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Last checked at 
12 Jun 2017 14:17
Amendment - the disclosure made on 30 May 2017 has been updated to reflect the shares held by Investec Bank Limited, Investec Securities (Pty) Ltd, Investec Asset Management Limited and Investec Wealth & Investment Limited in Pallinghurst Resources Limited. Section 3 has been updated accordingly.
FORM 8 (OPD) - AMENDMENT
AMENDED PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER
Rules 8.1 and 8.2 of the Takeover Code (the "Code")
1. KEY INFORMATION
(a) Full name of discloser: | Pallinghurst Resources Limited |
(b) Owner or controller of interests and short positions disclosed, if different from 1(a): The naming of nominee or vehicle companies is insufficient. For a trust, the trustee(s), settlor and beneficiaries must be named. | N/A |
(c) Name of offeror/offeree in relation to whose relevant securities this form relates: Use a separate form for each offeror/offeree | Pallinghurst Resources Limited |
(d) Is the discloser the offeror or the offeree? | OFFEROR |
(e) Date position held: The latest practicable date prior to the disclosure | 26 May 2017 |
(f) In addition to the company in 1(c) above, is the discloser making disclosures in respect of any other party to the offer? If it is a cash offer or possible cash offer, state "N/A" | Yes
Gemfields plc |
2. POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE
If there are positions or rights to subscribe to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 2(a) or (b) (as appropriate) for each additional class of relevant security.
(a) Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates
Class of relevant security:
| Ordinary shares of US$0.00001 | |||
| Interests | Short positions | ||
Number | % | Number | % | |
(1) Relevant securities owned and/or controlled:
| N/A | N/A | ||
(2) Cash-settled derivatives:
| N/A | N/A | ||
(3) Stock-settled derivatives (including options) and agreements to purchase/sell: | N/A | N/A | ||
TOTAL: | N/A | N/A | ||
All interests and all short positions should be disclosed.
Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).
Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).
(b) Rights to subscribe for new securities
Class of relevant security in relation to which subscription right exists: | None |
Details, including nature of the rights concerned and relevant percentages: | None |
3. POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER MAKING THE DISCLOSURE
Details of any interests, short positions and rights to subscribe (including directors' and other employee options) of any person acting in concert with the party to the offer making the disclosure: |
1. Directors of Pallinghurst Resources Limited with interests in Pallinghurst Resources Limited shares:
· Dr Christo Wiese holds 149,034,253 shares (19.60%) in Pallinghurst Resources Limited via various entities. In addition, a further 2,204,700 shares (0.29%) are held by members of Dr Wiese's immediate family. · Affinity Trust Limited as trustee of The Brian Gilbertson Discretionary Settlement holds 24,261,669 shares (3.19%) in Pallinghurst Resources Limited. · Arne H. Frandsen holds 4,237,369 shares (0.56%) in Pallinghurst Resources Limited. · Andrew Willis holds 2,446,054 shares (0.32%) in Pallinghurst Resources Limited. · Clive Harris holds 437,652 shares (0.06%) in Pallinghurst Resources Limited.
Pallinghurst (Cayman) GP L.P. (the "Investment Manager") provides investment advisory and management services to Pallinghurst Resources Limited. The Partners of the Investment Manager are Brian Gilbertson, Arne H. Frandsen, Andrew Willis, Sean Gilbertson and Priyank Thapliyal. Other Partners of the Investment Manager with interests in Pallinghurst Resources Limited shares:
· Sean Gilbertson holds 4,175,536 shares (0.55%) in Pallinghurst Resources Limited. · Priyank Thapliyal holds 4,175,536 shares (0.55%) in Pallinghurst Resources Limited.
2. Other persons acting, or deemed to be acting, in concert with Pallinghurst Resources Limited with interests in Pallinghurst Resources Limited shares:
· Investec Bank Limited and Investec Securities (Pty) Ltd hold 1,283,987 shares (0.17%) in Pallinghurst Resources Limited. · Investec Asset Management Limited holds 46,370,907 shares (6.12%) in Pallinghurst Resources Limited. · Investec Wealth & Investment Limited holds 1,134,743 shares (0.15%) in Pallinghurst Resources Limited.
|
Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).
Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).
4. OTHER INFORMATION
(a) Indemnity and other dealing arrangements
Details of any indemnity or option arrangement, or any agreement or understanding, formal or informal, relating to relevant securities which may be an inducement to deal or refrain from dealing entered into by the party to the offer making the disclosure or any person acting in concert with it: Irrevocable commitments and letters of intent should not be included. If there are no such agreements, arrangements or understandings, state "none" |
None
|
(b) Agreements, arrangements or understandings relating to options or derivatives
Details of any agreement, arrangement or understanding, formal or informal, between the party to the offer making the disclosure, or any person acting in concert with it, and any other person relating to: (i) the voting rights of any relevant securities under any option; or (ii) the voting rights or future acquisition or disposal of any relevant securities to which any derivative is referenced: If there are no such agreements, arrangements or understandings, state "none" |
None
|
(c) Attachments
Are any Supplemental Forms attached?
Supplemental Form 8 (Open Positions) | NO |
Supplemental Form 8 (SBL) | NO |
| Date of disclosure: | 12 June 2017 |
| Contact name: | Andrew Willis |
| Telephone number: | +44 (0)1481 740 520 |
Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service.
The Panel's Market Surveillance Unit is available for consultation in relation to the Code's disclosure requirements on +44 (0)20 7638 0129.
The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.
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