NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART
IN OR INTO THE UNITED STATES,
CANADA, JAPAN, NEW
ZEALAND, SOUTH AFRICA OR
ANY OTHER JURISDICTION WHERE TO DO SO WOULD BE UNLAWFUL. THIS
ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER
OF SECURITIES IN ANY JURISDICTION.
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.
PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS
ANNOUNCEMENT.
FOR IMMEDIATE RELEASE
Petra Diamonds
Limited
("Petra" or the
"Company")
Results of Special
General Meeting
Petra announces that at the Special General Meeting held earlier
today, the resolution set out in the Notice of Special General
Meeting (the "Resolution") contained in the combined
circular and prospectus dated 22 December
2020 (the "Prospectus") was passed as an ordinary
resolution by poll vote.
The defined terms set out in the Prospectus apply in this
announcement, unless otherwise defined.
The full text of the Resolution is contained in the Notice of
Special General Meeting which is set out in Part 17 of the
Prospectus which is available on the Company's website at
https://www.petradiamonds.com/investors/2020-financial-restructuring/.
At the record time for the Special General Meeting, the Company
had 865,431,343 Ordinary Shares in issue, none of which were held
in treasury. The total number of voting rights in the Company was
therefore 865,431,343.
The total number of votes for and against the Resolution, and
the number of votes withheld, are set out in the table below.
Resolution |
For |
Against |
Votes
Cast |
Votes
Withheld |
Votes for (incl.
discretionary) |
% of Votes Cast |
Votes Against |
% of Votes Cast |
Total Votes Cast |
% of issued share
capital |
No. of Votes |
1. To:
1.1 approve the reduction to the authorised share capital of
the Company by reducing the nominal value of all Ordinary Shares
from 10 pence to 0.001 pence
1.2 approve the increase to the authorised share capital of
the Company by the creation of 8,500,000,000 Ordinary Shares
1.3 authorise the Directors to allot Ordinary Shares up to
an aggregate nominal amount of £88,447, being 8,844,700,000
Ordinary Shares (the "New Ordinary Shares")
1.4 approve the issue of the New Ordinary Shares pursuant to
the Debt for Equity Conversion, including any discount to the
Closing Price as at the Latest Practicable Date |
229,798,483 |
95.13 |
11,756,155
|
4.87 |
241,554,638 |
27.91 |
149,823 |
Notes:
- The Special General Meeting was quorate.
- Votes "For" and "Against" are expressed as a percentage of
votes received.
- A "Vote Withheld" is not a vote in law and is not counted in
the calculation of the votes "For" or "Against" the Resolution or
the total numbers of votes validly cast.
A copy of this announcement confirming the voting figures will
be displayed shortly on the Company's website at
https://www.petradiamonds.com/investors/2020-financial-restructuring/.
In accordance with the Listing Rules of the Financial Conduct
Authority, a copy of the Resolution will shortly be submitted to
the National Storage Mechanism and will be available for inspection
at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
8,844,657,929 Ordinary Shares are expected to be allotted to
Noteholders, on or around the Proposed Restructuring Effective
Date, under the authority granted today. The Proposed Restructuring
Effective Date will occur following satisfaction of certain
conditions to the Consensual Restructuring, including the obtaining
of regulatory approval from the Financial Surveillance Department
of the South African Reserve Bank to implement the Consensual
Restructuring.
Applications will therefore be made in due course to the
Financial Conduct Authority for 8,844,657,929 Ordinary Shares to be
admitted to listing on the premium listing segment of the Official
List of the FCA and to London Stock Exchange plc for 8,844,657,929
Ordinary Shares to be admitted to trading on the London Stock
Exchange plc's main market for listed securities.
Further announcements regarding the Proposed Restructuring
Effective Date and the proposed date for Admission will be made in
due course.
