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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")
Posting of the Offer Document
On 19 May 2017 the Board of Pallinghurst announced the terms of an offer to be made by
Pallinghurst through which Pallinghurst would offer to acquire the entire issued and to be issued share
capital of Gemfields (other than the 258,908,915 Gemfields Shares already held by Pallinghurst
Group, representing 47.09% of Gemfields' existing issued share capital), to be implemented by means
of a takeover within the meaning of Part 28 of the Companies Act 2006 (the 'Offer'). Under the terms
of the Offer, each Gemfields Shareholder will be entitled to receive 1.91 Pallinghurst Shares for each
Gemfields Share.
Pallinghurst announces that the Offer Document and Form of Acceptance, which contain the terms
and conditions of the Offer and the procedure for acceptance of the Offer, are today being posted to
the shareholders of Gemfields.
The first closing date for the Offer is 1:00 p.m. (London time) on 4 July 2017.
To accept the Offer in respect of the Gemfields Shares held in certificated form, the completed and
signed Form of Acceptance should be returned and received, in accordance with the instructions
printed thereon, by the Receiving Agent as soon as possible and, in any event, by no later than 1:00
p.m. on 4 July 2017.
To accept the Offer in respect of Gemfields held in uncertificated form (that is, in CREST), electronic
acceptances should be made and settled, in accordance with the instructions set out in the Offer
Document, as soon as possible and, in any event, by no later than 1:00 p.m. on 4 July 2017.
The Offer Document and the Prospectus, subject to certain restrictions relating to persons resident in
Restricted Jurisdictions, will be available on Pallinghurst's website at
www.pallinghurst.com/gemfields-offer by no later than 12 noon on the Business Day following the
date of this announcement. Copies of the Offer Document, the Prospectus and certain other
documents will also be available for inspection during normal business hours on Business Days at the
offices of Pallinghurst at 11 New Street, St Peter Port, Guernsey, GY1 2PF, Channel Islands.
Terms used in this announcement have the meanings given to them in the Offer Document, unless
stated otherwise. Guernsey
13 June 2017
JSE sponsor: UBS South Africa (Pty) Ltd
Enquiries:
For further information contact:
Press Agent
Capital Voice
Johannes van Niekerk
Phone: +27 (0) 82 921 9110
UK Media Relations
Temple Bar Advisory +44 (0) 207 002 1510
Ed Orlebar +44 (0) 7738 724 630
Tom Allison +44 (0) 7789 998 020
Important Notices
UBS Limited is authorised by the Prudential Regulation Authority and regulated by the Financial
Conduct Authority and the Prudential Regulation Authority in the UK together with UBS South Africa
(Pty) Ltd which is supervised by the South African Financial Services Board (collectively 'UBS').
UBS is acting as financial adviser for Pallinghurst and no one else in connection with the Offer and
will not be responsible to anyone other than Pallinghurst for providing the protections afforded to
customers of UBS nor for giving advice in relation to the Offer or any other matters referred to in this
announcement.
The Guernsey Financial Services Commission ('GFSC') and the States of Guernsey have not
reviewed this announcement and take no responsibility for the correctness of any statements made or
opinions expressed with regard to Pallinghurst.
Further information
This announcement is for information purposes only and is not intended to and does not constitute, or
form part of, an offer to sell or an invitation to purchase any securities or the solicitation of an offer
to buy any securities, pursuant to the Offer or otherwise, nor shall there be any purchase, sale or
exchange of securities or such solicitation in any jurisdiction in which such offer, solicitation or sale
or exchange would be unlawful prior to the registration or qualification under the laws of such
jurisdiction. The Offer will be made solely by means of the Offer Document or any document by which
the Offer is made which will contain the full terms and conditions of the Offer, including details of
how to vote in respect of the acquisition.
This announcement has been prepared for the purpose of complying with English law and the Code
and the information disclosed may not be the same as that which would have been disclosed if this
announcement had been prepared in accordance with the laws of jurisdictions outside the United
Kingdom.
The statements contained in this announcement are made as at the date of this announcement, unless
some other time is specified in relation to them, and service of this announcement shall not give rise
to any implication that there has been no change in the facts set out in this announcement since such
date.
Overseas Shareholders
Gemfields Shareholders who are not resident in and citizens of the United Kingdom may be affected
by the laws of the relevant jurisdictions in which they are located or of which they are citizens.
Persons who are not resident in the United Kingdom should inform themselves of, and observe, any
applicable legal or regulatory requirements of their jurisdictions.
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Unless otherwise determined by Pallinghurst or required by the Takeover Code and permitted by
applicable law and regulation, the Offer is not being made, and will not be made, directly or
indirectly, in or into, by use of the mails of, or by any means or instrumentality of inter-state or
foreign commerce of, or any facility of a national, state or other securities exchange of, or from or
within, a Restricted Jurisdiction, or any other overseas jurisdiction in respect of which such action
would not be lawful. Accordingly, unless otherwise determined by Pallinghurst or required by the
Takeover Code and permitted by applicable law and regulation, copies of this document, the
accompanying Forms of Acceptance and any other formal documentation relating to the Offer will
not be, and must not be, mailed or otherwise forwarded, distributed or sent in, into or from any
jurisdiction where to do so would violate the laws of that jurisdiction. Any person (including, without
limitation, any agent, nominee, custodian or trustee) who has a contractual or legal obligation, or
may otherwise intend, to forward this document, and/or any related document, to a jurisdiction
outside the United Kingdom should inform themselves of, and observe, any applicable legal or
regulatory requirements of their jurisdiction and must not mail, send or otherwise forward or
distribute them in, into or from a Restricted Jurisdiction. Doing so may render any purported
acceptances of the Offer invalid.
