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 SUCH JURISDICTION.
THE FOLLOWING ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT A PROSPECTUS OR PROSPECTUS EQUIVALENT DOCUMENT AND INVESTORS SHOULD NOT MAKE ANY INVESTMENT DECISION IN RELATION TO THE ORDINARY SHARES EXCEPT ON THE BASIS OF THE INFORMATION IN THE PROSPECTUS WHICH IS PROPOSED TO BE PUBLISHED IN DUE COURSE.
|
|
|
|
|
LSE: PDL |
("Petra", "the Company" or "the Group")
Launch of 10 for 17 fully underwritten Rights Issue and update on Refinancing
Introduction
On
The Refinancing comprises:
-
an extension to the maturity date of the Senior Secured Bank Debt from
January 2026 toDecember 2029 , alongside certain other changes to the terms of the Senior Secured Bank Debt;
-
an extension to the maturity date of the Notes from
March 2026 toMarch 2030 alongside concurrent amendments to the Notes, including the introduction of a "payment in cash or equity" mechanism which allows the Notes Issuer to make interest payments on the Notes in equity of the Company rather than cash, at the Notes Issuer's discretion, and an increase in the cash interest rate to 10.5% (or 11.5% if the Note Issuer uses equity to make interest payments); and
-
a rights issue of approximately £18.8 million (equivalent to approximately
US$25.1 million ), fully underwritten and committed by certain existing Shareholders (the " Rights Issue ").
In addition, the Company is also pleased to announce the launch of the Consent Solicitation process to implement the Notes Refinancing, with the Notes Issuer requesting (i) approval of the terms of an amended and restated indenture, on the basis of conditions set forth in a third supplemental indenture; (ii) that the Notes Trustee execute the Implementation Deed setting out the steps required to complete the Refinancing; (iii) that the Notes Trustee execute an amendment and restatement agreement to the Intercreditor Agreement; and (iv) that the Notes Trustee execute the Deed of Release.
As a result of the agreement by Noteholders representing over 99% of the outstanding principal amount of the Notes to support the Consent Solicitation under the Lock-Up Agreement, the Company expects that the requisite consents to effect the amendments to the Notes will be received promptly after the launch of the Consent Solicitation, shortly following which the Notes Trustee will be directed to execute the Implementation Deed.
The Implementation Deed sets out (among other things) the steps required to be taken to complete the Refinancing (including the amendment of the Notes and the extension of the maturity date in respect of the Senior Secured Bank Debt). As at the date of this announcement, the Implementation Deed has been substantially agreed by all of the relevant parties to it and the Implementation Deed is expected to be executed after the requisite consents have been provided under the Consent Solicitation (and before the Special General Meeting).
" Today marks the final leg of Petra’s Refinancing with the launch of the Rights Issue and the Consent Solicitation process to amend and extend the Notes.
Petra has undergone immense change over the past 18 months in order to become a streamlined business that is now positioned to deliver sustained value for its stakeholders. This has enabled us to refinance our debt with a fit-for-purpose solution that allows capital execution while providing the headroom and flexibility to weather the current market conditions.
I would like to once again thank our shareholders, noteholders and our senior lender for coming together in support of the Company. This substantially strengthens our capital structure and allows us to focus on delivering on our business plan. "
Details of the Rights Issue
The Company intends to raise approximately
The Rights Issue is being made at an issue price of
The Rights Issue is fully underwritten and committed by the Backstop Shareholders who have agreed, pursuant to the terms of the Backstop Agreement, to underwrite the Rights Issue at a price of
The Rights Issue is conditional, inter alia , upon:
(i) the passing of the Refinancing Resolutions (without amendment) at the Special General Meeting;
(ii)
the Backstop Agreement having become unconditional in all respects (save for the condition relating to Admission of the Rights Issue Shares and Backstop
(iii)
Admission of the Rights Issue Shares becoming effective by not later than
Both the Rights Issue and the Refinancing are conditional on the passing of the Refinancing Resolutions at the Special General Meeting, however while the Refinancing is conditional on completion of the Rights Issue, the Rights Issue is not conditional on completion of the Refinancing.
Action to be taken in respect of the Rights Issue
On the basis that dealings commence on
Notice of Special General Meeting
The issue of the new Ordinary Shares in connection with the Rights Issue, the Backstop and the PICE Mechanism, the approval of the Incentivisation Plan and the grant of the Warrants in connection with the Incentivisation Plan and the Refinancing, will all require shareholder approval.
Accordingly, the Company has convened a Special General Meeting for
The Special General Meeting is being held for the purpose of considering and, if thought fit, passing the Resolutions. The Resolutions will be proposed as either ordinary or special resolutions, and will be passed if approved by the requisite majority of votes cast, either in person or by proxy.
In the event that the Resolutions are not passed, the Rights Issue and the Refinancing will not take place and the Company will not receive the net proceeds from the Rights Issue of approximately
Irrevocable undertakings
The Company has received irrevocable undertakings to vote (or to procure the vote) in favour of the Transactions at the Special General Meeting from certain Shareholders (including the Backstop Shareholders and each of the Directors who hold Ordinary Shares) who hold, in aggregate, approximately 74.2% of the Company's total voting rights.
Recommendation
The Board considers that the Transactions are in the best interests of the Company and its Shareholders as a whole. Accordingly, the Board recommends that Shareholders vote in favour of the Resolutions to be proposed at the Special General Meeting, as the Directors each intend to do so in respect of their own legal and beneficial holdings, amounting to 22,471,525 Existing Shares (representing approximately 11.6% of the Company's existing issued ordinary share capital as at the Latest Practicable Date).
The Chairman has a personal interest in the Resolutions (both directly and through JOSIVAR Sarl, an entity that is wholly-owned by the Chairman) as a Backstop Shareholder, a Noteholder and as a potential recipient of Work Fee Warrants and the Incentivisation Warrants. In accordance with the
Incentivisation arrangements update
The amendment to the exercise price of the Incentivisation Warrants to be granted to
In respect of the Related Party Transaction, the Board (excluding the Chairman by virtue of his personal conflict) having been so advised by
Prospectus
The Prospectus containing full details of the Rights Issue is expected to be made available on the Company's website ( www.petradiamonds.com ), subject to certain restrictions, later today.
This summary should be read in conjunction with the full text of this announcement and its appendix below, together with the Prospectus. Further, this summary contains extracts from the Letter from the Chairman in the Prospectus (expected to be made available on the Company's website at www.petradiamonds.com later today), which extracts are qualified and/or contextualised by, and should be read with, the Prospectus.
The Prospectus will also be submitted to the National Storage Mechanism and available for viewing at https://data.fca.org.uk/#/nsm/nationalstoragemechanism .
Capitalised terms used in this announcement shall, unless otherwise defined, have the same meanings as set out in the Prospectus and the Definitions section contained in this announcement.
Indicative abridged timetable of principal events
|
Publication of the Prospectus and the Notice of Special General Meeting |
|
|
Posting of the Prospectus and the Notice of Special General Meeting |
|
|
Latest time and date for receipt of Forms of Direction and electronic proxy appointment via CREST or Proxymity |
|
|
Latest time and date for receipt of Forms of Proxy |
|
|
Record Date for entitlements under the Rights Issue for Qualifying Shareholders |
Close of business on
|
|
Special General Meeting |
|
|
Despatch of Provisional Allotment Letters (to Qualifying Non-CREST Shareholders only) |
|
|
Existing Shares marked "ex-rights" by the |
|
|
Admission of the Rights Issue Shares and admission of, and commencement of dealings in, the Nil Paid Rights on a multi-lateral trading facility of the |
|
|
DI Nil Paid Rights enabled in CREST |
As soon as practicable after |
|
DI Nil Paid Rights credited to CREST accounts of Qualifying DI Holders |
As soon as practicable after |
|
Latest time and date for acceptance and payment through CREST in respect of DI Nil Paid Rights |
|
|
Latest time and date for acceptance, payment in full and registration of renounced Provisional Allotment Letters |
|
|
Commencement of dealings in Rights Issue Shares (fully paid) on the |
|
|
Admission of Backstop |
|
For further information, please contact:
Telephone: +44 (0)7495 470 187
investorrelations@petradiamonds.com
Telephone: +44 20 7089 0909
+44 (0)20 7418 8900
About
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 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 Company 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's Ordinary Shares are admitted to the equity shares (commercial companies) category of the
Important Notices
This announcement has been issued by and is the sole responsibility of the Company. This announcement is not a prospectus but an advertisement and investors should not acquire any Nil Paid Rights, DI Nil Paid Rights, Rights Issue Shares or New DIs (together, the "Securities") referred to in this announcement except on the basis of the information contained in the Prospectus to be published by the Company in connection with the Rights Issue. The information contained in this announcement is for background purposes only and does not purport to be full or complete. Copies of the Prospectus, when published, will be available on the Company's website, provided that the Prospectus will not, subject to certain exceptions, be available to certain shareholders in certain restricted or excluded territories. The Prospectus will give further details of the Rights Issue.
The information contained in this announcement is for background purposes only and no reliance may or should be placed by any person for any purpose whatsoever on the information contained in this announcement or on its completeness, accuracy or fairness. Recipients of this announcement and/or the Prospectus should conduct their own investigation, evaluation and analysis of the business, data and property described in this announcement. This announcement does not constitute a recommendation concerning any investor's decision or options with respect to the Rights Issue. The information in this announcement is subject to change.
This announcement contains statements about Petra that are or may be forward looking statements. All statements other than statements of historical facts included in this announcement may be forward looking statements. Without limitation, any statements preceded or followed by or that include the words "targets", "goals", "should", "would", "could", "continue", "plans", "believes", "expects", "aims", "intends", "will", "may", "anticipates", "estimates", "hopes", "projects" or words or terms of similar substance or the negative thereof, are forward looking statements.
Such forward looking statements involve risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors could cause actual results to differ materially from those projected or implied in any forward looking statements. In light of these known and unknown risks, uncertainties, contingencies, estimates and assumptions, the events in the forward-looking statements may not occur or may cause actual results, performance or achievements to differ materially from those expressed by or implied from such forward-looking statements, whether as a result of new information, future events or otherwise. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward looking statements, which speak only as of the date hereof. Petra disclaims any obligation to update any forward looking or other statements contained herein, except as required by applicable law or regulation. Past performance of the Company cannot be relied on as a guide to, or a guarantee or an indication of, future performance. No statement in this announcement is intended to be, nor should be construed as, a profit forecast.
