REG-Petra Diamonds: Details of Scheme Meeting

Petra DiamondsAnnouncement

10/12/2020 18:25

FOR IMMEDIATE RELEASE

 10 December 202 0   LSE: PDL 

Petra Diamonds Limited

("Petra", "PDL" or the "Company" or, in conjunction with its subsidiaries, the
“Group”)

Proposed Scheme of Arrangement of Petra Diamonds US$ Treasury Plc

Details of Scheme Meeting

Further to the announcement issued by the Company on 17 November 2020, the
Practice Statement Letter distributed on the same date to holders of the
Group's US$650,000,000 7.25 per cent. senior secured second lien notes due
1 May 2022 (which is available on the Scheme Website at
www.lucid-is.com/petradiamonds) and to the announcement issued by the Company
on 2 December 2020 giving notice of the Scheme Convening Hearing, the Court
has granted Petra Diamonds US$ Treasury plc (the "Scheme Company") permission
to convene a meeting of the Scheme Creditors (the "Scheme Meeting") for the
purposes of considering, and if thought fit, approving a scheme of arrangement
proposed to be made between the Company and the Scheme Creditors in connection
with the Restructuring.

Accordingly, notice is hereby given that the Scheme Meeting will take place
virtually via Zoom on 8 January 2021, at 11:00 am (London time), or such
other time as the Scheme Company may decide and notify to Scheme Creditors.

All Scheme Creditors are requested to attend the Scheme Meeting via Zoom
either in person, by a duly authorised representative if a corporation, or by
proxy.

The Scheme, the Explanatory Statement and the Account Holder Letters are
available to download from the Scheme Website at
www.lucid-is.com/petradiamonds/.

Capitalised terms used but not defined in this announcement have the meaning
given to them in the Practice Statement Letter.

~ Ends ~

For further information, please contact:

Petra Diamonds,
London                                        
Telephone: +44 20 7494 8203

Cathy
Malins                                                  
            investorrelations@petradiamonds.com

Des Kilalea     

Marianna Bowes 
                                                      

Rothschild & Co

Giles
Douglas                                                
            giles.douglas@rothschildandco.com

Glen
Cronin                                                    
            glen.cronin@rothschildandco.com

Mahir
Quraishi                                               
            mahir.quraishi@rothschildandco.com

Lucid Issuer Services
Limited                                
Telephone: +44 20 7704 0880

Oliver
Slyfield                                                 
            petradiamonds@lucid-is.com

David Shilson

About Petra Diamonds Limited

Petra Diamonds is a leading independent diamond mining group and a consistent
supplier of gem quality rough diamonds to the international market. The
Company has a diversified portfolio incorporating interests in three
underground producing mines in South Africa (Finsch, Cullinan and
Koffiefontein) and one open pit mine in Tanzania (Williamson).

Petra's strategy is to focus on value rather than volume production by
optimising recoveries from its high-quality asset base in order to maximise
their efficiency and profitability. The Group has a significant resource base
of ca. 243 million carats, which supports the potential for long-life
operations.

Petra conducts all operations according to the highest ethical standards and
will only operate 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 is quoted with a premium listing on the Main Market of the London Stock
Exchange under the ticker 'PDL' and is a constituent of the FTSE4Good Index.
The Company’s US$650 million loan notes due in 2022, currently subject to
restructuring, are listed on the Global Exchange market of the Irish Stock
Exchange. For more information, visit www.petradiamonds.com.

Important Notice

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. 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.

N.M. Rothschild & Sons Limited ("Rothschild & Co"), which is authorised and
regulated in the United Kingdom by the Financial Conduct Authority, is acting
exclusively for Petra and no one else in connection with the contents of this
announcement and will not be responsible to anyone other than Petra for
providing the protections offered to clients of Rothschild & Co nor for
providing advice in relation to the subject matter of this announcement or any
other matters referred to in this announcement.

Notice of Scheme Meeting

No. CR-2020-004439

IN THE HIGH COURT OF
JUSTICE                              

CHANCERY DIVISION

COMPANIES COURT

IN THE MATTER OF PETRA DIAMONDS US$ TREASURY PLC

and

IN THE MATTER OF THE COMPANIES ACT 2006

US$650,000,000 7.25 per cent. senior secured second lien notes due 1 May 2022
(the "Notes") issued by the Company.

NOTICE IS HEREBY GIVEN that, by an order dated        9
December                  2020 made in the above matter, the
High Court of England and Wales (the "Court") has directed that a meeting (the
"Scheme Meeting") be convened of the Scheme Creditors (as such term is defined
in the scheme of arrangement referred to below) of Petra Diamonds US$ Treasury
plc (the "Company") for the purposes of considering and, if thought fit,
approving (with or without modification, addition or condition approved or
imposed by the Court and/or agreed by the Company) a scheme of arrangement
proposed to be made between the Company and the Scheme Creditors (the
"Scheme"). The Scheme forms an integral part of a wider restructuring of the
Company's and its subsidiaries' financing arrangements (the "Restructuring").

The Scheme Meeting will be held at 11.00 a.m. (London time) on 8 January 2021
(or such other time or date as the Company may decide and notify to Scheme
Creditors). The Scheme Meeting will not take place in a physical setting due
to COVID-19 restrictions; the Scheme Meeting will be held virtually via Zoom.

