REG-Petra Diamonds Limited: Results of Rights Issue
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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.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
FOR IMMEDIATE RELEASE.
27 November 2025 LSE: PDL
Petra Diamonds Limited
("Petra", "the Company" or "the Group")
Results of the Rights Issue
Petra Diamonds Limited announces that, as at 11:00 a.m. on 21 November 2025
(being the latest time and date for receipt of valid acceptances under the
Rights Issue), it has received valid acceptances in respect of 94,466,889
ordinary shares of 0.05 pence each in the capital of the Company (the "
Accepted Shares ") representing approximately
82.7% of the total number of Rights Issue Shares offered pursuant to the 10
for 17 Rights Issue, announced by the Company on 17 October 2025 (the "
Rights Issue ").
Capitalised terms not otherwise defined in this announcement shall have the
meanings given to them in the combined prospectus and circular dated 17
October 2025 published by the Company (the " Prospectus
").
In accordance with the terms of the Backstop Agreement, certain Backstop
Shareholders have taken up the rights under the Rights Issue of all
Shareholders who did not take up their rights, such that the Rights Issue was
fully underwritten.
For their services underwriting the Rights Issue, the Company will pay the
Backstop Fee Shares to the Backstop Shareholders.
It is expected that dealings in Rights Issue Shares (fully paid) and the
Backstop Fee Shares will commence on the Main Market of the London Stock
Exchange from 8.00 a.m. today, 27
November 2025.
It is also expected that the Rights Issue Shares and the Backstop Fee Shares
held in uncertificated form will be credited to CREST stock accounts as soon
as practicable after 8.00 a.m. today, 27
November 2025, and that share certificates in respect of the Rights Issue
Shares and the Backstop Fee Shares held in certificated form will be
despatched by no later than 11 December 2025.
The Rights Issue has raised in aggregate approximately
£18.8 million in gross proceeds. The Directors expect
the entire net proceeds to be used for general working capital purposes, as
required by the Group.
On 27 November 2025, the Company was
notified of the acquisition of Ordinary Shares pursuant to the Rights Issue
and the Backstop Fee, as detailed below, by certain of its Directors/persons
discharging managerial responsibilities and persons closely associated with
them in connection with the acquisition of new ordinary shares of 16.5 pence
each in the share capital of the Company as part of the Rights Issue.
The Rights Issue forms the final equity element of the Group's refinancing.
Completion of the Rights Issue allows the remaining Refinancing conditions to
be completed.
Total Voting Rights
Petra Diamonds Limited announces that in accordance with
its obligations under the FCA's
Disclosure Guidance and Transparency Rules (the
"DTRs" ), as at 27 November 2025, the
Company's share capital consists of 319,861,763 Ordinary Shares of
0.05 pence each in issue with voting rights,
none of which are held in treasury. Therefore, the total number of voting
rights in Petra is 319,861,763.
The figure of 319,861,763 may be used by shareholders as the denominator for
any calculations by which they will determine if they are required to notify
their interest in, or a change to their interest in, the Company under the
DTRs.
This notification is made in accordance with the requirements of the UK Market
Abuse Regulation.
1. Details of the person discharging managerial responsibilities/person closely associated
(a) Name José Manuel Vargas and associated entities
2 Reason for the notification
(a) Position/status Chairman
(b) Initial notification/Amendment Initial Notification
3 Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
(a) Name Petra Diamonds Limited
(b) LEI 213800X4QZIAVSA12860
4 Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
(a) Description of the financial instrument, type of instrument Identification code Ordinary shares of 0.05p per share par value ISIN: BMG702781094
(b) Nature of the transaction Acquisition of Ordinary Shares pursuant to a Rights Issue
(c) Price(s) and volume(s)
Price(s) Volume(s) Total
16.5 pence per Ordinary Share 21,939,840 £3,620,073.60
(d) Aggregated information N/A
(e) Date of the transaction 27 November 2025
(f) Place of the transaction London Stock Exchange, Main Market
1. Details of the person discharging managerial responsibilities/person closely associated
(a) Name Vivek Gadodia
2 Reason for the notification
(a) Position/status Co-CEO
(b) Initial notification/Amendment Initial Notification
3 Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
(a) Name Petra Diamonds Limited
(b) LEI 213800X4QZIAVSA12860
4 Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
(a) Description of the financial instrument, type of instrument Identification code Ordinary shares of 0.05p per share par value ISIN: BMG702781094
(b) Nature of the transaction Acquisition of Ordinary Shares pursuant to a Rights Issue
(c) Price(s) and volume(s)
Price(s) Volume(s) Total
16.5 pence per Ordinary Share 380,633 £62,804.45
(d) Aggregated information N/A
(e) Date of the transaction 27 November 2025
(f) Place of the transaction London Stock Exchange, Main Market
1. Details of the person discharging managerial responsibilities/person closely associated
(a) Name Jozephus Kemp
2 Reason for the notification
(a) Position/status Co-CEO
(b) Initial notification/Amendment Initial Notification
3 Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
(a) Name Petra Diamonds Limited
(b) LEI 213800X4QZIAVSA12860
4 Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
(a) Description of the financial instrument, type of instrument Identification code Ordinary shares of 0.05p per share par value ISIN: BMG702781094
(b) Nature of the transaction Acquisition of Ordinary Shares pursuant to a Rights Issue
(c) Price(s) and volume(s)
Price(s) Volume(s) Total
16.5 pence per Ordinary Share 385,933 £63,678.95
(d) Aggregated information N/A
(e) Date of the transaction 27 November 2025
(f) Place of the transaction London Stock Exchange, Main Market
~ Ends ~
For further information, please contact:
Petra Diamonds, London
Julia Stone
Kelsey Traynor
Telephone: +44 (0)7495470187
investorrelations@petradiamonds.com
Peel Hunt LLP (Sponsor to Petra)
Ross Allister / David McKeown / Emily Bhasin
+44 (0)20 7418 8900
Herbert Smith Freehills Kramer LLP is acting as legal counsel to Petra in
connection with the Refinancing.
