Petra Diamonds Ltd - Details of Scheme Meeting
London, December 10
FOR IMMEDIATE RELEASE
|10 December2020||LSE: PDL|
Petra Diamonds Limited
("Petra", "PDL" or the "Company" or, in conjunction with its subsidiaries, the "Group")
Proposed Scheme of Arrangement of Petra Diamonds US$ Treasury Plc
Details of Scheme Meeting
Further to the announcement issued by the Company on 17 November 2020, the Practice Statement Letter distributed on the same date to holders of the Group's US$650,000,000 7.25 per cent. senior secured second lien notes due 1 May 2022 (which is available on the Scheme Website at www.lucid-is.com/petradiamonds) and to the announcement issued by the Company on 2 December 2020 giving notice of the Scheme Convening Hearing, the Court has granted Petra Diamonds US$ Treasury plc (the "Scheme Company") permission to convene a meeting of the Scheme Creditors (the "Scheme Meeting") for the purposes of considering, and if thought fit, approving a scheme of arrangement proposed to be made between the Company and the Scheme Creditors in connection with the Restructuring.
Accordingly, notice is hereby given that the Scheme Meeting will take place virtually via Zoom on 8 January 2021, at 11:00 am (London time), or such other time as the Scheme Company may decide and notify to Scheme Creditors.
All Scheme Creditors are requested to attend the Scheme Meeting via Zoom either in person, by a duly authorised representative if a corporation, or by proxy.
The Scheme, the Explanatory Statement and the Account Holder Letters are available to download from the Scheme Website at www.lucid-is.com/petradiamonds/.
Capitalised terms used but not defined in this announcement have the meaning given to them in the Practice Statement Letter.
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For further information, please contact:
Petra Diamonds, London Telephone: +44 20 7494 8203
Cathy Malins email@example.com
Rothschild & Co
Giles Douglas firstname.lastname@example.org
Glen Cronin email@example.com
Mahir Quraishi firstname.lastname@example.org
Lucid Issuer Services Limited Telephone: +44 20 7704 0880
Oliver Slyfield email@example.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$650 million loan notes due in 2022, currently subject to restructuring, are listed on the Global Exchange market of the Irish Stock Exchange. For more information, visit www.petradiamonds.com.
This announcement contains statements about Petra that are or may be forward looking statements. All statements other than statements of historical facts included in this announcement may be forward looking statements. Without limitation, any statements preceded or followed by or that include the words "targets", "goals", "should", "would", "could", "continue", "plans", "believes", "expects", "aims", "intends", "will", "may", "anticipates", "estimates", "hopes", "projects" or words or terms of similar substance or the negative thereof, are forward looking statements.
Such forward looking statements involve risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors could cause actual results to differ materially from those projected or implied in any forward looking statements. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward looking statements, which speak only as of the date hereof. Petra disclaims any obligation to update any forward looking or other statements contained herein, except as required by applicable law or regulation.
N.M. Rothschild & Sons Limited ("Rothschild & Co"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Petra and no one else in connection with the contents of this announcement and will not be responsible to anyone other than Petra for providing the protections offered to clients of Rothschild & Co nor for providing advice in relation to the subject matter of this announcement or any other matters referred to in this announcement.
Notice of Scheme Meeting
IN THE HIGH COURT OF JUSTICE
IN THE MATTER OF PETRA DIAMONDS US$ TREASURY PLC
IN THE MATTER OF THE COMPANIES ACT 2006
US$650,000,000 7.25 per cent. senior secured second lien notes due 1 May 2022 (the "Notes") issued by the Company.
NOTICE IS HEREBY GIVEN that, by an order dated 9 December 2020 made in the above matter, the High Court of England and Wales (the "Court") has directed that a meeting (the "Scheme Meeting") be convened of the Scheme Creditors (as such term is defined in the scheme of arrangement referred to below) of Petra Diamonds US$ Treasury plc (the "Company") for the purposes of considering and, if thought fit, approving (with or without modification, addition or condition approved or imposed by the Court and/or agreed by the Company) a scheme of arrangement proposed to be made between the Company and the Scheme Creditors (the "Scheme"). The Scheme forms an integral part of a wider restructuring of the Company's and its subsidiaries' financing arrangements (the "Restructuring").
The Scheme Meeting will be held at 11.00 a.m. (London time) on 8 January 2021 (or such other time or date as the Company may decide and notify to Scheme Creditors). The Scheme Meeting will not take place in a physical setting due to COVID-19 restrictions; the Scheme Meeting will be held virtually via Zoom.
All Scheme Creditors are requested to attend the Scheme Meeting via Zoom, either personally, by a duly authorised representative if a corporation, or by proxy.
The Record Time for the Scheme is 5.00 p.m. (New York time) on 6 January 2021.
