| Mon 8 Jun 2009, 15:38 | | PGL - Pallinghurst - Possible Offer For Gemfields Shares By Rox Conduit |
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PGL
PGL
PGL - Pallinghurst - Possible Offer For Gemfields Shares By Rox Conduit
Pallinghurst Resources Limited
Registration Number: 47656
(Incorporated in Guernsey)
ISIN: GG00B27Y8Z93
BSX share code: PALLRES
JSE share code: PGL
("Pallinghurst" or the "Company")
(formerly Pallinghurst Resources (Guernsey) Limited)
POSSIBLE OFFER FOR GEMFIELDS SHARES BY ROX CONDUIT
Introduction
Pallinghurst shareholders are advised of a possible offer for Gemfields plc
shares that may be made by Rox Conduit Limited, in which Pallinghurst has a
49.14% shareholding as detailed below. The following announcement was made on
the Regulatory News Service (RNS) of the London Stock Exchange by Rox Conduit
on 5 June 2009.
Text of announcement
"Rox Conduit Ltd (RoxC) notes the announcement made by Gemfields plc
(Gemfields) earlier today that it has received an approach. RoxC confirms that
it is considering a possible offer (the Proposed Offer) for the ordinary
shares of Gemfields (the Gemfields Shares) (not already owned by its
subsidiary Rox Limited (Rox) and by Pallinghurst Resources Limited
(Pallinghurst), a related party of RoxC).
RoxC is considering whether to make the Proposed Offer at 8 pence (in cash)
per Gemfields Share. However, in the previous 12 months persons acting in
concert with RoxC have acquired more than 10 per cent. of Gemfields Shares at
varying prices, including prices in excess of 8 pence per Gemfields Share.
Accordingly under Rule 11 of the City Code on Takeovers and Mergers (the
Code), RoxC requires the consent of the Takeover Panel in order to implement
any definitive offer for Gemfields at 8 pence per Gemfields Share. Under Note
1 of Rule 11.3 of the Code, in considering whether to give such consent,
factors which the Takeover Panel might take into account include the size and
timing of the relevant acquisitions of Gemfields Shares by RoxC and its
associates in the previous 12 months and the attitude of the Gemfields board.
RoxC will apply for this consent following further discussions with the
Gemfields board.
An offer for this price would value the whole of the issued ordinary share
capital of Gemfields at approximately GBP 25.9 million representing a premium
of approximately 54.4 per cent. over the 30 day volume weighted average traded
price of Gemfields Shares at the close of business on 4 June 2009.
Rox, a subsidiary of RoxC, presently owns 208.1 million Gemfields Shares.
Pallinghurst owns a further 12.8 million Gemfields Shares. Together, these
Gemfields Shares represent approximately 68.2 per cent. of Gemfields` issued
ordinary share capital.
The Proposed Offer will be subject to the pre-condition that RoxC has secured
the necessary financing by way of a private placing of new shares in RoxC.
RoxC reserves the right to waive this pre-condition. The Proposed Offer will
also be subject to the pre-condition that it has obtained any necessary
approval from its shareholders.
This announcement does not amount to a firm intention to make an offer. Any
proposal is at an early stage and there can be no certainty that any offer
will ultimately be made, even if all the pre-conditions are satisfied or
waived. Further announcements relating to the Proposed Offer will be made in
due course."
For further information please contact:
College Hill +27 11 447 3030
Johannes van Niekerk +27 82 921 9110
Guernsey
8 June 2009
Sponsor: Investec Bank Limited
Date: 08/06/2009 15:38:02 Produced by the JSE SENS Department.
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