TIDMGEM
RNS Number : 5118L
Pallinghurst Resources Limited
19 July 2017
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
19 July 2017
FURTHER UPDATE IN RESPECT OF THE OFFER
for
GEMFIELDS PLC
by
PALLINGHURST RESOURCES LIMITED
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 30 June 2017, Gemfields announced that it has applied to the
London Stock Exchange for the cancellation of admission to trading
on AIM of the Gemfields Shares (the "Cancellation") 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.
Level of acceptances
As at 5 p.m. on 18 July 2017, Pallinghurst has received valid
acceptances in respect of 323,683,008 Gemfields Shares
(representing approximately 57.91% of the existing issued share
capital of Gemfields). Together with the 208,502,556 Gemfields
Shares (representing 37.30% of the existing issued share capital of
Gemfields) already held by the Pallinghurst Group, this represents
532,185,564 Gemfields Shares (approximately 95.21% of the existing
issued share capital of Gemfields).
Valid acceptances in respect of 199,917,730 Gemfields Shares
(representing approximately 35.77% of the existing issued share
capital of Gemfields) are from persons acting in concert with
Pallinghurst, of which valid acceptances in respect of 154,764,935
Gemfields Shares (representing 27.69% of the existing issued share
capital of Gemfields) were subject to irrevocable undertakings
procured by Pallinghurst.
Compulsory Acquisition
As referred to above, the valid acceptances represent
approximately 92.38% of the Gemfields Shares to which the Offer
relates. Accordingly, Pallinghurst will now commence the procedure
pursuant to Section 979 of the Companies Act 2006 to compulsorily
acquire the remaining Gemfields Shares to which the Offer
relates.
Notices will be sent to non-accepting Gemfields Shareholders
informing them of the compulsory acquisition of their Gemfields
Shares in due course.
Offer open for acceptances
The Offer shall remain open for acceptances until 1:00 p.m.
(London time) on 1 August 2017.
Gemfields Shareholders who have not yet accepted the Offer are
urged to do so as soon as possible. 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. 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.
Settlement
Settlement of the share consideration to which Gemfields
Shareholders are entitled under the Offer will be despatched to
validly accepting Gemfields Shareholders within 14 days of receipt
of the acceptance, valid and complete in all respects. Separate
arrangements will be made in respect of any non-accepting Gemfields
Shareholders whose shares are compulsorily acquired in accordance
with Section 979 of the Companies Act 2006.
Terms used in this announcement have the meanings given to them
in the Offer Document, unless stated otherwise.
Arne H. Frandsen, Chief Executive of Pallinghurst commented:
"I am delighted that Pallinghurst will become successful in
acquiring 100% of Gemfields. This will allow for the Pallinghurst
team to take full operational control, revitalise the company and
unlock the synergies. This will in turn strengthen and improve
Gemfields's operational and financial position."
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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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