Pallinghurst Resources Limited Further Update in Respect of the Offer (2069M)

TIDMGEM

RNS Number : 2069M

Pallinghurst Resources Limited

26 July 2017

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

26 July 2017

GEMFIELDS TO DE-LIST AT 0700 ON FRIDAY 28 JULY, GEMFIELDS SHAREHOLDERS URGED TO ACCEPT THE OFFER

On 19 July 2017, Pallinghurst Resources Limited ("Pallinghurst") made an announcement providing a further update in respect of its offer ("Offer") for Gemfields plc ("Gemfields"). Pallinghurst intends to commence the procedure pursuant to Section 979 of the Companies Act 2006 to compulsorily acquire the remaining Gemfields Shares to which the Offer relates, and notices will be sent to non-accepting Gemfields Shareholders informing them of the compulsory acquisition of their Gemfields Shares in due course.

Shareholders are reminded that on 30 June 2017, Gemfields announced that it had applied to the London Stock Exchange for the cancellation of admission to trading on AIM of the Gemfields Shares in accordance with Rule 41 of the AIM Rules. It is expected that the Cancellation will take effect at 7:00 a.m. (London time) on 28 July 2017.

On 19 July 2017, Gemfields announced that the Independent Committee of Gemfields recommends that Gemfields Shareholders who have not yet accepted the Offer accept immediately so as to receive their new shares in Pallinghurst as consideration for their Gemfields Shares at an earlier date than they otherwise would do as part of the compulsory acquisition procedure.

Accordingly, Gemfields Shareholders who have not yet accepted the Offer are urged to do so as soon as possible.

Full details of the Offer are provided in the offer document dated 13 June 2017 (the "Offer Document"). Words and expressions defined in the Offer Document have the same meanings when used in this letter unless otherwise stated.

Enquiries:

For further information contact:

Pallinghurst Resources Limited

11 New Street,

St Peter Port,

Guernsey,

GY12PF,

Channel Islands

Phone: [phone]

Press Agent

Capital Voice

Johannes van Niekerk

   Phone:      [phone] 

UK Media Relations

   Temple Bar Advisory      [phone] 
   Ed Orlebar                        [phone] 
   Tom Allison                         [phone] 

UBS Investment Bank

5 Broadgate

London EC2M 2QS

United Kingdom

London: [phone]

Ian Hart

Jason Hutchings

Abid Chaudhri

South Africa: [phone]

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.

This information is provided by RNS

The company news service from the London Stock Exchange

END

OUPPGUPGMUPMGQQ

(END) Dow Jones Newswires

July 26, 2017 12:20 ET (16:20 GMT)