About Petra Diamonds Limited
Petra Diamonds is a leading independent diamond mining
group and a supplier of gem quality rough diamonds to the international
market. The Company's portfolio incorporates interests in two underground
mines in South Africa (Cullinan Mine
and Finsch).
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 FCA's Official List and are admitted to trading on
the Main Market of the London Stock Exchange
under the ticker "PDL". The Company's loan notes, due in 2026, are
listed on Euronext Dublin (Irish Stock Exchange). For more information, visit
www.petradiamonds.com
.
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 securities referred to in this announcement
except on the basis of the information contained in the Prospectus. The
information contained in this announcement is for background purposes only and
does not purport to be full or complete. Copies of the Prospectus are
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 gives
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.
Neither this announcement nor any other document connected with the Rights
Issue has been or will be approved or disapproved by the United States
Securities and Exchange Commission, any state securities commission in the
United States or any other US 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 announcement or any other
document connected with the Rights Issue. Any representation to the contrary
is a criminal offence in the United States.
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 the
announcement is intended to be, nor should be construed as, a profit forecast.
This announcement is for information purposes only and shall not constitute or
form part of any offer to issue or sell, or the solicitation of any offer to
purchase, subscribe for or otherwise acquire, any securities of the Company in
the United States (including its territories and possessions, any state of the
United States and the District of Columbia) (the "United States" or "U.S."),
Australia, Canada, New Zealand, Japan, South Africa or any other jurisdiction
where such offer or sale would be unlawful. The securities referred to in this
announcement have not been and will not be registered under the U.S.
Securities Act of 1933, as amended (the "U.S. Securities Act"), or with any
securities regulatory authority of any state or other jurisdiction of the
United States or under applicable securities laws of Australia, Canada, New
Zealand, Japan or South Africa and may not be offered or sold in the United
States, except that the Company reserves the right to offer and deliver the
Securities to a limited number of persons reasonably believed to be qualified
institutional buyers ("QIBs") as defined in, and in reliance on, Rule 144A
under the U.S. Securities Act, or pursuant to an applicable exemption from, or
in a transaction not subject to, the registration requirements of the United
States and in compliance with any applicable securities laws of any state or
other jurisdiction of the United States. Subject to certain exceptions the
securities referred to herein may not be offered or sold in Australia, Canada,
New Zealand, Japan, South Africa or to, or for the account or benefit of, any
national, resident or citizen of Australia, Canada, New Zealand, Japan or
South Africa. There will be no public offering of the securities referred to
herein in the United States.
The distribution of this announcement and any proposed offering and/or issue
of securities referred to herein in certain jurisdictions may be restricted by
law. No action has been taken by the Company that would permit an offer of
securities or possession or distribution of this announcement or publicity
material relating to securities in any jurisdiction where action for that
purpose is required, other than in the United Kingdom. Persons into whose
possession this announcement comes are required by the Company to inform
themselves about and to observe any such restrictions. Any failure to comply
with any such restrictions may constitute a violation of the securities laws
of such jurisdiction.
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 UK
Listing Rules, the Prospectus Regulation Rules, the Disclosure Guidance and
Transparency Rules and the UK Market Abuse Regulation, the issue of this
announcement and any subsequent announcement shall not, in any circumstances,
create any implication that there has been no change in the affairs of the
Company since the date of this announcement or that the information contained
in it is correct as at any subsequent date.
Peel Hunt LLP ("Peel Hunt"), which is authorised and regulated in the United
Kingdom by the Financial Conduct Authority, is acting exclusively for Petra as
Sponsor and no one else in connection with the Refinancing and the matters
referred to in this announcement. Peel Hunt will not regard any other person
(whether or not a recipient of this announcement) as is client in relation to
the Refinancing and the matters referred to in this announcement and will not
be responsible to anyone other than Petra for providing the protections
afforded to its clients nor for providing advice to any other person in
relation to the Refinancing or any other transactions, arrangements or matters
referred to in this announcement.
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 Refinancing
or any matter referred to in this announcement and nothing in this
announcement is or shall be relied upon as a promise or representation in this
respect, whether as to the past or future. Each of Peel Hunt and its
affiliates, directors, officers, employees and advisers accordingly disclaims,
to the fullest extent permitted by law, all and any responsibility or
liability whatsoever, whether arising in tort, contract or otherwise (save as
referred to above) which it might otherwise have in respect of this
announcement or any such statement.
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