On 19 May 2017, the board of Pallinghurst Resources announced the terms of an offer to be made by Pallinghurst Resources through which it would offer to acquire the entire issued and to be issued share capital of Gemfields, to be implemented by means of a takeover offer within the meaning of Part 28 of the Companies Act 2006.
Under the terms of the offer, each Gemfields shareholder will be entitled to receive 1.91 Pallinghurst Resources shares for each Gemfields share.
On 13 June 2017, Pallinghurst Resources posted to Gemfields shareholders an offer document containing the full terms and conditions of the offer.
The offer became wholly unconditional on 26 June 2017.
On 30 June 2017, Gemfields announced that it has 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 07h00 on 28 July 2017.
Any remaining shareholders that have not accepted the offer will in that event become minority shareholders in a private majority controlled company and they may be unable to sell their shares.
There can be no certainty that shareholders will be offered a subsequent opportunity to sell their shares on terms which are equivalent to or on no worse terms than those comprised in the offer.
By 13h00 on 17 July 2017, Pallinghurst Resources received valid acceptances in respect of 274 436 797 Gemfields shares (representing approximately 49.10% of the existing issued share capital).
Together with the 208 502 556 shares (representing 37.30% of the existing issued share capital) already held by the Pallinghurst Group, this represents 482 939 353 Gemfields shares (approximately 86.40% of the existing issued share capital).
Valid acceptances in respect of 199 917 730 Gemfields shares (representing approximately 35.77% of the existing issued share capital) are from persons acting in concert with Pallinghurst Resources, of which valid acceptances in respect of 154 764 935 Gemfields shares (representing 27.69% of the existing issued share capital) were subject to irrevocable undertakings procured by Pallinghurst Resources.
The offer shall remain open for acceptances until 13h00 on 1 August 2017.
Shareholders who have not yet accepted the offer are urged to do so as soon as possible.
To accept the offer in respect of the shares held in certificated form, shareholders should complete and return the Form of Acceptance so as to be received as soon as possible.
To accept the offer in respect of the shares held in uncertificated form, electronic acceptances should be made and settled, in accordance with the instructions set out in the offer document, as soon as possible.
Feature image credit: Gemfields