Last checked at 12 Jun 2017 14:20
Amendment - the disclosure made on 30 May 2017 has been updated as Dr Christo Wiese holds interests in 5,944,583 shares in Gemfields plc (2,494,583 were disclosed previously), and to reflect the Gemfields shares held by Investec Wealth & Investment Limited and Investec Bank Limited in Gemfields plc. 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 | Gemfields plc |
(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
Pallinghurst Resources Limited |
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 £0.01 | |||
| Interests | Short positions | ||
Number | % | Number | % | |
(1) Relevant securities owned and/or controlled:
The Pallinghurst Resources Fund L.P.
| 208,502,5561 | 37.92% | 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: | 208,502,556 | 37.92% | N/A | |
1. The Pallinghurst Resources Fund L.P. is wholly owned by Pallinghurst Resources Limited.
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 Gemfields plc shares:
· Brian Gilbertson, Arne H. Frandsen and Andrew Willis each hold interests in Pallinghurst (Cayman) Founder L.P which in turn holds 5,391,081 shares (0.98%) in Gemfields plc via Fabergé Conduit Limited. · Dr Christo Wiese holds a total of 5,944,583 shares (1.08%) in Gemfields plc via various entities. · Brian Gilbertson holds an interest in Autumn Holdings Asset Inc which in turn holds 988,079 shares (0.18%) in Gemfields plc and he also holds a 25% interest in Pallinghurst Resources Management L.P. which in turn holds 1,586,729 shares (0.29%) in Gemfields plc. · Andrew Willis holds a contract for difference over 18,000 shares (
2. Other persons acting, or deemed to be acting, in concert with Pallinghurst Resources Limited with interests in Gemfields plc shares:
· NGPMR (Cayman) L.P. holds 72,497,243 shares (13.19%) in Gemfields plc.1 · Investec Pallinghurst (Cayman) L.P. holds 68,273,047 (12.42%) shares in Gemfields plc.2 · Pallinghurst Resources Fund L.P. holds 50,406,359 shares (9.17%) in Gemfields plc via Faberge Conduit Limited · Autumn Holdings Asset Inc. holds 988,079 shares (0.18%) in Gemfields plc. · Sean Gilbertson holds 300,000 shares (0.05%) in Gemfields plc. · Investec Wealth & Investment Limited holds 4,500 shares ( · Investec Bank Limited holds 9,490 shares (
|
1. Included within the NGPMR (Cayman) L.P. holding is 28,068,738 Gemfields shares (5.11%) held via Faberge Conduit Limited
2. Included within Investec Pallinghurst (Cayman) L.P. holding is 14,781,229 Gemfields shares (2.69%) held via Faberge Conduit 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.