Share Price | Pallinghurst Resources Limited: JSE:PGL ZAc 264 -9 (-3.30%)
NAV Per Share: ZAc 661 (as at 31 December 2016)

Gemfields Offer

Disclaimer

ACCESS TO THIS AREA OF THE WEBSITE MAY BE RESTRICTED UNDER SECURITIES LAWS IN CERTAIN JURISDICTIONS. THIS NOTICE REQUIRES YOU TO CONFIRM CERTAIN MATTERS (INCLUDING THAT YOU ARE NOT RESIDENT IN SUCH A JURISDICTION), BEFORE YOU MAY OBTAIN ACCESS TO THE INFORMATION ON THIS AREA OF THE WEBSITE. THESE MATERIALS ARE NOT DIRECTED AT OR TO BE ACCESSED BY PERSONS RESIDENT IN ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION OR WOULD RESULT IN A REQUIREMENT TO COMPLY WITH ANY CONSENT OR OTHER FORMALITY WHICH PALLINGHURST RESOURCES LTD REGARDS AS UNDULY ONEROUS.

You are attempting to enter the area of this website that is designated for the publication of documents and information in connection with the proposed offer pursuant to which Pallinghurst Resources Ltd (“Pallinghurst Resources”) may acquire the entire issued share capital of Gemfields plc (“Gemfields”) (the “Offer”) to be implemented by means of an offer. The information contained in this website is made available in good faith and for information purposes only and is subject to the terms and conditions set out below. In particular, the information contained in this website does not constitute an offer to sell or otherwise dispose of or any invitation or solicitation of any offer to purchase or subscribe for any securities pursuant to the Offer or otherwise in any jurisdiction in which such offer or solicitation is unlawful.

The full terms and conditions of the Offer will be set out in the formal Offer Document. In deciding whether or not to accept the Offer, shareholders of Gemfields should rely only on the information contained and procedures described in the formal Offer Document.

The Offer shall be subject to the applicable requirements of the City Code on Takeovers and Mergers (the “Takeover Code”), the Panel on Takeovers and Mergers (the “Panel”), London Stock Exchange plc (the “London Stock Exchange”), the Financial Conduct Authority and the UK Listing Authority.

Terms defined in the announcement of the Offer dated 18 May 2017 shall have the same meaning when used in this notice.

Access to the Website

If you would like to view this area of the website, please read this notice carefully. This notice applies to all persons who view this area of the website and, depending on where you are located, may affect your rights or responsibilities. Pallinghurst Resources reserves the right to amend or update this notice at any time and you should, therefore, read it in full each time you visit this area of the website. In addition, the contents of this area of the website may be amended at any time in whole or in part at the sole discretion of Pallinghurst Resources.

Overseas Persons

As a consequence of legal restrictions, the release, publication or distribution of information contained on this area of the website in certain jurisdictions or to certain persons may be restricted or unlawful. All persons resident or located outside the United Kingdom who wish to view this area of the website must first satisfy themselves that they are not subject to any local requirements that prohibit or restrict them from doing so and should inform themselves of, and observe, any applicable legal or regulatory requirements applicable in their jurisdiction. If you are resident or located in a country that renders the accessing of this area of the website or parts thereof illegal, whether or not subject to making certain notifications or taking other action, you should not view this area of the website.

It is your responsibility to satisfy yourself as to the full observance of any relevant laws and regulatory requirements. If you are in any doubt, you should not continue to seek to access this area of the website.

You should not forward, transmit or show the announcements, information or documents contained in this area of the website to any person. In particular, you should not forward or transmit the announcements, information or documents contained therein to any jurisdiction where it would be unlawful to do so.

Unless otherwise determined by Pallinghurst Resources or required by the Takeover Code, and permitted by applicable law and regulation, the Offer shall not be made available, directly or indirectly, in, into or from a jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour of the Offer by any such use, means, instrumentality or form within a jurisdiction if to do so would constitute a violation of the laws of that jurisdiction.

