PALLINGHURST RESOURCES LIMITED - Posting of Compulsory Acquisition Notices

Posting of Compulsory Acquisition Notices

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

OFFER for GEMFIELDS PLC by PALLINGHURST RESOURCES LIMITED

Posting of Compulsory Acquisition Notices
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 1 August 2017, the Company announced that the Offer had been closed to acceptances and that it
had received valid acceptances to the Offer, representing not less than 90% in value of the Gemfields
Shares to which the Offer relates and 90% of the voting rights attaching to such shares, pursuant to
section 979(2) of the Companies Act 2006 (the “CA 2006”).

Compulsory Acquisition
Further to its announcement on 1 August 2017 regarding its intention to implement the compulsory
acquisition procedure under Chapter 3 of Part 28 of the CA 2006, Pallinghurst announces the despatch
today of formal compulsory acquisition notices under Sections 979 and 980 of the CA 2006 (the
“Compulsory Acquisition Notices”) to Gemfields Shareholders who have not yet accepted the Offer.
These notices set out Pallinghurst’s intention to apply the provisions of Section 979 of the Act to
acquire compulsorily any remaining Gemfields Shares in respect of which the Offer has not been
accepted on the same terms as the Offer. The transfer of Gemfields Shares in accordance with the
Compulsory Acquisition Notices will take place on 19 September 2017, being six weeks from the date
of the Compulsory Acquisition Notices.

On the expiry of six weeks from the date of the Compulsory Acquisition Notices, being 19 September
2017, the Gemfields Shares held by those Gemfields Shareholders who have not accepted the Offer
will be acquired compulsorily by Pallinghurst on the same terms as the Offer. The consideration to
which those Gemfields Shareholders will be entitled will be held by Gemfields as trustee on behalf of
those Gemfields Shareholders who have not accepted the Offer and they will be requested to claim
their consideration by writing to Gemfields at the end of the six-week period.
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

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 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.
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.

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