~ Ends ~
For further information, please
contact:
Petra Diamonds,
London
Telephone: +44 20 7494 8203
Cathy
Malins
investorrelations@petradiamonds.com
Des Kilalea
Marianna Bowes
Rothschild & Co
Giles
Douglas
giles.douglas@rothschildandco.com
Glen
Cronin
glen.cronin@rothschildandco.com
Mahir
Quraishi
mahir.quraishi@rothschildandco.com
BMO Capital Markets
Limited
Thomas
Rider
thomas.rider@bmo.com
Neil
Elliot
neil.elliot@bmo.com
About Petra Diamonds Limited
Petra Diamonds is a leading independent diamond mining group and
a consistent supplier of gem quality rough diamonds to the
international market. The Company has a diversified portfolio
incorporating interests in three underground producing mines in
South Africa (Finsch, Cullinan and
Koffiefontein) and one open pit mine in Tanzania (Williamson).
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 their efficiency and profitability. The
Group has a significant resource base of ca. 243 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. The Company’s US$650
million loan notes due in 2022, currently subject to
restructuring, are listed on the Global Exchange market of the
Irish Stock Exchange. For more information, visit
www.petradiamonds.com.
IMPORTANT NOTICES
This announcement contains statements about Petra that are or
may be forward looking statements. All statements other than
statements of historical facts included in this announcement may be
forward looking statements. Without limitation, any statements
preceded or followed by or that include the words "targets",
"goals", "should", "would", "could", "continue", "plans",
"believes", "expects", "aims", "intends", "will", "may",
"anticipates", "estimates", "hopes", "projects" or words or terms
of similar substance or the negative thereof, are forward looking
statements.
Such forward looking statements involve risks and uncertainties
that could significantly affect expected results and are based on
certain key assumptions. Many factors could cause actual results to
differ materially from those projected or implied in any forward
looking statements. Due to such uncertainties and risks, readers
are cautioned not to place undue reliance on such forward looking
statements, which speak only as of the date hereof. Petra disclaims
any obligation to update any forward looking or other statements
contained herein, except as required by applicable law or
regulation.
A copy of the Prospectus is available from the registered office
of Petra and on Petra’s website at
https://www.petradiamonds.com/investors/2020-financial-restructuring/,
provided that, subject to certain exceptions, the Prospectus is not
being made available to Shareholders or investors in the United States or any other Restricted
Jurisdiction.
Neither the content of Petra’s website (or any other website)
nor any website accessible by hyperlinks on Petra’s website (or any
other website) is incorporated in, or forms part of, this
announcement.
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 Consensual Restructuring, the Debt for Equity Conversion, the
Capital Reduction or any other matter disclosed in the
Prospectus.
Subject to certain exceptions, this announcement and/or the
Prospectus should not be distributed, forwarded or transmitted in
or into the United States or any
other Restricted Jurisdiction. This announcement and/or the
Prospectus does not constitute or form part of any offer to buy or
any invitation to sell or issue, or any solicitation of any offer
to buy or subscribe for, New Ordinary Shares in any
jurisdiction.
Should the Debt for Equity Conversion proceed, New Ordinary
Shares will only be issued to Noteholders situated outside
Australia pursuant to the Debt for
Equity Conversion. The New Ordinary Shares have not been and will
not be registered under the applicable securities laws of
Australia. The Prospectus is being
provided to Shareholders with registered addresses in Australia solely for the purposes of the
Special General Meeting convened pursuant to the Notice of Special
General Meeting.
The New Ordinary Shares have not been and will not be registered
under the US Securities Act of 1933, as amended (the "US
Securities Act") or under the securities laws of any state or
other jurisdiction of the United
States, or the relevant laws of any state, province or
territory of any other Restricted Jurisdiction and, subject to
certain exceptions, may not be offered, sold, resold, transferred,
distributed or delivered, directly or indirectly, in, into or from
the United States or any other
Restricted Jurisdiction. This document does not constitute an offer
to sell or a solicitation of an offer to buy New Ordinary Shares in
any jurisdiction in which such offer or solicitation is unlawful.
Subject to certain exceptions, this document will not be
distributed in or into the United
States or any of the other Restricted Jurisdictions. The New
Ordinary Shares are being made available (i) outside the United States in reliance on Regulation S
under the US Securities Act, and (ii) in the United States to a limited number of
institutional accredited investors (as defined in Rule 501(a)(1),
(2), (3), (7), (8), (9), (12) or (13) under the US Securities Act)
in transactions exempt from the registration requirements of the US
Securities Act. There will be no public offer of the New Ordinary
Shares in the United States.
