Prospectus (The “Prospectus”) Relating to the Rights Issue Shares Prepared in Accordance with the Prospectus Rules
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THIS DOCUMENT AND THE ACCOMPANYING DOCUMENTS ARE IMPORTANT AND REQUIRE YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the action you should take, you are recommended to seek your own financial advice immediately from your stockbroker, bank manager, solicitor, accountant, fund manager or other appropriate independent financial adviser, who is authorised under the Financial Services and Markets Act 2000 (‘FSMA’, as amended) if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser. This document comprises: (i) a circular prepared for the purposes of the Special General Meeting convened pursuant to the Notice of Special General Meeting set out at the end of this document; and (ii) a prospectus (the “Prospectus”) relating to the Rights Issue Shares prepared in accordance with the Prospectus Rules. The Prospectus has been approved by the Financial Conduct Authority in accordance with Part VI of the FSMA and has been filed with the FCA and made available to the public in accordance with Rule 3.2 of the Prospectus Rules. If you sell or transfer or have sold or otherwise transferred all of your Existing Shares held in certificated form (other than ex-rights) before 8.00 a.m. on 14 June 2018 (the “Ex-Rights Date”), please send this Prospectus, together with the accompanying Form of Proxy (but not the Form of Direction) and any Provisional Allotment Letter, duly renounced, if and when received, at once to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for delivery to the purchaser or transferee, except that such documents should not be sent to any jurisdiction where to do so might constitute a violation of local securities laws or regulations, including but not limited to the Excluded Territories. If you sell or have sold or transferred all or some of your Existing Shares (other than ex-rights) held in uncertificated form (as depository interests (“DIs”) before the Ex-Rights Date, a claim transaction will automatically be generated by Euroclear UK which, on settlement, will transfer the appropriate number of Nil Paid Rights to the purchaser or transferee. If you hold your Existing Shares in certificated form and you sell or have sold or otherwise transferred part of your Existing Shares (other than ex-rights) before the Ex-Rights Date, you should refer to the instructions regarding split applications set out in Part 10: “Terms and Conditions of the Rights Issue” and in the Provisional Allotment Letter if and when received. Petra Diamonds Limited (the “Company”) and each of the directors, whose names appear on page 54 of this Prospectus (the “Directors”), accept responsibility for the information contained in this Prospectus. To the best of the knowledge of the Company and the Directors (each of whom has taken all reasonable care to ensure that such is the case), the information contained in this Prospectus is in accordance with the facts and does not omit anything likely to affect the import of such information. Shareholders, DI Holders and any other persons contemplating a purchase of Nil Paid Rights, DI Nil Paid Rights, Rights Issue Shares and/or New DIs (together, the “Securities”) should read this Prospectus in its entirety and any document incorporated herein by reference. In particular, your attention is drawn to Part 2: “Risk Factors” for a discussion of certain risks that should be considered when deciding what action to take in relation to the Rights Issue and deciding whether or not to purchase Securities (as applicable). Prospective investors should be aware that an investment in the Company involves a degree of risk and that, if certain of the risks described in this Prospectus occur, investors may find their investment materially adversely affected. Accordingly, an investment in the Securities is only suitable for investors who are particularly knowledgeable in investment matters and who are able to bear the loss of the whole or part of their investment. Petra Diamonds Limited (incorporated and registered in Bermuda under the Companies Act 1981 (Bermuda) with Registered No. 23123) Proposed 5 for 8 Rights Issue of 332,821,725 Rights Issue Shares at an issue price of 40 pence per Rights Issue Share Notice of Special General Meeting Sponsor, Global Co-ordinator, Joint Bookrunner and Underwriter RBC Capital Markets Joint International Bookrunner and Underwriter Joint Bookrunner and Underwriter Barclays Bank PLC BMO Capital Markets Limited Supported by the South African Lender Group Absa Bank Limited FirstRand Bank Limited Nedbank Limited Subject to certain exemptions, this Prospectus does not constitute an offer of the Securities to any person