The distribution of this announcement, the Prospectus (once published), the Provisional Allotment Letter (once printed), any other offering or public material relating to the Rights Issue and/or the Transactions and/or the transfer of Securities and/or Backstop
Neither the Securities nor the Backstop
Subject to certain exceptions, neither this announcement, the Prospectus nor the Provisional Allotment Letter constitutes an offer of the Securities or the Backstop
Neither this announcement, any other document connected with the Rights Issue, the Securities nor the Backstop
Notwithstanding the foregoing, the Company reserves the right to offer and deliver the Securities and/or the Backstop
Subject to the above, any envelope containing a Provisional Allotment Letter and post-marked from
No representation has been, or will be, made by the Company or any of its affiliates as to the availability of Rule 144 under the US Securities Act or any other exemption under the US Securities Act or any state securities laws for the re-offer, resale, pledge or transfer of the Securities or the Backstop
Neither the contents of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this announcement.
The price of shares and any income expected from them may go down as well as up and investors may not get back the full amount invested upon disposal of the shares. Past performance is no guide to future performance. The contents of this announcement are not to be construed as legal, business, financial or tax advice. Each investor or prospective investor should consult his, her or its own legal adviser, business adviser, financial adviser or tax adviser for legal, financial, business or tax advice.
No person has been authorised to give any information or to make any representations other than those contained in this announcement and, if given or made, such information or representations must not be relied on as having been authorised by the Company or any of its affiliates. Subject to the
Apart from the responsibilities and liabilities, if any, which may be imposed by the Financial Services and Markets Act 2000, as amended, or the regulatory regime established thereunder, neither Peel Hunt nor any of its affiliates, directors, officers, employees or advisers accepts any responsibility or liability whatsoever for or makes any representation or warranty, express or implied, in respect of the contents of this announcement including its accuracy, completeness or verification or for any other statement made or purported to be made by it, or on its behalf, the Company, the Company's directors or any other person in connection with the Company,
the Group, the Securities, the Backstop
Information to Distributors
Solely for the purposes of the product governance requirements of Chapter 3 of the FCA Handbook Product Intervention and Product Governance Source book (the “UK Product Governance Requirements”) and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any “manufacturer” (for the purposes of the
Appendix
Introduction
On
The Refinancing comprises:
-
an extension to the maturity date of the Senior Secured Bank Debt from
January 2026 toDecember 2029 , alongside certain other changes to the terms of the Senior Secured Bank Debt;
-
an extension to the maturity date of the Notes from
March 2026 toMarch 2030 alongside concurrent amendments to the Notes, including the introduction of a “payment in cash or equity” mechanism which allows the Notes Issuer to make interest payments on the Notes in Ordinary Shares rather than cash, at the Notes Issuer’s discretion, and an increase in the cash interest rate to 10.5% (or 11.5% if the Notes Issuer uses equity to make interest payments); and
-
a rights issue of approximately £18.8 million (equivalent to approximately
US$25.1 million ) at an issue price of16.5 pence per Rights Issue Share, fully underwritten and committed by the Backstop Shareholders.
The Notes Refinancing will be implemented by way of the Consent Solicitation process. On
As a result of the agreement by Noteholders representing over 99% of the outstanding principal amount of the Notes to support the Consent Solicitation under the Lock-Up Agreement, the Company expects that the requisite consents to effect the amendments to the Notes will be received promptly after the launch of the Consent Solicitation, shortly following which the Notes Trustee will be directed to execute the Implementation Deed.
The Implementation Deed sets out (among other things) the steps required to be taken to complete the Refinancing (including the amendment of the Notes and the extension of the maturity date in respect of the Senior Secured Bank Debt). As at the date of this announcement, the Implementation Deed has been substantially agreed by all of the relevant parties to it and the Implementation Deed is expected to be executed after the requisite consents have been provided under the Consent Solicitation (and before the Special General Meeting).
The Rights Issue is fully underwritten and committed by the Backstop Shareholders who have agreed, pursuant to the terms of the Backstop Agreement, to underwrite the Rights Issue at a price of
In connection with the Rights Issue and the Refinancing, the Company is proposing:
-
for their services underwriting the Rights Issue, the Company to pay the Backstop Fee to each Backstop Shareholder. The Backstop Fee is equal to 10% of the value of the Rights Issue Shares that such Backstop Shareholder has irrevocably undertaken to subscribe for, being (i) in relation to each Backstop Shareholder, their respective pro rata rights under Rights Issue and (ii) in relation to
Kyma Capital , JOSIVAR Sarl,Mecamur S.L .,Vivek Gadodia and Jozephus Kemp only, the remaining rights under the Rights Issue of any other Shareholder (other than the Backstop Shareholders) who do not take up their rights. The Backstop Fee will be paid in new Ordinary Shares in the form of the BackstopFee Shares ;
- as part of the Notes Refinancing, to pay the interest on the amended Notes in cash or the issuance of PICE Shares in accordance with the PICE Mechanism;
-
the implementation of the Incentivisation Plan for the benefit of the management, the Chairman and other senior managers of the Company with a grant of up to 16 million Incentivisation Warrants in total, with up to 3.75 million Incentivisation Warrants for the benefit of the Chairman and up to 12.25 million Incentivisation Warrants for the benefit of management and senior managers, at an exercise price of
35 pence per Ordinary Share; and
-
in order to incentivise engagement and ensure support from key stakeholders, to grant 48 million Work Fee Warrants to the members of the working group of holders of the Notes (the “
Working Group
”) at an exercise price of
20 pence per Ordinary Share,
(together, with the Rights Issue and the Refinancing, the “ Transactions ”).
The issue of the new Ordinary Shares in connection with the Rights Issue, the Backstop Fee, the PICE Mechanism, the approval of the Incentivisation Plan (and the associated amendments to the Remuneration Policy) and the grant of the Incentivisation Warrants and the Work Fee Warrants, will all require shareholder approval.
Accordingly, the Company has convened a Special General Meeting for
The Company has received irrevocable undertakings to vote (or to procure the vote) in favour of the Transactions at the Special General Meeting from certain Shareholders (including the Backstop Shareholders, Shareholders who are subject to the Lock-Up Agreement and each of the Directors who hold Ordinary Shares) who hold, in aggregate, approximately 74.2% of the Company’s total voting rights.
As explained in the paragraph Working capital statement below, the Directors believe that it is of fundamental importance that the Refinancing completes, which itself is conditional on the Rights Issue. The Refinancing and the Rights Issue are both conditional on the Refinancing Resolutions being passed by Shareholders at the Special General Meeting and, accordingly in the event that the Refinancing Resolutions are not passed, the Rights Issue and the Refinancing will not proceed. In such circumstances, the Company is of the opinion that the Group will not have sufficient working capital for its present requirements, that is, for at least the next 12 months from the date of this announcement, and there would be significant uncertainty regarding the Group’s ability to continue as a going concern, which may have a material adverse impact on the value of Shareholders’ investment in the Company and may cause Shareholders to lose all or a substantial portion of their investment.
Background to, and reasons for, the Transactions
The Group
The Company is a leading independent diamond mining group and a supplier of gem and near-gem quality rough diamonds to the international market. The Company’s portfolio incorporates interests in two producing underground mining operations in
-
Cullinan Mine : an underground mine using block caving and sublevel caving, renowned for producing large, high quality white and very rare blue diamonds.
- Finsch : an underground mine using sublevel caving. Finsch regularly produces high quality commercial diamonds of over five carats and occasionally produces diamonds of over 50 carats together with smaller gem quality diamonds.
Over the period FY 2020 to FY 2025 (excluding operations disposed of in this period), the Company has produced a total of 16.9 Mcts, generating revenue of approximately
For the year ended
The Company’s Existing Shares have been admitted to trading on the Main Market since 2011, under the ticker PDL.
Background to and reasons for the Refinancing
Background to the refinancing challenges
In FY 2021, the Company implemented a long-term restructuring, principally through a debt for equity conversion, to provide additional liquidity and reduce the overall principal amount of debt and interest payable.
FY 2022 and the first half of FY 2023 saw strong consumer demand following the lifting of COVID-19 restrictions and the optimism of renewed Chinese demand, resulting in diamond prices reaching record highs in FY 2022. However, the second half of FY 2023 saw the softening of diamond prices, exacerbated by a build-up in polished diamond inventories following the end of COVID-19 restocking and a challenging macroeconomic backdrop, leading to a two-month Indian diamond import moratorium between
In
The diamond industry has continued to face unprecedented challenges, with significant pressure on rough diamond prices continuing in FY 2024 and FY 2025, as a result of continued high pipeline inventories, weaker demand from key markets, particularly the prolonged slowdown in
However, more recently some positive momentum is being seen in the market, with 3% improvement in the like-for-like prices for diamonds sold in Tender 7 in
Internal restructuring programme
Over the past 18 months, in light of the challenges created by the significant volatility in diamond prices, the Company has undertaken a number of measures, including an internal restructuring programme aimed at repositioning itself for long-term sustainability and improved operational efficiency. Key elements of this programme have included the disposal of the Koffiefontein diamond mine ("
Koffiefontein
") in
These measures have included in FY 2024 and FY 2025:
-
Capital expenditure reduction
: On
1 November 2023 , the Company announced a deferral of capital programmes, reducing FY 2024 capital expenditure by overUS$65 million . This required a revision of the Company’s LOM plans forFinsch andCullinan Mine with the aim to increase resilience and be able to withstand weaker-for-longer market cycles, while keeping future production profiles intact. This has resulted in a smoothed capital profile, with average annual capital expenditure projected at approximatelyUS$100 million from FY 2025 onwards, the rebasing of Finsch to approximately 2.2 million tonnes per annum (“ Mtpa ”), with the potential to continue mining into late 2030 and the rebasing ofCullinan Mine to approximately 3.7 Mtpa from FY 2027 onwards, with the potential to continue mining into the early 2040s without the need for a new production shaft.
