones;
• Tshipi - one of the lowest cost manganese producers in the world; and
• Sedibelo - a large scale open pit PGM mining operation in South Africa.
The development of these assets has created significant uplift in the net asset value of Pallinghurst. This
value, however, has not been reflected in Pallinghurst's listed share price given the complexities in the
structure (including an external management company and multiple entry points into the Pallinghurst Group's
assets), complex accounting policies which makes comparison to peers difficult and which is compounded by
the lack of consolidated earnings and cash flows.
To unlock value, Pallinghurst now proposes to address these issues and implement a restructuring of the
group which will include:
• making an offer which, if approved and implemented, will result in Pallinghurst acquiring the entire
issued and to be issued share capital of Gemfields not already owned by the Pallinghurst group (the
"Offer") and post the completion of the Offer, move to de-list Gemfields from the AIM market of the
London Stock Exchange ("LSE");
• the potential conversion to an operating mining company; and
• collapsing Pallinghurst's investment structure and simplifying its management arrangements.
The result will be a renewed Pallinghurst with a simplified operating model and an in-house management
team. The value of the underlying assets will be more clearly demonstrable with clearer earnings and
operating metrics that can be benchmarked against industry peers. The revised structure model will allow
Pallinghurst to rationalise costs across the group by simplifying the group's structures.
Post completion of the Offer, Pallinghurst expects to have an enlarged market capitalisation, improved trading
liquidity and equity broker coverage. The board of directors of Pallinghurst (the “Pallinghurst Board”) believes
that the combination of these factors should be value accretive for all shareholders.
THE OFFER
Description of the Offer
Pallinghurst intends to make an offer which, if approved and implemented, will result in Pallinghurst acquiring
the entire issued and to be issued share capital of Gemfields not already owned by the Pallinghurst group.
Under the terms of the Offer, Gemfields shareholders will be entitled to receive for each Gemfields share:
1.91 new Pallinghurst ordinary shares in respect of which valid acceptances are received. The exchange ratio
of the Offer has been determined using the 30 day volume weighted average price for both Pallinghurst and
Gemfields as well as the spot ZAR/GBP exchange rate as on 17 May 2017.
Based on the closing exchange rate of ZAR17.14=£1.00 (source: Reuters) and the closing price of the
Pallinghurst ordinary shares of ZAR3.45 on 17 May 2017, being the Latest Practicable Date before the Offer
announcement, the Offer values each Gemfields share at 38.5 pence and values the entire issued and to be
issued ordinary share capital of Gemfields at approximately £211.5 million.
The table below sets out what the enlarged share capital of Pallinghurst will be and the percentage of shares
in the enlarged share capital of Pallinghurst that Gemfields shareholders will have, depending on the level of
acceptances received (and, where appropriate, such number of Gemfields shares that Pallinghurst and any of
its wholly owned subsidiaries has acquired or agreed to acquire whether pursuant to the Offer or otherwise):
Level of acceptances Number of new Enlarged number of Percentage of ordinary
Pallinghurst ordinary Pallinghurst ordinary shares held by Gemfields
shares (millions)* shares (millions) shareholders in the
enlarged share capital of
Pallinghurst*
(1)
100% 555.7 1,316.1 42.2%
75% 293.1 1,053.6 27.8%
60% 135.6 896.0 15.1%
Note:
* including such number of Gemfields shares that Pallinghurst and any of its wholly owned subsidiaries has acquired or agreed to acquire
whether pursuant to the Offer or otherwise. Level of acceptance refers to the percentage of total Gemfields share capital to be owned by
Pallinghurst post-completion.
(1) this would arise if acceptances of 90% or more of the Gemfields shares to which the Offer relates were obtained.
Pallinghurst's management has a strong track record of effecting cost reductions in its investments and
intends to work with Gemfields management in reducing the overall cost profile of the enlarged group
following the acquisition. Following the completion of the Offer, Pallinghurst intends to engage with Gemfields
management to identify opportunities for cost reduction, including, but not limited to, streamlining the
management, administration and removing any overlapping functions. Accordingly, it is Pallinghurst’s
intention to apply for the de-listing of Gemfields from the AIM market of the LSE (assuming that the Offer
becomes unconditional) and, subject to reaching at least 90% of the Gemfields shares to which the Offer
relates, compulsorily acquiring all of the remaining Gemfields shares.
