27 September 2022 |
LSE: PDL |
Petra Diamonds
Limited
("Petra", the "Company", the
"Group")
Petra’s wholly owned subsidiary,
Petra Diamonds US$ Treasury Plc, has today made the following
announcement on the Irish Stock Exchange:
FOR IMMEDIATE RELEASE
This announcement and any materials
relating to the Offer do not constitute, and may not be used in
connection with, any form of offer or solicitation in any place
where such offers or solicitations are not permitted by law.
The distribution of this announcement
in certain jurisdictions may be restricted by law. Persons into
whose possession this announcement comes are required to inform
themselves about, and to observe, any such restrictions.
THIS DOCUMENT IS IMPORTANT AND
REQUIRES YOUR IMMEDIATE ATTENTION. IF YOU ARE IN DOUBT ABOUT THE
ACTION YOU SHOULD TAKE, YOU SHOULD CONSULT IMMEDIATELY YOUR
STOCKBROKER, BANK MANAGER, SOLICITOR, ACCOUNTANT OR APPROPRIATELY
AUTHORISED INDEPENDENT FINANCIAL ADVISER.
Petra Diamonds US$
Treasury Plc
Company Number:
09518557
(the
"Offeror")
Announcement of
Early Tender Results and Amendment of Offer Terms
$336,656,000 in aggregate notional principal
amount of Senior Secured Second Lien Notes due 2026
(ISIN No.
XS2289899242, Common Code 228989924 (Private Placement))
(ISIN No. XS2289895927, Common Code 228989592 (Regulation S))
On September 13, 2022, Petra
Diamonds US$ Treasury Plc (the "Offeror") announced its
invitation to offer (the "Offer") to holders (the
"Noteholders") to submit tenders to sell to the Offeror for
cash the $336,656,000 in aggregate
notional principal amount of the Senior Secured Second Lien Notes
due 2026 (the "Notes") up to a maximum consideration of
$150,000,000 (the "Acceptance
Consideration"), subject to the offer and distribution
restrictions, upon the terms and subject to the conditions set
forth in a tender offer memorandum dated September 13, 2022 (as it may be amended or
supplemented from time to time, the "Tender Offer
Memorandum") in accordance with a modified Dutch auction
procedure (the "Tender Offer Announcement").
Capitalised terms used in this announcement but not otherwise
defined have the meanings given to them in the Tender Offer
Memorandum and the Tender Offer Announcement.
Following the Early Participation Deadline of the Offer at
5.00 p.m. London time on September 26, 2022, the Offeror hereby announces
that:
- all conditions to the Offer as of the Early Participation
Deadline, including, without limitation, the Transaction
Conditions, have been satisfied or waived by the Offeror;
- it will accept for purchase valid tenders of Notes pursuant to
the Offer prior to the Early Participation Deadline;
- the notional principal amount of Notes that have been validly
tendered by Noteholders prior to the Early Participation Deadline
and are accepted for payment by the Offeror is $125,590,338 (corresponding to an actual
principal amount after application of the Pool Factor of
$143,627,622.34);
- the Acceptance Consideration will be increased to $175,000,000, as noted below with respect to
amendments to the terms of the Offer. Therefore, no Scaling Factor
will be applied to valid tenders of Notes prior to the Early
Participation Deadline;
- the Total Consideration for Notes tendered prior to the Early
Participation Deadline will be $1,010
per $1,000 in principal amount of
Notes; and
- the total cash purchase price to be paid by the Offeror on the
Early Settlement Date (that is, the Total Consideration for all
Notes validly tendered multiplied by the Pool Factor) is
$145,063,898.63.
Further, the Offeror hereby notifies the Noteholders as
follows:
- Pursuant to the Tender Offer Memorandum, subject to applicable
law and as provided in the Tender Offer Memorandum, the Offeror
may, in its sole and absolute discretion, extend, re-open, withdraw
or terminate the Offer and amend or waive any of the terms and
conditions of the Offer at any time before any acceptance by the
Offeror of Notes tendered in the Offer.