-
Cost Saving
s:
US$10 million one-off operating and group cash savings were implemented during FY 2024, alongside a re-based operating cost profile that results inUS$30 million in sustainable cost reductions against prior guidance and a further optimised capital profile for FY 2025 and beyond. As part of this, Group functions were decentralised, resulting in a reduction of approximately 80 roles and a reduction in planned production levels at Finsch from 2.8 Mtpa to 2.2 Mtpa impacting approximately 350 positions. In addition, the Group executed a series of measures, including reducing corporate overheads, optimising procurement, and a labour restructuring program, which included a material retrenchment and voluntary departures of 188 positions at theCullinan Mine . The Group also reduced the number of Board Directors and reduced fees, resulting in a 25% reduction in Board costs on an annualised basis.
-
Asset sales
: The sale of the Company’s interest in Koffiefontein completed on
18 October 2024 and as a result the Group has avoided closure costs ofUS$23 million . In addition, the sale of theWilliamson Mine inTanzania was completed on14 May 2025 for a headline deferred consideration of up toUS$16 million , however the deferred consideration is dependent on the future cash generation of WDL and is therefore inherently uncertain.
The Refinancing
Following this operational restructuring, the Company has engaged extensively with its key financial stakeholders to address the upcoming maturities of its financial indebtedness. In particular, the Senior Secured Bank Debt and the Notes are due to mature in
Following extensive negotiations, on
Since the execution of the Lock-Up Agreement, additional Noteholders holding, in aggregate, approximately 13 % of the Notes (by value) acceded to the Lock-Up Agreement, such that the Notes Refinancing has the support of Noteholders holding, in aggregate, approximately 99% of the Notes (by value) and as such, the Notes Refinancing will be implemented by way of the Consent Solicitation pursuant to which the Notes Trustee will be directed to execute the Implementation Deed for the Refinancing. As at the date of this announcement, the Implementation Deed has been substantially agreed by all of the relevant parties to it and the Implementation Deed is expected to be executed after the requisite consents have been provided under the Consent Solicitation (and before the Special General Meeting).
In addition, Shareholders holding 69.1% of the Company’s Ordinary Shares have acceded to the Backstop Agreement, such that the Company has irrevocable undertakings to vote (or to procure the vote) in favour of the Resolutions at the Special General Meeting from Shareholders (including the Backstop Shareholders, Shareholders who are subject to the Lock-Up Agreement and each of the Directors who hold Ordinary Shares) who hold, in aggregate, approximately 74.2% of the Company’s total voting rights. Under the Backstop Agreement, the Backstop Shareholders have each undertaken to subscribe for Rights Issue Shares at a price of
On
The key elements of the Refinancing are as follows:
-
the extension of the maturity date of the Senior Secured Bank Debt to
December 2029 , together with certain amendments to the terms of that facility;
-
the amendment and extension of the Notes, including an extension of the maturity date to
March 2030 , together with amended interest payment provisions that provide the Company with flexibility to pay interest in cash or in ordinary shares, at its discretion; and
-
the Rights Issue of approximately £18.8 million (equivalent to approximately
US$25.1 million ).
The Directors believe that these elements together represent an integrated solution designed to address the Group’s near-term refinancing needs, provide operational and financial flexibility, and underpin a sustainable capital structure.
Use of proceeds
The Rights Issue is expected to raise gross proceeds of approximately £18.8 million (equivalent to approximately
The Directors expect the Group to use the entire net proceeds for general working capital purposes, as required by the Group.
Key terms of the Refinancing, the Rights Issue and related proposals
Debt Refinancing
In connection with, and conditional on, the Notes Refinancing and the Rights Issue, the Company has, pursuant to the Commitment Letter, agreed with the Senior Secured Bank Debt Lender to (subject to the satisfaction of the conditions in the Commitment Letter, the Implementation Deed and any other relevant documentation) amend the terms of the existing Senior Secured Bank Debt. The Amended Senior Secured Bank Debt is intended to become effective on or around the same time that the Notes Refinancing and the Rights Issue are completed.
The key terms of the Amended Senior Secured Bank Debt will be as follows:
-
an extension of the maturity of the R1,750 million revolving credit facility to
December 2029 fromJanuary 2026 ;
- a revised margin of JIBAR plus 500 basis points (from the current JIBAR plus 415 basis points);
-
an agreed amortisation profile that will result in a reduction of the R1,750 million facility to R1,000 million by end of
June 2029 ;
- an updated financial covenant package to reflect prevailing market standards for facilities of this nature and consistent with the Group’s anticipated capital structure following implementation of the Refinancing and Rights Issue, including adjustments to the leverage ratio test, the interest cover ratio test, and the minimum liquidity covenant (among other things);
- updated cashflow protocols and basket limits; and
- an upfront fee of 75 basis points to be paid over the term of the facility, with the commitment fee of 125 basis points remaining unchanged.
The Amended Senior Secured Bank Debt is conditional on (among other things) the Notes Refinancing and the Rights Issue being implemented in accordance with the Implementation Deed and the SARB Approval.
Pursuant to the Senior Secured Bank Debt Waiver Letter as amended on
The Amended Senior Secured Bank Debt will become effective following completion of the Implementation Steps (as defined below) pursuant to the terms of, and the steps set out in, the Implementation Deed (as set out further in the paragraph Rights Issue below).
Notes Refinancing
Summary of the Notes Refinancing
The Notes Refinancing will be implemented by way of the Consent Solicitation process. On
As a result of the agreement by Noteholders representing over 99% of the outstanding principal amount of the Notes to support the Consent Solicitation under the Lock-Up Agreement, the Company expects that the requisite consents to effect the amendments to the Notes will be received promptly after the launch of the Consent Solicitation, shortly following which the Notes Trustee will be directed to execute the Implementation Deed.
The Implementation Deed sets out (among other things) the steps required to be taken to complete the Refinancing (including the amendment of the Notes and the extension of the maturity date in respect of the Senior Secured Bank Debt). As at the date of this announcement, the Implementation Deed has been substantially agreed by all of the relevant parties to it and the Implementation Deed is expected to be executed after the requisite consents have been provided under the Consent Solicitation (and before the Special General Meeting).
Once the Implementation Deed is executed and the Implementation Documents are in agreed form between the relevant parties, the Notes Trustee and the Senior Secured Bank Debt Lender and other relevant parties in respect of the Senior Secured Bank Debt will (in accordance with the terms of the Implementation Deed) also provide their undated and unreleased signatures to those Implementation Documents to the Company’s Counsel so that the relevant signatures can (subject to the satisfaction of the relevant conditions) be released prior to Completion pursuant to the terms of the Implementation Deed. As at the date of this announcement, drafts of each of the key Implementation Documents are in an advanced form and the Company does not anticipate that there will be any issues with finalising any of the Implementation Documents prior to the date of the Special General Meeting.
The key terms of the Amended Notes will be as follows:
-
the maturity date is extended to
March 2030 fromMarch 2026 ;
- interest on the Amended Notes is payable in cash, PICE Shares or a combination of cash and PICE Shares, which will be at the Notes Issuer’s discretion (except as noted below);
- interest of the Notes will accrue at a rate of 10.5% per annum if paid in cash, and 11.5% per annum if paid in PICE Shares;
-
where the PICE Mechanism is exercised, the number of PICE Shares to be issued by the Company and allotted to the Noteholders shall be calculated by dividing the relevant interest amount by the following share prices: (i) in Year 1 (FY 2026),
50 pence per Ordinary Share; (ii) in Year 2 (FY 2027), an amount equal to the 12-month volume weighted average price of the Ordinary Shares; and (iii) in Year 3 (FY 2028) onwards, an amount equal to 50% of the 120-day volume weighted average price of the Ordinary Shares. The Company’s current intention is to exercise the PICE Mechanism for the interest due inDecember 2025 ; and
-
solely with respect to interest due on
31 December 2025 , interest will be paid based on a blended interest calculation, such that accrued interest from30 June 2025 to (but excluding)8 August 2025 shall be paid in cash at 9.75% per annum, with the balance of the interest paid in Ordinary Shares.
Pursuant to an amendment made to the Lock-Up Agreement on
In addition, pursuant to the amendment to the Lock-Up Agreement on
The Amended Notes will become operative following completion of the Implementation Steps (as defined below) pursuant to the terms of, and the steps set out in, the Implementation Deed (as set out further below) and the delivery of a notice to the Notes Trustee.
Implementation Deed
The purpose of the Implementation Deed is to give effect to certain steps contemplated by the Lock-Up Agreement and to formalise the consents, directions, waivers, conditions, steps and timings required to implement the Refinancing.
The Implementation Deed sets out the steps required to complete the Refinancing (the “Implementation Steps”), with the key steps being:
- finalising the outstanding Implementation Documents;
- once the Implementation Documents are in agreed form, the relevant parties to provide their undated and unreleased signatures to those Implementation Documents to the Company’s Counsel so that the relevant signatures can be released (subject to the satisfaction of the relevant conditions) prior to Completion pursuant to the terms of the Implementation Deed;
- the Company to hold the Special General Meeting within 30 business days of satisfaction of the initial restructuring conditions, with the main outstanding initial restructuring conditions as at the date of this announcement being the receipt of the requisite consents under the Consent Solicitation; execution of the third supplemental indenture in respect of the Notes; confirmation that all relevant signatures in respect of the Implementation Documents are being held in escrow by the Company’s Counsel; receipt of the SARB Approval; and confirmation that the condition precedents for the Amended Senior Secured Bank Debt have been satisfied or waived (other than those which can only be satisfied by the completion of the Implementation Steps));
-
the Company to use its best endeavours to procure that all subsequent restructuring conditions are satisfied or waived in accordance with the terms of the Implementation Deed as soon as practicable following the date on which the Refinancing Resolutions have been validly passed at the Special General Meeting, with the main subsequent restructuring
conditions
being
the
receipt
of £18.8
million
(equivalent
to
approximately
US$25.1 million ) from the Rights Issue, receipt of the SARB Approval, payment by the Company of all due and payable fees and expenses and confirmation that any remaining condition precedents for the Amended Senior Secured Bank Debt have been satisfied or waived); and
- once all the subsequent restructuring conditions are satisfied or waived, the Company to date and release all of the Implementation Documents (in the order specified in the Implementation Deed) and (subject to the satisfaction of any customary insolvency searches) any relevant legal opinions in connection with the Implementation Documents will be issued and any remaining ancillary implementation steps will be taken; at such point the Amended Notes will become operative and the Amended Senior Secured Bank Debt will become effective and the Refinancing will complete.
