REG-Petra Diamonds: Results of Special General Meeting

Petra DiamondsAnnouncement

13/01/2021 09:50

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO
THE UNITED STATES, CANADA, JAPAN, NEW ZEALAND, SOUTH AFRICA OR ANY OTHER
JURISDICTION WHERE TO DO SO WOULD BE UNLAWFUL. THIS ANNOUNCEMENT IS FOR
INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY
JURISDICTION.

THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND DOES NOT CONSTITUTE A PROSPECTUS OR
PROSPECTUS EQUIVALENT DOCUMENT. NOTHING IN IT SHALL CONSTITUTE AN OFFERING OF
ANY SECURITIES.

PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

FOR IMMEDIATE RELEASE

 13 January 2021   LSE: PDL 

Petra Diamonds Limited

("Petra" or the "Company")

Results of Special General Meeting

Petra announces that at the Special General Meeting held earlier today, the
resolution set out in the Notice of Special General Meeting (the "Resolution")
contained in the combined circular and prospectus dated 22 December 2020 (the
"Prospectus") was passed as an ordinary resolution by poll vote.

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

The full text of the Resolution is contained in the Notice of Special General
Meeting which is set out in Part 17 of the Prospectus which is available on
the Company's website at
https://www.petradiamonds.com/investors/2020-financial-restructuring/.

At the record time for the Special General Meeting, the Company had
865,431,343 Ordinary Shares in issue, none of which were held in treasury. The
total number of voting rights in the Company was therefore 865,431,343.

The total number of votes for and against the Resolution, and the number of
votes withheld, are set out in the table below.

 Resolution                                                                             For                                    Against                              Votes Cast                  Votes Withheld  
                                                                 Votes for (incl. discretionary)  % of Votes Cast  Votes Against  % of Votes Cast  Total Votes Cast  % of issued share capital   No. of Votes   
 1. To:   1.1 approve the reduction to the authorised share      229,798,483                      95.13            11,756,155     4.87             241,554,638       27.91                      149,823         
 capital of the Company by reducing the nominal value of all                                                                                                                                                    
 Ordinary Shares from 10 pence to 0.001 pence   1.2 approve the                                                                                                                                                 
 increase to the authorised share capital of the Company by the                                                                                                                                                 
 creation of 8,500,000,000 Ordinary Shares   1.3 authorise the                                                                                                                                                  
 Directors to allot Ordinary Shares up to an aggregate nominal                                                                                                                                                  
 amount of £88,447, being 8,844,700,000 Ordinary Shares (the "New                                                                                                                                                
 Ordinary Shares" )   1.4 approve the issue of the New Ordinary                                                                                                                                                 
 Shares pursuant to the Debt for Equity Conversion, including any                                                                                                                                                
 discount to the Closing Price as at the Latest Practicable Date                                                                                                                                                

Notes:
1. The Special General Meeting was quorate.
1. Votes "For" and "Against" are expressed as a percentage of votes received.
1. A "Vote Withheld" is not a vote in law and is not counted in the
calculation of the votes "For" or "Against" the Resolution or the total
numbers of votes validly cast.
A copy of this announcement confirming the voting figures will be displayed
shortly on the Company's website at
https://www.petradiamonds.com/investors/2020-financial-restructuring/.

In accordance with the Listing Rules of the Financial Conduct Authority, a
copy of the Resolution will shortly be submitted to the National Storage
Mechanism and will be available for inspection at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

8,844,657,929 Ordinary Shares are expected to be allotted to Noteholders, on
or around the Proposed Restructuring Effective Date, under the authority
granted today. The Proposed Restructuring Effective Date will occur following
satisfaction of certain conditions to the Consensual Restructuring, including
the obtaining of regulatory approval from the Financial Surveillance
Department of the South African Reserve Bank to implement the Consensual
Restructuring.

Applications will therefore be made in due course to the Financial Conduct
Authority for 8,844,657,929 Ordinary Shares to be admitted to listing on the
premium listing segment of the Official List of the FCA and to London Stock
Exchange plc for 8,844,657,929 Ordinary Shares to be admitted to trading on
the London Stock Exchange plc's main market for listed securities.

Further announcements regarding the Proposed Restructuring Effective Date and
the proposed date for Admission will be made in due course.