with a registered address who is located in the United States. The Securities have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”) or under any securities laws of any state or other jurisdiction of the United States and may not be offered, sold, taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly, within the United States except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. There will be no public offer in the United States. Notwithstanding the foregoing, the Company reserves the right to offer and deliver the Securities to a limited number of persons in the United States reasonably believed to be Qualified Institutional Buyers within the meaning of Rule 144A under the U.S. Securities Act (“Rule 144A”), in transactions exempt from, or not otherwise subject to, the registration requirements, of the U.S. Securities Act. Any person in the United States who obtains a copy of this Prospectus and who is not a qualified institutional buyer within the meaning of Rule 144A (each a “QIB”) is required to disregard it. The Securities being offered outside the United States are being offered in reliance on Regulation S under the U.S. Securities Act (“Regulation S”). Until 40 days after the commencement of the Rights Issue, an offer, sale or transfer of the Securities within the United States by a dealer (whether or not participating in the Rights Issue) may violate the registration requirements of the U.S. Securities Act. The Securities have not been approved or disapproved by the SEC, any state securities commission in the United States or any other U.S. regulatory authority, nor have any of the foregoing authorities passed upon, or endorsed the merits of, the offering of the Securities or the accuracy or adequacy of this Prospectus. Any representation to the contrary is a criminal offence in the United States. This Prospectus is being communicated in or from Switzerland to a small number of selected Shareholders only. Each copy of this Prospectus and/or the Provisional Allotment Letters is addressed to a specifically named recipient and may not be copied, reproduced, distributed or passed on to others without the Company’s prior written consent. The Securities may not be publicly offered, distributed or re-distributed on a professional basis in or from Switzerland and neither this Prospectus, the Provisional Allotment Letters nor any solicitation for investments in the Securities may be communicated or distributed in Switzerland in any way that could constitute a public offering within the meaning of Article 652a of the Swiss Code of Obligations. This Prospectus does not constitute a prospectus within the meaning of Article 652a of the Swiss Code of Obligations or a listing prospecting according to Article 27 et seq. of the Listing Rules of the SIX Swiss Exchange and may not comply with the information standards required thereunder. No application has been or will be made for a listing of the Securities on any Swiss stock exchange and this Prospectus may not comply with the relevant information required under the relevant listing rules. The Rights Issue is not an “offer to the public” as defined in Section 95(1)(d) of the South African Companies Act, and this Prospectus does not, nor is it intended to, constitute a prospectus prepared and registered under the South African Companies Act. The Rights Issue constitutes a rights offer as contemplated in Section 95(1)(d) of the South African Companies Act, the UK Listing Authority (as defined below) has granted a listing for the securities that are the subject of the Rights Issue and the Rights Issue complies with any relevant requirements of the UK Listing Authority at the time the Rights Issue is made. This Prospectus relates to a 5 for 8 Rights Issue by the Company of up to 332,821,725 Rights Issue Shares at 40 pence per Rights Issue Share. The Ordinary Shares in issue as at the date of this Prospectus (the “Existing Shares”) are admitted to listing on the premium segment of the Official List (the “Official List”) of the Financial Conduct Authority (the “FCA”) in its capacity as a competent authority under the FSMA (the “UK Listing Authority” or “UKLA”) and to trading on the London Stock Exchange’s main market for listed securities. A Notice of Special General Meeting of the Company, to be held at the offices of Buchanan, 107 Cheapside, London, EC2V 6DN, is set out in Part 23 of this Prospectus. Whether or not you intend to be present at the Special General Meeting, you are asked to complete and return the enclosed Form of Proxy (in the case of Shareholders who hold Ordinary Shares) in accordance with the instructions printed on it as soon as possible and, in any event, so as to be received by the Registrar, Link Asset Services, by not later than 10.00 a.m.