A copy of the Scheme and a copy of the statement required to be furnished pursuant to section 897 of the Companies Act (the "Explanatory Statement") are incorporated in the document of which this notice forms part.
Holders of the Notes ("Noteholders") who are Scheme Creditors may vote at the virtual Scheme Meeting in person or by a duly authorised representative, if a corporation, or they may appoint another person, whether a Scheme Creditor or not, as their proxy to attend and vote in their place. Noteholders may appoint proxies to vote at the Scheme Meeting by filling out section 2 (Voting and Elections) of part 2 of the relevant Account Holder Letter (as defined in the Scheme). If a Noteholder is a corporation, it must appoint an authorised representative or proxy to vote on its behalf at the Scheme Meeting by filling out section 2 (Voting and Elections) of part 2 (Voting and Elections) of the relevant Account Holder Letter in order to be entitled to vote at the Scheme Meeting. Noteholders may appoint the Chairman of the Scheme Meeting as a proxy to vote on their behalf.
To avoid double counting, the Trustee for the Notes has confirmed in writing that it will not exercise any voting rights to which it may be entitled as a Scheme Creditor. This has been done to ensure an orderly voting procedure and is considered by legal advisers to the Company to represent market practice in this type of situation.
On following the meeting virtual link, Scheme Creditors will be kept in a virtual "waiting room" initially. You or the proxy attending the Scheme Meeting on your behalf will be required to verify your entitlement to attend the Scheme Meeting as a Scheme Creditor before you will be granted access to the Scheme Meeting.
Each Scheme Creditor or proxy will be required to register its attendance at the Scheme Meeting prior to the commencement of the Scheme Meeting. Registration will commence at 9.00 am(London time) on the date of the Scheme Meeting and each Scheme Creditor and each proxy must be registered no later than 30 minutes prior to the commencement of the Scheme Meeting.
In order to vote on the Scheme and attend the virtual Scheme Meeting (in person, by a duly authorised representative of a corporation, or by proxy), Scheme Creditors who are Noteholders must ensure that an Account Holder Letter is completed, delivered to and received by the Information Agent in accordance with the instructions set out in the relevant Account Holder Letter before 5.00 p.m. (London time) on 5 January 2021.
The Scheme, the Explanatory Statement and the Account Holder Letters will be available to download from the Scheme Website on www.lucid-is.com/petradiamonds/ (the "Scheme Website") on 10 December 2020 and thereafter.
By the order referred to above, the Court has appointed Richard Duffy or, failing him, Jacques Breytenbach to act as chairman of the Scheme Meeting and has directed the chairman to report the result of the Scheme Meeting to the Court.
The Scheme will be subject to the subsequent approval of the Court and will be conditional on all other elements of the Restructuring being effected.
As at the date of this notice, holders of the Notes representing approximately 94.92 per cent. in value of the Notes have entered into a Lock-Up Agreement in support of the terms of the Scheme.
For further information of a general nature regarding the scheme please contact Rothschild & Co, the Company's financial advisers, and for further information on the voting procedure please contact Lucid Issuer Services Limited, the information agent, using the following contact details:
Rothschild & Co as the Company's Financial Adviser
Telephone: +44 20 7280 5506
Attention: Glen Cronin & Mahir Quraishi
Lucid Issuer Services Limited as the Information Agent
Telephone: +44 20 7704 0880
Facsimile: +44 20 3004 2590
Scheme Website: www.lucid-is.com/petradiamonds/
Attention: Oliver Slyfield / David Shilson
Ashurst LLP as the Company's Solicitors
Telephone: +44 20 7638 1111
Attention: Giles Boothman
Dated 10 December 2020
Petra Diamonds US$ Treasury plc
This notice is neither an offer to purchase nor a solicitation of an offer to sell securities. The Scheme is not being made to any person in any jurisdiction in which the making of the Scheme would not be in compliance with the securities or other laws of such jurisdiction. The securities referred to herein have not been and will not be registered under the US Securities Act of 1933, as amended (the "US Securities Act") and any issuance of new securities pursuant to the Scheme will be made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act.
Statements contained herein may constitute "forward-looking statements". Forward-looking statements are generally identifiable by the use of the words "may", "will", "should", "aim", "plan", "expect", "anticipate", "estimate", "believe", "intend", "project", "goal" or "target" or the negative of these words or other variations on these words or comparable terminology.
Forward-looking statements involve a number of known and unknown risks, uncertainties and other factors that could cause the Company's or its industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. The Company does not undertake publicly to update or revise any forward-looking statement that may be made herein, whether as a result of new information, future events or otherwise.
No party accepts any responsibility or liability whatsoever for any loss or damage occasioned to any person arising out of the process described in this notice.