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Update on issued share capital, directors' shareholdings & dealings by directors pursuant to 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’)
Update on issued share capital, directors' shareholdings and dealings by Pallinghurst directors
pursuant to the offer for Gemfields
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 plc (“Gemfields”) (other than the Gemfields Shares already held by the
Pallinghurst Group) (the “Offer”).
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 and on
8 August 2017 the Company announced that it had posted formal compulsory acquisition notices to
Gemfields Shareholders who have not yet accepted the Offer.
As at 17 August 2017, the Company had 1,399,493,028 ordinary shares in issue. The Company also
has an interest in 96,276,145 ordinary shares in the Company via Fabergé Conduit Limited ("FCL"),
which is controlled equally by Pallinghurst and three other shareholders.
On 13 July 2017, the Company announced the appointments to the Pallinghurst reconstituted board of
Directors. The current shareholdings of all Pallinghurst Directors in the share capital of Pallinghurst
are as follows:
Director Position Direct Indirect Total
interest interest interest
Brian Gilbertson¹ Chairman - 24,261,669 24,261,669
Arne H. Chief Executive 5,097,129 - 5,097,129
Frandsen¹
Andrew Willis¹ ² Financial Director 2,446,054 - 2,446,054
Sean Gilbertson¹ Chief Investment 4,748,536 - 4,748,536
Officer
Priyank Chief Operating 4,175,536 - 4,175,536
Thapliyal¹ Officer
Dr Christo Wiese Non-Executive - 162,593,107 162,593,107
Director
Martin Tolcher Independent Non- - - -
Executive Director
Lumkile Mondi Independent Non- - - -
Executive Director
Erich Clarke Independent Non- - - -
Executive Director
Kwape Mmela Independent Non- - 8,325,334 8,325,334
Executive Director
¹ Brian Gilbertson, Arne H. Frandsen, Andrew Willis, Priyank Thapliyal and Sean Gilbertson together hold all the interests
in Pallinghurst (Cayman) Founder L.P. which in turn holds 10,296,964 Pallinghurst shares via Fabergé Conduit Limited.
² Andrew Willis holds an additional interest in Pallinghurst through a Contract for Difference (CFD) over 34,380 shares and
not directly in Pallinghurst shares.
As a result of the Offer, Pallinghurst shareholders are advised that the following Directors received
interests in Pallinghurst ordinary shares, which are notifiable by virtue of being transactions in
Pallinghurst shares by Directors of the Company:
Name of Details of the transaction
Director/Associate
Dr Christo Wiese Dr Christo Wiese held 5,944,583 Gemfields shares, which were tendered into
the Offer during June 2017:
• 3,100,000 shares in Gemfields indirectly via Myrtledare Corp
• 2,594,583 shares in Gemfields indirectly via Rivomore Limited
• 250,000 shares in Gemfields indirectly via CCIJ Investments (Pty)
Ltd
On 17 July 2017, 11,354,154 new Pallinghurst shares, with a total value of
R39,171,831.30 were issued to settle the above Gemfields shares tendered
into the Offer.
The nature of interest is indirect, beneficial.
Andrew Willis On 14 August 2017 a Gemfields Contract for Difference (CFD) at an exercise
price of £180 per GBp movement in Gemfields shares was compulsorily
converted as a result of the Offer into £20.11 per ZAc in Pallinghurst shares.
The nature of interest is direct, beneficial.
Sean Gilbertson Sean Gilbertson held a direct beneficial interest in 300,000 Gemfields shares,
which were tendered into the Offer during July 2017.
On 17 July 2017, 191,000 new Pallinghurst shares, with a total value of
R658,950 and on 31 July 2017, 382,000 new Pallinghurst shares, with a total
value of R1,317,900, altogether totaling R1,976,850 were issued to settle the
above Gemfields shares tendered into the Offer.
The nature of interest is direct, beneficial.
Pallinghurst Brian Gilbertson, Arne H. Frandsen, Andrew Willis, Priyank Thapliyal and
(Cayman) Sean Gilbertson together hold all the interests in Pallinghurst (Cayman)
Founder L.P. Founder L.P. which in turn held 5,391,081 Gemfields Shares via Fabergé
Conduit Limited. These shares were tendered into the Offer during June
2017.
On 17 July 2017, 10,296,964 new Pallinghurst shares, with a total value of
R35,524,525.80 were issued to settle the above Gemfields shares tendered
into the Offer.
The nature of interest is indirect, beneficial.
In compliance with paragraphs 3.63 – 3.66 of the JSE Listings Requirements, the following
information is disclosed by the Company, unless stated otherwise above:
• The transactions were completed off-market
• The issue price of a Pallinghurst share issued in terms of the Offer was R3.45
• The above transactions occurred pursuant to the Offer on the terms approved by Pallinghurst
shareholders and where applicable, the requisite clearance to deal was obtained
Guernsey
17 August 2017
Transaction Sponsor
UBS South Africa (Pty) Ltd
Date: 17/08/2017 03:25:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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