Wrap Text
Gemfields to de-list at 07:00 on Friday 28 July, Gemfields shareholders urged to accept the offer
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’)
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART,
DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO
SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF SUCH JURISDICTION
GEMFIELDS TO DE-LIST AT 0700 ON FRIDAY 28 JULY, GEMFIELDS SHAREHOLDERS
URGED TO ACCEPT THE OFFER
On 19 July 2017, Pallinghurst Resources Limited (“Pallinghurst”) made an announcement providing a
further update in respect of its offer (“Offer”) for Gemfields plc (“Gemfields”). Pallinghurst intends to
commence the procedure pursuant to Section 979 of the Companies Act 2006 to compulsorily acquire
the remaining Gemfields Shares to which the Offer relates, and notices will be sent to non-accepting
Gemfields Shareholders informing them of the compulsory acquisition of their Gemfields Shares in
due course.
Shareholders are reminded that on 30 June 2017, Gemfields announced that it had applied to the
London Stock Exchange for the cancellation of admission to trading on AIM of the Gemfields Shares
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.
On 19 July 2017, Gemfields announced that the Independent Committee of Gemfields recommends
that Gemfields Shareholders who have not yet accepted the Offer accept immediately so as to receive
their new shares in Pallinghurst as consideration for their Gemfields Shares at an earlier date than they
otherwise would do as part of the compulsory acquisition procedure.
Accordingly, Gemfields Shareholders who have not yet accepted the Offer are urged to do so as
soon as possible.
Full details of the Offer are provided in the offer document dated 13 June 2017 (the “Offer
Document”). Words and expressions defined in the Offer Document have the same meanings when
used in this letter unless otherwise stated.
Guernsey
27 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
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
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.
Date: 27/07/2017 07:05:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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