The Implementation Deed will terminate automatically on the earlier of: (i) termination of the Lock-Up Agreement becoming effective for all parties; (ii) the date on which all of the Implementation Steps have been completed; and (iii)
Work Fee
In connection with the Notes Refinancing, the
The Work Fee Warrants will not be admitted to listing or trading in any jurisdiction. Application for the admission of the new Ordinary Shares issued upon the exercise of the Work Fee Warrants to listing on the ESCC Category of the Official List of the
Under the terms of the warrant instrument in respect of the Work Fee Warrants to be entered into by the Company prior to Completion in accordance with the terms of the Implementation Deed (the “
Work Fee Warrant Deed
”), the Work Fee Warrants shall have an exercise price of
Rights Issue
Summary of the Rights Issue
A key term of the Debt Refinancing and the Notes Refinancing is the completion of the Rights Issue to raise gross proceeds of approximately £18.8 million (equivalent to approximately
For more information on the Rights Issue, see the paragraph Key terms of the Rights Issue below.
Backstop
In connection with the Rights Issue, the Backstop Shareholders have entered into the Backstop Agreement, pursuant to which they have each undertaken to commit and underwrite the Rights Issue at a price of
Under the terms of the Backstop Agreement, each Backstop Shareholder has undertaken, subject to the conditions therein:
- to vote (or procure the voting of) all Ordinary Shares held by them in favour of the Resolutions at the Special General Meeting;
- not to sell, transfer or otherwise dispose or charge all or any of its Ordinary Shares in the Company;
- to subscribe in full its pro rata entitlement under the Rights Issue as set out in the Backstop Agreement; and
-
in the case of
Kyma Capital , JOSIVAR Sarl,Mecamur S.L .,Vivek Gadodia and Jozephus Kemp only, to take up the rights under the Rights Issue of any other Shareholder (other than the Backstop Shareholders) who do not take up their rights, such that the Rights Issue is fully committed and underwritten.
Following Admission of the Rights Issue Shares (nil paid), the Backstop Agreement is not capable of being terminated.
Backstop Fee
In consideration for providing the underwriting commitments under the Backstop Agreement and the associated restrictions on dealing, the Company has agreed to a Backstop Fee payable to the Backstop Shareholders. The Backstop Fee is equal to 10% of the value of the Ordinary Shares that such Backstop Shareholder has irrevocably undertaken to subscribe for in relation to (i) their respective pro rata rights under Rights Issue and (ii) in relation to
The Backstop Fee will be paid in New Ordinary Shares, with the Company issuing 11,423,634 Backstop
Incentivisation Plan
In connection with the Refinancing, the Company will implement the Incentivisation Plan, to grant up to 16 million Incentivisation Warrants in total, with up to 3.75 million Incentivisation Warrants for the benefit of the Chairman and up to 12.25 million Incentivisation Warrants for the benefit of management and senior managers. The Incentivisation Warrants will be issued at an exercise price of
The Incentivisation Warrants will not be admitted to listing or trading in any jurisdiction. Application for the admission of the new Ordinary Shares issued upon the exercise of the Incentivisation Warrants to listing on the ESCC Category of the Official List of the
In connection with the Incentivisation Plan, the Company is proposing to revise the Remuneration Policy. The revised Remuneration Policy is set out in the Directors’ Remuneration Report within the 2025 Financial Statements. Shareholders will be asked to approve the Incentivisation Plan and the revised Remuneration Policy at the Special General Meeting.
Current trading and prospects
Post
The market has remained volatile since
Key terms of the Rights Issue
General
The Company is proposing to raise gross proceeds of approximately £18.8 million (equivalent to approximately
The Rights Issue will be made on the basis of:
10 Rights Issue Shares for every 17 Existing Shares
held by and registered in the name of Qualifying Shareholders at
The Company is proposing to offer 114,236,344 Rights Issue Shares (representing approximately 58.8% of the Company’s existing issued share capital and 35.7% of the Enlarged Issued Share Capital) in connection with the Rights Issue to Qualifying Shareholders other than, subject to certain exemptions, to those Qualifying Shareholders with a registered address, or resident, in one of the Excluded Territories.
The Rights Issue is being made at an issue price of
The Issue Price represents a discount of:
-
approximately 14.5% to the closing middle-market price of
19.3 pence per Existing Share on16 October 2025 (being the latest practicable date prior to the publication of this announcement); and
-
approximately 9.7% to the theoretical ex-rights price (“
TERP
”) of
18.3 pence per Existing Share calculated by reference to the same closing price.
The Rights Issue is fully underwritten and committed by the Backstop Shareholders who have agreed, pursuant to the terms of the Backstop Agreement, to underwrite the Rights Issue at a price of
The Rights Issue is conditional, inter alia , upon:
(i) the passing of the Refinancing Resolutions (without amendment) at the Special General Meeting;
(ii)
the Backstop Agreement having become unconditional in all respects (save for the condition relating to Admission of the Rights Issue Shares and Backstop
(iii)
Admission of the Rights Issue Shares becoming effective by not later than
Both the Rights Issue and the Refinancing are conditional on the passing of the Refinancing Resolutions at the Special General Meeting, however while the Refinancing is conditional on completion of the Rights Issue, the Rights Issue is not conditional on completion of the Refinancing.
As at the date of this announcement, the Company anticipates that, by the date of the Special General Meeting, most of the requirements for completing the Refinancing will have been completed and the remaining steps for completion of the Refinancing—once the Refinancing Resolutions have been passed and the SARB Approval is obtained (which the Company does not consider there to be a material risk of not being obtained)—will be predominantly mechanical and mostly within the control of the Company and its advisers.
In light of this, the agreement of Noteholders representing over 99% of the outstanding principal amount of the Notes to support the Consent Solicitation under the Lock-Up Agreement and that the Company has received irrevocable undertakings to vote (or to procure the vote) in favour of the Resolutions at the Special General Meeting from Shareholders who hold, in aggregate, approximately 74.2% of the Company’s total voting rights, the Directors expect that the Rights Issue, the Notes Refinancing and the Debt Refinancing will complete and the Amended Senior Secured Bank Debt and the Amended Notes will come into effect on the date on or around which the Company receives the net proceeds from the Rights Issue.
Holdings of Existing Shares in certificated and uncertificated form will be treated as separate holdings for the purpose of calculating entitlements under the Rights Issue. Rights Issue Shares representing fractional entitlements will not be allotted to Qualifying Shareholders and, where necessary, entitlements to Rights Issue Shares will be rounded down to the nearest whole number. Such fractional entitlements will be aggregated and given to charity by the Depository.
The Rights Issue Shares will, when issued and fully paid, rank pari passu in all respects with the Existing Shares, including the right to all future dividends or other distributions made, paid or declared after the date of issue of the Rights Issue Shares.
A Shareholder (who is not a Backstop Shareholder) who sells or otherwise elects not to take up their Nil Paid Rights or DI Nil Paid Rights in full (or who is not permitted to) will experience a 39.3% immediate dilution (i.e. their proportionate interest in the Company will decrease by 39.3%) as a consequence of the Rights Issue and the Backstop (taking into account the Rights Issue Shares and the Backstop
The Prospectus relating to the offer of
Rights Issue Shares pursuant to the Rights Issue and the applications to the
It is expected that: (1) Admission of the Rights Issue Shares and Admission of the Nil Paid Rights will become effective at, and dealings in the Nil Paid Rights will commence as soon as possible on the
It is expected that the Nil Paid Rights (and the associated DI Nil Paid Rights) will trade under ISIN BMG702781581.
Shareholders will not be charged expenses by the Company in respect of the Rights Issue.
The latest time and date for acceptance and payment in full of the Rights Issue Shares (and the associated New DIs, as appropriate) is
Qualifying Non-CREST Shareholders
Qualifying Non-CREST Shareholders will be sent a Provisional Allotment Letter shortly following approval of the Refinancing Resolutions at the Special General Meeting, which will indicate the number of Rights Issue Shares (nil pail) provisionally allotted to such Qualifying Non-CREST Shareholders pursuant to the Rights Issue. Qualifying Non-CREST Shareholders should note that, other than the Provisional Allotment Letter, they will receive no further written communication from the Company in respect of the subject matter of the Prospectus.
Qualifying DI Holders
The Depository holds Existing Shares and accordingly will receive provisional allotment of Rights Issue Shares (nil paid) on behalf of Qualifying DI Holders. Subject to the fulfilment of the conditions to be set out in the Prospectus, the Depository will pass on the provisional allotment made in its favour to each Qualifying DI Holder (other than, subject to certain exemptions, DI Holders with registered addresses in any Excluded Territory or who are located or resident in any Excluded Territory (“ Restricted DI Holder ”)) on the terms and conditions to be set out in the Prospectus and in accordance with the Deed Poll. Qualifying DI Holders should note that they will receive no further written communication from the Company in respect of the subject matter of the Prospectus.
Overseas Shareholders
The attention of Qualifying Shareholders who have registered addresses outside the
Special Dealing Service
The Company has engaged
Dividends and Dividend Policy
The Directors did not recommend a dividend in respect of FY 2023, FY 2024 and FY 2025.
The Company’s dividend policy targets an ordinary dividend within the range of 15% to 35% of free cash flows after interest and tax, and having adjusted for any windfall earnings. The Directors do not anticipate being in a position to recommend a dividend in FY 2026.