The new Pallinghurst ordinary shares will be the subject of an application for admission to trading on the
“Investment Equity” sector of the main board of the JSE Limited.
Rationale for the Offer and prospects
Gemfields in its current form was created in 2008 when Pallinghurst and the Pallinghurst Co-Investors
contributed the Kagem emerald mine to Gemfields, its core operating asset, for shares. This transaction made
Pallinghurst and the Pallinghurst co-investors the majority shareholders of Gemfields. Subsequently, in 2013,
Pallinghurst and the Pallinghurst co-investors contributed Fabergé Limited (“Fabergé”) to Gemfields,
increasing the Pallinghurst group’s direct ownership in Gemfields to the current level of 47.09%.
As such, from the outset, Pallinghurst has been the largest shareholder of Gemfields, making its investment in
Gemfields a core component of Pallinghurst’s value proposition to its shareholders. Therefore, unlocking
Gemfields’ full value potential is of paramount importance to Pallinghurst and its shareholders.
Pallinghurst believes that, since its investment, the performance of the Gemfields share price has been
disappointing and despite the major positive developments, Gemfields’ shareholders, including Pallinghurst,
have not benefited appropriately. The share price of Gemfields has not increased over the last decade, and
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over the last year has suffered a material decline.
The poor share price performance of Gemfields has in turn, adversely affected the share price performance of
Pallinghurst. The key motivation for the Offer is to address this material issue.
Gemfields remains an attractive and unique business; however, within the current structure, Gemfields will
continue to be constrained by:
• limited access to equity and debt capital markets;
• low liquidity in the trading of Gemfields Shares;
• a high cost base; and hence
• depressed profitability.
Pallinghurst believes that the proposed restructuring and integration of Gemfields will enable Gemfields to
perform to its full potential, materially improve trading liquidity and promote a re-rating of the enlarged group.
To date, Pallinghurst has been unable to freely support the funding of Gemfields’ growth strategy. According
to the relationship agreement, Pallinghurst and the Pallinghurst co-investors cannot influence the operations
of Gemfields that would customarily come with Pallinghurst and the Pallinghurst co-investors’ level of
ownership. Due to Gemfields' depressed profitability and restricted access to third party capital over the past
few years, Pallinghurst has had to provide Gemfields with debt facilities.
Following the Offer, the enlarged group will have a larger market capitalisation, an enhanced free float,
improved market coverage and an expected improvement in liquidity – all of these factors will support a re-
rating, as well as providing improved access to equity capital markets. In addition, as Gemfields will fully
become part of Pallinghurst’s larger and more balanced asset base, it should achieve more attractive access
to debt funding.
Having raised in excess of US$ 2 billion of equity capital for Pallinghurst and its underlying investments,
Pallinghurst’s management team has a proven track record of fund raising. Pallinghurst will use this
experience, as well as utilising its existing network of global, long-term Pallinghurst co-investors, to access
capital for the enlarged group’s operations.
This improved access to additional long-term capital will enable Gemfields to fund its existing projects, as well
as accelerate its portfolio of growth projects. In doing so, Pallinghurst expects to unlock the inherent value of
Gemfields’ major assets. As per the values contained in the independent competent persons reports for
Kagem (dated September 2015) and Montepuez (dated July 2015), the value potential is significant.
However, this value unlock cannot be achieved by Gemfields in the current structure. Hence the completion of
the Offer is essential for the shareholders of both Pallinghurst and Gemfields and will position Gemfields to
realistically achieve its publicly stated objective of becoming the “De Beers of the Coloured Gemstone
Industry”.
In order to achieve this, following a combination of Pallinghurst and Gemfields, Pallinghurst intends to:
• focus on Gemfields' core emerald and ruby operations in Zambia and Mozambique respectively and
develop these to optimal scale;
• accelerate the development of its existing portfolio of projects to mitigate the dependency on its
attractive, but cyclical assets;
• explore all strategic alternatives for Fabergé, where significant growth capital is still required to reach
its full potential; and
• improve profitability by pursuing cost reductions across the enlarged group.
