TIDMPDL
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO THE
UNITED STATES, CANADA, JAPAN, NEW ZEALAND, SOUTH AFRICA OR ANY OTHER
JURISDICTION WHERE TO DO SO WOULD BE UNLAWFUL. THIS ANNOUNCEMENT IS FOR
INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY
JURISDICTION.
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.
PLEASE SEE THE IMPORTANT NOTICE AT THE OF THIS ANNOUNCEMENT.
FOR IMMEDIATE RELEASE
13 January 2021 LSE: PDL
Petra Diamonds Limited
("Petra" or the "Company")
Results of Special General Meeting
Petra announces that at the Special General Meeting held earlier today, the
resolution set out in the Notice of Special General Meeting (the "Resolution")
contained in the combined circular and prospectus dated 22 December 2020 (the
"Prospectus") was passed as an ordinary resolution by poll vote.
The defined terms set out in the Prospectus apply in this announcement, unless
otherwise defined.
The full text of the Resolution is contained in the Notice of Special General
Meeting which is set out in Part 17 of the Prospectus which is available on the
Company's website at https://www.petradiamonds.com/investors/
2020-financial-restructuring/.
At the record time for the Special General Meeting, the Company had 865,431,343
Ordinary Shares in issue, none of which were held in treasury. The total number
of voting rights in the Company was therefore 865,431,343.
The total number of votes for and against the Resolution, and the number of
votes withheld, are set out in the table below.
Resolution For Against Votes Cast Votes
Withheld
Votes for % of Votes Votes Against % of Total Votes % of No. of
(incl. Cast Votes Cast issued Votes
discretionary) Cast share
capital
1. To: 229,798,483 95.13 11,756,155 4.87 241,554,638 27.91 149,823
1.1 approve the
reduction to the
authorised share
capital of the
Company by
reducing the
nominal value of
all Ordinary
Shares from 10
pence to 0.001
pence
1.2 approve the
increase to the
authorised share
capital of the
Company by the
creation of
8,500,000,000
Ordinary Shares
1.3 authorise the
Directors to allot
Ordinary Shares up
to an aggregate
nominal amount of
£88,447, being
8,844,700,000
Ordinary Shares
(the "New Ordinary
Shares")
1.4 approve the
issue of the New
Ordinary Shares
pursuant to the
Debt for Equity
Conversion,
including any
discount to the
Closing Price as
at the Latest
Practicable Date
Notes:
1. The Special General Meeting was quorate.
1. Votes "For" and "Against" are expressed as a percentage of votes received.
1. A "Vote Withheld" is not a vote in law and is not counted in the
calculation of the votes "For" or "Against" the Resolution or the total
numbers of votes validly cast.
A copy of this announcement confirming the voting figures will be displayed
shortly on the Company's website at https://www.petradiamonds.com/investors/
2020-financial-restructuring/.
In accordance with the Listing Rules of the Financial Conduct Authority, a copy
of the Resolution will shortly be submitted to the National Storage Mechanism
and will be available for inspection at https://data.fca.org.uk/#/nsm/
nationalstoragemechanism.
8,844,657,929 Ordinary Shares are expected to be allotted to Noteholders, on or
around the Proposed Restructuring Effective Date, under the authority granted
today. The Proposed Restructuring Effective Date will occur following
satisfaction of certain conditions to the Consensual Restructuring, including
the obtaining of regulatory approval from the Financial Surveillance Department
of the South African Reserve Bank to implement the Consensual Restructuring.
Applications will therefore be made in due course to the Financial Conduct
Authority for 8,844,657,929 Ordinary Shares to be admitted to listing on the
premium listing segment of the Official List of the FCA and to London Stock
Exchange plc for 8,844,657,929 Ordinary Shares to be admitted to trading on the
London Stock Exchange plc's main market for listed securities.
Further announcements regarding the Proposed Restructuring Effective Date and
the proposed date for Admission will be made in due course.
Ends
For further information, please contact:
Petra Diamonds, London Telephone: +44
20 7494 8203
Cathy Malins
investorrelations@petradiamonds.com
Des Kilalea
Marianna Bowes
Rothschild & Co
Giles Douglas
giles.douglas@rothschildandco.com
Glen Cronin
glen.cronin@rothschildandco.com
Mahir Quraishi
mahir.quraishi@rothschildandco.com
BMO Capital Markets Limited
Thomas Rider
thomas.rider@bmo.com
Neil Elliot
neil.elliot@bmo.com
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 three underground
producing mines in South Africa (Finsch, Cullinan and Koffiefontein) and one
open pit mine in Tanzania (Williamson).
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
their efficiency and profitability. The Group has a significant resource base
of ca. 243 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.
The Company's US$650 million loan notes due in 2022, currently subject to
restructuring, are listed on the Global Exchange market of the Irish Stock
Exchange. For more information, visit www.petradiamonds.com .
IMPORTANT NOTICES
This announcement contains statements about Petra that are or may be forward
looking statements. All statements other than statements of historical facts
included in this announcement may be forward looking statements. Without
limitation, any statements preceded or followed by or that include the words
"targets", "goals", "should", "would", "could", "continue", "plans",
"believes", "expects", "aims", "intends", "will", "may", "anticipates",
"estimates", "hopes", "projects" or words or terms of similar substance or the
negative thereof, are forward looking statements.
Such forward looking statements involve risks and uncertainties that could
significantly affect expected results and are based on certain key assumptions.
Many factors could cause actual results to differ materially from those
projected or implied in any forward looking statements. Due to such
uncertainties and risks, readers are cautioned not to place undue reliance on
such forward looking statements, which speak only as of the date hereof. Petra
disclaims any obligation to update any forward looking or other statements
contained herein, except as required by applicable law or regulation.
A copy of the Prospectus is available from the registered office of Petra and
on Petra's website at https://www.petradiamonds.com/investors/
2020-financial-restructuring/, provided that, subject to certain exceptions,
the Prospectus is not being made available to Shareholders or investors in the
United States or any other Restricted Jurisdiction.
Neither the content of Petra's website (or any other website) nor any website
accessible by hyperlinks on Petra's website (or any other website) is
incorporated in, or forms part of, this announcement.
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 Consensual Restructuring, the Debt for Equity Conversion, the Capital
Reduction or any other matter disclosed in the Prospectus.
Subject to certain exceptions, this announcement and/or the Prospectus should
not be distributed, forwarded or transmitted in or into the United States or
any other Restricted Jurisdiction. This announcement and/or the Prospectus does
not constitute or form part of any offer to buy or any invitation to sell or
issue, or any solicitation of any offer to buy or subscribe for, New Ordinary
Shares in any jurisdiction.
Should the Debt for Equity Conversion proceed, New Ordinary Shares will only be
issued to Noteholders situated outside Australia pursuant to the Debt for
Equity Conversion. The New Ordinary Shares have not been and will not be
registered under the applicable securities laws of Australia. The Prospectus is
being provided to Shareholders with registered addresses in Australia solely
for the purposes of the Special General Meeting convened pursuant to the Notice
of Special General Meeting.
The New Ordinary Shares have not been and will not be registered under the US
Securities Act of 1933, as amended (the "US Securities Act") or under the
securities laws of any state or other jurisdiction of the United States, or the
relevant laws of any state, province or territory of any other Restricted
Jurisdiction and, subject to certain exceptions, may not be offered, sold,
resold, transferred, distributed or delivered, directly or indirectly, in, into
or from the United States or any other Restricted Jurisdiction. This document
does not constitute an offer to sell or a solicitation of an offer to buy New
Ordinary Shares in any jurisdiction in which such offer or solicitation is
unlawful. Subject to certain exceptions, this document will not be distributed
in or into the United States or any of the other Restricted Jurisdictions. The
New Ordinary Shares are being made available (i) outside the United States in
reliance on Regulation S under the US Securities Act, and (ii) in the United
States to a limited number of institutional accredited investors (as defined in
Rule 501(a)(1), (2), (3), (7), (8), (9), (12) or (13) under the US Securities
Act) in transactions exempt from the registration requirements of the US
Securities Act. There will be no public offer of the New Ordinary Shares in the
United States.
Neither the United States Securities and Exchange Commission ("SEC") nor any
state securities commission in the United States has approved or disapproved of
the New Ordinary Shares or passed upon the accuracy or adequacy of this
document. Any representation to the contrary is a criminal offence in the
United States.
The distribution of this announcement and/or the Prospectus and/or the transfer
of New Ordinary Shares in jurisdictions outside the United Kingdom may be
restricted by law and therefore persons into whose possession this announcement
and/or the Prospectus come should inform themselves about and observe such
restrictions. Any failure to comply with any of these restrictions may
constitute a violation of the securities law of any such jurisdiction.
BMO Capital Markets Limited ("BMO"), which is authorised and regulated in the
United Kingdom by the FCA, is acting exclusively for the Company and no one
else in connection with the contents of this announcement and the Prospectus,
the Debt for Equity Conversion, Admission or any other matters referred to in
this announcement and/or the Prospectus and will not regard any other person
(whether or not a recipient of this announcement and/or the Prospectus) as a
client in relation to the Debt for Equity Conversion, Admission or any other
matters referred to in this announcement and/or the Prospectus and will not be
responsible for providing the protections afforded to its clients nor for
giving advice in relation to the contents of this announcement and/or the
Prospectus, the Debt for Equity Conversion, Admission or any other matter or
arrangement referred to in this announcement and/or the Prospectus.
