Last checked at 30 May 2017 10:29
FORM 8 (OPD)
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" | No |
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.
| 258,908,915 | 47.09 | 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: | 258,908,915 | 47.09 | 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 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 in Gemfields plc via Fabergé Conduit Limited. · Dr Christo Wiese holds 2,494,583 shares in Gemfields plc indirectly via Telemon Inc. · Brian Gilbertson holds an interest in Autumn Holdings Asset Inc which in turn holds 988,079 shares in Gemfields plc and he also holds a 25% interest in Pallinghurst Resources Management L.P. which in turn holds 1,586,729 shares in Gemfields plc. · Andrew Willis holds a contract for difference over 18,000 shares in Gemfields plc.
2. 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 in Gemfields plc. · Investec Pallinghurst (Cayman) L.P. holds 68,273,047 shares in Gemfields plc. · Pallinghurst (Cayman) Founder L.P. holds an indirect interest in Gemfields plc of 5,391,081 shares through its holdings in Fabergé Conduit Limited. · Pallinghurst Resources Management L.P. holds 1,586,729 shares in Gemfields plc. · Autumn Holdings Asset Inc. holds 988,079 shares in Gemfields plc. · Sean Gilbertson holds 300,000 shares in Gemfields plc.
|
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: | 30 May 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.