~ Ends ~

For further information, please contact:

Petra Diamonds,
London                                        
Telephone: +44 20 7494 8203

Cathy
Malins                                                  
            investorrelations@petradiamonds.com

Des Kilalea

Marianna Bowes

Rothschild & Co

Giles
Douglas                                                
            giles.douglas@rothschildandco.com

Glen
Cronin                                                    
            glen.cronin@rothschildandco.com

Mahir
Quraishi                                               
            mahir.quraishi@rothschildandco.com

BMO Capital Markets
Limited                                 

Thomas
Rider                                                
            thomas.rider@bmo.com

Neil
Elliot                                                        
            neil.elliot@bmo.com

About Petra Diamonds Limited

Petra Diamonds is a leading independent diamond mining group and a consistent
supplier of gem quality rough diamonds to the international market. The
Company has a diversified portfolio incorporating interests in three
underground producing mines in South Africa (Finsch, Cullinan and
Koffiefontein) and one open pit mine in Tanzania (Williamson).

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
of ca. 243 million carats, which supports the potential for long-life
operations.

Petra conducts all operations according to the highest ethical standards and
will only operate 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 is quoted with a premium listing on the Main Market of the London Stock
Exchange under the ticker 'PDL' and is a constituent of the FTSE4Good Index.
The Company’s US$650 million loan notes due in 2022, currently subject to
restructuring, are listed on the Global Exchange market of the Irish Stock
Exchange. For more information, visit www.petradiamonds.com.

IMPORTANT NOTICES

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. 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.

A copy of the Prospectus is available from the registered office of Petra and
on Petra’s website at
https://www.petradiamonds.com/investors/2020-financial-restructuring/,
provided that, subject to certain exceptions, the Prospectus is not being made
available to Shareholders or investors in the United States or any other
Restricted Jurisdiction.

Neither the content of Petra’s website (or any other website) nor any
website accessible by hyperlinks on Petra’s website (or any other website)
is incorporated in, or forms part of, this announcement.

The information contained in this announcement is for background purposes only
and does not purport to be full or complete. No reliance may be placed for any
purpose on the information contained in this announcement or its accuracy or
completeness. The information in this announcement is subject to change.
Nothing in this announcement should be interpreted as a term or condition of
the Consensual Restructuring, the Debt for Equity Conversion, the Capital
Reduction or any other matter disclosed in the Prospectus.

Subject to certain exceptions, this announcement and/or the Prospectus should
not be distributed, forwarded or transmitted in or into the United States or
any other Restricted Jurisdiction. This announcement and/or the Prospectus
does not constitute or form part of any offer to buy or any invitation to sell
or issue, or any solicitation of any offer to buy or subscribe for, New
Ordinary Shares in any jurisdiction.

Should the Debt for Equity Conversion proceed, New Ordinary Shares will only
be issued to Noteholders situated outside Australia pursuant to the Debt for
Equity Conversion. The New Ordinary Shares have not been and will not be
registered under the applicable securities laws of Australia. The Prospectus
is being provided to Shareholders with registered addresses in Australia
solely for the purposes of the Special General Meeting convened pursuant to
the Notice of Special General Meeting.

The New Ordinary Shares have not been and will not be registered under the US
Securities Act of 1933, as amended (the "US Securities Act") or under the
securities laws of any state or other jurisdiction of the United States, or
the relevant laws of any state, province or territory of any other Restricted
Jurisdiction and, subject to certain exceptions, may not be offered, sold,
resold, transferred, distributed or delivered, directly or indirectly, in,
into or from the United States or any other Restricted Jurisdiction. This
document does not constitute an offer to sell or a solicitation of an offer to
buy New Ordinary Shares in any jurisdiction in which such offer or
solicitation is unlawful. Subject to certain exceptions, this document will
not be distributed in or into the United States or any of the other Restricted
Jurisdictions. The New Ordinary Shares are being made available (i) outside
the United States in reliance on Regulation S under the US Securities Act, and
(ii) in the United States to a limited number of institutional accredited
investors (as defined in Rule 501(a)(1), (2), (3), (7), (8), (9), (12) or (13)
under the US Securities Act) in transactions exempt from the registration
requirements of the US Securities Act. There will be no public offer of the
New Ordinary Shares in the United States.

Neither the United States Securities and Exchange Commission ("SEC") nor any
state securities commission in the United States has approved or disapproved
of the New Ordinary Shares or passed upon the accuracy or adequacy of this
document. Any representation to the contrary is a criminal offence in the
United States.

The distribution of this announcement and/or the Prospectus and/or the
transfer of New Ordinary Shares in jurisdictions outside the United Kingdom
may be restricted by law and therefore persons into whose possession this
announcement and/or the Prospectus come should inform themselves about and
observe such restrictions. Any failure to comply with any of these
restrictions may constitute a violation of the securities law of any such
jurisdiction.

