REG-Petra Diamonds Ltd: Publication of Prospectus and Notice of SGM

Petra DiamondsAnnouncement

Yesterday 12:45

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.

 

FOR IMMEDIATE RELEASE.

 

 

     

 

 

 

 17 October 2025  LSE: PDL  

 

Petra Diamonds Limited

("Petra", "the Company" or "the Group")

 

Publication of Prospectus

 

Notice of Special General Meeting

 

Further to the announcement in relation to the fully underwritten Rights Issue
to raise gross proceeds of approximately US$25 million announced earlier
today, Petra is pleased to announce that the FCA has approved the prospectus
dated 17 October 2025 (the "                     Prospectus                   
") in connection with the Rights Issue and the Prospectus has been published
by the Company.

 

The Prospectus contains further details of the Rights Issue and, subject to
certain exceptions, shareholders will shortly be sent a copy of the Prospectus
or notification of the availability of the Prospectus. The Prospectus will
also be available on the Company's website at                                 
             https://prospectus.petradiamonds.com/                            
                        and will be submitted to the National Storage
Mechanism, where it will be available for inspection at          
https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

 

The Prospectus contains a notice of a Special General Meeting of the
shareholders of the Company to be held at 8:30 a.m. (London time) on 6
November 2025 at the offices of Herbert Smith Freehills Kramer LLP, Exchange
House, Primrose Street, London EC2A 2EG, United Kingdom.

 

The Special General Meeting is being held for the purpose of considering and,
if thought fit, passing the Resolutions. The Resolutions will be proposed as
either ordinary or special resolutions, as set out in the Notice of Special
General Meeting, and will be passed if approved by the requisite majority of
votes cast, either in person or by proxy.

 

The Prospectus is not, subject to certain exceptions, available (whether
through the Company's website or otherwise) to shareholders in the United
States or any of the Restricted Territories (as defined in the Prospectus).

 

Hard copies of the Prospectus will be available for inspection (for 12 months
following admission of the Rights Issue shares) during normal business hours
on any business day, free of charge, at the registered office of the Company
at 107 Cheapside, London, EC2V 6DN, United Kingdom.

 

The defined terms set out in the Prospectus apply in this announcement.

 

                                 

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 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 Nil Paid Rights, DI Nil Paid Rights,
Rights Issue Shares or New DIs (together, the "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 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
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.

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.

The distribution of this announcement, the Prospectus, the Provisional
Allotment Letter (once printed), any other offering or public material
relating to the Rights Issue and/or the Transactions and/or the transfer of
Securities and/or Backstop Fee Shares through CREST or otherwise into certain
jurisdictions may be restricted by law. Therefore, persons into whose
possession this announcement comes should inform themselves about and observe
such restrictions. In particular, subject to certain exceptions, this
announcement, the Prospectus and the Provisional Allotment Letter (once
printed) should not be distributed, forwarded to or transmitted in or into any
Excluded Territory or into any other jurisdiction where to do so might
constitute a breach of any applicable law. Any failure to comply with such
restrictions may constitute a violation of the securities law of any such
jurisdiction. Subject to certain exceptions, no action has been or will be
taken by the Company, the Directors or the Sponsor to permit the possession or
issue, distribution, forwarding or transmission of this announcement, the
Prospectus or the Provisional Allotment Letter into any Excluded Territory or
where doing so may be restricted by law.

Neither the Securities nor the Backstop Fee Shares have been and will not be
registered or qualified for distribution to the public under the relevant laws
of any Excluded Territory and may not be offered, sold, taken up, exercised,
resold, removed, transferred or delivered, directly or indirectly, in or into
any Excluded Territory, except pursuant to an applicable exemption. There will
be no public offer in any Excluded Territory or in any other jurisdiction
where the extension and availability of the Rights Issue would breach
applicable law.

Subject to certain exceptions, neither this announcement, the Prospectus nor
the Provisional Allotment Letter constitutes an offer of the Securities or the
Backstop Fee Shares to any person located in, or with a registered address in,
or who is resident in, the United States. The Securities and the Backstop Fee
Shares have not been and will not be registered under the US Securities Act of
1933, as amended (the "US 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, into or within the United States except pursuant to an applicable
exemption from, or in a transaction not subject to, the registration
requirements of the US Securities Act and in compliance with any applicable
securities laws of any state or other jurisdiction of the United States.
Subject to certain exceptions, if shareholders or prospective investors are in
the United States, they may not acquire any Securities and/or Backstop Fee
Shares offered in the Prospectus. There will be no public offer of the
Securities and the Backstop Fee Shares in the United States.

Neither this announcement, any other document connected with the Rights Issue,
the Securities nor the Backstop Fee Shares have been or will be approved,
disapproved or recommended by the US 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 reviewed, passed upon or
endorsed the merits of the offering of the Securities or the Backstop Fee
Shares or confirmed the accuracy or completeness or determined the 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.

Notwithstanding the foregoing, the Company reserves the right to offer and
deliver the Securities and/or the Backstop Fee Shares to a limited number of
persons in the United States reasonably believed to be Qualified Institutional
Buyers (each a "QIB") as defined in Rule 144A under the US Securities Act
("Rule 144A") or Accredited Investors (each an "AI") as defined in Rule 501(a)
of Regulation D under the US Securities Act, in transactions exempt from the
registration requirements of the US Securities Act. Any person in the United
States who obtains a copy of the Prospectus or the Provisional Allotment
Letter and who is not a QIB or an AI is required to disregard it. Subject to
the above, the Securities and the Backstop Fee Shares being offered outside
the United States are only being offered in reliance on Regulation S under the
US Securities Act ("Regulation S").

Subject to the above, any envelope containing a Provisional Allotment Letter
and post-marked from the United States will not be valid unless it contains a
duly executed US Investor Representation Letter (as defined in the Prospectus)
in the appropriate form, which is accepted by the Company in writing.
Similarly, any Provisional Allotment Letter in which the exercising holder
requests Securities be issued in registered form and gives an address in the
United States will not be valid unless it contains a duly executed US Investor
Representation Letter, which is accepted by the Company at its discretion. The
payments paid in respect of a Provisional Allotment Letter that do not meet
the foregoing criteria will be returned without interest, at the risk of the
payer.

No representation has been, or will be, made by the Company or any of its
affiliates as to the availability of Rule 144 under the US Securities Act or
any other exemption under the US Securities Act or any state securities laws
for the re-offer, resale, pledge or transfer of the Securities or the Backstop
Fee Shares.

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                     FCA, is acting exclusively for Petra as Sponsor and
no one else in connection with the Transactions 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
Transactions 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
Transactions 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
Group, the Securities, the Backstop Fee Shares          , the Transactions 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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