Pallinghurst Resources Limited
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THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION The definitions and interpretations commencing on page 9 of this Circular apply throughout this Circular, including this cover (unless the context indicates otherwise). Action required This entire Circular is important and should be read with particular attention to the section entitled “Action required by Shareholders”, which commences on page 6. If you are in any doubt as to the action you should take arising from this Circular, you should immediately seek your own financial advice from your Broker, CSDP, banker, attorney, accountant or other professional adviser immediately. If you have sold or otherwise transferred all of your Ordinary Shares in the Company, please send this Circular together with its accompanying enclosures at once to the purchaser or transferee, or to the Broker, CSDP, banker, accountant, attorney or other agent through whom the sale or transfer was effected, for the transmission to the purchaser or transferee. The Company is a closed-ended investment scheme authorised by the Guernsey Financial Services Commission (the “GFSC”) under Section 8 of the POI Law, as amended, and The Authorised Closed-ended Investment Scheme Rules 2008 made thereunder. The GFSC and the States of Guernsey have not reviewed this Circular and take no responsibility for the correctness of any statements made or opinions expressed with regard to the Company. The Directors of the Company, whose names appear on page 3 of this Circular, accept responsibility for the information in this Circular. To the best of the knowledge and belief of the Directors (who have taken all reasonable care to ensure that this fact is the case), the information contained in this Circular is in accordance with the facts and does not omit anything likely to affect the meaning or effect of such information. The proposals described in this Circular are conditional on shareholder approval. Notice of the general meeting of the Company (the “General Meeting”) to be held at The Old Government House, St Ann’s Place, St Peter Port, Guernsey, GY1 2NU at 11 a.m. (BST) (12 p.m. (SAST)) on Monday 26 June 2017 is set out in the Notice of General Meeting attached to this Circular. If it is necessary to adjourn that meeting because there is not a quorum, further notice of an adjourned meeting is included in the Notice of General Meeting. Pallinghurst Resources Limited (an authorised closed-ended investment company incorporated under The Companies (Guernsey) Law 2008 and registered in Guernsey, with registered number 47656) (Registered as an external company in South Africa under registration number 2009/012636/10 on 26 June 2009) Share code on the BSX: PALLRES ISIN: GGOOB27Y8Z93 Share code on the JSE: PGL CIRCULAR TO PALLINGHURST SHAREHOLDERS INCORPORATING REVISED LISTING PARTICULARS relating to: · the proposed acquisition by Pallinghurst of the total issued and to be issued share capital of Gemfields not already held by Pallinghurst; · the allotment and issue of ordinary shares in Pallinghurst to Gemfields shareholders pursuant to the proposed acquisition; · the proposed extension of the life of the Company; · the general authority to repurchase up to 152,090,526 Ordinary Shares; · the approval of the Pallinghurst Share Plan; and · the proposed amendments to the Articles; and incorporating: · revised listing particulars in relation to Pallinghurst for the purposes of the JSE Listing Requirements; and enclosing: · a notice convening the General Meeting; and · a Form of Proxy in respect of the General Meeting (for use by all Bermuda Shareholders, SA certificated Shareholders and SA Dematerialised Shareholders with “own-name” registration only). Financial Advisor and Transaction Sponsor Investment Advisor (London) Legal Advisors in South Africa Legal Advisors in Guernsey Legal Advisors in the United Kingdom Independent Reporting Accountants Communications Advisor All Shareholders of the Company are requested to complete and return their enclosed Form of Proxy for use at the General Meeting in accordance with the instructions printed on it so the form is received by Thursday, 22 June 2017 or not later than 48 hours before the time of an adjourned meeting. Date of issue: 2 June 2017 This Circular is only available in English. Copies of this Circular may be obtained during normal business hours from the South African registered office of the Company as set out in the “Corporate Information” section of the Circular from the date of issue hereof until the date of the General Meeting. IMPORTANT LEGAL NOTES This Circular has been prepared for the purposes of complying with the JSE Listings Requirements, the POI Law and The Authorised Closed-ended Investment Scheme Rules 2008, and the information disclosed may not be the same as that which would have been disclosed if this Circular had been prepared in accordance with the laws and regulations of any jurisdiction outside of South Africa and Guernsey. The release, publication or distribution of this Circular in jurisdictions other than South Africa and Guernsey may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than South Africa and Guernsey should inform themselves about, and observe, any applicable requirements. Any failure to comply with the applicable requirements may constitute a violation of the securities laws of any such jurisdiction. This Circular is not intended to, and does not constitute, or form part of, an offer to sell or an invitation to purchase or subscribe for any securities or a solicitation of any vote or approval in any such jurisdiction. This Circular does not constitute a prospectus or a prospectus equivalent document. Shareholders are advised to read this Circular, which contains the full terms and conditions of the Offer, with care. Any decision to approve the Offer should be made only on the basis of the information in this Circular. As the Company is a company incorporated in Guernsey, the rights of Shareholders will be governed by Guernsey law and the Articles. The rights of Shareholders under Guernsey law may differ from the rights of shareholders of companies incorporated in other jurisdictions. Not all rights available to shareholders under South African or English law will be available to the Shareholders. Guernsey law limits the circumstances under which shareholders of companies may bring derivative actions. REGULATORY NOTIFICATIONS The GFSC has been notified of the proposed Special Resolution pursuant to the requirements under Part 5 of The Authorised Closed-ended Investment Schemes Rules 2008. REVISED LISTING PARTICULARS The information required for the Revised Listing Particulars of the Enlarged Group is included in this Circular. Due to the unsolicited nature of the Offer (and the inability by Pallinghurst to be privy to non- public information leading up to the Offer Announcement) information and disclosures included in this Circular relating to Gemfields and its business have been derived solely from publicly available sources. Accordingly, Pallinghurst has been unable to address all the required disclosures required by the JSE Listings Requirements to the extent that it relates to Gemfields. The JSE has acceded to Pallinghurst not publishing a Competent Persons Report on the mineral assets of Gemfields and the other mineral assets of the Company with this Circular, provided that the Company publishes a Competent Persons Report on the Enlarged Group within four months of the implementation of the Offer. As a result of the nature of the Offer, described above, Pallinghurst has not had access to information of Gemfields in relation to its working capital position, ongoing or threatened litigation, material contracts, material property (both acquired and disposed of in the last three years), material commitments, principal immovable property owned or leased and information on directors not publicly available. This Circular is not an invitation to the public to subscribe for shares in Pallinghurst, but is issued in compliance with the JSE Listings Requirements for the purpose of giving information to the public regarding Pallinghurst and to convene a general meeting of Pallinghurst shareholders to consider and, if deemed fit, approve the necessary resolutions required to implement the Offer. DISCLAIMER Information included in this Circular relating to Gemfields and its business has been derived solely from publicly available sources. All information included in this Circular by Pallinghurst regarding Gemfields is based on publicly available information. Although Pallinghurst is not aware of anything that would indicate that statements relating to Gemfields contained in this Circular are inaccurate or incomplete, Pallinghurst is 1 not in a position to verify information concerning Gemfields. Pallinghurst and its directors and officers are not, to the best of their knowledge and belief, aware of any errors in such information. Accordingly, Pallinghurst and its directors and officers disclaim all liability for information concerning Gemfields included in this Circular. Pallinghurst and its directors do, however, take responsibility for the accurate extraction of the publicly available information on Gemfields and its inclusion in this Circular. The pro forma financial information presented is not necessarily indicative of the operating results or financial condition that would have been achieved had the Offer been completed during the periods or at the times presented, nor