Results of the Rights Issue

RNS Number : 9807S

Petra Diamonds Limited

29 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THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, ANY OF THE EXCLUDED TERRITORIES OR ANY OTHER JURISDICTION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 END OF THIS ANNOUNCEMENT.

FOR IMMEDIATE RELEASE

29 June 2018

LSE: PDL

Petra Diamonds Limited

("Petra", "the Company" or "the Group")

Results of the Rights Issue

Petra Diamonds Limited announces that, as at 11.00 a.m. on 28 June 2018 (being the latest time and date for receipt of valid acceptances under the Rights Issue), it has received valid acceptances in respect of 316,092,040 ordinary shares of 10 pence each in the capital of the Company (the "Accepted Shares") representing approximately 94.97 % of the total number of Rights Issue Shares offered pursuant to the 5 for 8 Rights Issue, announced by the Company on 24 May 2018 (the "Rights Issue").

It is expected that dealings in Rights Issue Shares (fully paid) will commence on the Main Market of the London Stock Exchange from 8.00 a.m. today, 29 June 2018.

It is also expected that the Rights Issue Shares held in uncertificated form will be credited to CREST stock accounts as soon as practicable after 8.00 a.m. today, 29 June 2018, and that share certificates in respect of the Rights Issue Shares held in certificated form will be despatched by no later than 10 July 2018.

In accordance with their obligations under the Underwriting Agreement, RBC Capital Markets, acting as Global Co-ordinator, Sponsor, Joint Bookrunner and Underwriter, Barclays Bank PLC, acting through its investment bank, acting as Joint International Bookrunner and Underwriter, and BMO Capital Markets Limited, acting as Joint Bookrunner and Underwriter (together, the "Joint Bookrunners and Underwriters") shall endeavour to procure subscribers for all Rights Issue Shares not validly taken up (including those attributable to Restricted Shareholders or Restricted DI Holders), failing which RBC Capital Markets, Barclays Bank PLC and BMO Capital Markets Limited as Underwriters have agreed to acquire, on a several basis, any remaining Rights Issue Shares.

The net proceeds from the placing of such Rights Issue Shares (after the deduction of the Issue Price of 40 pence per Rights Issue Share and the expenses of the Rights Issue) will be paid (without interest) to those persons whose rights have lapsed in accordance with the terms of the Rights Issue, pro rata to their lapsed provisional allotments, save that individual amounts of less than £5 will not be paid to such persons but will be paid to the Company.

A further announcement as to the number of Rights Issue Shares for which subscribers have been procured will be made in due course.

On 29 June 2018, the Company was notified of the acquisition of Ordinary Shares pursuant to the Rights Issue, as detailed below, by certain of its Directors/Persons Discharging Managerial Responsibilities and persons closely associated with them in connection with the acquisition of new ordinary shares of 40 pence each in the share capital of the Company as part of the Rights Issue.

This notification is made in accordance with the requirements of the EU Market Abuse Regulation.

1.	Details of the person discharging managerial responsibilities/person closely associated
(a)	Name		Adonis Pouroulis
2	Reason for the notification
(a)	Position/status		Chairman
(b)	Initial notification/Amendment		Initial Notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
(a)	Name	Petra Diamonds Limited
(b)	LEI	213800X4QZIAVSA12860
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
(a)	Description of the financial instrument, type of instrument  Identification code	Ordinary shares of 10 pence each ISIN: BMG702781094
(b)	Nature of the transaction	Acquisition of Ordinary Shares pursuant to a Rights Issue
(c)	Price(s) and volume(s)	Price(s) Volume(s) Total 40 pence per Ordinary Share 4,834,375 £1,933,750
(d)	Aggregated information	N/A
(e)	Date of the transaction	29 June 2018
(f)	Place of the transaction	London Stock Exchange, Main Market

1.	Details of the person discharging managerial responsibilities/person closely associated
(a)	Name		Johan Dippenaar
2	Reason for the notification
(a)	Position/status		Chief Executive Officer
(b)	Initial notification/Amendment		Initial Notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
(a)	Name	Petra Diamonds Limited
(b)	LEI	213800X4QZIAVSA12860
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
(a)	Description of the financial instrument, type of instrument  Identification code	Ordinary shares of 10 pence each ISIN: BMG702781094
(b)	Nature of the transaction	Acquisition of Ordinary Shares pursuant to a Rights Issue
(c)	Price(s) and volume(s)	Price(s) Volume(s) Total 40 pence per Ordinary Share 3,225,319 £1,290,127.60
(d)	Aggregated information	N/A
(e)	Date of the transaction	29 June 2018
(f)	Place of the transaction	London Stock Exchange, Main Market

