REG - Petra Diamonds Ltd - Board Changes

Petra DiamondsAnnouncement

20/12/2023 07:15

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RNS Number : 3809X  Petra Diamonds Limited  20 December 2023

 

 20 December 2023   LSE: PDL

 

Petra Diamonds Limited

("Petra" or the "Company" or the "Group")

 

Board Changes

 

Petra today announces a series of changes that will result in a smaller and
more efficient Petra Board.  Once these changes take effect, Petra's Board
will reduce from eight to seven Directors, having been ten Directors
immediately prior to the Company's AGM last month.

These changes are a small but important part of the ongoing cost saving
measures that are being implemented across the Group to provide further
flexibility should prevailing market conditions continue and also in response
to feedback from shareholders.  The changes outlined below (including the
reduction in the Board from ten to seven Directors; the merger of the
Sustainability and Health & Safety Committees; and the Chair and
Non-Executive Director ("NED") fee reductions) will, once effective, reduce
Petra's Board fees by at least c. 25% on an annualised basis.

·     Jon Dudas will step down from the Board in his role as independent
NED (and therefore as a member of the Company's Audit & Risk,
Remuneration, Nomination and Investment Committees) with effect from 17
February 2024 but will assume the role of Board advisor for 6 months until 17
August 2024. Jon's advisor fee will be less than the reduced basic annual fee
for NEDs over this period.

·     Alex Watson will step down from the Board in her role as a
non-independent NED (and therefore as a member of the Company's Sustainability
and Investment Committees) also with effect from 17 February 2024 but will
assume the role of Board Observer with effect from this date.

Alex was appointed as a non-independent Non-Executive Director on 1 July 2021,
having been nominated by Franklin Templeton pursuant to a Nomination Agreement
that was entered into following the successful completion of the
recapitalization of the Company.  The Nomination Agreement gives Franklin
Templeton the right to nominate an Observer to Petra's Board, with the
Observer being entitled to attend but not vote at Board meetings.  While
Franklin Templeton does not currently intend to nominate a Director to replace
Alex, it retains the right to do so under the Nomination Agreement. Alex's
annual fee as an Observer will be less than the reduced basic annual fee for
NEDs.

 

·     José Manuel Vargas has been appointed as a non-independent NED of
the Company, effective 1 January 2024.  José Manuel is a significant
shareholder of Petra, currently holding c. 8.57% of Petra's issued share
capital.

José Manuel is currently Executive Chairman and CEO of MAXAM, one of the
world's largest explosives manufacturers, having been appointed in 2020. In
addition, José Manuel also serves on the Board of Directors of Fluidra S.A.
(since 2018) and is a Senior Advisor to Rhone Capital, having previously been
a Managing Director.  With effect from 1 January 2024, José Manuel will step
down from his role as CEO of MAXAM (remaining Chairman) and resume his
position as Managing Director of Rhone Capital.

José Manuel was previously the Chairman and CEO of Aena SME, S.A. leading its
restructuring, partial privatization and IPO in 2015. Prior to joining Aena,
he held senior management positions at Vocento S.A., where he served as CFO
until his promotion to CEO. Before his tenure in the communications sector, he
was the CFO and General Secretary of JOTSA (part of the Philipp Holzmann
Group). Mr. Vargas has also served on several other Boards of Directors,
including Aena, Vocento, Diario ABC, Cadena COPE, Net TV, Diario El Correo and
Wellbore Integrity Solutions.

José Manuel, a Spanish citizen, holds a degree in Economics and Business
Sciences from the Complutense University of Madrid, a degree in Law from UNED
and is a Chartered Accountant.

 

·     New Safety, Health & Sustainability Committee: with effect from
1 January 2024, the Company's Sustainability and Health & Safety
Committees will be merged to form a single Safety, Health & Sustainability
Committee that will be Chaired by Lerato Molebatsi, the current Sustainability
Committee Chair. The merger of these Committees will make the Board more
efficient and result in one less Chair fee, without impacting the importance
of health and safety matters at Petra which remain a key focus.  Members of
this Committee will be Lerato Molebatsi (Committee Chair), Varda Shine (Board
Chair), Richard Duffy (CEO) and Bernie Pryor (SID and current Health &
Safety Committee Chair).

 

·     Remuneration Committee Chair: following the Board changes that took
effect immediately after the Company's AGM on 14 November 2023, which saw
Varda Shine appointed as Chair and Bernie Pryor as Senior Independent Director
("SID"), Bernie Pryor will become Chair of the Remuneration Committee, with
Varda stepping down from this role.  Bernie has been a member of the
Remuneration Committee since he joined Petra's Board in 2019 and for six years
he was Chair of the Remuneration Committee of MC Mining Limited, listed on the
London and Johannesburg Stock Exchanges.  This change will also become
effective on 1 January 2024.

 

·     Chair and NED fees: the Chair's fee and the NED fees (including the
SID fee, Committee Chair fees and basic Non-Executive Director fees) will all
be reduced by 5%, with effect from 1 January 2024, apart from the
Sustainability, Health & Safety Committee Chair fee which will be slightly
increased to match the Audit & Risk and Remuneration Committee Chair fees
and reflect the increased responsibilities of the Safety, Health &
Sustainability Committee.

 

Varda Shine, Non-Executive Chair of Petra Diamonds commented:

"We very much appreciate the contributions Jon has made to the Board during
his tenure and we look forward to him starting his role as Board advisor,
noting Jon's considerable experience across the mining and resources sectors,
particularly on strategic matters.

 

We also thank Alex for her contributions as a Director and welcome her in her
new role as an Observer - Petra is fortunate to have someone with Alex's
wealth of experience continuing to provide input to the Board in this new
capacity.

 

I am delighted to welcome José Manuel to the Petra Board.  We look forward
to drawing on José Manuel's extensive executive and Board experience across a
range of sectors. José Manuel will provide valuable commercial and
entrepreneurial perspectives to the Board during these challenging market
conditions.

 

I believe the changes announced today will result in a lower cost, more
efficient and right-sized Board which has an appropriate balance of skills and
experience."

 

~ Ends ~

For further information, please contact:

 

Petra Diamonds,
London
Telephone: +44 20 7494 8203

Patrick
Pittaway
investorrelations@petradiamonds.com
(mailto:investorrelations@petradiamonds.com)

Julia Stone

Kelsey Traynor

 

Financial PR (Camarco)

Gordon
Poole
Telephone: +44 20 3757 4980

Owen
Roberts
petradiamonds@camarco.co.uk (mailto:petradiamonds@camarco.co.uk)

Elfie
Kent

 

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 three underground mines in South Africa
(Finsch, Cullinan Mine and Koffiefontein) and one open pit mine in Tanzania
(Williamson).  The Koffiefontein mine is currently on care and maintenance in
preparation for sale or closure.

 

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 London Stock
Exchange under the ticker 'PDL'. The Company's loan notes due in 2026 are
listed on the Irish Stock Exchange and admitted to trading on the Global
Exchange Market. For more information, visit www.petradiamonds.com.

 

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