- The Offeror has amended the terms of the Offer as follows:
- The Acceptance Consideration will be increased to $175,000,000; and
- All Noteholders who validly tender their Notes after the Early
Participation Deadline but prior to the Expiration Deadline will be
eligible to receive the Total Consideration of $1,010 per $1,000
principal amount of Notes validly tendered (to be multiplied by the
Pool Factor of 1.14362). Tenders made after the Early Participation
Deadline but prior to the Expiration deadline may be subject to
scaling, as detailed in the Tender Offer Memorandum, in the event
that the total cash consideration amount for tenders received after
the Early Participation Deadline but prior to the Expiration
Deadline exceeds the difference between the Acceptance
Consideration and the total cash consideration amount for Notes
tendered prior to the Early Participation Deadline.
- The amendments to the terms of the Offer as set out in this
Announcement become effective from the date of this Announcement
(inclusive). Any references:
- to the Acceptance Consideration in the Tender Offer Memorandum
should be read as references to $175,000,000, and to Tender Consideration in the
Tender Offer Memorandum should be read as references to Total
Consideration, each as amended by this Announcement; and
- any references to the Tender Offer Memorandum or terms and
conditions of the Offer shall be read as references to the Tender
Offer Memorandum or terms and conditions of the Offer, in each
case, as amended by this Announcement.
- All other terms of the Offer and the provisions of the Tender
Offer Memorandum remain in full force, subject to the right of the
Offeror at its option and in its sole and absolute discretion, at
any time, before any acceptance by the Offeror of Notes tendered in
the Offer, to extend, re-open or amend such Offer in any respect
(including, but not limited to, any further amendment to any of the
Acceptance Consideration or the Tender Consideration).
- The provisions in the "Governing Law" and "Terms and Conditions
of the Offer" sections of the Tender Offer Memorandum shall apply
to this Announcement with necessary modifications.
The following table summarizes the early tender results as of
the Early Participation Deadline and the aggregate principal amount
of Notes that the Offeror has accepted for purchase.
Description of
the Notes |
ISIN/Common Code |
Outstanding Notional Principal Amount(1) |
Principal Amount Validly Tendered on or Prior to the Early
Participation Deadline and Accepted For Purchase |
Early
Tender Premium(2)(3) |
Total Consideration(2)(3) |
$336,656,000 in aggregate notional principal amount of Senior
Secured Second Lien Notes due 2026 (the “Notes”) |
Private Placement:
ISIN: XS2289899242
Common code: 228989924 |
$336,656,000 |
$125,590,338 |
$50 |
$1,010 |
Regulation S:
ISIN: XS2289895927
Common code: 228989592 |
(1) Represents the notional
outstanding principal amount. The actual principal amount after
application of a pool factor of 1.14362 is $385,006,534.72. Unless stated otherwise, all
references to outstanding principal in this announcement are to the
notional outstanding principal amount prior to the application of
the pool factor.
(2) Per $1,000 of principal amount of Notes.
(3) Total Consideration per
$1,000 of principal amount of Notes
includes the Early Tender Premium and will be multiplied by the
pool factor of 1.14362. Total Consideration has been determined
pursuant to a modified Dutch auction procedure.
The expected Settlement Date in respect of the tenders received
prior to the Early Participation Deadline is September 28, 2022. Full details concerning the
Offer are set out in the Tender Offer Memorandum. No accrued
interest will be payable in addition to the Total
Consideration.
Noteholders who have tendered their Notes for purchase pursuant
to the Offer are advised to check with the bank, securities broker,
custodian, trust company, direct participant or other intermediary
through which they hold their Notes to determine whether their
tendered Notes have been accepted for purchase by the Offeror.
Any Notes purchased pursuant to the Offer will be cancelled by
the Offeror in accordance with the Indenture. Notes that have been
tendered but not accepted by the Offeror for purchase pursuant to
the Offers shall be unblocked in the relevant Noteholder's account
in the relevant Clearing System. Notes that are not tendered
and accepted for purchase pursuant to the Offer will remain
outstanding.
Absa Bank Limited and Merrill Lynch International are acting as
Dealer Managers for the Offer (the “Dealer Managers”) and
Kroll Issuer Services Limited is acting as the Information and
Tender Agent for the Offers (the “Information and Tender
Agent”).
