TIDMPDL
RNS Number : 2897R
Petra Diamonds Limited
13 June 2018
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS
RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED
STATES, ANY OF THE EXCLUDED TERRITORIES OR ANY OTHER JURISDICTION
IN WHICH IT WOULD BE UNLAWFUL TO DO SO.
THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND DOES NOT CONSTITUTE A
PROSPECTUS OR PROSPECTUS EQUIVALENT DOCUMENT. NOTHING IN IT SHALL
CONSTITUTE AN OFFERING OF ANY SECURITIES. ANY DECISION TO PURCHASE,
SUBSCRIBE FOR, OTHERWISE ACQUIRE, SELL OR OTHERWISE DISPOSE OF ANY
PROVISIONAL ALLOTMENT LETTER, NIL PAID RIGHTS, DI NIL PAID RIGHTS,
Rights Issue Shares AND/OR NEW DIS MUST BE MADE ONLY ON THE BASIS
OF THE INFORMATION CONTAINED IN AND INCORPORATED BY REFERENCE INTO
THE PROSPECTUS ONCE PUBLISHED.
PLEASE SEE THE IMPORTANT NOTICE AT THE OF THIS ANNOUNCEMENT.
FOR IMMEDIATE RELEASE
13 June 2018 LSE: PDL
Petra Diamonds Limited
("Petra", "the Company" or "the Group")
Results of Special General Meeting
Petra Diamonds Limited announces that, at the Special General
Meeting held earlier today, the Resolutions set out in the Notice
of Special General Meeting contained within the combined prospectus
and circular dated 24 May 2018 were voted on by poll and were
approved by shareholders. The results of the poll for each
Resolution were as follows:
Resolutions Votes % of Votes % of Total Total
for (incl. Votes against Votes Votes Votes
discretionary) cast Cast Cast Withheld
----------------------------- ---------------- ------- ---------- ------- ------------ -----------
1. To approve
the increase
in authorised
share capital. 365,942,345 99.87 482,192 0.13 366,424,537 35,228,956
----------------------------- ---------------- ------- ---------- ------- ------------ -----------
2. To grant
authority to
the Directors
to allot Ordinary
Shares for the
purposes of
the Rights Issue. 365,841,683 99.84 582,854 0.16 366,424,537 35,228,956
----------------------------- ---------------- ------- ---------- ------- ------------ -----------
3. To disapply
statutory pre-emption
rights in relation
to the allotment
of the Ordinary
Shares for the
purposes of
the Rights Issue.
(1) 363,082,994 99.09 3,337,268 0.91 366,420,262 35,233,231
----------------------------- ---------------- ------- ---------- ------- ------------ -----------
(1.) Special resolution
The poll results will be available shortly on the Company's
website at www.petradiamonds.com.
The Record Date for entitlements under the Rights Issue for
Qualifying Shareholders and to vote at the Special General Meeting
was close of business on 11 June 2018. As at the Record Date, the
total number of Existing Ordinary Shares eligible to be voted at
the Special General Meeting was 532,514,760 shares.
The passing of the Resolutions will enable the Company to
proceed with the fully underwritten Rights Issue to raise net
proceeds of approximately US$170 million. The Rights Issue remains
conditional upon, amongst other things, Admission of the Rights
Issue Shares (nil paid) becoming effective by not later than 8.00
a.m. on 14 June 2018 (or such later time and/or date as the Company
and the Joint Bookrunners may agree, being no later than 16 July
2018).
Provisional Allotment Letters in connection with the Rights
Issue are expected to be posted today to Qualifying Non--CREST
Shareholders and Qualifying CREST Shareholders will receive a
credit to their appropriate stock accounts in CREST in respect of
the DI Nil Paid Rights to which they are entitled as soon as
practicable after 8.00 a.m. on 14 June 2018.
Applications have been made to the UK Listing Authority for
332,821,725 Rights Issue Shares to be admitted to the premium
listing segment of the Official List of the UKLA Listing Authority,
and to the London Stock Exchange for such Rights Issue Shares to be
admitted (nil paid) to trading on their main market for listed
securities. These Rights Issue Shares will be issued under
authority granted by the Resolutions passed at today's Special
General Meeting.
