Gemfields PLC Unsolicited Pallinghurst Offer Further Update (5343L)
19 Julho 2017 - 9:57AM
UK Regulatory
TIDMGEM
RNS Number : 5343L
Gemfields PLC
19 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 THAT JURISDICTION
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
19 July 2017
Further update regarding the Unsolicited Pallinghurst Offer
Further to the announcement by Pallinghurst Resources Limited
("Pallinghurst") earlier today, the Independent Committee of the
Board of Gemfields plc ("Gemfields" or the "Company") notes that
the unsolicited offer from Pallinghurst (the "Unsolicited
Pallinghurst Offer") has received valid acceptances in respect of
323,683,008 Gemfields shares, representing approximately 57.91% of
the existing issued share capital of Gemfields and approximately
92.38% of the Gemfields shares to which the Unsolicited
Pallinghurst Offer relates.
As a result of this, Pallinghurst has stated that it will now
commence the procedure pursuant to Chapter 3 of Part 28 of the
Companies Act 2006 to compulsorily acquire the remaining Gemfields
shares to which the Unsolicited Pallinghurst Offer relates on the
same terms as the Unsolicited Pallinghurst Offer. The Independent
Committee therefore recommends that Gemfields shareholders who have
not yet accepted the Unsolicited Pallinghurst 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.
The procedure for acceptance of the Unsolicited Pallinghurst
Offer is set out in the Pallinghurst offer document dated 13 June
2017.
*****
Enquiries
J.P. Morgan Cazenove +44 20 7742 4000
Jamie Riddell / James Robinson
Grant Thornton UK LLP (Nominated Adviser) +44 20 7383 5100
Philip Secrett / Richard Tonthat
BMO Capital Markets Limited +44 20 7236 1010
Jeff Couch / Neil Haycock
Macquarie Capital (Europe) Limited +44 20 3037 2000
Raj Khatri / Nick Stamp
Tavistock (PR Adviser) +44 20 7920 3150
Jos Simson / Emily Fenton
Further information
J.P. Morgan Limited, which conducts its UK investment banking
business as J.P. Morgan Cazenove ("J.P. Morgan Cazenove"), BMO
Capital Markets Limited and Macquarie Capital (Europe) Limited are
authorised and regulated in the United Kingdom by the Financial
Conduct Authority. J.P. Morgan Cazenove, BMO Capital Markets
Limited and Macquarie Capital (Europe) Limited are acting as
financial advisers exclusively for Garbo and no one else in
connection with the matters set out in this announcement and will
not regard any other person as its client in relation to the
matters set out in this announcement and will not be responsible to
anyone other than Garbo for providing the protections afforded to
clients of J.P. Morgan Cazenove, BMO Capital Markets Limited and
Macquarie Capital (Europe) Limited or their affiliates, or for
providing advice in relation to any matter referred to herein.
Grant Thornton UK LLP is authorised and regulated in the United
Kingdom by the Financial Conduct Authority and is acting as
nominated adviser for Gemfields and no one else in connection with
the matters set out in this announcement and will not regard any
other person as its client in relation to the matters set out in
this announcement and will not be responsible to anyone other than
Gemfields for providing the protections afforded to clients of
Grant Thornton UK LLP or for providing advice in relation to any
matter referred to herein.
This information is provided by RNS
The company news service from the London Stock Exchange
END
OUPGGUAAMUPMGPB
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July 19, 2017 08:57 ET (12:57 GMT)
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