The release, publication or distribution of this document in or into jurisdictions other than the United
Kingdom may be restricted by law and therefore any persons who are subject to the laws of any
jurisdiction other than the United Kingdom should inform themselves about, and observe, any
applicable requirements. Any failure to comply with the applicable restrictions may constitute a
violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable
law, the companies and persons involved in the Offer disclaim any responsibility or liability for the
violation of such restrictions by any person.
This document has been prepared for the purposes of complying with the laws of England and Wales
and the Takeover Code and the information disclosed may not be the same as that which would have
been disclosed if this document had been prepared in accordance with the laws of jurisdictions
outside the United Kingdom.
Statements made in this document
The statements in this document are not to be construed as legal, business, financial or tax advice. If
you are in doubt about the content of this document, you should contact your own legal, financial or
tax adviser for legal, financial or tax advice. The statements contained in this document are made as
at the date of this document, unless some other time is specified in relation to them, and despatch of
this document shall not give rise to any implication that there has been no change in the facts set forth
in this document since such date. Nothing contained in this document shall be deemed to be a
forecast, projection or estimate of the future financial performance of Gemfields or Pallinghurst
unless otherwise stated. No person is authorised to make any representations on behalf of
Pallinghurst which are inconsistent with the statements contained in this document and any such
representations, if made must not be relied on as having been so authorised.
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Consideration Shares
The Consideration Shares will be admitted to trading on the JSE. No application will be sought for
admission of the Consideration Shares to the Official List of the UK Listing Authority or to trading on
the London Stock Exchange.
The Consideration Shares are not being offered to the public by means of this document. This
document is an advertisement and does not constitute a prospectus or prospectus equivalent
document. Investors should not acquire any Consideration Shares except on the basis of the
Prospectus published by Pallinghurst on the date of this document which contains information about
Pallinghurst, the Pallinghurst Group and the Consideration Shares and is available on Pallinghurst's
website at www.pallinghurst.com/gemfields-offer.
Forward-looking statements
This document (including information incorporated by reference in this document) contains
statements that are or may be forward-looking statements. Forward-looking statements are
prospective in nature and are not based on historical facts, but rather on current expectations and
projections of the management of the Pallinghurst Group about future events, and are therefore
subject to risks and uncertainties which could cause actual results to differ materially from the future
results expressed or implied by the forward-looking statements. Actual results may differ materially
from those expressed in the forward-looking statements depending on a number of factors, including
the satisfaction of the Conditions, future market conditions, the behaviour of other market
participants, an adverse change in the economic climate and the extent to which Gemfields' business
is successfully integrated within the Pallinghurst Group, among others. Risks relating to Gemfields
and the Pallinghurst Group are included in their respective annual and quarterly reports. Many of
these risks and uncertainties relate to factors that are beyond the relevant companies' abilities to
control or estimate precisely, such as future market conditions and the behaviours of other market
participants and, therefore, undue reliance should not be placed on such statements.
The forward-looking statements contained in this document include statements relating to the
expected effects of the Offer on the Pallinghurst Group, the expected timing and scope of the Offer
and other statements other than historical facts. All statements other than statements of historical
facts included in this document may be forward-looking statements. Without limitation, any
statements preceded or followed by or that include the words 'targets', 'plans', 'believes',
'expects', 'aims', 'intends', 'will', 'should', 'could', 'would', 'may', 'anticipates',
'estimates', 'synergy', 'cost-saving', 'projects', 'goal', 'strategy', 'budget', 'forecast' or
'might', or words or terms of similar substance or the negative thereof, are forward-looking
statements. Forward-looking statements include statements relating to the following: (i) future
capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness,
financial condition, dividend policy, losses and future prospects; (ii) business and management
strategies and the expansion and growth of the Pallinghurst Group's or Gemfields' operations and
potential synergies resulting from the Offer; and (iii) the effects of government regulation on the
Pallinghurst Group's or Gemfields' business.
All subsequent oral or written forward-looking statements attributable to the Pallinghurst Group or
any persons acting on its behalf are expressly qualified in their entirety by the cautionary statement
above. The forward-looking statements contained in this document are made as of the date hereof
and Pallinghurst assumes no obligation, and does not intend, publicly to update or revise these
forward-looking statements, whether as a result of future events, new information or otherwise, except
as required pursuant to applicable law.
Dealing disclosure requirements of the Takeover Code
Under Rule 8.3(a) of the Takeover 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,
EMEA 113755209 4
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 Takeover 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, 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.
Publication of this document
A copy of this document together with those documents listed in paragraph Error! Reference source
not found. of Error! Reference source not found. of this document, and all information incorporated
into this document by reference to another source will be available free of charge, subject to any
applicable restrictions relating to persons resident in Restricted Jurisdictions, on Pallinghurst's
website at www.pallinghurst.com/gemfields-offer by no later than 12:00 noon (London time) on the
Business Day following the date of publication of this document.
You may request a hard copy of this document (and any information incorporated into it by reference)
by calling Computershare Investor Services PLC between 8:30 am and 5:30 pm (London time)
Monday to Friday (except UK public holidays) on 0370 707 1826 from within the United Kingdom or
on +44 370 707 1826 if calling from outside the United Kingdom. You may also request that all
future documents, announcements and information to be sent to you in relation to the Offer should be
sent in hard copy form.
5
Rounding
Certain figures included in this document have been subjected to rounding adjustments. Accordingly,
figures shown for the same category presented in different tables may vary slightly and figures shown
as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.
6
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