REG-Petra Diamonds Ltd: Results of Special General Meeting

Petra DiamondsAnnouncement

Yesterday 10:15

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.

 

FOR IMMEDIATE RELEASE.

     
     

 

     

 

 

 

 6 November 2025  LSE: PDL  

 

Petra Diamonds Limited

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

 

Results of Special General Meeting

 

 

Petra Diamonds Limited announces that, at the Special General Meeting held
earlier today, the Resolutions set out in the Notice of Special General
Meeting contained within the combined prospectus and circular dated 17 October
2025 (the "                     Prospectus                    ") were voted on
by poll and were approved by shareholders. The results of the poll for each
Resolution were as follows:

 

 Resolutions                                                                                                                                                                                                                                          Votes for (incl. discretionary)  % of Votes cast  Votes against  % of Votes Cast  Total Votes Cast  Total Votes Withheld  
 1.     To allot up to 114,236,344 new Ordinary Shares in connection with the Rights Issue.                                                                                                                                                           134,849,281                      99.99            14,707         0.01             69.45%            42                    
 2.     To disapply pre-emption rights in respect of the issue of Ordinary Shares pursuant to the Rights Issue.                                                                                                                                       134,849,281                      99.99            12,427         0.01             69.44%            2,322                 
 3.     To allot 11,423,634 new Ordinary Shares in satisfaction of the Backstop Fee due to the Backstop Shareholders.                                                                                                                                 134,851,561                      99.99            12,427         0.01             69.45%            42                    
 4.    To disapply pre-emption rights in respect of the issue of Ordinary Shares in satisfaction of the Backstop Fee.                                                                                                                                 134,849,241                      99.99            12,467         0.01             69.44%            2,322                 
 5.     To allot up to 41,000,000 new Ordinary Shares pursuant to the PICE Mechanism.                                                                                                                                                                 134,849,241                      99.99            12,467         0.01             69.44%            2,322                 
 6.     To disapply pre-emption rights in respect of any issue of Ordinary Shares under the PICE Mechanism.                                                                                                                                           134,849,241                      99.99            12,467         0.01             69.44%            2,322                 
 7.     To allot 48 million Work Fee Warrants (being rights to subscribe for new Ordinary Shares) issued to the Working Group of Noteholders.                                                                                                         134,849,241                      99.99            12,467         0.01             69.44%            2,322                 
 8.     To disapply pre-emption rights in respect of the issue of the Work Fee Warrants.                                                                                                                                                              134,849,241                      99.99            12,467         0.01             69.44%            2,322                 
 9.     To allot 16 million Incentivisation Warrants (being rights to subscribe for new Ordinary Shares) pursuant to the proposed Incentivisation Plan arrangements and issued to management, the Chairman and other senior managers of the Company.  127,597,897                      94.61            7,263,811      5.39             69.44%            2,322                 
 10.   To approve the rules of the Incentivisation Plan.                                                                                                                                                                                              127,597,897                      95.07            6,622,887      4.93             69.11%            643,246               
 11.    To approve a revised Remuneration Policy to take effect immediately following the Special General Meeting.                                                                                                                                    127,597,897                      94.61            7,263,616      5.39             69.44%            2,517                 

 

* Votes in favour include votes where the Chair of the Special General Meeting
was given discretion regarding how to vote.

** Percentages are expressed as a proportion of total votes cast (which does
not include votes withheld).

*** A `vote withheld' is not a vote under law and is not counted in the
calculation of votes `for' and `against' the Resolutions.            

                        

The poll results will be available shortly on the Company's website at        
                         www.petradiamonds.com                               .

 

The Record Date for entitlements under the Rights Issue for Qualifying
Shareholders and to vote at the Special General Meeting was close of business
on 4 November 2025. As at the Record Date, the total number of Existing Shares
eligible to be voted at the Special General Meeting was 194,201,785 shares.

 

The passing of the Resolutions will enable the Company to proceed with the
fully underwritten Rights Issue to raise gross proceeds of approximately      
             £18.8 million (equivalent to US$25.1 million). The Rights Issue
remains conditional upon, amongst other things, Admission of the Rights Issue
Shares by not later than 8.00 a.m. on 7 November 2025 (or such later time
and/or date as the Company and the Sponsor may agree, being no later than 21
November 2025).

