TIDMPDL
RNS Number : 0831T
Petra Diamonds Limited
29 June 2018
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS
RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED
STATES, ANY OF THE EXCLUDED TERRITORIES OR ANY OTHER JURISDICTION
IN WHICH IT WOULD BE UNLAWFUL TO DO SO.
THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND DOES NOT CONSTITUTE A
PROSPECTUS OR PROSPECTUS EQUIVALENT DOCUMENT. NOTHING IN IT SHALL
CONSTITUTE AN OFFERING OF ANY SECURITIES. ANY DECISION TO PURCHASE,
SUBSCRIBE FOR, OTHERWISE ACQUIRE, SELL OR OTHERWISE DISPOSE OF ANY
PROVISIONAL ALLOTMENT LETTER, NIL PAID RIGHTS, DI NIL PAID RIGHTS,
Rights Issue Shares AND/OR NEW DIS MUST BE MADE ONLY ON THE BASIS
OF THE INFORMATION CONTAINED IN AND INCORPORATED BY REFERENCE INTO
THE PROSPECTUS ONCE PUBLISHED.
PLEASE SEE THE IMPORTANT NOTICE AT THE OF THIS ANNOUNCEMENT.
FOR IMMEDIATE RELEASE
29 June 2018 LSE: PDL
Petra Diamonds Limited
("Petra", "the Company" or "the Group")
Results of the Rump Placing
Petra Diamonds Limited announces that, following its
announcement earlier today regarding valid acceptances under the
fully underwritten Rights Issue (announced on 24 May 2018), RBC
Capital Markets, acting as Global Co-ordinator, Sponsor, Joint
Bookrunner and Underwriter, Barclays Bank PLC, acting through its
investment bank, acting as Joint International Bookrunner and
Underwriter, and BMO Capital Markets Limited, acting as Joint
Bookrunner and Underwriter (together, the "Joint Bookrunners and
Underwriters") today procured subscribers for 16,729,685 Rights
Issue Shares for which valid acceptances were not received,
representing approximately 5.03% of the Rights Issue Shares, at a
price of 56.25 pence per Rights Issue Share.
The net proceeds from the placing of such Rights Issue Shares
(after the deduction of the Issue Price of 40 pence per Rights
Issue Share and the expenses of the Rights Issue) will be paid
(without interest) to those persons whose rights have lapsed in
accordance with the terms of the Rights Issue, pro rata to their
lapsed provisional allotments, save that individual amounts of less
than GBP5 will not be paid to such persons but will be paid to the
Company.
Capitalised terms not defined herein have the meanings given to
them in the combined circular and prospectus published by the
Company on 24 May 2018, which is available on the Company's website
at www.petradiamonds.com.
Ends
For further information, please contact:
Petra Diamonds, London Telephone: +44 20 7494 8203
Cathy Malins cathy.malins@petradiamonds.com
Cornelia Grant cornelia.grant@petradiamonds.com
Buchanan Telephone: +44 20 7466 5000
(PR Adviser)
Bobby Morse pdl@buchanan.uk.com
Anna Michniewicz
RBC Capital Markets Telephone: +44 207 653 4000
(Sponsor, Global Co-ordinator,
Joint Bookrunner and Underwriter)
Matthew Coakes
Jonathan Hardy
Rupert Walford
Barclays Bank Plc Telephone: +44 20 7623 2323
(Joint International Bookrunner and Underwriter)
Caroline Learmonth
Robert Mayhew
Philip Drake
BMO Capital Markets Limited Telephone: +44 20 7236 1010
(Joint Bookrunner and Underwriter)
Jeffrey Couch
Neil Haycock
Thomas Rider
About Petra Diamonds Limited
Petra Diamonds is a leading independent diamond mining group and
an increasingly important supplier of rough diamonds to the
international market. The Company has a diversified portfolio
incorporating interests in five producing operations: three
underground mines in South Africa (Finsch, Cullinan and
Koffiefontein), the Kimberley Ekapa Mining joint venture (including
the Kimberley Underground mine and extensive tailings retreatment
operations) and one open pit mine in Tanzania (Williamson). It also
maintains an exploration programme in Botswana and South
Africa.
