The independent committee of the board of Gemfields notes the posting of the offer document in relation to Pallinghurst’s unsolicited nil-premium offer.

Pallinghurst’s offer to Gemfields comprises the entire issued and to be issued share capital of the company not already held by Pallinghurst.

As outlined in Gemfields’ announcement on 31 May 2017, the independent committee has considered the unsolicited offer with its advisers and has unanimously concluded that its terms significantly undervalue Gemfields.

In response to the unsolicited offer the independent committee has worked with its advisers to explore ways to deliver maximum value for shareholders and to protect the interests of minority shareholders.

Gemfields has received an approach from, and is actively engaged in discussions with, Fosun Gold regarding a possible competing offer for the entire issued and to be issued share capital of the company.

The independent committee believes this may lead to a cash offer at a superior value to Pallinghurst’s unsolicited offer.

The independent committee continues to strongly advise Gemfields’ shareholders to take no action in relation to the unsolicited offer and to wait for a further update on the status of discussions with Fosun Gold on or before 27 June 2017.

Pallinghurst has confirmed that the unsolicited offer will, at a minimum, remain open for acceptance until 4 July 2017.

Gemfields stresses that there can be no certainty that any firm offer will be made by Fosun Gold, nor as to the terms on which any firm offer will be made.

As required by Rule 2.6(e) of the Takeover Code, Fosun Gold is required, by not later than 17h00 on 5 August 2017, either to announce a firm intention to make an offer for Gemfields in accordance with Rule 2.7 of the Takeover Code or to announce that it does not intend to make an offer, in which case the announcement will be treated as a statement to which Rule 2.8 of the Takeover Code applies.

Featured image credit: Gemfields