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

[email protected]

   

 

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.