Pursuant to
Irrevocable Undertakings
The Company has received irrevocable undertakings from the Backstop Shareholders pursuant to the Backstop Agreement to vote (or to procure the vote) in favour of the Resolutions, at the Special General Meeting in respect of the 134,281,662 Ordinary Shares currently registered or beneficially held in aggregate by such Shareholders, representing in aggregate approximately 69.1% of the voting rights, including the 22,458,525 Ordinary Shares currently registered or beneficially held in aggregate by
In addition to
Furthermore, those Directors who are shareholders in the Company, with a combined holding of approximately 11.6% in the Company’s issued share capital, have given irrevocable undertakings to subscribe for an aggregate of 22,471,525 Rights Issue Shares, representing a combined investment by the Board (including
Related Party Transactions
JOSIVAR Sarl, an entity that is wholly-owned by
As announced on
-
amendment and extension of the Notes held by
José Manuel Vargas and Terris;
-
payment by the Company of the Consent Fee to
José Manuel Vargas and Terris;
-
payment by the Company of the Work Fee to
José Manuel Vargas and Terris;
- in respect of each of the Related Parties, the payment by the Company to them of their respective proportion of the Backstop Fee;
- in respect of JOSIVAR, the proposed participation in the Rights Issue as a Backstop Provider beyond its pro rata entitlement; and
-
grants of Incentivisation Warrants under the Incentivisation Plan to
José Manuel Vargas only,
in each case in the terms set out in the Lock-Up Agreement, the Implementation Deed (when entered into), the Backstop Agreement and the Incentivisation Plan, are considered related-party transactions for the purposes of UKLR 8.2.1R (the “
Furthermore, the Board has amended the exercise price of the Incentivisation Warrants granted pursuant to the Incentivisation Plan from
Following amendments to the Lock-Up Agreement on
In respect of the Related Party Transactions, at the time of entry into those transactions, the Board considered the Related Party Transactions to be fair and reasonable as far as the Company’s shareholders are concerned and the Directors had been so advised by the Sponsor.
The Chairman has a personal interest in the Resolutions (both directly and through JOSIVAR Sarl, an entity that is wholly-owned by the Chairman) as a Backstop Shareholder, a Noteholder and as a potential recipient of Work Fee Warrants and the Incentivisation Warrants. In accordance with the
Employee Share Plans
The number of Ordinary Shares subject to awards or options outstanding under the Employee Share Plans and the exercise price (if any) may be adjusted, in accordance with the rules of the relevant Employee Share Plans, to take into account the issue of the Rights Issue Shares pursuant to the Rights Issue. Holders of awards or options under the Employee Share Plans will be contacted separately and in due course with further information on how their awards and options may be affected by the Rights Issue.
Special General Meeting
The Notice of Special General Meeting, which is to be held the offices of
The Special General Meeting is being held for the purpose of considering and, if thought fit, passing the Resolutions. The Resolutions will be proposed as either ordinary or special resolutions, as set out below, and will be passed if approved by the requisite majority of votes cast, either in person or by proxy. A summary and explanation of the Resolutions is set out below, but please note that this does not contain the full text of the Resolutions and Shareholders should read this section in conjunction with the Resolutions in the Notice of Special General Meeting that will be set out in Part XVII ( Notice of Special General Meeting ) of the Prospectus.
Rights Issue
- Resolution 1 (ordinary resolution) : to allot 114,236,344 new Ordinary Shares in connection with the Rights Issue:
- Resolution 2 (special resolution) : to disapply pre-emption rights in respect of the issue of Ordinary Shares pursuant to the Rights Issue;
Backstop Fee
- Resolution 3 (ordinary resolution) : to allot 11,423,634 new Ordinary Shares in satisfaction of the Backstop Fee due to the Backstop Shareholders;
- Resolution 4 (special resolution) : to disapply pre-emption rights in respect of the issue of Ordinary Shares in satisfaction of the Backstop Fee;
PICE
- Resolution 5 (ordinary resolution) : to allot up to 41,000,000 new Ordinary Shares pursuant to the PICE Mechanism;
- Resolution 6 (special resolution) : to disapply pre-emption rights in respect of any issue of Ordinary Shares under the PICE Mechanism;
Work Fee Warrants
-
Resolution 7 (ordinary resolution)
: to allot 48 million Work Fee Warrants (being rights to subscribe for new Ordinary Shares) issued to the
Working Group of Noteholders ;
- Resolution 8 (special resolution) : to disapply pre-emption rights in respect of the issue of the Work Fee Warrants;
Incentivisation Plan and Incentivisation Warrants
- Resolution 9 (ordinary resolution) : to allot up to 16 million Incentivisation Warrants (being rights to subscribe for new Ordinary Shares) pursuant to the proposed Incentivisation Plan arrangements and issued to management, the Chairman and other senior managers of the Company;
- Resolution 10 (ordinary resolution) : to approve the rules of the Incentivisation Plan in the form produced at the Special General Meeting and initialled by the Chairman of the Special General Meeting for the purposes of identification;
- Resolution 11 (ordinary resolution) : to approve a revised Remuneration Policy in the form produced at the Special General Meeting and initialled by the Chairman of the Special General Meeting for the purposes of identification to take effect immediately following the Special General Meeting.
Pursuant to Resolution 5, Shareholders are being asked to approve the allotment of up to 41,000,000 new Ordinary Shares pursuant to the PICE Mechanism, which is expected to be a sufficient number of new Ordinary Shares to allow the Company to exercise the PICE Mechanism for Year 1 (FY2026) only (allowing for potential exchange rate variations). As the number of new Ordinary Shares to be allotted pursuant to the PICE Mechanism in Year 2 (FY2027) and Year 3 (FY2028) onwards (to the extent that the Company chooses to exercise the PICE Mechanism in any of these periods) is calculated using a volume weighted average price (“ VWAP ”) of the Ordinary Shares at the time of calculation, and is dependent on the US$ to GBP exchange rate at such time, the relevant number of new Ordinary Shares cannot be determined at the date of this announcement. If the Company does want to exercise the PICE Mechanism in FY2027 or beyond, it will seek separate approvals for allotment of new Ordinary Shares, at future shareholder meetings of the Company, as required. At such time the Company will be able to provide to shareholders a reasonable estimate of the number of new Ordinary Shares which will be required to be issued pursuant to the PICE Mechanism.
Resolutions 1, 3, 5, 7, 9, 10 and 11 will require more than 50% of the votes cast by Shareholders eligible to vote in respect of it, whether in person or by proxy, to be voted in favour to be passed at the Special General Meeting. Resolutions 2, 4, 6 and 8 will require at least 75% of the votes cast by Shareholders eligible to vote in respect of it, whether in person or by proxy, to be voted in favour to be passed at the Special General Meeting.
Resolutions 1 to 8 are each inter-conditional on one another. Resolutions 9 to 11 are conditional on the passing of Resolutions 1 to 8.
If Resolutions 1 to 8 are not approved at the Special General Meeting, the Company will be unable to complete the Rights Issue and, by extension, the Refinancing.
Working capital statement
The Company is of the opinion that, as at the date of this announcement, the Group does not have sufficient working capital for its present requirements, that is, for at least the next 12 months from the date of this announcement.
Background to the Rights Issue and the Refinancing
The diamond industry is facing unprecedented challenges, impacted by a difficult macroeconomic environment, the prolonged slowdown in
The Company has significant outstanding liabilities, with approximately
As set out further below, completion of the Rights Issue and the Refinancing are conditional on the passing of the Refinancing Resolutions at the Special General Meeting. Therefore, if the Refinancing Resolutions are not passed, the Rights Issue and the Refinancing will not complete.
In addition, the Refinancing is conditional on receipt of the SARB Approval. The final application for the SARB Approval was submitted to the SARB by Absa on the Company's behalf on
If the Refinancing Resolutions are not passed, the Rights Issue does not otherwise complete, or other conditions to the Refinancing are not met (including if the SARB Approval is not obtained), the Lock-Up Majority Noteholders will be able to terminate the Lock-Up Agreement. If the Lock-Up Majority Noteholders exercise such right, the Senior Secured Bank Debt Waiver Letter will also then terminate and cease to apply, such that the Company will cease to benefit from the waivers and restrictions on enforcement in relation to certain breaches of the terms of the Senior Secured Bank Debt and the Notes. At such time, the Senior Secured Bank Debt Lender would be able to accelerate payment under the Senior Secured Bank Debt and the Noteholders would be able to accelerate payment under the Notes, subject to the terms of the Intercreditor Agreement. The Board believes that the Company’s operating cash position is such that, absent the completion of the Rights Issue and the Refinancing, the Group is highly unlikely to have sufficient funds to repay or refinance its Senior Secured Bank Debt and/or the Notes if the Senior Secured Bank Debt Lender and/or the Noteholders accelerate payment under the terms of the Senior Secured Bank Debt or the Notes, respectively, with an anticipated shortfall of approximately
In addition, in the event that the Lock-Up Majority Noteholders do not elect to terminate the Lock-Up Agreement and/or both the Senior Secured Bank Debt Lender and the Noteholders do not enforce their debt, the Company’s outstanding liabilities under the Senior Secured Bank Debt and the Notes are due to mature in
Extending the maturity of the Senior Secured Bank Debt and the Notes along with the net proceeds of the Rights Issue is also critical for the Group to continue with the mine life extension capital projects. If the Rights Issue, and therefore, the Refinancing, were to be unsuccessful, the Group would not be able to proceed with the mine life extension capital projects at both the
Rights Issue and Refinancing proposals
Accordingly, over the past 18 months, in light of the challenges created by the significant volatility in diamond prices and the upcoming maturity of the Senior Secured Bank Debt and the Notes, the Company has undertaken a number of measures, including an internal restructuring programme aimed at repositioning itself for long-term sustainability and improved operational efficiency. Following this operational restructuring, the Company has engaged extensively with its key financial stakeholders to address the upcoming maturities of the Senior Secured Bank Debt and the Notes. Given the importance of ensuring a stable capital structure to support the long-term business plan and mine life extension capital projects, the Board determined that a comprehensive refinancing would be necessary to address these maturities in an orderly manner and to underpin the Group’s future strategy.
Following extensive negotiations, on
-
the Debt Refinancing to put in place the Amended Senior Secured Bank Debt which, when it comes into effect, will extend the maturity date of the Senior Secured Bank Debt to
December 2029 , together with certain amendments to the terms of this facility as set out in paragraph Debt Refinancing above;
-
the Notes Refinancing to put in place the Amended Notes which, when it comes into effect, includes an extension of the maturity date of the Notes to
March 2030 , together with amended interest payment provisions that provide the Company with flexibility to pay interest in cash or in Ordinary Shares through the PICE Mechanism at its discretion, as set out further in paragraph Notes Refinancing above; and
-
the Rights Issue of approximately £18.8 million (equivalent to approximately
US$25.1 million ) as set out further in paragraph Rights Issue above.