All Scheme Creditors are requested to attend the Scheme Meeting via Zoom,
either personally, by a duly authorised representative if a corporation, or by
proxy.

The Record Time for the Scheme is 5.00 p.m. (New York time) on 6 January
2021.

A copy of the Scheme and a copy of the statement required to be furnished
pursuant to section 897 of the Companies Act (the "Explanatory Statement")
are incorporated in the document of which this notice forms part.

Holders of the Notes ("Noteholders") who are Scheme Creditors may vote at the
virtual Scheme Meeting in person or by a duly authorised representative, if a
corporation, or they may appoint another person, whether a Scheme Creditor or
not, as their proxy to attend and vote in their place. Noteholders may appoint
proxies to vote at the Scheme Meeting by filling out section 2 (Voting and
Elections) of part 2 of the relevant Account Holder Letter (as defined in the
Scheme). If a Noteholder is a corporation, it must appoint an authorised
representative or proxy to vote on its behalf at the Scheme Meeting by filling
out section 2 (Voting and Elections) of part 2 (Voting and Elections) of the
relevant Account Holder Letter in order to be entitled to vote at the Scheme
Meeting. Noteholders may appoint the Chairman of the Scheme Meeting as a proxy
to vote on their behalf.

To avoid double counting, the Trustee for the Notes has confirmed in writing
that it will not exercise any voting rights to which it may be entitled as a
Scheme Creditor. This has been done to ensure an orderly voting procedure and
is considered by legal advisers to the Company to represent market practice in
this type of situation.

On following the meeting virtual link, Scheme Creditors will be kept in a
virtual "waiting room" initially. You or the proxy attending the Scheme
Meeting on your behalf will be required to verify your entitlement to attend
the Scheme Meeting as a Scheme Creditor before you will be granted access to
the Scheme Meeting.

Each Scheme Creditor or proxy will be required to register its attendance at
the Scheme Meeting prior to the commencement of the Scheme Meeting.
Registration will commence at 9.00 am(London time) on the date of the Scheme
Meeting and each Scheme Creditor and each proxy must be registered no later
than 30 minutes prior to the commencement of the Scheme Meeting.

In order to vote on the Scheme and attend the virtual Scheme Meeting (in
person, by a duly authorised representative of a corporation, or by proxy),
Scheme Creditors who are Noteholders must ensure that an Account Holder Letter
is completed, delivered to and received by the Information Agent in accordance
with the instructions set out in the relevant Account Holder Letter before
5.00 p.m. (London time) on 5 January 2021.

The Scheme, the Explanatory Statement and the Account Holder Letters will be
available to download from the Scheme Website on
www.lucid-is.com/petradiamonds/ (the "Scheme Website") on 10 December 2020 and
thereafter.

By the order referred to above, the Court has appointed Richard Duffy or,
failing him, Jacques Breytenbach to act as chairman of the Scheme Meeting and
has directed the chairman to report the result of the Scheme Meeting to the
Court.

The Scheme will be subject to the subsequent approval of the Court and will be
conditional on all other elements of the Restructuring being effected.

As at the date of this notice, holders of the Notes representing approximately
94.92 per cent. in value of the Notes have entered into a Lock-Up Agreement in
support of the terms of the Scheme. 

For further information of a general nature regarding the scheme please
contact Rothschild & Co, the Company's financial advisers, and for further
information on the voting procedure please contact Lucid Issuer Services
Limited, the information agent, using the following contact details:

Rothschild & Co as the Company's Financial Adviser

Telephone: +44 20 7280 5506

Email: glen.cronin@rothschildandco.com

 mahir.quraishi@rothschildandco.com

Attention: Glen Cronin & Mahir Quraishi

Lucid Issuer Services Limited as the Information Agent

Telephone: +44 20 7704 0880

Email: petradiamonds@lucid-is.com

Facsimile: +44 20 3004 2590

Scheme Website: www.lucid-is.com/petradiamonds/

Attention: Oliver Slyfield / David Shilson

Ashurst LLP as the Company's Solicitors

Telephone: +44 20 7638 1111

Email: giles.boothman@ashurst.com

Attention: Giles Boothman

Dated   10 December    2020

Petra Diamonds US$ Treasury plc

This notice is neither an offer to purchase nor a solicitation of an offer to
sell securities. The Scheme is not being made to any person in any
jurisdiction in which the making of the Scheme would not be in compliance with
the securities or other laws of such jurisdiction. The securities referred to
herein have not been and will not be registered under the US Securities Act of
1933, as amended (the "US Securities Act") and any issuance of new securities
pursuant to the Scheme will be made pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the US Securities
Act.

Statements contained herein may constitute "forward-looking statements".
Forward-looking statements are generally identifiable by the use of the words
"may", "will", "should", "aim", "plan", "expect", "anticipate", "estimate",
"believe", "intend", "project", "goal" or "target" or the negative of these
words or other variations on these words or comparable terminology.

Forward-looking statements involve a number of known and unknown risks,
uncertainties and other factors that could cause the Company's or its
industry's actual results, levels of activity, performance or achievements to
be materially different from any future results, levels of activity,
performance or achievements expressed or implied by such forward-looking
statements. The Company does not undertake publicly to update or revise any
forward-looking statement that may be made herein, whether as a result of new
information, future events or otherwise.

No party accepts any responsibility or liability whatsoever for any loss or
damage occasioned to any person arising out of the process described in this
notice.



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