Petra Diamonds Ltd - Publication of Revised Notice of Annual General Meeting
14 October 2024 LSE: PDL
(Petra
or the
Company)
Publication of Revised Notice of Annual General Meeting
Further to the Company’s announcement on
The Revised Notice of AGM will be
posted to shareholders on 15
One of the additional ordinary resolutions contained in the Revised Notice of AGM is resolution number 13 which will, if passed, amend Bye-law 82 (Takeover Provisions) of the Company’s Bye-Laws.
The effect of the proposed amendment to Bye-law 82.1 is, in summary, to increase the control threshold at and above which acquisitions of interests in shares are currently prohibited under the Bye-laws (unless they comprise Permitted Acquisitions, as such term is defined in the Bye-laws) from 30 per cent. to 35 per cent. No other changes to Bye-law 82 or any of the Company's other Bye-laws are proposed. Further details on the purpose and effect of Bye-law 82 can be found in the Notice of AGM.
The proposed amendment to Bye-law 82 will enable a shareholder potentially to acquire a holding of up to 35 per cent. of the Company's shares without being obliged to make a mandatory offer for the remaining shares or otherwise obtaining the prior consent of the Board. Acquisitions above this level will remain prohibited under Bye-law 82, unless they comprise Permitted Acquisitions, on the same basis as that are currently prohibited under the Bye-laws.
The Board considers that if Bye-law 82 is amended in this way, the increased ability of shareholders to acquire higher volumes of shares in the Company will be beneficial to the Company by helping to address the negative impact on the Company's share price caused by persistent selling by investors who are not natural long term holders of the Company’s shares.
If approved, the amendment to Bye-law 82 will allow any person who acquires up to 35 per cent. of the Company's shares to acquire a greater proportion of the Company's share capital than they are currently permitted to acquire under the Bye-laws, and with that a greater proportion of the voting rights exercisable at general meetings of the Company. The Directors are satisfied, however, that this will not result in the Company being unable to carry on its business independently from any such person.
It is further noted that the Company’s largest three shareholders as at the date of this announcement were:
Shareholder % of issued share capital heldThe Terris Fund , SPC 29.49%Azvalor Asset Management SGIIC SA 18.73%José-Manuel Vargas 11.39%
A copy of the Company’s existing Bye-Laws can be found on the Company’s website at: https://www.petradiamonds.com/about-us/corporate-governance/ .
The two further additional ordinary resolutions contained in the Revised Notice of AGM are resolutions 11 and 12 which are advisory votes which provide shareholders with the opportunity to vote on their support for:
-- the appointment of Amre Youness as Board observer with effect from 1 May
2024 at the request of Petra’s largest shareholder, Terris Fund SPC; and
-- the appointment of Alex Watson as Board observer with effect from 17
February 2024 at the request of Franklin Templeton who hold
approximately 5.03% of Petra’s shares as at the date of this
announcement.
These appointments were made pursuant to contractual rights agreed between the Company and each of Terris and
In accordance with Listing Rule 9.6.1, a copy of the revised Notice of AGM will be submitted to the
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FURTHER INFORMATION
ABOUT
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 is quoted with a premium listing on the Main Market of the
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