It is expected that Admission will take place, and that dealings
(for normal settlement) in the Rights Issue Shares will commence,
nil paid, at 8.00 a.m. on 14 June 2018. The latest date for
acceptance, payment in full and registration of renunciation of
Provisional Allotment Letters for the Rights Issue is 11.00 a.m. on
28 June 2018. The expected timetable for the Rights Issue is set
out in the Appendix to this announcement.
Copies of the Resolutions passed at the Special General Meeting
have been submitted to the National Storage Mechanism in accordance
with Listing Rules 9.6.2R and 9.6.3R and will be available for
inspection at http://www.morningstar.co.uk/uk/nsm.
Capitalised terms not defined herein have the meanings given to
them in the combined circular and prospectus published by the
Company on 24 May 2018, which is available on the Company's website
at www.petradiamonds.com.
For further information, please contact:
Petra Diamonds, London Telephone: +44 20 7494 8203
Cathy Malins cathy.malins@petradiamonds.com
Cornelia Grant cornelia.grant@petradiamonds.com
Buchanan Telephone: +44 20 7466 5000
(PR Adviser)
Bobby Morse pdl@buchanan.uk.com
Anna Michniewicz
RBC Capital Markets Telephone: +44 207 653 4000
(Sponsor, Global Co-ordinator,
Joint Bookrunner and Underwriter)
Matthew Coakes
Jonathan Hardy
Rupert Walford
Barclays Bank PLC Telephone: +44 20 7623 2323
(Joint International Bookrunner and Underwriter)
Caroline Learmonth
Robert Mayhew
Philip Drake
BMO Capital Markets Limited Telephone: +44 20 7236 1010
(Joint Bookrunner and Underwriter)
Jeffrey Couch
Neil Haycock
Thomas Rider
About Petra Diamonds Limited
Petra Diamonds is a leading independent diamond mining group and
a consistent supplier of gem quality rough diamonds to the
international market. The Company has a diversified portfolio
incorporating interests in five producing operations: three
underground mines in South Africa (Finsch, Cullinan and
Koffiefontein), the Kimberley Ekapa Mining joint venture (including
the Kimberley Underground mine and extensive tailings retreatment
operations) and one open pit mine in Tanzania (Williamson). It also
maintains an exploration programme in Botswana and South
Africa.
Petra's strategy is to focus on value rather than volume
production by optimising recoveries from its high quality asset
base in order to maximise the efficiency and profitability of its
operations. The Group has a significant resource base in excess of
300 million carats, which supports the potential for long-life
operations.
Petra conducts all operations according to the highest ethical
standards and will only operate in countries which are members of
the Kimberley Process. The Company aims to generate tangible value
for each of its stakeholders, thereby contributing to the
socio-economic development of its host countries and supporting
long-term sustainable operations to the benefit of its employees,
partners and communities.
Petra is quoted with a premium listing on the Main Market of the
London Stock Exchange under the ticker 'PDL' and is a constituent
of the FTSE4Good Index. For more information, visit
www.petradiamonds.com.
IMPORTANT NOTICE
The information contained in this announcement is for background
purposes only and does not purport to be full or complete. No
reliance may be placed for any purpose on the information contained
in this announcement or its accuracy or completeness. The
information in this announcement is subject to change. Nothing in
this announcement should be interpreted as a term or condition of
the Rights Issue.
The distribution of this announcement and/or the Prospectus
and/or the Provisional Allotment Letter and/or the transfer of the
Rights Issue Shares into jurisdictions other than the United
Kingdom may be restricted by law, and, therefore, persons into
whose possession this announcement and/or the Prospectus and/or the
Provisional Allotment Letter comes should inform themselves about
and observe any such restrictions. Any failure to comply with any
such restrictions may constitute a violation of the securities laws
of such jurisdiction.
