After the General Body of Pallinghurst gave a mandate in favour of restructuring of the Company and the acquisition of Gemfields plc, the Company says that “Pallinghurst’s life is now extended by 50 years” and it is set “to become an operating mining company (subject to the applicable regulatory provisions)”.

Accordingly, Pallinghurst announced recently that “it has terminated the existing Investment Management Agreement for no consideration and the Investment Manager’s Benefit and all carried interest arrangements will cease”.

“Brian Gilbertson as Executive Chairman, Arne H. Frandsen as Chief Executive and Andrew Willis as Finance Director have each provided a renewed five-year commitment to Pallinghurst,” the Company declared. “In addition, Sean Gilbertson has been appointed as the Chief Investment Officer and Priyank Thapliyal as the Chief Operating Officer and have provided the same commitment.” The Company also said that the Pallinghurst executive management will lead operations in London, South Africa, Zambia and Mozambique, with dedicated teams in the field.

Clive Harris and Stuart Platt-Ransom have resigned as independent non-executive Directors and from all Board committees with effect from 11 July 2017. They were both, in these roles for ten years. Lumkile Mondi has been appointed as a member of each: the Audit Committee, Nomination Committee and Remuneration Committee.

“Furthermore, subject to the relevant regulatory approvals, Sean Gilbertson and Priyank Thapliyal have been appointed as executive Directors of the Company and Erich Clarke and Kwape Mmela as independent non-executive Directors,” the Company said.

Pallinghurst added: “Bringing the CEOs of three of the Company’s businesses onto the Board will secure additional hands-on experience and expert knowledge of Pallinghurst’s assets.

The Company also said that almost 90% of Gemfields shareholders have now accepted into the Pallinghurst offer made on May 19, 2017,  to acquire the entire issued and to be issued share capital of Gemfields.

“Gemfields will be delisted from AIM by the end of July and Pallinghurst intends to exercise its rights to compulsorily acquire all remaining Gemfields shares, subject to reaching the requisite threshold,” Pallinhurst announced. “Pallinghurst will now review the Gemfields business model following discussions with Gemfields’ management, in line with the intentions detailed in the offer document. Pallinghurst intends to integrate the business of Gemfields to maximise cost savings, unlock value for Pallinghurst shareholders and develop Gemfields in full as the De Beers of coloured gemstones.”

Chairman Brian Gilbertson commented: “We thank Clive Harris and Stuart Platt-Ransom for their ten years’ service to the Company. Their input and contributions were outstanding, and contributed significantly to creating the new Pallinghurst. In advance of yesterday’s annual general meeting, certain shareholders had voiced the desire to vote against the two gentlemen’s reappointment. We shall seek to engage promptly with those shareholders, to establish and address their concerns. As an operating mining company, Pallinghurst will participate in regular shareholder interaction. Management is fully committed to unlocking the significant and full value potential of Pallinghurst for the benefit of all shareholders”.

Chief Executive Arne H. Frandsen added: “The revitalisation of Gemfields’ operations is urgently needed given Gemfields’ tight financial circumstances. It is therefore Pallinghurst’s objective to facilitate the handover in a quick and seamless way to provide operational stability and retain shareholder value. With debt levels at Gemfields at an all-time high, the need for conservative financial management is evident. That said, further investments in the operations will be sought to secure profitable expansion and growth as stated in our offer document as we develop Gemfields fully as the De Beers of coloured gemstones. We look forward to keeping shareholders updated on our continued actions, exclusively aimed at creating and preserving shareholder value across our investment platforms.”