REG-Petra Diamonds Ltd: Proposed Refinancing Update

Petra DiamondsAnnouncement

11/09/2025 13:15

 

 

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.

 

 

 


 

 

 

 11 September 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"). On 29 August 2025, Petra announced an update on
the status of the Refinancing (the "Update Announcement").

 

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

 

Commitment letter with Senior Secured Bank Lender update

 

On 10 September 2025, a short extension was agreed to the deadline for the
entry of the Company into a commitment letter with the Senior Secured Bank
Lender, in accordance with the terms of the Lock-Up Agreement. Following this
extension, the Company shall enter into a commitment letter with the Senior
Secured Bank Lender by 24 September 2025 (or such later date agreed in
accordance with the terms of the Lock-Up Agreement).

 

The Company remains confident of entering into a commitment letter with the
Senior Secured Bank Lender and does not expect this extension to affect either
the timeline for the publication of a prospectus and shareholder circular in
respect of the Rights Issue or the completion of the Refinancing, which are
both still expected to occur in Q4 CY2025.

 

~ 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 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 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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