To view the PDF file, sign up for a MySharenet subscription.

PALLINGHURST RESOURCES LIMITED - Pallinghurst successful will complete acquisition

Release Date: 19/07/2017 12:30
Code(s): PGL     PDF:  
Wrap Text
Pallinghurst successful – will complete acquisition

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’ or the ‘Company’)


PALLINGHURST SUCCESSFUL – WILL COMPLETE ACQUISITION


On 19 May 2017, the Board of Pallinghurst Resources Limited (“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 plc (“Gemfields”) (other than the Gemfields Shares
already held by the Pallinghurst Group), to be implemented by means of a takeover offer 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.
On 13 June 2017, Pallinghurst posted to Gemfields Shareholders an offer document containing the
full terms and conditions of the Offer (the “Offer Document”). The Offer became wholly
unconditional on 26 June 2017.

On 30 June 2017, Gemfields announced that it has applied to the London Stock Exchange for the
cancellation of admission to trading on AIM of the Gemfields Shares (the “Cancellation”) in
accordance with Rule 41 of the AIM Rules. It is expected that the Cancellation will take effect at 7:00
a.m. (London time) on 28 July 2017.

Level of acceptances
As at 5 p.m. on 18 July 2017, Pallinghurst has received valid acceptances in respect of 323,683,008
Gemfields Shares (representing approximately 57.91% of the existing issued share capital of
Gemfields). Together with the 208,502,556 Gemfields Shares (representing 37.30% of the existing
issued share capital of Gemfields) already held by the Pallinghurst Group, this represents 532,185,564
Gemfields Shares (approximately 95.21% of the existing issued share capital of Gemfields).
Valid acceptances in respect of 199,917,730 Gemfields Shares (representing approximately 35.77% of
the existing issued share capital of Gemfields) are from persons acting in concert with Pallinghurst, of
which valid acceptances in respect of 154,764,935 Gemfields Shares (representing 27.69% of the
existing issued share capital of Gemfields) were subject to irrevocable undertakings procured by
Pallinghurst.

Compulsory Acquisition
As referred to above, the valid acceptances represent approximately 92.38% of the Gemfields Shares
to which the Offer relates. Accordingly, Pallinghurst will now commence the procedure pursuant to
Section 979 of the Companies Act 2006 to compulsorily acquire the remaining Gemfields Shares to
which the Offer relates.

Notices will be sent to non-accepting Gemfields Shareholders informing them of the compulsory
acquisition of their Gemfields Shares in due course.
Offer open for acceptances

The Offer shall remain open for acceptances until 1:00 p.m. (London time) on 1 August 2017.
Gemfields Shareholders who have not yet accepted the Offer are urged to do so as soon as possible.
To accept the Offer in respect of the Gemfields Shares held in certificated form (that is, not in
CREST), the Gemfields Shareholders should sign, complete and return the Form of Acceptance so as
to be received as soon as possible. To accept the Offer in respect of the Gemfields Shares 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.

Settlement
Settlement of the share consideration to which Gemfields Shareholders are entitled under the Offer
will be despatched to validly accepting Gemfields Shareholders within 14 days of receipt of the
acceptance, valid and complete in all respects. Separate arrangements will be made in respect of any
non-accepting Gemfields Shareholders whose shares are compulsorily acquired in accordance with
Section 979 of the Companies Act 2006.
Terms used in this announcement have the meanings given to them in the Offer Document, unless
stated otherwise.

Arne H. Frandsen, Chief Executive of Pallinghurst commented:
"I am delighted that Pallinghurst will become successful in acquiring 100% of Gemfields. This will
allow for the Pallinghurst team to take full operational control, revitalise the company and unlock the
synergies. This will in turn strengthen and improve Gemfields's operational and financial position."

Guernsey
19 July 2017

Transaction sponsor
UBS South Africa (Pty) Ltd

Enquiries:

For further information contact:

Pallinghurst Resources Limited
11 New Street,
St Peter Port,
Guernsey,
GY12PF,
Channel Islands
Phone: +44 148 1726034

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


        2
UBS Investment Bank
5 Broadgate
London EC2M 2QS
United Kingdom

London: +44 (0) 20 7567 8000
Ian Hart
Jason Hutchings
Abid Chaudhri

South Africa: +27 11 322 70 00
Brian Smith
Gary Hudson


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.

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.
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

        3
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.




        4

Date: 19/07/2017 12:30:00 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.

Share This Story