The Directors believe that this refinancing solution is currently the only viable plan that is capable of implementation in the time frame required to meet the Group’s near-term maturities of its Senior Secured Bank Debt and the Notes in
In the event that, and conditional upon, the Rights Issue and the Refinancing completing, the Company is of the opinion that, taking into account the receipt of the net proceeds of the Rights Issue and the Amended Senior Secured Bank Debt and the Amended Notes coming into effect, the Group will have sufficient working capital for its present requirements, that is, for at least the next 12 months following the date of this announcement.
The Notes Refinancing and the Debt Refinancing are each conditional on (among other things) the passing of the Refinancing Resolutions at the Special General Meeting and completion of the Rights Issue.
The Company has received irrevocable undertakings to vote (or to procure the vote) in favour of the Resolutions at the Special General Meeting from Shareholders who hold, in aggregate, approximately 74.2% of the Company’s total voting rights. In addition, pursuant to the Backstop Agreement, the Rights Issue is fully underwritten and committed by the Backstop Shareholders.
In connection with the Debt Refinancing, the Company has also entered into a commitment letter and binding term sheet with the Senior Secured Bank Debt Lender pursuant to which the Senior Secured Bank Debt Lender has, subject to the conditions therein, committed to implementing the Debt Refinancing.
The Notes Refinancing will be implemented by way of a voluntary consent solicitation process. On
As a result of the agreement by Noteholders representing over 99% of the outstanding principal amount of the Notes to support the Consent Solicitation under the Lock-Up Agreement, the Company expects that the requisite consents to effect the amendments to the Notes will be received promptly after the launch of the Consent Solicitation, shortly following which the Notes Trustee will be directed to execute the Implementation Deed.
The Implementation Deed sets out (among other things) the steps required to be taken to complete the Refinancing (including the amendment of the Notes and the extension of the maturity date in respect of the Senior Secured Bank Debt). As at the date of this announcement, the Implementation Deed has been substantially agreed by all of the relevant parties to it and the Implementation Deed is expected to be executed after the requisite consents have been provided under the Consent Solicitation (and before the Special General Meeting).
Once the Implementation Deed is executed and the Implementation Documents are in agreed form between the relevant parties, the Notes Trustee and the Senior Secured Bank Debt Lender and other relevant parties in respect of the Senior Secured Bank Debt will (in accordance with the terms of the Implementation Deed) also provide their undated and unreleased signatures to those Implementation Documents to the Company’s Counsel so that the relevant signatures can (subject to the satisfaction of the relevant conditions) be released prior to Completion pursuant to the terms of the Implementation Deed. As at the date of this announcement, drafts of each of the key Implementation Documents are in an advanced form and the Company does not anticipate that there will be any issues with finalising any of the Implementation Documents prior to the date of the Special General Meeting.
As at the date of this announcement, the Company anticipates that, by the date of the Special General Meeting, most of the requirements for completing the Refinancing will have been completed and the remaining steps for completion of the Refinancing—once the Refinancing Resolutions have been passed and the SARB Approval is obtained (which the Company does not consider there to be a material risk of not being obtained)—will be predominantly mechanical and mostly within the control of the Company and its advisers.
In light of this, the agreement of Noteholders representing over 99% of the outstanding principal amount of the Notes to support the Consent Solicitation under the Lock-Up Agreement and that the Company has received irrevocable undertakings to vote (or to procure the vote) in favour of the Resolutions at the Special General Meeting from Shareholders who hold, in aggregate, approximately 74.2% of the Company’s total voting rights, the Directors expect that the Rights Issue, the Notes Refinancing and the Debt Refinancing will complete and the Amended Senior Secured Bank Debt and the Amended Notes will come into effect on the date on or around which the Company receives the net proceeds from the Rights Issue.
As a result, the risk of the Refinancing not completing in the event of the passing of the Refinancing Resolutions and completion of the Rights Issue is very low due to the remaining steps being predominantly mechanical and mostly in the control of the Company and its advisers other than the SARB Approval (which the Company does not consider there to be a material risk of not being obtained). There, however, remains a residual risk that the Rights Issue Shares are issued without the Refinancing completing, as a few elements of the Refinancing remain outside the control of the Company, including that the Noteholders could default on their obligation under the Lock-Up Agreement to deliver consents pursuant to the Consent Solicitation process (and therefore the Implementation Deed would not be executed), a Backstop Shareholder defaults on its obligations under the Backstop Agreement such that the Company does not receive the full amounts in respect of the Rights Issue or the Lock-Up Agreement and/or the Implementation Deed terminate due to the occurrence of a termination event under the Lock-Up Agreement which is outside of the Company’s control (such as a court making an order preventing the implementation of the Refinancing or failure to obtain the SARB Approval (which the Company does not consider there to be a material risk of not being obtained)).
Potential mitigation actions if the Rights Issue and the Refinancing do not complete
The Rights Issue and the Refinancing are conditional on the passing of the Refinancing Resolutions at the Special General Meeting. Therefore, if the Refinancing Resolutions are not passed, the Rights Issue and the Refinancing will not complete.
Further, the Refinancing is conditional on the Company receiving gross proceeds of approximately £18.8 million (equivalent to approximately
Additionally, as set out above, if the Refinancing Resolutions are not passed, the Lock-Up Majority Noteholders will be able to terminate the Lock-Up Agreement and at such time the Senior Secured Bank Debt Waiver Letter will also terminate and cease to apply, such that the Company will also cease to benefit from such waivers and restrictions on enforcement in relation to certain breaches of the terms of the Senior Secured Bank Debt and the Notes. At such time, the Senior Secured Bank Debt Lender would be able to accelerate payment under the terms of the Senior Secured Bank Debt and the Noteholders would be able to accelerate payment under the Notes.
In relation to any of the above circumstances, the Directors have considered whether there are any other actions that could be taken to preserve the viability of the Group and protect stakeholder value. These actions include:
- The Company could seek to renegotiate terms and/or enter new negotiations to raise debt or equity capital from new or existing investors. However, absent the comprehensive support of Noteholders already obtained under the Lock-Up Agreement and the Senior Secured Bank Debt Lender, the Board considers this to be highly unlikely to succeed on acceptable terms or at all in the current circumstances, given that the Company has engaged extensively with its financial stakeholders to agree the proposals set out in this announcement.
-
The Company might seek to implement an alternative form of restructuring, such as a
UK -court approved restructuring plan under Part 26A of the Companies Act 2006, a scheme of arrangement, or a consensual debt-for-equity swap, with a view to reducing or equitising a portion of its indebtedness. However, implementation of any such alternative would require renegotiation with the Senior Secured Bank Debt Lender, the Noteholders and other stakeholders, together with the preparation of detailed financial and legal documentation, independent valuations, and (in the case of a court-supervised process) the securing of requisite court approvals, all of which would take a number of months to agree. The Board has not initiated any preparatory work on these alternatives given the support already obtained for the Rights Issue and the Refinancing.
-
The Company could consider selling one of its assets in order to generate cash and reduce liabilities. However, there is limited near-term visibility on the availability of buyers or acceptable valuations for any such disposals, and the time required to identify a potential buyer, negotiate and document any sale terms and complete any such transaction (taking into account also any regulatory approvals required for such transaction) would likely exceed the period during which the Company is expected to have adequate liquidity. In addition, the Group only has two key assets, the
Cullinan Mine and Finsch, and the Company believes a sale of either of these assets would significantly impact the Group’s revenue going forward and its ability to remain a viable concern. The Directors are uncertain whether a sale of any one of the two assets alone would be sufficient to settle the outstanding debt that is maturing inJanuary 2026 andMarch 2026 , respectively.
In respect of each of the proposed actions above, the Directors do not believe there is any realistic prospect of the Company being able to complete the required steps before the Senior Secured Bank Debt matures in
The Directors have concluded that the available alternatives would be highly limited and highly unlikely to deliver a better outcome for Shareholders, Noteholders or other creditors than the Rights Issue and the Refinancing, and may deliver no viable alternative in the circumstances given the impending debt maturity in
Implications if the Rights Issue and the Refinancing do not successfully complete
If the Rights Issue and the Refinancing do not successfully complete for any reason, including if the Refinancing Resolutions are not passed at the Special General Meeting or other conditions to the Refinancing are not met (including if the SARB Approval is not obtained), or if the Shareholders do not participate in the Rights Issue (and the Backstop Shareholders default under the Backstop Agreement) such that the Company is not able to raise gross proceeds of approximately £18.8 million (equivalent to approximately
-
the Company’s existing financial position will remain unchanged with liabilities of approximately
US$99 million outstanding under the fully drawn Senior Secured Bank Debt and approximatelyUS$228 million outstanding under the Notes due to mature inJanuary 2026 andMarch 2026 , respectively;
-
the Group would not be able to proceed with the mine life extension capital projects at either of the
Cullinan Mine or Finsch, which would likely result in significantly reduced revenues and both the mines not having sufficient ore to maintain production as per guidance over the next 12 to 18 months;
- the Lock-Up Majority Noteholders will be able to terminate the Lock-Up Agreement and at such time the Senior Secured Bank Debt Waiver Letter will also terminate and cease to apply such that the Company will cease to benefit from such waivers and restrictions on enforcement in relation to certain breaches of the terms of the Notes and the Senior Secured Bank Debt, such that the Noteholders and the Senior Secured Bank Debt Lender would be able to accelerate payment under the terms of the Notes and the Senior Secured Bank Debt, respectively;
-
the Board believes that any alternative financing options will be extremely limited or unavailable and therefore, in such circumstances, the Board believes without the Rights Issue and the Refinancing, the Group is highly unlikely to have sufficient funds to repay or refinance its Senior Secured Bank Debt and/or the Notes and the Company would have no option but to file for insolvency in the relevant jurisdiction(s)
which
could
be
as
soon
as
shortly
following
the
Special
General
Meeting
in
November 2025 , if the Refinancing Resolutions do not pass at the Special General Meeting and the Lock-Up Majority Noteholders exercise their right to terminate the Lock-Up Agreement following which the Senior Secured Bank Debt Lender and/or the Noteholders decide to accelerate their debt;
-
in any event, even if the Lock-Up Majority Noteholders do not terminate the Lock-Up Agreement and/or both the Senior Secured Bank Debt Lender and the Noteholders do not enforce their debt (which is outside the control of the Company), without the Rights Issue and the Refinancing, the Board does not expect to be able to repay or refinance the liabilities under the Senior Secured Bank Debt as it falls due in
January 2026 or the Notes which would also come due and payable inJanuary 2026 as a result of cross-default provisions in the Notes, and as such the Group may not be able to continue as a going concern at that time; and
-
therefore, even if both the Senior Secured Bank Debt Lender and the Noteholders decide not to accelerate their debt and enforce their security in
November 2025 (in the event that the Refinancing Resolutions do not pass at the Special General Meeting and the Lock-Up Majority Noteholders terminate the Lock-Up Agreement), absent support of the Senior Secured Bank Debt Lender and the Noteholders not to accelerate their debt and not to enforce their security inJanuary 2026 (which is outside the control of the Company) when both the Senior Secured Bank Debt and the Notes would become due and payable, the Board believes that it is highly likely that the Company would have no option but to file for insolvency in the relevant jurisdiction(s) inJanuary 2026 , upon the maturity of the Senior Secured Bank Debt.
