Gemfields Grou. Regulatory News (GEM)

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

For Immediate Release

25 May 2017

Announcement in relation to the offer for Gemfields plc by Pallinghurst Resources Limited

Further to the announcement by Pallinghurst Resources Limited ("Pallinghurst") on 19 May 2017 (the "Rule 2.7 Announcement") regarding the terms of an offer to be made by Pallinghurst for the whole of the issued and to be issued share capital of Gemfields plc ("Gemfields") (other than the 258,908,915 Gemfields Shares already held by the Pallinghurst Group, representing 47.09% of Gemfields' issued share capital), Pallinghurst has received irrevocable undertakings in respect of a total of 154,964,935 Gemfields Shares representing, in aggregate, approximately 28.18% of the existing issued share capital of Gemfields as at 17 May 2017. Together the shares subject to irrevocable undertakings and Pallinghurst's current holding in Gemfields constitute 75.27% of the total issued share capital of Gemfields.

The irrevocable undertakings commit the Relevant Gemfields Shareholders to accept the Offer and to accept the Pallinghurst Shares in exchange for all their Gemfields Shares. The terms and further details of these irrevocable undertakings are set out in Appendix 3 to the Rule 2.7 Announcement including the circumstances in which the irrevocable undertakings will lapse.

The Rule 2.7 Announcement indicated that based on such irrevocable undertakings and the Gemfields Shares currently held by Pallinghurst, the Offer has become unconditional as to acceptances. Pallinghurst notes that acceptances of the Offer pursuant to such irrevocable undertakings can only be made after the Offer Document has been posted by Pallinghurst to Gemfields Shareholders. Accordingly the Offer is not currently unconditional as to acceptances but if the holders of the irrevocable undertakings accept the Offer, it is expected to become so, based on the current issued share capital of Gemfields, on or before the first closing date of the Offer.

Capitalised terms not defined in this announcement shall have the meaning given to them in the Rule 2.7 Announcement. 

Enquiries:

For further information contact:

Press AgentCapital 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 BankTelephone: +44 (0) 20 7567 800

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.

The Guernsey Financial Services Commission ("GFSC") and the States of Guernsey have not reviewed this announcement and take no responsibility for the correctness of any statements made or opinions expressed with regard to Pallinghurst.

Further Information on the Offer

This announcement 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 Document and Form of Acceptance will be made available to all Gemfields Shareholders at no cost to them. Gemfields Shareholders are advised to read the Offer Document and the accompanying Form of Acceptance when they are sent to them because they will contain important information.

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the Offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th Business Day following the commencement of the Offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th Business Day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the Offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Publication on website and availability of hard copies

This announcement and the documents required to be published pursuant to Rule 26.1 of the Code will be available free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Pallinghurst's website at www.pallinghurst.com/gemfields-offer by no later than 12.00 p.m. on the Business Day following this announcement.

Neither the content of any website referred to in this announcement nor the content of any website accessible from hyperlinks is incorporated into, or forms part of, this announcement.

You may request a hard copy of this announcement by contacting UBS Investment Bank on +44 (0) 20 7567 8000. You may also request that all future documents, announcements and information to be sent to you in relation to the Offer should be in hard copy form.

Not for release, publication or distribution, in whole or in part, in, into or from any Restricted Jurisdiction.