Pallinghurst’s management has a strong track record of effecting cost reductions in its investments and
intends to work with Gemfields management in reducing the overall cost profile of the enlarged group
following the acquisition. Pallinghurst shall seek to identify opportunities for cost reduction, streamlining the
management, administration and removing any overlapping functions with those which are currently
outsourced by Pallinghurst, but which will be brought in-house after the implementation of the restructuring.
Following the successful completion of the Offer, Gemfields will be controlled and managed by Pallinghurst
and, assuming that Pallinghurst becomes in due course an operating mining company, will be consolidated as
a subsidiary. As such, Pallinghurst’s executive directors will have responsibility to manage all of
Pallinghurst’s investments, including Gemfields. Pallinghurst’s current intention is to review the enlarged
group’s business model (with access to Gemfields’ information and following discussions with Gemfields’
management) and will make any necessary structural changes that are required at that point.
In conclusion, Pallinghurst believes that following the successful completion of the Offer, as well as the
implementation of the restructuring, Pallinghurst will have the ability to both increase revenue as well as
reduce costs and hence significantly improve the profitability of the enlarged group. This will, in turn, unlock
Gemfields’ potential value fully for the benefit of all shareholders.
Pallinghurst is offering its ordinary shares as consideration for the Offer, allowing existing Gemfields
shareholders the ability to continue to benefit from being exposed to Gemfields and other quality assets
through Pallinghurst. Pallinghurst’s shareholders will increase their relative exposure to Gemfields, as
Pallinghurst materially increases its component of its overall portfolio.
Pallinghurst is not offering a premium to Gemfields shareholders as:
• Pallinghurst and Pallinghurst Co-Investors already have an interest in approximately 73% of
Gemfields;
• the combination of Pallinghurst and Gemfields, together with the broader restructuring proposed by
Pallinghurst will facilitate a value unlock which will fairly benefit both sets of shareholders; and
• the terms of the Offer have been accepted by a majority of Gemfields shareholders, including the two
largest minority Gemfields shareholders, which have provided Pallinghurst with irrevocable
undertakings to accept the Offer on the proposed terms.
Accordingly, Pallinghurst believes that the Offer is attractive as it can unlock value for shareholders.
Information on Gemfields
Gemfields is a producer of coloured gemstones. Gemfields’ principal assets include Zambian emerald and
amethyst assets, ruby assets in Mozambique, sapphire interests in Sri Lanka and other gemstone interests in
Madagascar and Ethiopia. Gemfields is a public limited company, listed on AIM.
Gemfields is a world leading supplier of responsibly sourced coloured gemstones. It delivers a steady supply
of high quality, graded rough gemstones through internationally held auctions with an ability to be a price
maker not a price taker. Gemfields operates a “mine and market” strategy, meaning it focuses on both ends of
the value chain, representing what it believes to be the two most important segments.
The auctions are held in secure locations with the material separated into homogeneous lots and have either
been produced by Gemfields (and are certified accordingly) or obtained by Gemfields from third parties. The
world’s leading rough gemstone buyers submit sealed bids for individual lots. A sale occurs if the highest bid
received exceeds a pre-determined, but undisclosed, reserve price. The auctions have brought a level of
professionalism and transparency previously not seen in the industry.
As there was no industry standard for evaluating rough coloured gemstones, Gemfields established its own
grading system to assess each gem according to its individual characteristics (size, colour, shape and clarity).
This approach has been instrumental in providing buyers with confidence in the consistent quality of the
material on offer. Gemfields used this grading system to develop three auction classes, one offering higher
quality gemstones, one for the larger volume of lower quality gemstones and the last offering mixed quality
gemstones.
As at 17 May 2017, there were 549,816,476 ordinary shares of £0.01 each in the capital of Gemfields in
issue.
Overview of Gemfields’ Key Assets
Gemfields’ key assets include ownership of:
• 75% of the Kagem emerald mine;
• 75% of the Montepuez ruby mine;
• 50% of the Kariba amethyst mine; and
• 100% of Fabergé Limited, one of the world’s most well recognised luxury brand names.