Forward Looking Statements

This area of the website contains “forward-looking statements”. These statements are based on the current expectations of the management of Pallinghurst Resources and are naturally subject to uncertainty and changes in circumstances. The forward-looking statements contained in this area of the website include statements relating to the expected effects of the Offer on Pallinghurst Resources and Gemfields, the expected timing and scope of the Offer, and other statements other than historical facts.

Forward-looking statements include, without limitation, statements typically containing words such as “intends”, “expects”, “anticipates”, “targets”, “estimates”, “plans”, “strategy”, “will”, “should”, “may” and words of similar import. These forward looking statements are not guarantees of future performance. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by such forward-looking statements. These factors include, but are not limited to, the satisfaction of the conditions to the Offer, and Pallinghurst Resources’s ability successfully to integrate the operations and employees of Gemfields, as well as additional factors, such as changes in economic conditions, changes in the level of capital investment, success of business and operating initiatives, costs associated with research and development, changes in the prospects for products in the research and development pipeline of Pallinghurst Resources or Gemfields, changes in the regulatory environment, fluctuations or interest and exchange rates, government actions and natural phenomena such as floods, earthquakes and hurricanes. Other unknown or unpredictable factors could cause actual results to differ materially from those in the forward-looking statements. Pallinghurst Resources does not undertake any obligation to update publicly or revise forward-looking statements, whether as a result of new information, future events or otherwise, except to the extent legally required.

Given these risks and uncertainties, investors should not place undue reliance on forward-looking statements as a prediction of actual results. Neither Pallinghurst Resources nor any of its affiliated companies undertakes any obligation to update or revise forward-looking statements, whether as a result of new information, future events or otherwise, except to the extent legally required.

Responsibility

In relation to any document, announcement or information contained in this area of the website, the only responsibility accepted by the directors of Pallinghurst Resources (the “Responsible Persons”) is for the correctness and fairness of its reproduction or presentation, unless the responsibility statement in any relevant document expressly provides otherwise.

None of the Responsible Persons, Pallinghurst Resources or its affiliated companies have reviewed and none of them is responsible for, or accepts any liability in respect of, any information on any other website that may be linked to this website by a third party.

The documents included in this area of the website speak only at the specified date of the relevant document and neither Pallinghurst Resources nor any of its affiliated companies has or accepts any responsibility or duty to update such documents (other than to the extent such duty arises as a matter of law).

If you are in any doubt about the contents of this area of the website or the action you should take, you should seek your own financial advice from an independent financial adviser authorised under the Financial Services and Markets Act 2000 or, if you are located outside the United Kingdom, from an appropriately authorised independent financial adviser.

THE DOCUMENTS IN THIS AREA OF THE WEBSITE MAY NOT BE DOWNLOADED, FORWARDED, TRANSMITTED OR SHARED WITH ANY OTHER PERSON EITHER IN WHOLE OR IN PART WHERE TO DO SO WOULD OR MAY CONSTITUTE A BREACH OF ANY APPLICABLE LOCAL LAWS OR REGULATIONS.

Electronic versions of these materials are not directed at or accessible by persons resident in any jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction.

This notice shall be governed by, and interpreted in accordance with, English law.

Confirmation of Understanding and Acceptance of Disclaimer

  • I certify that I am not (nor do I act on behalf of someone who is) resident in any country that renders the accessing of this area of the website or parts thereof illegal.
  • I agree that I will not forward, transfer or distribute (by any means including by electronic transmission) any documents included in this area of the website either in whole or in part to any person in any jurisdiction where such distribution may be restricted by applicable law or regulation.
  • I represent and warrant to Pallinghurst Resources that I intend to access this area of the website for information purposes only, that I have read and understood this notice and that I understand that it may affect my rights or responsibilities.
  • I agree to be bound by the terms of this notice and I confirm that I am permitted to proceed to this part of the website.