This announcement is not for release, publication or
distribution, directly or indirectly, in or into the United States
(including its territories and possessions, any State of the United
States and the District of Columbia). This announcement does not
constitute or form a part of any offer or solicitation to purchase
or subscribe for securities in the United States. The securities
referred to in this announcement have not been and will not be
registered under the U.S. Securities Act of 1933, as amended (the
"U.S. Securities Act") or under any securities laws of any state or
other jurisdiction of the United States and may not be offered,
sold, taken up, exercised, resold, renounced, transferred or
delivered, directly or indirectly, within the United States except
pursuant to an applicable exemption from, or in a transaction not
subject to, the registration requirements of the U.S. Securities
Act and in compliance with any applicable securities laws of any
state or other jurisdiction of the United States. There will be no
public offer in the United States or any other jurisdiction in
which such offer, solicitation or sale would be unlawful prior to
registration, exemption from registration or qualification under
the securities laws of such jurisdiction.
RBC Europe Limited (trading as RBC Capital Markets) ("RBC"),
Barclays Bank PLC (acting through its investment bank) ("Barclays")
are each authorised in the United Kingdom by the Prudential
Regulation Authority (the "PRA") and regulated by the PRA and the
FCA in the United Kingdom. BMO Capital Markets Limited ("BMO",
together with RBC and Barclays, the "Joint Bookrunners"), which is
authorised and regulated in the United Kingdom by the FCA. The
Joint Bookrunners are each acting exclusively for the Company and
no one else in connection with the Rights Issue and Admission, will
not regard any other person (whether or not a recipient of this
document) as a client in relation to the Rights Issue or Admission
and will not be responsible to anyone other than the Company for
providing the protections afforded to their respective clients, or
for providing advice, in relation to the Rights Issue or Admission
or any other transaction or arrangement referred to herein.
No action has been taken by the Company, RBC, Barclays or BMO
that would permit an offering of the Nil Paid Rights, the DI Nil
Paid Rights, the Rights Issue Shares or the New DIs, or possession
or distribution of this announcement, the Prospectus, the
Provisional Allotment Letter or any other offering or publicity
material relating to the Nil Paid Rights, the DI Nil Paid Rights,
the Rights Issue Shares or the New DIs in any jurisdiction where
action for that purpose is required. Persons into whose possession
this announcement comes are required by the Company, RBC, Barclays
and BMO to inform themselves about, and to observe, such
restrictions. Subject to applicable law and regulation, Barclays,
as Joint International Bookrunner, will effect offers and sales of
the Securities outside South Africa.
No representation or warranty, express or implied, is or will be
made as to, or in relation to, and no responsibility or liability
is or will be accepted by, RBC, Barclays or BMO, or their
respective affiliates or agents, as to, or in relation to, the
accuracy or completeness of this announcement or any other
information made available to or publicly available to any
interested party or its advisers, whether written, oral or in a
visual or electronic form, and howsoever transmitted or made
available, and any liability therefore is expressly disclaimed.
In connection with the proposed Rights Issue, RBC, Barclays and
BMO, and any of their affiliates, may in accordance with applicable
legal and regulatory provisions, engage in transactions in relation
to the Nil Paid Rights, the DI Nil Paid Rights, the Rights Issue
Shares, the New DIs and/or related instruments for their own
account for the purpose of hedging their underwriting exposure or
otherwise. Accordingly, references in the Prospectus to the Nil
Paid Rights, the DI Nil Paid Rights, the Rights Issue Shares or the
New DIs being issued, offered, subscribed, acquired, placed or
otherwise dealt in should be read as including any issue or offer
to, or subscription, acquisition, placing or dealing by, RBC,
Barclays and BMO, and any of their affiliates acting in such
capacity. In addition RBC, Barclays and BMO, and any of their
affiliates, may enter into financing arrangements (including swaps
or contracts for difference) with investors in connection with
which RBC, Barclays and BMO, and any of their affiliates, may from
time to time acquire, hold or dispose of Securities. RBC, Barclays
and BMO do not intend to disclose the extent of any such investment
or transactions otherwise than in accordance with any legal or
regulatory obligations to do so.