Neither the United States Securities and Exchange Commission
("SEC") nor any state securities commission in the United States has approved or disapproved
of the New Ordinary Shares or passed upon the accuracy or adequacy
of this document. Any representation to the contrary is a criminal
offence in the United States.
The distribution of this announcement and/or the Prospectus
and/or the transfer of New Ordinary Shares in jurisdictions outside
the United Kingdom may be
restricted by law and therefore persons into whose possession this
announcement and/or the Prospectus come should inform themselves
about and observe such restrictions. Any failure to comply with any
of these restrictions may constitute a violation of the securities
law of any such jurisdiction.
BMO Capital Markets Limited ("BMO"), which is authorised
and regulated in the United
Kingdom by the FCA, is acting exclusively for the Company
and no one else in connection with the contents of this
announcement and the Prospectus, the Debt for Equity Conversion,
Admission or any other matters referred to in this announcement
and/or the Prospectus and will not regard any other person (whether
or not a recipient of this announcement and/or the Prospectus) as a
client in relation to the Debt for Equity Conversion, Admission or
any other matters referred to in this announcement and/or the
Prospectus and will not be responsible for providing the
protections afforded to its clients nor for giving advice in
relation to the contents of this announcement and/or the
Prospectus, the Debt for Equity Conversion, Admission or any other
matter or arrangement referred to in this announcement and/or the
Prospectus.
N.M. Rothschild & Sons Limited ("Rothschild &
Co"), which is authorised and regulated in the United Kingdom by the FCA, is acting
exclusively for the Company and no one else in connection with the
contents of this announcement and the Prospectus, the Debt for
Equity Conversion or any other matters referred to in this
announcement and/or the Prospectus and will not regard any other
person (whether or not a recipient of this document) as a client in
relation to the Debt for Equity Conversion or any other matters
referred to in this announcement and/or the Prospectus and will not
be responsible for providing the protections afforded to its
clients nor for giving advice in relation to the contents of this
announcement and/or the Prospectus, the Debt for Equity Conversion
or any other matter or arrangement referred to in this announcement
and/or the Prospectus.
Apart from the responsibilities and liabilities, if any, which
may be imposed upon BMO and/or Rothschild & Co by FSMA or the
regulatory regime established thereunder, BMO and/or Rothschild
& Co do not accept any responsibility and disclaim any
liability for the accuracy, completeness or verification, or
concerning any other statement made or purported to be made by it,
or on its behalf, in connection with the Company, the New Ordinary
Shares, the Debt for Equity Conversion or Admission in this
announcement and/or the Prospectus. No representation or warranty,
express or implied, is made by BMO and/or Rothschild & Co as to
the accuracy, completeness or verification of the information set
forth in this announcement and/or the Prospectus and nothing in
this announcement and/or the Prospectus is, or shall be relied upon
as, a promise or representation in this respect, whether as to the
past or future. Each of BMO and Rothschild & Co accordingly
disclaims to the fullest extent permitted by applicable law all and
any responsibility and liability whether arising in tort, contract
or otherwise (save as referred to herein) which it might otherwise
have in respect of this announcement and/or the Prospectus or any
such statement.
None of the Company, the Directors, the Proposed Director, BMO
and Rothschild & Co, nor any of their respective affiliates,
directors, officers, employees or advisers, is making any
representation to any acquirer of New Ordinary Shares regarding the
legality of an investment in the Debt for Equity Conversion or the
New Ordinary Shares by such acquirer under the laws applicable to
such acquirer.
INFORMATION TO DISTRIBUTORS
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 MiFID II Product Governance Requirements) may otherwise have
with respect thereto, the New Ordinary Shares have been subject to
a product approval process, which has determined that the New
Ordinary Shares 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 New
Ordinary Shares may decline and investors could lose all or part of
their investment; the New Ordinary Shares offer no guaranteed
income and no capital protection; and an investment in the New
Ordinary Shares 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 Debt for Equity
Conversion.
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 New Ordinary
Shares.
For the avoidance of doubt, the Company is not subject to MiFID
II, has no obligations in relation to the MiFID II Product
Governance Requirements and makes no representations regarding the
MiFID II Product Governance Requirements falling on any authorised
or regulated entity connected with the issuance.