Possible competing offer and posting of offer

Released : 13 Jun 2017 05:40:00

RNS Number : 9970H
Gemfields PLC
13 June 2017
 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

 

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 IS AN ANNOUNCEMENT FALLING UNDER RULE 2.4 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "TAKEOVER CODE") AND DOES NOT CONSTITUTE AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE TAKEOVER CODE. THERE CAN BE NO CERTAINTY THAT ANY FIRM OFFER WILL BE MADE BY FOSUN GOLD1, NOR AS TO THE TERMS ON WHICH ANY FIRM OFFER MIGHT BE MADE

 

FOR IMMEDIATE RELEASE

 

13 June 2017

 

Possible competing offer and posting of offer document by Pallinghurst Resources Limited ("Pallinghurst")

The Independent Committee of the Board of Gemfields plc ("Gemfields" or the "Company") notes the posting of the offer document today in relation to Pallinghurst's unsolicited nil-premium offer for the entire issued and to be issued share capital of the Company not already held by Pallinghurst (the "Unsolicited Offer").

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 the Company.

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. The Company today announces that it 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 the Company's 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.

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 5.00 p.m. 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.

*****

1 Fosun Gold Holdings Limited ("Fosun Gold"), a wholly owned subsidiary of Fosun International Limited ("Fosun International"), a company listed on the Hong Kong Stock Exchange with stock code 00656 (collectively with its affiliates and investment funds advised or managed by Fosun International and/or its affiliates as "Fosun").

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 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 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.

 

Disclosure requirements of the Takeover Code

 

Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Takeover Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Publication on website

A copy of this announcement will be made available, subject to certain restrictions relating to persons resident in restricted jurisdictions, on Gemfields website at www.gemfields.co.uk by no later than 12 noon (London time) on the business day following the date of this announcement until the end of the offer period.

The content of the websites referred to in this announcement are not incorporated into and do not form part of this announcement.


This information is provided by RNS
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