Pallinghurst Resources publishes update on Gemfields

On 19 May 2017, the Board of Pallinghurst Resources Limited 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 5.40 p.m. (London time) on 16 June 2017, Pallinghurst has received valid acceptances in respect of 77,888,324 Gemfields Shares (representing approximately 14.16% of the existing issued share capital of Gemfields). These acceptances 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 61.25% of the existing issued share capital of Gemfields.

Further Acceptances

Forms of Acceptance not yet returned should be completed and returned in accordance with the instructions set out in the Offer Document and in the Form of Acceptance. The Offer remains open for acceptances by the shareholders of Gemfields until the closing date of 1:00 p.m. (London time) on 4 July 2017. Terms used in this announcement have the meanings given to them in the Offer Document, unless stated otherwise.

Pallinghurst is a JSE listed private equity company with investments in the mining sector.