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
For immediate release
26 June 2017
FURTHER UPDATE IN RESPECT OF THE OFFER
PALLINGHURST RESOURCES LIMITED ("PALLINGHURST")
Following discussions with the Takeover Panel, Pallinghurst is making this announcement to clarify that the Pallinghurst Group's interests in 258,908,915 Gemfields Shares (representing 47.09% of Gemfields' existing issued share capital) consists of the 208,502,556 Gemfields Shares (representing 37.92% of Gemfields' existing issued share capital) held by The Pallinghurst Resources Fund L.P., a wholly owned subsidiary of Pallinghurst, and the 50,406,359 Gemfields Shares (representing 9.17% of Gemfields' existing share capital) held by Fabergé Conduit Limited ("FCL") for the benefit of Pallinghurst.
For avoidance of doubt, the Offer is made by Pallinghurst to acquire all of the Gemfields Shares not already owned by or on behalf of the Pallinghurst Group (which for these purposes excludes any Gemfields Shares held by FCL). Accordingly, the Offer extends to the all Gemfields Shares other than the 208,502,556 Gemfields Shares (representing 37.92% of Gemfields' existing issued share capital) held by the Pallinghurst Group.
FCL is controlled equally by The Pallinghurst Resources Fund L.P. and three other concert parties of Pallinghurst, and FCL is not considered by Pallinghurst to be a subsidiary of Pallinghurst. Accordingly, the 50,406,359 Gemfields Shares held by FCL have been tendered into the Offer by way of acceptance of the Offer.
As of 6:00 p.m. on 23 June 2016, Pallinghurst has received valid acceptances in respect of 131,571,173 Gemfields Shares (representing approximately 23.93% of the existing issued share capital of Gemfields). Together with the 208,502,556 Gemfields Shares (representing 37.92% of the existing issued share capital of Gemfields) already held by the Pallinghurst Group, this represents 340,073,729 Gemfields Shares (approximately 61.85% of the existing issued share capital of Gemfields). Further to the announcement dated 20 June 2017, the Offer has been declared unconditional as to acceptances.
Valid acceptances in respect of 131,544,683 Gemfields Shares (representing approximately 23.93% of the existing issued share capital of Gemfields) are from persons acting in concert with Pallinghurst, of which valid acceptances in respect of 80,382,907 Gemfields Shares (representing 14.62% of the existing issued share capital of Gemfields) were subject to irrevocable undertakings procured by Pallinghurst.
In addition to the above, as of 6:00 p.m. on 23 June 2017, there are 74,582,028 Gemfields Shares (representing approximately 13.56% of the existing issued share capital of Gemfields) subject to the irrevocable undertakings which remain outstanding.
Continuation of the Offer
The Offer shall remain open for acceptances until 1:00 p.m. (London time) on 4 July 2017.
Gemfields Shareholders who have not yet accepted the Offer are encouraged to do so without delay. 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, and in any event no later than 1:00 p.m. (London time) on 4 July 2017, in accordance with the procedure set out in the Offer Document and in the Form of Acceptance. 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 and, in any event, by no later than 1:00 p.m. on 4 July 2017.
Terms used in this announcement have the meanings given to them in the Offer Document, unless stated otherwise.
For further information contact:
Pallinghurst Resources Limited
11 New Street,
St Peter Port,
Phone: +44 148 1726034
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
London EC2M 2QS
London: +44 (0) 20 7567 8000
South Africa: +27 11 322 70 00
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.
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.
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.
This information is provided by RNS