The information in this announcement may not be forwarded or
distributed to any other person and may not be reproduced in any
manner whatsoever. Any forwarding, distribution, reproduction, or
disclosure of this information in whole or in part is unauthorised.
Failure to comply with this directive may result in a violation of
the U.S. Securities Act or the applicable laws of other
jurisdictions.
appendix 1
Expected Timetable of Principal Events
The times and dates below are indicative only and may be subject
to change(1) .
Despatch of Provisional Allotment Letters 13 June 2018
(to Qualifying Non-CREST Shareholders
only)
-------------------------------------------- --------------
Admission of Rights Issue Shares (nil 8.00 a.m. on
paid) 14 June 2018
-------------------------------------------- --------------
Commencement of dealings in Rights 8.00 a.m. on
Issue Shares, nil paid, on the London 14 June 2018
Stock Exchange
-------------------------------------------- --------------
Existing Shares marked "ex-rights" 8.00 a.m. on
by the London Stock Exchange 14 June 2018
-------------------------------------------- --------------
DI Nil Paid Rights credited to CREST as soon as
accounts of Qualifying DI Holders(2) practicable
after 8.00
a.m. on 14
June 2018
-------------------------------------------- --------------
DI Nil Paid Rights enabled in CREST as soon as
practicable
after 8.00
a.m. on 14
June 2018
-------------------------------------------- --------------
Latest time and date for receipt of 3.00 p.m. on
instructions under Special Dealing 22 June 2018
Service in respect of Cashless Take-up
or disposal of Nil Paid Rights
-------------------------------------------- --------------
Dealings carried out in relation to 26 June 2018
Cashless Take-up or disposal of Nil
Paid Rights under Special Dealing Service
-------------------------------------------- --------------
Recommended latest time and date for 4.30 p.m. on
requesting withdrawal of DI Nil Paid 22 June 2018
Rights from CREST (i.e. if your DI
Nil Paid Rights are in CREST and you
wish to convert them into certificated
form)
-------------------------------------------- --------------
Recommended latest time and date for 3.00 p.m. on
depositing renounced Provisional Allotment 23 June 2018
Letters into CREST or for dematerialising
Nil Paid Rights into a CREST stock
account
-------------------------------------------- --------------
Latest time and date for splitting 3.00 p.m. on
Provisional Allotment Letters (nil 26 June 2018
paid)
-------------------------------------------- --------------
Latest time and date for acceptance 11.00 a.m.
and payment through CREST in respect on 28 June
of DI Nil Paid Rights 2018
-------------------------------------------- --------------
Latest time and date for acceptance, 11.00 a.m.
payment in full and registration of on 28 June
renounced Provisional Allotment Letters 2018
-------------------------------------------- --------------
Expected date of announcement of the 29 June 2018
results of the Rights Issue (including
rump placement, if any)
-------------------------------------------- --------------
Dealings in Rights Issue Shares (fully By 8.00 a.m.
paid) commence on the London Stock on 29 June
Exchange 2018
-------------------------------------------- --------------
Rights Issue Shares credited to CREST As soon as
stock accounts practicable
after 8.00
a.m. on 29
June 2018
-------------------------------------------- --------------
Settlement in respect of rump shares 3 July 2018
-------------------------------------------- --------------
Expected despatch of definitive share By no later
certificates for the Rights Issue Shares than 10 July
in certificated form 2018
-------------------------------------------- --------------
Notes:
1. All references to time in this timetable are to London, UK time unless otherwise stated.
2. The times and dates set out in the expected timetable of
principal events above and mentioned throughout the Prospectus may
be adjusted, in which event details of the new times and dates will
be notified to the UK Listing Authority, the London Stock Exchange
and where appropriate, Qualifying Shareholders through the
Regulatory Information Service. References to the times are to
London, UK time unless otherwise dated.
3. Subject to certain restrictions relating to Overseas
Shareholders. See paragraph 9 of Part 10 of the Prospectus: "Terms
and Conditions of the Rights Issue".
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
ROMFJMMTMBABBLP
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