Petra's strategy is to focus on value rather than volume
production by optimising recoveries from its high quality asset
base in order to maximise the efficiency and profitability of its
operations. The Group has a significant resource base in excess of
300 million carats, which supports the potential for long-life
operations.
Petra conducts all operations according to the highest ethical
standards and will only operate in countries which are members of
the Kimberley Process. The Company aims to generate tangible value
for each of its stakeholders, thereby contributing to the
socio-economic development of its host countries and supporting
long-term sustainable operations to the benefit of its employees,
partners and communities.
Petra is quoted with a premium listing on the Main Market of the
London Stock Exchange under the ticker 'PDL' and is a constituent
of the FTSE4Good Index. For more information, visit
www.petradiamonds.com.
IMPORTANT NOTICE
Defined terms used in the prospectus published by the Company on
24 May 2018 in respect of the Rights Issue (the "Prospectus") shall
have the same meanings when used in this announcement unless the
context requires otherwise.
The information contained in this announcement is for background
purposes only and does not purport to be full or complete. No
reliance may be placed for any purpose on the information contained
in this announcement or its accuracy or completeness. The
information in this announcement is subject to change. Nothing in
this announcement should be interpreted as a term or condition of
the Rights Issue.
These materials are not for release, publication or
distribution, directly or indirectly, in or into the United States
(including its territories and possessions, any State of the United
States and the District of Columbia). These materials do not
constitute or form a part of any offer or solicitation to purchase
or subscribe for securities in the United States. The Securities
have not been and will not be registered under the U.S. Securities
Act of 1933, as amended (the "U.S. Securities Act") or under any
securities laws of any state or other jurisdiction of the United
States and may not be offered, sold, taken up, exercised, resold,
renounced, transferred or delivered, directly or indirectly, within
the United States except pursuant to an applicable exemption from,
or in a transaction not subject to, the registration requirements
of the U.S. Securities Act and in compliance with any applicable
securities laws of any state or other jurisdiction of the United
States. There will be no public offer in the United States or any
other jurisdiction in which such offer, solicitation or sale would
be unlawful prior to registration, exemption from registration or
qualification under the securities laws of such jurisdiction.
The distribution of this announcement and/or the Prospectus
and/or the Provisional Allotment Letter and/or the transfer of the
Rights Issue Shares into jurisdictions other than the United
Kingdom may be restricted by law, and, therefore, persons into
whose possession this announcement and/or the Prospectus and/or the
Provisional Allotment Letter comes should inform themselves about
and observe any such restrictions. Any failure to comply with any
such restrictions may constitute a violation of the securities laws
of such jurisdiction.
RBC Europe Limited (trading as RBC Capital Markets) ("RBC"),
Barclays Bank Plc (acting through its investment bank) ("Barclays")
are each authorised in the United Kingdom by the Prudential
Regulation Authority (the "PRA") and regulated by the PRA and the
FCA in the United Kingdom. BMO Capital Markets Limited ("BMO",
together with RBC and Barclays, the "Joint Bookrunners"), which is
authorised and regulated in the United Kingdom by the FCA. The
Joint Bookrunners are each acting exclusively for the Company and
no one else in connection with the Rights Issue and Admission, will
not regard any other person (whether or not a recipient of this
document) as a client in relation to the Rights Issue or Admission
and will not be responsible to anyone other than the Company for
providing the protections afforded to their respective clients, or
for providing advice, in relation to the Rights Issue or Admission
or any other transaction or arrangement referred to herein.
