Petra Diamonds Announcement of Final Tender Results
October 12 2022 - 3:30AM
UK Regulatory
TIDMPDL
12 October 2022 LSE: PDL
Petra Diamonds Limited
("Petra")
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
INDEPENT FINANCIAL ADVISER.
Petra Diamonds US$ Treasury Plc
Company Number: 09518557
(the "Offeror")
Announcement of Final Tender Results
$336,656,000 in aggregate notional principal amount of Senior Secured Second
Lien Notes due 2026
(ISIN No. XS2289899242, Common Code 228989924 (Private Placement))
(ISIN No. XS2289895927, Common Code 228989592 (Regulation S))
12 October 2022
On September 13, 2022, Petra Diamonds US$ 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 "Launch Announcement"). On September 27, 2022, the
Offeror announced the early tender results and the two following amendments to
the Tender Offer Memorandum (the "Early Results Announcement" and, together
with the Tender Offer Announcement, the "Tender Offer Announcements"):
i. the Acceptance Consideration was increased from $150,000,000 to
$175,000,000; and
ii. all Noteholders who validly tendered their Notes after the Early
Participation Deadline but prior to the Expiration Deadline would 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).
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
Announcements.
Following the Expiration Deadline of the Offer at 5.00 p.m. London time on
October 11, 2022, the Offeror hereby announces that:
a. all conditions to the Offer as of the Expiration Deadline, including,
without limitation, the Transaction Conditions, have been satisfied or
waived by the Offeror;
b. it will accept for purchase valid tenders of Notes pursuant to the Offer
after the Early Participation Deadline but at or prior to the Expiration
Deadline;
c. the notional principal amount of Notes that have been validly tendered by
Noteholders after the Early Participation Deadline but at or prior to the
Expiration Deadline and are accepted for payment by the Offeror is $875,000
(corresponding to an actual principal amount after application of the Pool
Factor of $1,000,667.50);
d. the Total Consideration for Notes tendered after the Early Participation
Deadline but at or prior to the Expiration Deadline will be $1,010 per
$1,000 in principal amount of Notes;
e. the total cash purchase price to be paid by the Offeror on the Final
Settlement Date (that is, the Total Consideration for all Notes validly
tendered multiplied by the Pool Factor) is $1,010,674.18; and
f. the principal amount of Notes outstanding after the Final Settlement Date
will be $210,190,662.
The following table summarizes the final results as of the Expiration Deadline
and the aggregate principal amount of Notes that the Offeror has accepted for
purchase.
Principal
Amount
Validly
Tendered Total Principal
after the Principal Amount of
Description Outstanding Early Early Total Amount of Notes
of ISIN / Notional Participation Tender Consideration Notes Validly outstanding
the Notes Common Code Principal Deadline but Premium(2) (2)(3) Tendered and after Final
Amount(1) at or Prior (3) Accepted for Settlement
to the Purchase Date
Expiration
Deadline and
Accepted For
Purchase
Private $336,656,000 $875,000 $50 $1,010 $1,010,674.18 $210,190,662
$336,656,000 Placement:
in aggregate ISIN:
notional XS2289899242
principal Common code:
amount of 228989924
Senior
Secured Regulation
Second Lien S:
Notes due ISIN:
2026 (the " XS2289895927
Notes") 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 Final Settlement Date in respect of the tenders received after the
Early Participation Deadline but at or prior to the Expiration Deadline is
October 13, 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.
The Offer has now expired and no further Notes can be tendered for purchase.
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.
END
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