Gemfields Grou. Regulatory News (GEM)

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

For immediate release

20 June 2017

FURTHER UPDATE IN RESPECT OF THE OFFER

for

GEMFIELDS PLC

by

PALLINGHURST RESOURCES LIMITED

Offer unconditional as to acceptances

On 19 May 2017, the Board of Pallinghurst Resources Limited ("Pallinghurst")  announced the terms of an offer to be made by Pallinghurst through which Pallinghurst would offer to acquire the entire issued and to be issued share capital of Gemfields plc (other than the 258,908,915 Gemfields Shares already held by the Pallinghurst Group, representing 47.09% of Gemfields' existing issued share capital), to be implemented by means of a takeover offer within the meaning of Part 28 of the Companies Act 2006 (the "Offer"). Under the terms of the Offer, each Gemfields Shareholder will be entitled to receive 1.91 Pallinghurst Shares for each Gemfields Share.

On 13 June 2017, Pallinghurst announced that the Offer Document and Form of Acceptance, which contain the terms and conditions of the Offer and the procedure for acceptance of the Offer, were posted to the shareholders of Gemfields.

Level of acceptances

As of 5.45 p.m. (London time) on 20 June 2017, Pallinghurst has received valid acceptances in respect of 77,899,324 Gemfields Shares (representing approximately 14.16% of the existing issued share capital of Gemfields). The valid acceptances in respect of 77,888,324 Gemfields Shares (representing approximately 14.16% of the existing issued share capital of Gemfields) are from persons acting in concert with Pallinghurst pursuant to irrevocable undertakings in respect of the acceptance of the Offer.

Together with the 258,908,915 Gemfields Shares (representing 47.09% of the existing issued share capital of Gemfields) already held by the Pallinghurst Group, this represents 336,808,239 Gemfields Shares (approximately 61.25% of the existing issued share capital of Gemfields).

In addition to the above, as of 5.45 p.m. (London time) on 20 June 2017, there are 77,076,611 Gemfields Shares (representing approximately 14.02% of the existing issued share capital of Gemfields) subject to the irrevocable undertakings which remain outstanding.

Following discussions with the Panel, Pallinghurst has agreed to lower the acceptance condition from 75% to 60% as contemplated under the Offer Document.

As a result, Pallinghurst is pleased to announce that the Offer has become unconditional as to acceptances.

Other conditions

The Offer remains conditional on the passing of the Resolution to approve the offer at the Pallinghurst General Meeting, which will be held at 11:00 a.m. (London time) on 26 June 2017. This resolution requires approval by 50% of votes cast at the Pallinghurst General Meeting. Pallinghurst notes that it has irrevocable undertakings from Pallinghurst Shareholders in respect of a total of 382,450,612 Pallinghurst Shares (representing approximately 50.3% of the Pallinghurst Shares in issue) to procure that their shares are voted in favour of the necessary resolutions on which they are entitled to vote proposed at the Pallinghurst General Meeting.

Continuation of the Offer

The Offer shall remain open for acceptances until 1:00 p.m. (London time) on 4 July 2017.

Gemfields Shareholders who have not yet accepted the Offer are encouraged to do so without delay. To accept the Offer in respect of the Gemfields Shares held in certificated form (that is, not in CREST), the Gemfields Shareholders should sign, complete and return the Form of Acceptance so as to be received as soon as possible, and in any event no later than 1:00 p.m. (London time) on 4 July 2017, in accordance with the procedure set out in the Offer Document and in the Form of Acceptance. To accept the Offer in respect of the Gemfields Shares held in uncertificated form (that is, in CREST), electronic acceptances should be made and settled, in accordance with the instructions set out in the Offer Document, as soon as possible and, in any event, by no later than 1:00 p.m. on 4 July 2017. 

Terms used in this announcement have the meanings given to them in the Offer Document, unless stated otherwise.

Enquiries:

For further information contact:

Pallinghurst Resources Limited

11 New Street,

St Peter Port,

Guernsey,

GY12PF,

Channel IslandsPhone: +44 148 1726034

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 Bank5 Broadgate

London EC2M 2QS

United Kingdom

London: +44 (0) 20 7567 8000

Ian Hart

Jason Hutchings

Abid Chaudhri

South Africa: +27 11 322 70 00

Brian Smith

Gary Hudson

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.

Further information

This announcement is for information purposes only and 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 will be made solely by means of the Offer Document or any document by which the Offer is made which will contain the full terms and conditions of the Offer, including details of how to vote in respect of the acquisition.

This announcement has been prepared for the purpose of complying with English law and the Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside the United Kingdom.

The statements contained in this announcement are made as at the date of this announcement, unless some other time is specified in relation to them, and service of this announcement shall not give rise to any implication that there has been no change in the facts set out in this announcement since such date.

Overseas Shareholders

Gemfields Shareholders who are not resident in and citizens of the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are located or of which they are citizens. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdictions.

Unless otherwise determined by Pallinghurst or required by the Takeover Code and permitted by applicable law and regulation, the Offer is not being made, and will not be made, directly or indirectly, in or into, by use of the mails of, or by any means or instrumentality of inter‑state or foreign commerce of, or any facility of a national, state or other securities exchange of, or from or within, a Restricted Jurisdiction, or any other overseas jurisdiction in respect of which such action would not be lawful. Accordingly, unless otherwise determined by Pallinghurst or required by the Takeover Code and permitted by applicable law and regulation, copies of this document, the accompanying Forms of Acceptance and any other formal documentation relating to the Offer will not be, and must not be, mailed or otherwise forwarded, distributed or sent in, into or from any jurisdiction where to do so would violate the laws of that jurisdiction. Any person (including, without limitation, any agent, nominee, custodian or trustee) who has a contractual or legal obligation, or may otherwise intend, to forward this document, and/or any related document, to a jurisdiction outside the United Kingdom should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdiction and must not mail, send or otherwise forward or distribute them in, into or from a Restricted Jurisdiction. Doing so may render any purported acceptances of the Offer invalid.

The release, publication or distribution of this document in or into jurisdictions other than the United Kingdom may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about, and observe, any applicable requirements. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Offer disclaim any responsibility or liability for the violation of such restrictions by any person.

This document has been prepared for the purposes of complying with the laws of England and Wales and the Takeover Code and the information disclosed may not be the same as that which would have been disclosed if this document had been prepared in accordance with the laws of jurisdictions outside the United Kingdom.