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Successful completion of the compulsory acquisition of Gemfields and Directors' Dealing
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”)
Successful completion of the compulsory acquisition of Gemfields
Pallinghurst is pleased to announce the formal completion of the compulsory acquisition of Gemfields plc
(“Gemfields”) pursuant to the provisions of section 979 of the Companies Act 2006 and that it now owns
100% of the issued share capital of Gemfields.
Accordingly, the Company now has 1,431,685,553 ordinary shares in issue. The total shares allotted
include 96,276,146 ordinary shares allotted to the Company via an associate included within the
Pallinghurst Group, which is controlled equally by Pallinghurst and three other shareholders.
Directors’ dealings
As a result of the completion of the compulsory acquisition process, shareholders are advised that the
following entity received interests in Pallinghurst ordinary shares as a result of the Offer, which is
notifiable by virtue of being a transaction in Pallinghurst shares by Directors of the Company:
Name of Associate Details of the transaction
Autumn Holdings Brian Gilbertson and Sean Gilbertson hold an interest in Autumn Holdings
Asset Inc Asset Inc which in turn held 988,079 Gemfields Shares. These shares were
compulsorily acquired by Pallinghurst.
On 29 September 2017, 1,887,230 new Pallinghurst shares, with a total value
of R6,510,943.50 were issued to settle the above Gemfields shares
compulsorily acquired.
Name of Associate Details of the transaction
The nature of interest is indirect, beneficial.
Directors’ shareholdings
The current shareholdings of all Pallinghurst Directors in the share capital of Pallinghurst are as follows:
Direct Indirect Total
Director Position interest interest interest
Brian Gilbertson 1, 2, 3 Chairman - 26,148,899 26,148,899
Arne H. Frandsen 1 Chief Executive 5,097,129 - 5,097,129
Andrew Willis 1, 4 Finance Director 2,446,054 - 2,446,054
Executive Director -
Sean Gilbertson 1, 2, 3 Gemstones 4,748,536 - 4,748,536
Non-Executive
Dr Christo Wiese 5 Director - 162,593,107 162,593,107
Independent Non-
Kwape Mmela Executive Director - 8,325,334 8,325,334
Independent Non-
Martin Tolcher Executive Director - - -
Independent Non-
Lumkile Mondi Executive Director - - -
Independent Non-
Erich Clarke Executive Director - - -
¹ Brian Gilbertson, Arne H. Frandsen, Andrew Willis, Sean Gilbertson and former Director, Priyank Thapliyal, together hold all of
the interests in Pallinghurst (Cayman) Founder L.P. which in turn holds 10,296,964 Pallinghurst shares via Fabergé Conduit
Limited.
² Brian Gilbertson holds an interest in Autumn Holdings Asset Inc, (a company in which immediate members of Brian’s family,
including Sean Gilbertson, also hold interests) which in turn holds 1,887,230 Pallinghurst shares.
3 Pallinghurst Resources Management L.P., a limited partnership in which Brian Gilbertson holds a 25% interest and Sean
Gilbertson holds a 50% interest, is entitled to 3,030,652 Pallinghurst shares, however, these shares have not yet been claimed
following the compulsory acquisition of Gemfields.
4 Andrew Willis holds an additional interest in Pallinghurst through a Contract for Difference (CFD) over 34,380 shares and not
directly in Pallinghurst shares.
5 Included in Dr Wiese’s shareholding are 2,204,700 Pallinghurst shares, held by members of Dr Wiese’s immediate family.
Share option plan
The Pallinghurst Share Plan was approved by shareholders on 26 June 2017 and as detailed in the Circular,
share options were awarded at a R3.45 strike price to each of the Company’s five Executive Directors.
Priyank Thapliyal elected not to take up any share options and therefore the share options awarded to
the Executive Directors are as follows:
Director: Brian Gilbertson
Date of transaction: 14 September 2017
Nature of transaction: Acceptance of employee share options (of which 1/5th vested immediately
and then annually over the next 4 years) 1
Number of securities: 27,890,213
Class of securities: Ordinary shares
Option strike price: ZAR3.45
Value of transaction: ZAR96,221,234.85
Nature of interest: Direct beneficial
Expiry date: 14 September 2024
Clearance obtained: Yes
1 Brian Gilbertson will become the Company’s non-executive Chairman from 31 December 2017 and therefore will forego his
right to 22,312,170 share options i.e. all share options other than the 5,578,043 share options which vested immediately upon
grant.
Director: Arne H. Frandsen
Date of transaction: 14 September 2017
Nature of transaction: Acceptance of employee share options (of which 1/5th vested immediately
and then annually over the next 4 years)
Number of securities: 27,890,213
Class of securities: Ordinary shares
Option strike price: ZAR3.45
Value of transaction: ZAR96,221,234.85
Nature of interest: Direct beneficial
Expiry date: 14 September 2024
Clearance obtained: Yes
Director: Andrew Willis
Date of transaction: 14 September 2017
Nature of transaction: Acceptance of employee share options (of which 1/5th vested immediately
and then annually over the next 4 years)
Number of securities: 27,890,213
Class of securities: Ordinary shares
Option strike price: ZAR3.45
Value of transaction: ZAR96,221,234.85
Nature of interest: Direct beneficial
Expiry date: 14 September 2024
Clearance obtained: Yes
Director: Sean Gilbertson
Date of transaction: 14 September 2017
Nature of transaction: Acceptance of employee share options (of which 1/5th vested immediately
and then annually over the next 4 years)
Number of securities: 27,890,213
Class of securities: Ordinary shares
Option strike price: ZAR3.45
Value of transaction: ZAR96,221,234.85
Nature of interest: Direct beneficial
Expiry date: 14 September 2024
Clearance obtained: Yes
In compliance with schedule 14.9 and paragraphs 3.63 – 3.69 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
22 December 2017
Sponsor
Investec Bank Limited
Date: 22/12/2017 12:25:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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