Summary
The proposals set out in this announcement are of critical importance to the future of the Company. The Board believes that the Rights Issue and the Refinancing represent the most viable and sustainable path to strengthen the Group’s financial position.
If the Refinancing Resolutions are not approved by Shareholders at the Special General Meeting, the Rights Issue and the Refinancing will not proceed. In such circumstances, the Company believes that the Group will not have sufficient working capital for its present requirements, that is, for at least the next 12 months from the date of this announcement, and there would be significant uncertainty regarding the Group’s ability to continue as a going concern, which may have a material adverse impact on the value of Shareholders’ investment in the Company and may cause Shareholders to lose all or a substantial portion of their investment. The Board believes that absent support of the Senior Secured Bank Debt Lender and the Noteholders not to enforce their debt (which is outside the control of the Company), it is highly likely that the Company would have no option but to file for insolvency in the relevant jurisdiction(s) which the Senior Secured Bank Debt Lender and/or the Noteholders decide to accelerate their debt which the Board believes would be highly likely to result in significantly reduced recoveries for creditors and no return for Shareholders. This could be as soon as shortly following the Special General Meeting in
Accordingly, the Board strongly believes that the approval of the Refinancing Resolutions and the Rights Issue and the Refinancing is the best transaction possible for the Company, Shareholders and its stakeholders and is in the best interests of the Company and its Shareholders as a whole.
In accordance with the
Definitions
|
|
the share option plan adopted by the Company a t the 2021 annu a l gener a l meeting. |
|
Admission
|
the
admission
of
the
Rights
Issue
Shares
and
the
Ba
c
kstop
|
|
Backstop |
th
e
underwritin
g
o
f
th
e
Right
s
Issu
e
by
th
e
Ba
c
ksto
p
Shareholde
r
s
who
have
a
g
reed,
pu
r
suant
to
the
te
r
ms
of
the
Ba
c
kstop A
g
reement, to underwrite the Rights Issue
a
t a price
of
|
|
Backstop Agreement |
th e a g reemen t bet w ee n th e Compa ny an d th e Ba c ksto p Shareholde r s d a te d 8 A ugus t 2025 , a s amende d a n d supplemented on 29 August 2025 and 17 October 2025, pu r suant to whi c h the Ba c kstop Shareholde r s committed to fully commit and underwrite the Rights Issue and to vote (or to procure the vote) in favour of the Resolutions to e f fect the Refinancing and the Rights Issue |
|
Backstop Fee |
the fee pay a ble by the Company to ea c h Ba c kstop Shareholder for their se r vices committing to and underwriting the Rights Issue |
|
Backstop
|
the new
|
|
Backstop Shareholders |
Te r ris, Azv a lor Asset Man a gement SGIIC SA, JOSIVAR Sa r l, J os é Manue l V ar g a s, K ym a C a pit a l , Mecamu r S .L. , Th e Langma n 201 0 Descendant s T r ust , Viv e k Gadodi a an d Jozephus Kemp |
|
Board |
the board of directo r s of the Company from time to time |
|
Business Day |
ea
c
h
day
th
a
t
is
not
a
S
a
turday
or
a
Sunday
or
other
day
on
whi
c
h
banking
institutions
in
|
|
Cashless T a ke-up |
the s a le of su c h number of Nil Paid Rights as will gener a te su f ficient s a le proceeds to en a ble the direct or indirect holder thereof to t a ke up a ll of their remaining Nil Paid Rights (or entitlement s thereto ) withou t bein g require d t o pr o vid e a ny fu r ther c a pit a l |
|
Consent Fee |
the
fee
whi
c
h
was
proposed
to
be
pay
a
ble
in
addition
a
l
Notes
on
Completion
in
an
amount
equ
a
l
to
4%
of
the
ag
g
reg
a
te
princip
a
l
amoun
t
o
f
Note
s
f
o
r
whi
c
h
a
Noteholde
r
pr
o
vide
d
consent, but whi
c
h was removed as pa
r
t of
the amendments to
the Lo
c
k-Up A
g
reement on |
|
Consent Solicit a tion |
the voluntary solicitation process by which the Notes Refinancing will be implemented |
|
Companies Act
|
Companies Act 1981 of Be r muda (as amended) |
|
Company or Petra |
P et ra Diamond s Limited , a n ex empte d compa ny limite d by shares inco r por a ted and registered in Be r muda with registered number 23123 |
|
Company’s Counsel |
He
r
be
r
t |
|
Completion |
the date of the completion of the Refinancing |
|
Contributed Su r plus |
as defined in section 54 of the Companies Act |
|
CREST
|
the
relevant
system
in
respect
of
whi
c
h
Euro
c
lear
|
|
CREST Manu a l
|
the
r
ules
gove
r
ning
the
oper
a
tion
of
CREST,
consisting
of
the
CREST
Reference
Manu
a
l,
CREST
Rules,
Registra
r
s
Se
r
vice
Standard
s,
Settlemen
t
Disciplin
e
R
ule
s,
CCS
S
Ope
r
a
tion
s
Manu
a
l,
Daily
Timet
a
ble,
CREST
A
pplic
a
tion
Procedures
and
CREST
Glossa
r
y
of
Te
r
ms
promulg
a
ted
by
Euro
c
lear
|
|
|
the Cullinan diamond mine in |
|
Debt Refinancing |
an
extension
to
the
m
a
turity
d
a
te
of
the
Senior
Secured
Bank
Debt from Janua
r
y 2026 to |
|
Deed Poll |
the deed d a ted 23 Mar c h 2005 in respect of the DIs |
|
Deposita r y |
MUFG Co
r
por
a
te Ma
r
kets T
r
ustees ( |
|
DI Holders |
the holde r s of DIs |
|
DI Nil Paid Rights |
DIs representing Nil Paid Rights |
|
Directors |
the directo r s of the Company as a t the d a te of this announcement |
|
Directors’ Remuneration Report |
the directors’ remuneration report within the 2025 Financial Statements |
|
Disclosure Guidance and Transparency Rules |
The Disclosure Guidance and Transparency Rules of the |
|
EBITDA
|
the net profit before net interest (excluding net unrealised foreign exchange gains and losses), tax, depreciation, amortisation and loss on discontinued activities. |
|
EEA |
the European Economic Area first established by the agreement signed at |
|
Employee Share Plans
|
means the Petra Diamonds Limited 2021 Perfo r mance Share Plan |
|
Enlarged Issued Share C a pit a l
|
the issued share c
a
pit
a
l of
the Company immedi
a
tely following
the
completion
of
the
Rights
Issue
and
the
issue
of
the
Rights
Issue Shares and the Ba
c
kstop |
|
ESCC C a t e go r y |
the equity shares (commerci a l companies) c a tego r y |
|
Excluded Te r ritories |
Austr
a
lia,
|
|
Existing Shares
|
the
|
|
|
the
|
|
Finsch
or
|
the Fins
c
h diamond mine in the No
r
the
r
n C
a
pe Province, South
|
|
Fo r m of Direction
|
the fo r m of direction for completion by DI Holde r s in rel a tion to voting on the Resolutions by the Deposito r y |
|
FSMA
|
the
|
|
FY |
the Company’s financi a l year 1 July to 30 June |
|
G7
|
Group
of
Seven,
whi
c
h
in
c
ludes
|
|
Group |
the Company and its directly and indirectly owned subsidiaries |
|
Implement a tion Deed
|
the agreement to be entered into by, inter alios, the Company, certain members of the Group, Absa, the Notes Trustee and the Security SPV governing the implementation of the Refinancing |
|
Implement a tion Documents
|
the other documents to be entered into in connection with the amendments to the Notes and the Senior Secured Bank Debt as set out in the Implement a tion Deed (with su c h documents in c ludin g (amon g othe r s ) th e amendmen t an d rest a temen t a g reement in respect of the facility a g reement for the Senior Secure d Ban k Debt , th e amendmen t an d rest a tement a g reement in respect of the Intercreditor A g reement, the Deed of Release and the documents in connection with the Wa r rants |
|
Implement a tion Steps |
the steps required to complete the Refinancing |
|
Incentivis a tion Plan
|
the incentivis a tion plan for the benefit of the man a gement, the Chai r ma n an d othe r senio r man a g e r s o f th e Compa ny implemente d by th e Compa ny i n connectio n wit h th e Refinancing |
|
Incentivis a tion Wa r rants
|
the wa r rants to be g ranted for the benefit of the Chairman and f o r th e bene f i t o f man a g emen t an d senio r man a g e r s i n connection with the Incentivis a tion Plan |
|
Initi a l Rel a ted Pa r ty Transactions
|
has the meaning given to it in the paragraph Related Party Transaction of the appendix to this announcement |
|
Intercreditor Agreement
|
the intercreditor
a
g
reement d
a
ted |
|
Issue Price |
|
|
Investor Code |
a Shareholder’s 11-digit investor code |
|
Kimberley Process
|
a join t g ov e r nment , indust r y an d c i vi l societ y ce r ti f ic a tio n initi a t ive t o ste m th e flo w o f conflic t diamond s wherei n pa r ticipants can leg a lly trade only with other Kimbe r ley Process pa r ticipants who have a lso met the minimum requirements of th e s c hem e, an d whi c h require s inte r n a tion a l shipment s o f roug h diamond s t o b e accompanie d by a ce r ti f ic a t e guaranteeing they are conflict-free |
