Pallinghurst lowers acceptance condition for Gemfields takeover

JOHANNESBURG (miningweekly.com) – Pallinghurst Resources on Wednesday lowered the minimum acceptances required for its proposed takeover of Gemfields from 75% to 60%.

The company had received valid acceptances from shareholders holding about 14.16% of Gemfields shares, which, with its own Gemfields shareholding of 47.09%, pushed the total to 61.25%, making the offer unconditional.

This follows after an independent Gemfields committee on Tuesday backed a rival £256-million offer from Fosun Gold, despite saying that offer was unreasonable.

Pallinghurst had offered $150-million to acquire the shares in Gemfields it does not already own.

The offer remains open for acceptances until 13:00 (London time) on July 4.

It also remains conditional on approval by Pallinghurst shareholders, who will vote on the deal at a general meeting to be held on June 26.

In response, Gemfields said that, despite the irrevocable undertakings Pallinghurst has received from certain shareholders to vote in favour of the ordinary resolution to approve the offer, its independent committee believed there was the possibility that Pallinghurst would not receive the necessary 50% majority to pass the ordinary resolution.

“In the event of the offer closing, based on the number of shares held by Pallinghurst and the acceptances that they have received to date, Pallinghurst would not independently be able to delist Gemfields from Aim,” it added, noting that this would be at odds with Pallinghurst’s rationale for the transaction.

It reiterated that the offer undervalued Gemfields, and that, if completed, would materially dilute Gemfields’ shareholders with inferior assets.

It urged its shareholders to not take action at this time and to await further updates.

Independent committee chairperson Graham Mascall said the company was disappointed at the actions taken by Pallinghurst as they sought to prevent shareholders from having the opportunity to accept the certain cash offer from Fosun Gold at a material premium to the derisory Pallinghurst offer.