 

The Company confirms that the Implementation Deed has now been executed.

 

Provisional Allotment Letters in connection with the Rights Issue are expected
to be posted today to Qualifying Non          -          CREST Shareholders
and Qualifying CREST Shareholders will receive a credit to their appropriate
stock accounts in CREST in respect of the DI Nil Paid Rights to which they are
entitled as soon as practicable after 8.00 a.m. on 7 November 2025.

 

Applications have been made to the FCA for 114,236,344 Rights Issue Shares to
be admitted to listing on the equity shares (commercial companies) category of
the Official List of the FCA, and to the London Stock Exchange for such Rights
Issue Shares to be admitted to trading on its main market for listed
securities. It is expected that the rights to acquire Rights Issue Shares, nil
paid (the "                     Nil Paid Rights                    ") will be
admitted to trading on a multi-lateral trading facility of the London Stock
Exchange. The Rights Issue Shares will be issued under authority granted by
the Resolutions passed at today's Special General Meeting.

 

It is expected that Admission of the Rights Issue Shares and admission of, and
commencement of dealings in, the Nil Paid Rights on a multi-lateral trading
facility of the London Stock Exchange, will occur at 8.00 a.m. on 7 November
2025.

 

The latest date for acceptance, payment in full and registration of
renunciation of Provisional Allotment Letters for the Rights Issue is 11.00
a.m. on 21 November 2025.

 

The expected timetable of principal events for the Rights Issue is set out in
the Appendix to this announcement.           

Copies of the Resolutions passed at the Special General Meeting have been
submitted to the National Storage Mechanism in accordance with UK Listing
Rules 6.4.2R and 6.4.3R and will be available for inspection at          
https://data.fca.org.uk/#/nsm/nationalstoragemechanism          .

Capitalised terms not defined herein have the meanings given to them in the
Prospectus published by the Company on 17 October 2025, which is available on
the Company's website at www.petradiamonds.com.

 

 

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.

 

 

 

 

appendix

Expected Timetable of Principal Events

The times and dates below are indicative only and may be subject to change    
     (1)          .

 

 Existing Shares marked "ex-rights" by the London Stock Exchange                                                                                                                                      8.00 a.m. on 7 November 2025                               
 Admission of the Rights Issue Shares and admission of, and commencement of dealings in, the Nil Paid Rights on a multi-lateral trading facility of the London Stock Exchange                         8.00 a.m. on 7 November 2025                               
 DI Nil Paid Rights enabled in CREST                                                                                                                                                                  As soon as practicable after 8:00 a.m. on 7 November 2025  
 DI Nil Paid Rights credited to CREST accounts of Qualifying DI Holders (2)                                                                                                                           As soon as practicable after 8:00 a.m. on 7 November 2025  
 Latest time and date for acceptance and payment through CREST in respect of DI Nil Paid Rights                                                                                                       11.00 a.m. on 21 November 2025                             
 Latest time and date for acceptance, payment in full and registration of renounced Provisional Allotment Letters                                                                                     11.00 a.m. on 21 November 2025                             
 Commencement of dealings in Rights Issue Shares (fully paid) on the London Stock Exchange                                                                                                            8.00 a.m. on  27 November 2025                             
 Admission of Backstop Fee Shares to trading on the Main Market of the London Stock Exchange and commencement of dealings of the Backstop Fee Shares on the Main Market of the London Stock Exchange  8.00 a.m. on  27 November 2025                             

 

 

 

 

 

 

1.                                                       All references to
time in this timetable are to London, UK time unless otherwise stated.

2.                                                       The times and
dates set out in the expected timetable of principal events above and
mentioned throughout the Prospectus may be adjusted, in which event details of
the new times and dates will be notified to the UK Listing Authority, the
London Stock Exchange and where appropriate, Qualifying Shareholders through
the Regulatory Information Service.                      References to the
times are to London, UK time unless otherwise dated.

 

 



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