Mourant Ozannes advises on hostile takeover

Posted: 06/10/2017

Mourant Ozannes has advised Guernsey-based Pallinghurst Resources on its acquisition of AIM-listed Gemfields by way of a hostile contractual takeover. 

Pallinghurst, which is listed on the Johannesburg Stock Exchange and Bermuda Stock Exchange, is a natural resources company focused on coloured gemstones, platinum group metals and steel-making materials. 

It already held a 47 per cent majority stake in Gemfields, a gemstone producing company headquartered in London, which wholly owns jewellery retailer Fabergé.

Under the terms of the takeover bid, Pallinghurst acquired the remaining 53 per cent by offering Gemfields shareholders 1.91 Pallinghurst share per Gemfields share, valuing Gemfields at £215 million.

The transaction became contested when Chinese-based Fosun Gold launched a rival cash bid offering a premium to the offer made by Pallinghurst. However, the rival offer from Fosun Gold lapsed and Pallinghurst's takeover bid went unconditional, following overwhelming shareholder approval of the transaction on 26 June.

Mourant Ozannes Partner John Rochester led the team advising Pallinghurst, assisted by Counsel Alex Davies and Associate Alana Nisbet. 

Pallinghurst is also advised by White & Case in London, which project-led the transaction, and ENSafrica in Johannesburg.

Pallinghurst has de-listed Gemfields from the LSE and will operate the business as part of the newly formed consolidated group, enabling Gemfields to perform to its full potential and materially improve trading liquidity.


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