Gemfields also owns and operates ubiquitous coloured gemstone sorting, grading and supply infrastructure,
and has several exploration and expansion projects including in Zambia (emeralds and amethyst),
Mozambique (rubies), Ethiopia (emeralds), Sri Lanka (sapphires) and Madagascar (rubies, emeralds and
sapphires).
Conditions
The conditions to the Offer include (among others):
• Pallinghurst having received valid acceptances of the Offer in respect of Gemfields shares which,
together with any Gemfields shares held by Pallinghurst, constitute not less than 75% of the voting
rights in Gemfields; and
• the passing at the Pallinghurst general meeting by the requisite majority of Pallinghurst shareholders
of such resolution as is necessary to approve, implement and effect the Offer in accordance with the
Category 1 requirements under the JSE Listings Requirements.
The Offer is expected to close in the third quarter of calendar 2017.
Irrevocable Undertakings
Pallinghurst has received the following irrevocable undertakings from Gemfields shareholders:
• NGPMR (Cayman) L.P. in respect of its interests in 72,497,243 Gemfields Shares, representing
approximately 13.19%;
• Investec Pallinghurst (Cayman) L.P. in respect of its interests in 68,273,047 Gemfields Shares,
representing approximately 12.42%;
• Pallinghurst (Cayman) Founder L.P. in respect of its interests in 5,391,081 Gemfields Shares,
representing approximately 0.98%;
• Dr Christo Wiese in respect of his interests in 2,494,583 Gemfields Shares, representing
approximately 0.45%;
• Sean Gilbertson in respect of his interests in 300,000 Gemfields Shares, representing approximately
0.05%; and
• Oasis Asset Management and Oasis Crescent Capital in respect of its collective interests in
6,008,981 Gemfields Shares, representing approximately 1.09%.
The irrevocable undertakings commit the relevant shareholders to accept the Offer and to accept new
Pallinghurst ordinary shares in exchange for all their Gemfields shares. The irrevocable undertakings cease to
be binding if the Offer lapses or is withdrawn without becoming unconditional in all respects or a third party
announces a firm intention to acquire the share capital of Gemfields and such proposal provides for
consideration of more than 10% premium to the price per Gemfields share being offered by Pallinghurst.
In aggregate, Pallinghurst has received irrevocable undertakings to accept the Offer in respect of a total of
154,964,935 Gemfields shares, representing, in aggregate, approximately 28.18% of the existing issued
share capital of Gemfields as at 17 May 2017. Together, the irrevocable undertakings and Pallinghurst’s
current holding in Gemfields constitute 75.3% of the total issued share capital of Gemfields.
Articles of association of Gemfields
Pallinghurst confirms that the provisions of the articles of association of Gemfields will not frustrate
Pallinghurst’s compliance with the JSE Listings Requirements and that nothing contained in Gemfields
articles of association will relieve Pallinghurst from compliance with the JSE Listings Requirements.
Value of net assets and profits of Gemfields
The value of 100% of the net assets of Gemfields at 31 December 2016, being Gemfields' most recent
reporting date (the "Reporting Date"), was US$294.8 million and given Pallinghurst will be acquiring a
maximum of 52.9% of the issued share capital of Gemfields the pro forma net assets of the acquired assets
will be US$155.9 million. The 100% net loss after taxation of Gemfields for the six months ending on the
Reporting Date, was US$(13.6 million) and given Pallinghurst will be acquiring a maximum of 52.9% of the
issued share capital of Gemfields the pro forma net loss after taxation will be US$(7.2 million).
PROPOSED CONVERSION OF PALLINGHURST
Pallinghurst is currently structured as an investment entity, listed on the main board of the JSE. Given the
diverse nature of its investments it prepares its financial statements in terms of investment entity accounting
which allows it to reflect the underlying investments at valuation but only reflect the actual cash flow, typically
dividends through the income statement. There are no other similar mining investment entities currently listed
on the JSE.