|
Ko f fiefontein |
the Ko f fiefontein diamond mine |
|
Kyma C a pit a l |
Kyma C a pit a l Limited |
|
L a test Practic ab le D a te |
16
|
|
li a bility
|
any debt, li
a
bility or oblig
a
tion wh
a
tsoever, whether it is present,
future,
prospective
or
contingent,
whether
or
not
its
amount
is
fixed or undete
r
mined, whether or not it involves the payment of
money or the perfo
r
mance of
an act or oblig
a
tion, and whether
it arises
a
t common law, in equity or by st
a
tute, in |
|
LGD |
l a bor a to r y- g rown gem diamond |
|
Lock-Up Agreement
|
the lock-up agreement dated |
|
Lock-Up Majority Noteholders |
Noteholde r s representin g ov e r 50 % o f the outstanding aggregate principal amount of the Notes subject to the Lock-Up Agreement |
|
|
London Sto c k Ex c hange plc |
|
Main Market New DIs |
the London Sto c k Ex c hange’s main ma r ket for listed securities the DIs to be issued by the Deposito r y in respect of the Rights Issue Shares received by the Deposito r y for and on beh a lf of Qu a lifying DI Holde r s pu r suant to the Rights Issue |
|
New Shares |
the
Rights
Issue
Shares,
the
Ba
c
kstop
Fee
Shares,
any
PICE
Shares and any new |
|
Nil Paid Rights |
the rights to acquire Rights Issue Shares, nil paid |
|
Noteholders |
the holders, beneficial owners or owner of the ultimate economic interest of the Notes |
|
Notes
|
the approximately
|
|
Notes Issuer |
Petra Diamonds US$Treasu r y Plc, a wholly owned subsidia r y of the Company |
|
Notes Refinancing |
an extension to the m a turity d a te of the Notes from Mar c h 2026 to Mar c h 2030 a longside concu r rent amendments to the Notes |
|
Notes Trustee |
Deuts c h e Ban k T r us t Compa ny America s i n it s c a pacit y a s t r ustee under the Notes Indenture |
|
Notes Waiver |
a
w
a
iv
e
r
a
g
ree
d
bet
w
ee
n
th
e
Compa
ny
an
d
th
e
Noteholde
r
s
pa
r
ty t
o
th
e
Lo
c
k-U
p
A
g
reemen
t
o
n
|
|
Notice of Speci a l Gener a l Meeting |
the notice of Speci a l Gener a l Meeting to be set out in the Prospectus |
|
O
f
fici
a
l List of
the |
the O
f
fici
a
l List of
the |
|
|
the ordina r y shares of 0.05 pence ea c h in the c a pit a l of the Company |
|
Overseas Shareholders |
Shareholde
r
s
with
registered
addresses
outside
of
the
United
Kingdom
or
who
are
citizens
or
residents
of
countries
outside
the |
|
PICE |
payment-in-cash-or-equity |
|
PICE Mechanism
|
as pa r t of the Notes Refinancing, payment of the interest on the Amended Notes in cash or the issuance of the PICE Shares o r a combin a tio n o f cas h an d PIC E Share s, a t th e Note s Issuer’s discretion |
|
PICE Shares
|
addition
a
l
new
|
|
Profit from Mining Activities
|
the revenue less Adjusted Mining and Processing Costs plus other direct income |
|
Prospectus |
the document that is expected to be published by the Company on the date of this announcement comprising (i) a circular prepared in accordance with the UKLRs; and (ii) a simplified prospectus relating to the Rights Issue and Backstop |
|
Prospectus R e gul a tion Rules
|
the
Prospectus
Regul
a
tion
Rules
published
by
the
|
|
Provision a l Allotment Letter
|
the renounce a ble provision a l a llotment letter expected to be sent to Qu a lifying Non-CREST Shareholde r s in respect of the Nil Paid Rights to be provision a lly a llotted to them pu r suant to the Rights Issue |
|
Qu a lifying DI Holders
|
DI Holde r s of Existing DIs on the DI Register a t the Record D a te |
|
Qualifying Non-CREST Shareholders |
holders of Ordinary Shares in certificated form on the |
|
Qu a lifying Shareholders |
Qualifying Non-CREST Shareholders and Qualifying DI Holders at the Record Date |
|
Record D a te |
|
|
Refinancing |
t o gether, the Notes Refinancing and the Debt Refinancing |
|
Refinancing Resolutions |
resolution s 1 t o 8 t o b e propose d a t th e Speci a l Gene r a l Meeting as detailed in the appendix of this announcement |
|
R e gistrar |
MUFG Co r por a te Ma r kets (Je r sey) Limited |
|
Rel a ted Pa r ties |
t o gether, JOSIVAR Sa r l, José Manuel Vargas in his pe r son a l c a pacity and Te r ris |
|
Rel a ted Pa r ty Transactions |
has the meaning given to it in the par a g r a ph Related Party Transaction of the appendix to this announcement |
|
Resolutions |
the resolutions to be proposed a t the Speci a l Gener a l Meeting as detailed in the appendix of this announcement |
|
Restricted DI Holder |
DI Holde r s with registered addresses in any Ex c luded Te r rito r y or who are loc a ted or resident in any Ex c luded Te r rito r y |
|
Restricted Shareholder |
Qu a lifyin g Shareholde r s wit h registere d addresse s i n a ny E x c lude d T e r rito r y o r wh o ar e loc a te d o r residen t i n a ny Ex c luded Te r rito r y |
|
Rights Issue |
a rights issue of
a
pproxim
a
tely £18.8 million (equivalent to approximately |
|
Rights Issue Shares |
the |
|
SARB |
the South African Rese r ve Bank |
|
SARB Approv a l |
receip
t
o
f
ex
c
han
ge
contro
l
a
ppr
o
v
a
l
fro
m
th
e
|
|
Securities |
Nil Paid Rights, DI Nil Paid Rights, Rights Issue Shares and/or New DIs |
|
Senior Secured Bank Debt
|
the Group’s senior secured bank debt facilities |
|
Senior Secured Bank Debt Lender |
|
|
Senior Secured Bank Debt Waiver Letter |
a
waiver
letter
a
g
reed
between
the
Company
and
the
Senior
Secure
d
Ban
k
Deb
t
Lende
r
o
n
an
d
o
n
8
A
ugus
t
202
5
an
d
amended on |
|
Shareholders |
holde
r
s of
|
|
|
the Republic of
|
|
Speci a l De a ling Se r vice |
th e de a lin g se r vic e bein g mad e a vail a bl e by th e R ece i vin g A g en t t o Qu a lifyin g Non-CRES T Shareholde r s wh o ar e individu a ls with a registered address in the United Kingdom or any other jurisdiction within the EEA who wish to sell a ll of their Nil Paid Rights or to e f fect a Cashless T a ke-up |
|
Speci a l De a ling Se r vice Te r ms and Conditions |
the te r ms and conditions of the Speci a l De a ling Se r vice |
|
Speci a l Gener a l Meeting |
th
e
Speci
a
l
Gene
r
a
l
Meetin
g
o
f
th
e
Compa
ny
t
o
b
e
hel
d
pu
r
suan
t
t
o
th
e
Notic
e
o
f
Speci
a
l
Gene
r
a
l
Meetin
g
i
n
connection with the Transactions
a
t the o
f
fices of
He
r
be
r
t Smith
F
reehill
s
K
r
ame
r
LL
P,
E
x
c
han
ge
Hous
e,
Primros
e
Street
,
|
|
Sponsor or Peel Hunt |
|
|
|
the |
|
TERP |
the theoretic a l ex-rights price |
|
Te r ris |
the theoretic a l ex-rights price |
|
Transactions |
the Rights Issue, the Refinancing and associ a ted propos a ls |
|
|
the listing
r
ules made by the |
|
|
the product gove
r
nance requirements of
Ch
a
pter 3 of
the |
|
|
th
e
U
K
v
e
r
sio
n
o
f
th
e
Prospectu
s R
egul
a
tio
n
(Regul
a
tion (EU) 2017/1129), as amended, whi
c
h is pa
r
t of
|
|
unce r tific a ted or unce r tific a ted fo r m |
a share or other security title to whi c h is recorded in the relevant register of the share or other security conce r ned as being held in unce r tific a ted fo r m in CREST (through Deposita r y Interests) and title to whi c h may be transfe r red by using CREST |
|
|
the |
|
|
the United St a tes of America, its te r ritories and possessions, any st a te of the United St a tes of America, and the District of Columbia |
|
US$ or $ or US dollars |
US dolla
r
s, the lawful cu
r
rency of
the |
|
US Securities Act |
the |
|
VWAP |
volume weighted average price |
|
Wa r rants |
together, the Work Fee Warrants and the Incentivisation Warrants |
|
Williamson or
|
Williamso
n
diamon
d
min
e
i
n
M
w
adui
,
Shi
ny
an
ga
Pr
o
vinc
e,
|
|
Work Fee Wa r rants |
the
wa
r
rants
in
respect
of
|
|
Working Group |
the wo r king g roup of holde r s of the Notes |
|
£ or pounds or pounds sterling or sterling or GBP |
pounds ste
r
ling, the lawful cu
r
rency of
the |
Glossary of Technical Terms
|
% |
Per cent |
|
b lock caving |
a n under g roun d har d ro c k minin g metho d th a t i nv ol v e s unde r mining an ore body, a llowing it to pr o g ressively coll a pse under its own weight. In blo c k caving, a large section of ro c k is undercut , cre a tin g a n a r ti f ici a l c av e r n th a t f ill s wit h it s ow n r ubble as it coll a pses |
|
Carat or ct |
a measure of weight used for diamonds, equivalent to 0.2 grams |
|
Mcts |
Million carats |
|
Mtpa |
million tonnes per annum |
|
shaft |
an under g round ve r tic a l or in c lined excav a tion, gener a lly used for access, ventil a tion and ore transpo r t |
|
tailings
|
material left over after processing ore |
4251722_0.png |