N.M. Rothschild & Sons Limited ("Rothschild & Co"), which is authorised and
regulated in the United Kingdom by the FCA, is acting exclusively for the
Company and no one else in connection with the contents of this announcement
and the Prospectus, the Debt for Equity Conversion or any other matters
referred to in this announcement and/or the Prospectus and will not regard any
other person (whether or not a recipient of this document) as a client in
relation to the Debt for Equity Conversion or any other matters referred to in
this announcement and/or the Prospectus and will not be responsible for
providing the protections afforded to its clients nor for giving advice in
relation to the contents of this announcement and/or the Prospectus, the Debt
for Equity Conversion or any other matter or arrangement referred to in this
announcement and/or the Prospectus.
Apart from the responsibilities and liabilities, if any, which may be imposed
upon BMO and/or Rothschild & Co by FSMA or the regulatory regime established
thereunder, BMO and/or Rothschild & Co do not accept any responsibility and
disclaim any liability for the accuracy, completeness or verification, or
concerning any other statement made or purported to be made by it, or on its
behalf, in connection with the Company, the New Ordinary Shares, the Debt for
Equity Conversion or Admission in this announcement and/or the Prospectus. No
representation or warranty, express or implied, is made by BMO and/or
Rothschild & Co as to the accuracy, completeness or verification of the
information set forth in this announcement and/or the Prospectus and nothing in
this announcement and/or the Prospectus is, or shall be relied upon as, a
promise or representation in this respect, whether as to the past or future.
Each of BMO and Rothschild & Co accordingly disclaims to the fullest extent
permitted by applicable law all and any responsibility and liability whether
arising in tort, contract or otherwise (save as referred to herein) which it
might otherwise have in respect of this announcement and/or the Prospectus or
any such statement.
None of the Company, the Directors, the Proposed Director, BMO and Rothschild &
Co, nor any of their respective affiliates, directors, officers, employees or
advisers, is making any representation to any acquirer of New Ordinary Shares
regarding the legality of an investment in the Debt for Equity Conversion or
the New Ordinary Shares by such acquirer under the laws applicable to such
acquirer.
INFORMATION TO DISTRIBUTORS
Solely for the purposes of the product governance requirements contained
within: (a) EU Directive 2014/65/EU on markets in financial instruments, as
amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive
(EU) 2017/593 supplementing MiFID II; and (c) local implementing measures
(together, the "MiFID II Product Governance Requirements"), and disclaiming all
and any liability, whether arising in tort, contract or otherwise, which any
'manufacturer' (for the purposes of the MiFID II Product Governance
Requirements) may otherwise have with respect thereto, the New Ordinary Shares
have been subject to a product approval process, which has determined that the
New Ordinary Shares are: (i) compatible with an end target market of retail
investors and investors who meet the criteria of professional clients and
eligible counterparties, each as defined in MiFID II; and (ii) eligible for
distribution through all distribution channels as are permitted by MiFID II
(the "Target Market Assessment"). Notwithstanding the Target Market Assessment,
distributors should note that: the price of the New Ordinary Shares may decline
and investors could lose all or part of their investment; the New Ordinary
Shares offer no guaranteed income and no capital protection; and an investment
in the New Ordinary Shares is compatible only with investors who do not need a
guaranteed income or capital protection, who (either alone or in conjunction
with an appropriate financial or other adviser) are capable of evaluating the
merits and risks of such an investment and who have sufficient resources to be
able to bear any losses that may result therefrom. The Target Market Assessment
is without prejudice to the requirements of any contractual, legal or
regulatory selling restrictions in relation to the Debt for Equity Conversion.
For the avoidance of doubt, the Target Market Assessment does not constitute:
(a) an assessment of suitability or appropriateness for the purposes of MiFID
II; or (b) a recommendation to any investor or group of investors to invest in,
or purchase, or take any other action whatsoever with respect to the New
Ordinary Shares.
For the avoidance of doubt, the Company is not subject to MiFID II, has no
obligations in relation to the MiFID II Product Governance Requirements and
makes no representations regarding the MiFID II Product Governance Requirements
falling on any authorised or regulated entity connected with the issuance.
END
(END) Dow Jones Newswires
January 13, 2021 04:48 ET (09:48 GMT)
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