No action has been taken by the Company, RBC, Barclays or BMO
that would permit an offering of the Nil Paid Rights, the DI Nil
Paid Rights, the Rights Issue Shares or the New DIs, or possession
or distribution of this announcement, the Prospectus, the
Provisional Allotment Letter or any other offering or publicity
material relating to the Nil Paid Rights, the DI Nil Paid Rights,
the Rights Issue Shares or the New DIs in any jurisdiction where
action for that purpose is required. Persons into whose possession
this announcement comes are required by the Company, RBC, Barclays
and BMO to inform themselves about, and to observe, such
restrictions.
No representation or warranty, express or implied, is or will be
made as to, or in relation to, and no responsibility or liability
is or will be accepted by, RBC, Barclays or BMO, or their
respective affiliates or agents, as to, or in relation to, the
accuracy or completeness of this announcement or any other
information made available to or publicly available to any
interested party or its advisers, whether written, oral or in a
visual or electronic form, and howsoever transmitted or made
available, and any liability therefore is expressly disclaimed.
In connection with the proposed Rights Issue, RBC, Barclays and
BMO, and any of their affiliates, may in accordance with applicable
legal and regulatory provisions, engage in transactions in relation
to the Nil Paid Rights, the DI Nil Paid Rights, the Rights Issue
Shares, the New DIs and/or related instruments for their own
account for the purpose of hedging their underwriting exposure or
otherwise. Accordingly, references in the Prospectus to the Nil
Paid Rights, the DI Nil Paid Rights, the Rights Issue Shares or the
New DIs being issued, offered, subscribed, acquired, placed or
otherwise dealt in should be read as including any issue or offer
to, or subscription, acquisition, placing or dealing by, RBC,
Barclays and BMO, and any of their affiliates acting in such
capacity. In addition RBC, Barclays and BMO, and any of their
affiliates, may enter into financing arrangements (including swaps
or contracts for difference) with investors in connection with
which RBC, Barclays and BMO, and any of their affiliates, may from
time to time acquire, hold or dispose of Securities. RBC, Barclays
and BMO do not intend to disclose the extent of any such investment
or transactions otherwise than in accordance with any legal or
regulatory obligations to do so.
The information in this announcement may not be forwarded or
distributed to any other person and may not be reproduced in any
manner whatsoever. Any forwarding, distribution, reproduction, or
disclosure of this information in whole or in part is unauthorised.
Failure to comply with this directive may result in a violation of
the U.S. Securities Act or the applicable laws of other
jurisdictions.
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; and (c) local implementing measures (together, the "MiFID
II Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the Product Governance
Requirements) may otherwise have with respect thereto, the
Securities have been subject to a product approval process, which
has determined that they each are: (i) compatible with an end
target market of retail investors and investors who meet the
criteria of professional clients and eligible counterparties, each
as defined in MiFID II; and (ii) eligible for distribution through
all distribution channels as are permitted by MiFID II (the "Target
Market Assessment"). Notwithstanding the Target Market Assessment,
Distributors should note that: the price of the Securities may
decline and investors could lose all or part of their investment;
the Securities offer no guaranteed income and no capital
protection; and an investment in the Securities is compatible only
with investors who do not need a guaranteed income or capital
protection, who (either alone or in conjunction with an appropriate
financial or other adviser) are capable of evaluating the merits
and risks of such an investment and who have sufficient resources
to be able to bear any losses that may result therefrom. The Target
Market Assessment is without prejudice to the requirements of any
contractual, legal or regulatory selling restrictions in relation
to the offer. Furthermore, it is noted that, notwithstanding the
Target Market Assessment, the Joint Bookrunners will only procure
investors who meet the criteria of professional clients and
eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of MiFID II; or (b) a recommendation to any
investor or group of investors to invest in, or purchase, or take
any other action whatsoever with respect to the Securities.
Each distributor is responsible for undertaking its own target
market assessment in respect of the Securities and determining
appropriate distribution channels.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
ROIFKCDQKBKDBAB
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June 29, 2018 06:45 ET (10:45 GMT)
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