On 19 May 2017, the Board of Pallinghurst Resources Limited (“Pallinghurst”) announced the terms of an offer to be made by Pallinghurst through which Pallinghurst would offer to acquire the entire issued and to be issued share capital of Gemfields plc (“Gemfields”) (other than the Gemfields Shares already held by the Pallinghurst Group), to be implemented by means of a takeover offer within the meaning of Part 28 of the Companies Act 2006 (the “Offer”).
On 26 June 2017, shareholders of Pallinghurst voted emphatically in favour of the restructuring of the Company and the acquisition of Gemfields plc (“Gemfields”). Pallinghurst’s life is now extended by 50 years and is set to become an operating mining company (subject to the applicable regulatory provisions). Pallinghurst has terminated the existing Investment Management Agreement for no consideration and the Investment Manager’s Benefit and all carried interest arrangements will cease.
Shareholders are advised that at the Company’s Annual General Meeting held on Wednesday 12 July 2017, with the exception of Ordinary Resolutions 2, 3 and 4, which were withdrawn in advance of the meeting due to Clive Harris and Stuart Platt-Ransom having resigned as Directors with effect from 11 July 2017, all of the remaining resolutions set out in the notice of meeting and proposed at the meeting were passed by the requisite majority of shareholders.
In compliance with paragraph 3.63 – 3.66 of the JSE Listing Requirements, the following information is disclosed by the Company: