Results of Special General Meeting
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| 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.
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 |
- All references to time in this timetable are to London, UK time unless otherwise stated.
- 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.
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