The current articles of incorporation of Pallinghurst ("Articles") provide that its initial life-span will end on 14
September 2017. Pallinghurst is proposing to extend its life as a closed-ended company by 50 years.
Following the closing of the Offer and post the approval of the proposed extension and while no decision has
been made, if appropriate, Pallinghurst will consider becoming an operating mining company. If that decision
is made, Pallinghurst will apply for its listing to be moved to the “Diversified Mining” sector of the JSE main
board. Until this is approved, Pallinghurst will continue to account in terms of investment entity accounting
provisions.
To give this effect, Pallinghurst is proposing to amend its Articles to extend its life by 50 years (the “Proposed
Extension”). In order to implement these changes, it is necessary to make amendments to the Articles by way
of a special resolution of Pallinghurst shareholders.
There are various amendments to the definitions and to other sections contained within the Articles that stem
from the Proposed Extension. These amendments are detailed more particularly in the marked copy of the
Articles attached at Appendix A to the Notice of General Meeting.
The Pallinghurst Board reminds shareholders that notwithstanding the proposed continued closed-ended
status of Pallinghurst, shareholders are still able to realise the value of their investments through the trading
platforms of either the JSE or the Bermuda Stock Exchange where Pallinghurst's equity securities are
admitted to trading.
The directors of Pallinghurst (“Directors”) believe that the Proposed Extension is in the best interests of
Pallinghurst and its shareholders as a whole, particularly when considered together with the proposed Offer.
A disposal of Pallinghurst's minority stakes in its investments platforms on the expiry of the current life of the
Pallinghurst would likely be expected at a material discount to the underlying value which would be to the
detriment of all Pallinghurst shareholders. The Proposed Extension will eliminate investor uncertainty in the
short-term and provide clear guidance to the market on the Pallinghurst's long-term future.
In accordance with Part 5 of the Authorised Closed-Ended Investment Schemes Rules 2008, the Guernsey
Financial Services Commission ("GFSC") has been notified of the Proposed Extension and the corresponding
amendments to the Articles, the proposed internalisation of Pallinghurst's investment management function,
the proposed Offer and Pallinghurst's updated scheme particulars.
Future stock exchange listings
Pallinghurst is listed on the JSE and BSX. Following the Offer, Pallinghurst will consider the optimal listing
locations for the enlarged group. Whilst no decision has been taken, Pallinghurst will engage with its
shareholders and could consider moving the BSX listing to a premium listing on the main board of the LSE.
There are no certainties around this consideration and there is no guarantee that if an application is ultimately
made to the UK Listing Authority, it will be successful. The Pallinghurst Board is continuing to explore various
options to maximise Shareholder return and it will continue to update Shareholders if and when matters
progress.
REVISION OF CURRENT MANAGEMENT STRUCTURE
At the time of its initial public offering in 2007, the Pallinghurst management team committed to managing
Pallinghurst for at least 10 years. As part of the Offer, and the proposed extension, the Pallinghurst
management team will undertake to manage Pallinghurst for another 5 years, until July 2022.
Consistent with the conversion to a mining operating company, listed in the diversified mining sector,
Pallinghurst proposes to internalise its management. To achieve this, Pallinghurst proposes to:
• terminate the existing Investment Management Agreement for no consideration. All fees and carried
interest arrangements will cease;
• employ certain key Executive Directors, namely, Brian Gilbertson as Executive Chairman, Arne H.
Frandsen as Chief Executive and Andrew Willis as Finance Director (the “Executive Directors”) on
new employment contracts (the “Service Agreements”);
• employ certain Senior Executives namely Sean Gilbertson, as Chief Investment Officer, and Priyank
Thapliyal, as Chief Operating Officer; and
• establish the Pallinghurst share plan to attract, retain and incentivize, amongst others, key Executive
Directors and Senior Executives. In this regard, Brian Gilbertson, Arne H. Frandsen and Andrew
Willis will be granted their options in their respective service agreements and subject to the terms of
the Pallinghurst share plan.
Accordingly, the board of directors of Pallinghurst have approved the Service Agreements which will result in
them making a further five year commitment to Pallinghurst and being committed to a restraint of trade during
this period as well as for a 12 month period following a termination of their employment. The employment
contracts provide for a base salary in line with market practice and bonus arrangements that is directly linked
to share price performance.