BMO Capital Markets Limited ("BMO"), which is authorised and regulated in the
United Kingdom by the FCA, is acting exclusively for the Company and no one
else in connection with the contents of this announcement and the Prospectus,
the Debt for Equity Conversion, Admission or any other matters referred to in
this announcement and/or the Prospectus and will not regard any other person
(whether or not a recipient of this announcement and/or the Prospectus) as a
client in relation to the Debt for Equity Conversion, Admission or any other
matters referred to in this announcement and/or the Prospectus and will not be
responsible for providing the protections afforded to its clients nor for
giving advice in relation to the contents of this announcement and/or the
Prospectus, the Debt for Equity Conversion, Admission or any other matter or
arrangement referred to in this announcement and/or the Prospectus.

N.M. Rothschild & Sons Limited ("Rothschild & Co"), which is authorised and
regulated in the United Kingdom by the FCA, is acting exclusively for the
Company and no one else in connection with the contents of this announcement
and the Prospectus, the Debt for Equity Conversion or any other matters
referred to in this announcement and/or the Prospectus and will not regard any
other person (whether or not a recipient of this document) as a client in
relation to the Debt for Equity Conversion or any other matters referred to in
this announcement and/or the Prospectus and will not be responsible for
providing the protections afforded to its clients nor for giving advice in
relation to the contents of this announcement and/or the Prospectus, the Debt
for Equity Conversion or any other matter or arrangement referred to in this
announcement and/or the Prospectus.

Apart from the responsibilities and liabilities, if any, which may be imposed
upon BMO and/or Rothschild & Co by FSMA or the regulatory regime established
thereunder, BMO and/or Rothschild & Co do not accept any responsibility and
disclaim any liability for the accuracy, completeness or verification, or
concerning any other statement made or purported to be made by it, or on its
behalf, in connection with the Company, the New Ordinary Shares, the Debt for
Equity Conversion or Admission in this announcement and/or the Prospectus. No
representation or warranty, express or implied, is made by BMO and/or
Rothschild & Co as to the accuracy, completeness or verification of the
information set forth in this announcement and/or the Prospectus and nothing
in this announcement and/or the Prospectus is, or shall be relied upon as, a
promise or representation in this respect, whether as to the past or future.
Each of BMO and Rothschild & Co accordingly disclaims to the fullest extent
permitted by applicable law all and any responsibility and liability whether
arising in tort, contract or otherwise (save as referred to herein) which it
might otherwise have in respect of this announcement and/or the Prospectus or
any such statement.

None of the Company, the Directors, the Proposed Director, BMO and Rothschild
& Co, nor any of their respective affiliates, directors, officers, employees
or advisers, is making any representation to any acquirer of New Ordinary
Shares regarding the legality of an investment in the Debt for Equity
Conversion or the New Ordinary Shares by such acquirer under the laws
applicable to such acquirer.

INFORMATION TO DISTRIBUTORS

Solely for the purposes of the product governance requirements contained
within: (a) EU Directive 2014/65/EU on markets in financial instruments, as
amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive
(EU) 2017/593 supplementing MiFID II; and (c) local implementing measures
(together, the "MiFID II Product Governance Requirements"), and disclaiming
all and any liability, whether arising in tort, contract or otherwise, which
any 'manufacturer' (for the purposes of the MiFID II Product Governance
Requirements) may otherwise have with respect thereto, the New Ordinary Shares
have been subject to a product approval process, which has determined that the
New Ordinary Shares are: (i) compatible with an end target market of retail
investors and investors who meet the criteria of professional clients and
eligible counterparties, each as defined in MiFID II; and (ii) eligible for
distribution through all distribution channels as are permitted by MiFID II
(the "Target Market Assessment"). Notwithstanding the Target Market
Assessment, distributors should note that: the price of the New Ordinary
Shares may decline and investors could lose all or part of their investment;
the New Ordinary Shares offer no guaranteed income and no capital protection;
and an investment in the New Ordinary Shares is compatible only with investors
who do not need a guaranteed income or capital protection, who (either alone
or in conjunction with an appropriate financial or other adviser) are capable
of evaluating the merits and risks of such an investment and who have
sufficient resources to be able to bear any losses that may result therefrom.
The Target Market Assessment is without prejudice to the requirements of any
contractual, legal or regulatory selling restrictions in relation to the Debt
for Equity Conversion.

For the avoidance of doubt, the Target Market Assessment does not constitute:
(a) an assessment of suitability or appropriateness for the purposes of MiFID
II; or (b) a recommendation to any investor or group of investors to invest
in, or purchase, or take any other action whatsoever with respect to the New
Ordinary Shares.

For the avoidance of doubt, the Company is not subject to MiFID II, has no
obligations in relation to the MiFID II Product Governance Requirements and
makes no representations regarding the MiFID II Product Governance
Requirements falling on any authorised or regulated entity connected with the
issuance.



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