Any questions and requests for assistance concerning the terms
of the Offer may be directed to the Dealer Managers and the
Information and Tender Agent at the telephone numbers and locations
listed below:
Absa Bank Limited
15 Alice Lane
Sandton
Johannesburg 2196
South Africa
Telephone: +44 203 961 6067,
+44 738 411 8926
Attention: Simon Rankin
Email: Simon.Rankin@absa.africa
Merrill Lynch
International
2 King Edward Street
London EC1A 1HQ
United Kingdom
United Kingdom Telephone
(Europe): +44 207 996 5420
Telephone (U.S. Toll Free): +1 (888) 292-0070
Telephone (U.S.): +1 (980) 388-3646
Attention: Liability Management Group
Email: DG.LM-EMEA@bofa.com
Kroll Issuer
Services Limited
The Shard
32 London Bridge Street
London SE1 9SG
United
Kingdom
Telephone: +44 20 7704
0880
Attention: Thomas Choquet
Email: petradiamonds@is.kroll.com
Offer Website: https://deals.is.kroll.com/petradiamonds
DISCLAIMER
This announcement must be read in conjunction with the Tender
Offer Memorandum and the Tender Offer Announcement. This
announcement and the Tender Offer Memorandum contain important
information which should be read carefully. If any Noteholder is in
any doubt as to the action it should take, it is recommended to
seek its own financial and legal advice, including as to any tax
consequences, from its stockbroker, bank manager, solicitor,
accountant or other independent financial or legal adviser. None of
the Offeror, the Information and Tender Agent or the Trustee is
providing Noteholders with any legal, business, tax, investment or
other advice in the Tender Offer Memorandum.
Subject to applicable law, the Offeror reserves the right, in
its sole discretion, to extend, re-open, withdraw or terminate the
Offer and to amend or waive any of the terms and conditions of the
Offer at any time after the announcement of the Offer as described
under "Amendment and Termination" in the Tender Offer Memorandum,
including with respect to any Tender Instructions already submitted
as of the time of any such extension, re-opening, withdrawal,
termination, amendment or waiver.
Forward-Looking Statements
This announcement contains certain forward-looking statements,
which are based on current intentions, beliefs, assumptions and
estimates by the management of the Offeror concerning, among other
things, results of operations, financial condition, liquidity,
prospects, growth, strategies of Petra Diamonds Limited
("PDL") and its subsidiaries (the "Group") and the
industries in which the Group operates. By their nature,
forward-looking statements involve risks and uncertainties because
they relate to events and depend on circumstances that may or may
not occur in the future. Readers are cautioned that forward-looking
statements are not guarantees of future performance and that the
Group’s actual results of operations, financial condition and
liquidity, and the development of the industries in which it
operates, may differ materially from those made in or suggested by
the forward-looking statements contained in this announcement. In
addition, even if the Group’s or its affiliates’ results of
operations, financial condition and liquidity and the development
of the industries in which it operates are consistent with the
forward-looking statements contained in this announcement, those
results or developments may not be indicative of results or
developments in subsequent periods. The Offeror undertakes no
obligation to update these forward-looking statements and will not
publicly release any revisions that may be made to these
forward-looking statements which may result from events or
circumstances arising after the date of this announcement.
~ Ends ~
For further information, please
contact:
Petra Diamonds,
London
Telephone: +44 20 7494 8203
Patrick
Pittaway
investorrelations@petradiamonds.com
Jill Sherratt
Julia Stone
About Petra Diamonds Limited
Petra Diamonds is a leading independent diamond mining group and
a supplier of gem quality rough diamonds to the international
market. The Group’s portfolio incorporates interests in three
underground producing mines in South
Africa (Finsch, Cullinan Mine and Koffiefontein) and one
open pit mine in Tanzania
(Williamson).
Petra's strategy is to focus on value rather than volume
production by optimising recoveries from its high-quality asset
base in order to maximise their efficiency and profitability. The
Group has a significant resource base of ca. 226.6 million carats,
which supports the potential for long-life operations.
Petra strives to conduct all operations according to the highest
ethical standards and only operates in countries which are members
of the Kimberley Process. The Group aims to generate tangible value
for each of its stakeholders, thereby contributing to the
socio-economic development of its host countries and supporting
long-term sustainable operations to the benefit of its employees,
partners and communities.
Petra is quoted with a premium listing on the Main Market of the
London Stock Exchange under the ticker 'PDL'. The Group’s
US$336.7 million notes due in 2026
are listed on the Irish Stock Exchange and admitted to trading on
the Global Exchange Market. For more information,
visit www.petradiamonds.com.