REG-Petra Diamonds Ltd: Proposed Refinancing Update

Petra DiamondsAnnouncement

29/08/2025 13:30

 

 

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 WHICH IS PROPOSED TO BE PUBLISHED IN DUE COURSE.

 

 

FOR IMMEDIATE RELEASE.

 

 

 

 

 

 

 

 29 August 2025  LSE: PDL  

 

 

Petra Diamonds Limited

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

 

Proposed Refinancing Update

 

On 8 August 2025, Petra announced the terms of a proposed refinancing of the
Group that had been agreed with certain key financial stakeholders (the
"Refinancing Announcement").

 

Capitalised terms used in this announcement shall, unless otherwise defined,
have the same meanings as set out in the Refinancing Announcement.

 

Locked-Up Notes update

 

Following the Refinancing Announcement, certain Noteholders have acceded to
terms of the Lock-Up Agreement on the same terms as the Participating
Noteholders (the "Acceding Noteholders"). As a result of these accessions,
Kroll Issuer Services Limited (as information agent) has confirmed to the
Company that the Participating Noteholders and the Acceding Noteholders hold,
in aggregate, more than 99% of the Notes (by value), which is greater than the
90% threshold for Noteholder consent under the Consent Solicitation.

 

Therefore, the Company intends to implement the extension of the maturity date
of the Notes and certain other changes to the terms of the Notes (as described
in the Refinancing Announcement) by means of the Consent Solicitation rather
than the Scheme.

 

It is currently expected that the Consent Solicitation will launch on or
shortly after the date of the publication of the Company's financial results
for FY25. The Company will confirm the exact dates in due course on its
website.

 


Equity Backstop Agreement amendment

 

As announced in the Refinancing Announcement, interested shareholders were
provided a window of ten business days to accede to the Equity Backstop
Agreement. This process has resulted in four additional shareholders acceding
to the Equity Backstop Agreement through an amendment to the Equity Backstop
Agreement (the "Equity Backstop Agreement Amendment"). As a result, the
Backstop Providers now represent approximately 69% of the Company’s existing
issued share capital.

 

The additional Backstop Providers include both Vivek Gadodia and Juan Kemp
(interim joint Chief Executive Officers of the Company), who have both acceded
to the terms of the Equity Backstop Agreement in their personal capacities.

 

Additionally, under the Equity Backstop Agreement Amendment, JOSIVAR Sarl
("JOSIVAR"), an entity that is wholly-owned by José Manuel Vargas, Petra’s
Chair, has committed to underwrite up to approximately $2.45 million of
entitlements not taken up by other shareholders (excluding the Backstop
Providers), with the final amount to be confirmed following the end of the
Rights Issue period, and JOSIVAR will receive a correspondingly increased
Backstop Fee.

 

Other than the changes described above, the Equity Backstop Agreement
Amendment has not amended the existing terms of the Equity Backstop Agreement
as described in the Refinancing Announcement.

 

Following the execution of the Equity Backstop Agreement Amendment, and in
conjunction with the commitments made as part of the Lock-Up Agreement,
shareholders representing approximately 74% of the existing issued share
capital of the Company are committed to vote in favour of the requisite
shareholder resolutions to implement the Rights Issue and the Refinancing at
the SGM.

 

Related Party Transactions

 

JOSIVAR is a party to the Equity Backstop Agreement Amendment. JOSIVAR is a
related party of Petra pursuant to UK Listing Rule 8.1.11R(4) by virtue of
being controlled by José Manuel Vargas, who is himself a related party of
Petra as a director of Petra. In respect of JOSIVAR, the proposed
participation in the Rights Issue as a Backstop Provider beyond its pro
rata entitlement and the payment by the Company to JOSIVAR of its proportion
of the Backstop Fee in each case in the terms set out in the Lock-Up Agreement
and Equity Backstop Agreement Amendment are considered related party
transactions for the purposes of UKLR 8.2.1R (together the "Related Party
Transactions").

 

In respect of the Related Party Transactions, the Board (excluding the
Chairman by virtue of a personal conflict) having been so advised by Peel Hunt
LLP acting in its capacity as the Company's Sponsor, unanimously considers the
Related Party Transactions are fair and reasonable as far as Petra
shareholders are concerned.

 

Next Steps

 

Kroll Issuer Services Limited has been engaged by Petra to act as information
agent for the Lock-Up Agreement.

 

Noteholders that have not yet signed the Lock-Up Agreement and wish to support
the Refinancing should complete and execute an accession deed to the Lock-Up
Agreement in their capacity as a Noteholder and provide evidence of their
beneficial holdings to the Information Agent.

 

Noteholders should contact the Information Agent on 020 7089 0909 (if calling
from the UK) or +44 20 7089 0909 (if calling from outside the UK) or
petra@is.kroll.com to access further information relating to the Refinancing
and for details of how to accede to the Lock-Up Agreement. Calls are charged
at the standard geographic rate and will vary by provider. Calls outside the
United Kingdom will be charged at the applicable international rate. The
helpline is open between 9.00 a.m. and 5.30 p.m., Monday to Friday excluding
public holidays in England and Wales. Please note that the Information Agent
cannot provide any financial, legal or tax advice and calls may be recorded
and monitored for security and training purposes.

 

The Rights Issue will require the publication of a prospectus and shareholder
circular which the Company currently expects to publish in Q4 CY2025.

 

The Group is targeting the completion of the Refinancing in Q4 CY2025 and will
continue working with the Working Group, Noteholders, the Senior Secured Bank
Lender, the Backstop Providers and other stakeholders, as required, to
finalise and implement the Refinancing. Closing of the Refinancing will be
subject to a number of conditions, approvals and other matters which are
required in the near-term, including the negotiation and agreement of full
form documentation to reflect the agreement in principle and, where required,
shareholder approval.

 

The Company will release further announcements in due course, as appropriate.

 

There can be no guarantee that the Refinancing as contemplated by the Lock-Up
Agreement and the Equity Backstop Agreement (as amended) will be implemented
on the terms set out above, and any refinancing of the Group may be on
significantly different terms to the ones set forth in this announcement or
not be consummated at all. Furthermore, the completion of the Refinancing may
take significantly longer than the Group currently anticipates.

 

 

 

~ Ends ~

 

 

 

 

 

For further information, please contact:

 

 

Petra Diamonds, London

Julia Stone

Kelsey Traynor

Telephone: +44 (0)7495470187

investorrelations@petradiamonds.com

 

 

Kroll Issuer Services Limited

Alessandro Zorza

Telephone: +44 20 7089 0909

petra@is.kroll.com

 

 

Peel Hunt LLP (Sponsor to Petra)

Ross Allister / David McKeown / Emily Bhasin

+44 (0)20 7418 8900

 

 

Kirkland & Ellis LLP (Legal counsel to the ad hoc group of Noteholders)

Hannah Crawford

+44 20 7469 2079 

Hannah.crawford@kirkland.com

 

 

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 and Finsch Mines).

 

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 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 expected to be
approved by the Financial Conduct Authority in the UK and published by the
Company in connection with the Rights Issue in due course (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, when
published, will be 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
will give further details of the Rights Issue.

Any decision to participate in the Rights Issue must be made solely on the
basis of the Prospectus to be published by the Company in due course. 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 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 or 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 this 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.

This announcement does not constitute a recommendation concerning any
investor's options with respect to the Rights Issue. 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 announcements 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 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 its 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
offered 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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