Pallinghurst intends issuing share options to the Executive Directors and other senior executives.
The total number of ordinary shares which will form the subject matter of the Pallinghurst share plan will be
157.93 million of the ordinary shares. Each Executive Director will be granted an option to subscribe for such
number of ordinary shares as is equivalent to 2% of the Pallinghurst ordinary shares immediately after
implementation of the Offer.
The Executive Directors share options will vest and become exercisable in five equal tranches of 20% on the
following dates:
• the date on which their employment commences; and
• every year thereafter for the next 4 years.
The subscription price for the Executive Director share options will be an amount equal to the value per
Pallinghurst ordinary share issued pursuant to the Offer.
This arrangement aligns the interests of management with shareholders to achieve a value-accretive share
price performance.
GENERAL AUTHORITY TO REPURCHASE ORDINARY SHARES
Given the significant number of ordinary shares being issued pursuant to the Offer and the potential flow back
of some of these new Pallinghurst ordinary shares, the Pallinghurst Board has deemed it prudent to obtain a
general authority to buy back shares on the terms and conditions set out below and in accordance with the
JSE Listings Requirements and Guernsey law.
The effect of the requisite Special Resolution, if approved, will be to grant Pallinghurst the general authority to
repurchase up to 152,090,526 Pallinghurst ordinary shares, representing 20% of the issued share capital of
Pallinghurst.
The Directors consider that a general authority should be put in place to acquire up to 152,090,526
Pallinghurst ordinary shares to retain the flexibility to buy back any ordinary shares in the open market to
mitigate any flow back of the new Pallinghurst ordinary shares.
IRREVOCABLE UNDERTAKINGS BY SHAREHOLDERS
The Pallinghurst shareholders set out below, collectively representing 50.3% of the Pallinghurst ordinary
shares in issue, have given an irrevocable undertaking to Pallinghurst to procure that its shares are voted in
favour of the necessary resolutions on which they are entitled to vote proposed at the general meeting:
• Oasis Crescent Capital (Proprietary) Limited in respect of 47,296,088 Pallinghurst Shares,
representing approximately 6.22%;
• Oasis Asset Management Limited in respect of 68,470,365 Pallinghurst Shares, representing
approximately 9.00%;
• Solway Finance Limited in respect of 67,386,056 Pallinghurst Shares, representing approximately
8.86%;
• Titan Nominees Proprietary Limited in respect of 151,238,953 Pallinghurst Shares, representing
approximately 19.89%;
• Affinity Trust Limited ATO The Brian Gilbertson Discretionary Settlement in respect of 24,261,669
Pallinghurst Shares, representing approximately 3.19%;
• Arne H. Frandsen in respect of 4,237,369 Pallinghurst Shares, representing approximately 0.56%;
• Andrew Willis in respect of 2,446,054 Pallinghurst Shares, representing approximately 0.32%;
• Sean Gilbertson in respect of 4,175,536 Pallinghurst Shares, representing approximately 0.55%;
• Priyank Thapliyal in respect of 4,175,536 Pallinghurst Shares, representing approximately 0.55%;
• Hlamogolo Capital (Pty) Ltd in respect of 8,325,334 Pallinghurst Shares, representing approximately
1.09%; and
• Clive Harris in respect of 437,652 Pallinghurst Shares, representing approximately 0.06%.
CIRCULAR AND GENERAL MEETING
A circular, including revised listing particulars, providing further information and a notice of general meeting
will be posted to Pallinghurst shareholders in due course and a general meeting of Pallinghurst shareholders
will be held on in due course to approve the resolutions proposed.
Guernsey
19 May 2017
Financial advisor and transaction sponsor: UBS
Legal advisor in South Africa: ENSAfrica
Legal advisor in the United Kingdom: White & Case LLP
Legal advisor in Guernsey: Mourant Ozannes
Independent reporting accountants: Deloitte LLP
Communications advisor: CapitalVoice
Investment advisor (London): Pallinghurst
Date: 19/05/2017 08:30:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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