Petra Diamonds Results of Special General Meeting

 
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 
[e-mail] 
 
Des Kilalea 
 
Marianna Bowes 
 
Rothschild & Co 
 
Giles Douglas 
[e-mail] 
 
Glen Cronin 
[e-mail] 
 
Mahir Quraishi 
[e-mail] 
 
BMO Capital Markets Limited 
 
Thomas Rider 
[e-mail] 
 
Neil Elliot 
[e-mail] 
 
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)