1.	Details of the person discharging managerial responsibilities/person closely associated
(a)	Name		Jim Davidson
2	Reason for the notification
(a)	Position/status		Technical Director
(b)	Initial notification/Amendment		Initial Notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
(a)	Name	Petra Diamonds Limited
(b)	LEI	213800X4QZIAVSA12860
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
(a)	Description of the financial instrument, type of instrument  Identification code	Ordinary shares of 10 pence each ISIN: BMG702781094
(b)	Nature of the transaction	Acquisition of Ordinary Shares pursuant to a Rights Issue
(c)	Price(s) and volume(s)	Price(s) Volume(s) Total 40 pence per Ordinary Share 3,084,066 £1,233,626.40
(d)	Aggregated information	N/A
(e)	Date of the transaction	29 June 2018
(f)	Place of the transaction	London Stock Exchange, Main Market

1.	Details of the person discharging managerial responsibilities/person closely associated
(a)	Name		Jacques Breytenbach
2	Reason for the notification
(a)	Position/status		Financial Director
(b)	Initial notification/Amendment		Initial Notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
(a)	Name	Petra Diamonds Limited
(b)	LEI	213800X4QZIAVSA12860
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
(a)	Description of the financial instrument, type of instrument  Identification code	Ordinary shares of 10 pence each ISIN: BMG702781094
(b)	Nature of the transaction	Acquisition of Ordinary Shares pursuant to a Rights Issue
(c)	Price(s) and volume(s)	Price(s) Volume(s) Total 40 pence per Ordinary Share 93,750 £37,500
(d)	Aggregated information	N/A
(e)	Date of the transaction	29 June 2018
(f)	Place of the transaction	London Stock Exchange, Main Market

1.	Details of the person discharging managerial responsibilities/person closely associated
(a)	Name		Tony Lowrie
2	Reason for the notification
(a)	Position/status		Non-executive Director
(b)	Initial notification/Amendment		Initial Notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
(a)	Name	Petra Diamonds Limited
(b)	LEI	213800X4QZIAVSA12860
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
(a)	Description of the financial instrument, type of instrument  Identification code	Ordinary shares of 10 pence each ISIN: BMG702781094
(b)	Nature of the transaction	Acquisition of Ordinary Shares pursuant to a Rights Issue
(c)	Price(s) and volume(s)	Price(s) Volume(s) Total 40 pence per Ordinary Share 1,437,500 £575,000
(d)	Aggregated information	N/A
(e)	Date of the transaction	29 June 2018
(f)	Place of the transaction	London Stock Exchange, Main Market

1.	Details of the person discharging managerial responsibilities/person closely associated
(a)	Name		Gordon Hamilton
2	Reason for the notification
(a)	Position/status		Director
(b)	Initial notification/Amendment		Initial Notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
(a)	Name	Petra Diamonds Limited
(b)	LEI	213800X4QZIAVSA12860
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
(a)	Description of the financial instrument, type of instrument  Identification code	Ordinary shares of 10 pence each ISIN: BMG702781094
(b)	Nature of the transaction	Acquisition of Ordinary Shares pursuant to a Rights Issue
(c)	Price(s) and volume(s)	Price(s) Volume(s) Total 40 pence per Ordinary Share 95,000 £38 000
(d)	Aggregated information	N/A
(e)	Date of the transaction	29 June 2018
(f)	Place of the transaction	London Stock Exchange, Main Market

~ Ends ~

For further information, please contact:

Petra Diamonds, London                                         Telephone: [phone]

Cathy Malins                                                               [e-mail] 

Cornelia Grant                                                             [e-mail]

Buchanan                                                                  Telephone: [phone]

(PR Adviser)

Bobby Morse                                                               [e-mail]

Anna Michniewicz                                                      

RBC Capital Markets                                               Telephone: [phone]

(Sponsor, Global Co-ordinator,

Joint Bookrunner and Underwriter)

Matthew Coakes                                                        

Jonathan Hardy

Rupert Walford                                              

Barclays Bank PLC                                                   Telephone: [phone]

(Joint International Bookrunner and Underwriter)

Caroline Learmonth                                                     

Robert Mayhew                                                          

Philip Drake                                                                

BMO Capital Markets Limited                                 Telephone: [phone]

(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 

Defined terms used in the prospectus published by the Company on 24 May 2018 in respect of the Rights Issue (the "Prospectus") shall have the same meanings when used in this announcement unless the context requires otherwise.

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.

These materials are 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). These materials do not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States. The Securities 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.

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.

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.

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 Product Governance Requirements) may otherwise have with respect thereto, the Securities have been subject to a product approval process, which has determined that they each 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 Securities may decline and investors could lose all or part of their investment; the Securities offer no guaranteed income and no capital protection; and an investment in the Securities 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 offer.  Furthermore, it is noted that, notwithstanding the Target Market Assessment, the Joint Bookrunners will only procure investors who meet the criteria of professional clients and eligible counterparties.

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 Securities.

Each distributor is responsible for undertaking its own target market assessment in respect of the Securities and determining appropriate distribution channels. 

 

END

 

 

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