🕐26.11.10 - 13:54 Uhr
African Diamonds PLC - Offer Update: Results of Court Meeting and General Meeting
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN,
INTO OR FROM ANY JURISDICTION WHERE TO DO THE SAME WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
26 November 2010
African Diamonds PLC
("African Diamonds" or the "Company")
Offer Update: Results of Court Meeting and General Meeting
In respect of the recommended all share offer for African Diamonds by
Lucara Diamond Corp.
("Lucara"), the directors of African Diamonds are
pleased to announce that AFD Shareholders approved the Scheme and
related matters at the Court Meeting and General Meeting held earlier
today.
For the avoidance of doubt, defined terms in this announcement have the
same meaning as those in the Scheme Document.
At the Court Meeting, a majority in number of Scheme Shareholders who
voted, either in person or by proxy, representing over 75 per cent.
in
value of all Scheme Shares voted by those Scheme Shareholders, voted in
favour of the Scheme, and accordingly the resolution was duly passed.
The voting of those Scheme Shareholders who cast votes either in person
or by proxy at the Court Meeting was as follows:
Total Votes
Votes For The Scheme
Votes Against The Scheme
No.
of Scheme Shareholders
No.
of Scheme Shares Represented
No.
of Scheme Shareholders (and %)
No.
of Scheme Shares Represented (and %)
No.
of Scheme Shareholders (and %)
No.
of Scheme Shares Represented (and %)
Totals in person and by proxy
109
51,472,266
107 (98.2%)
51,471,266 (100.0%)
2 (1.8%)
1.000 (0.0%)
John Teeling, Chairman, commented "I am pleased that the shareholders
have resoundingly voted in support of the sale of African Diamonds to
Lucara.
The transaction should complete in early January 2011 when
shareholders will receive both their Lucara and Botswana Diamonds
shares.
We hope to list Botswana Diamonds on AIM during January 2011".
In order to become effective in accordance with its terms, the Court
must now sanction the Scheme and confirm the Capital Reduction and
Demerger Reduction at the Court Hearing, scheduled to take place on 20
December 2010.
It is expected that the trading on AIM of AFD Shares will be suspended
from 7.30a.m.
on the date of the Court Hearing, and following the
sanction of the Scheme and confirmation of the Capital Reduction by the
Court, it is expected that the cancellation of trading on AIM in AFD
Shares will take place at 7.00 am on 21 December 2010.
Therefore, the
last day of dealings in AFD Shares is expected to be 17 December 2010.
Expected timetable of events
If any of these expected dates change, African Diamonds will give notice
of the change by issuing an announcement through a Regulatory
Information Service.
An expected timetable of principal events is set
out below:
Last day of dealings in AFD Shares
17 December 2010
Scheme Record Time
6.00 p.m.
on 17 December 2010
Suspension of trading on AIM of AFD Shares
7.30 a.m.
on 20 December 2010
Court Hearing to approve and sanction the Scheme (including the Capital
Reduction and the Demerger Reduction)
20 December 2010
Effective Date
20 December 2010
Date of registration of the Court Order with the Registrar of Companies
20 December 2010
Cancellation of admission to trading on AIM of AFD Shares
7.00 a.m.
21 December 2010
Latest date of dispatch of certificated BD Shares
4 January 2011
Latest date for issuance of Lucara Shares
4 January 2011
CREST accounts credited with BD Shares
4 January 2011
General Meeting
At the General Meeting, the special resolutions proposed to approve the
Scheme, the associated Capital Reduction and certain other matters in
connection with the Scheme (including the Demerger Reduction and
repayment of capital to Scheme Shareholders by the allotment and issue
of BD Shares, and certain amendments to African Diamonds articles of
association) was duly passed on a show of hands.
Cancellation of trading in AFD Shares on AIM
As noted above, prior to the Scheme becoming effective, African Diamonds
will make an application to the London Stock Exchange for the
cancellation of the AFD Shares from trading on AIM.
Accordingly, if the
Scheme is sanctioned by the Court and the other conditions to the Scheme
(other than the conditions relating to delivery of the Court Order to
the Registrar of Companies) are waived or satisfied, it is expected that
the AFD Shares will cease to be quoted on AIM and traded on the London
Stock Exchanges market for AIM quoted securities on or before 7.00 a.m.
on 21 December 2010 and that the last day of dealings in, and for
registrations of transfers of AFD Shares will be 17 December 2010.
Copies of the resolutions passed at the Meetings, the Companys amended
articles of association and the Scheme Document are available for
inspection at the offices of finnCap Limited at 60 New Broad Street,
London, EC2M 1JJ and will be published on African Diamonds website:
http://www.afdiamonds.com.
For further information please contact:
African Diamonds Plc
John Teeling
Tel: +353 1 833 2833
James AH Campbell
Tel: +27 83 457 3724
finnCap
Matthew Robinson
Tel: +44 207 600 1658
Henrik Persson
College Hill
Nick Elwes
Tel: +44 207 457 2020
www.afdiamonds.com
This announcement is made by African Diamonds and is not intended to,
and does not, constitute or form any part of an offer to sell or an
invitation to purchase or subscribe for any securities or the
solicitation of any vote for approval in any jurisdiction, nor shall
there be any sale, issuance or transfer of the securities referred to in
this announcement in the United States or any jurisdiction in
contravention of applicable law.
The Offer has been made solely on the
basis of the Scheme Document, which contains the full terms and
conditions of the Offer.
The Scheme Document has been posted to those
shareholders able to receive it.
Any response in relation to the Offer
should be made only on the basis of the information in the Scheme
Document.
AFD Shareholders are advised to read the formal documentation received
by them in relation to the Offer carefully as it contains important
information.
Whether or not certain AFD Shares were voted at the Court Meeting or the
General Meeting, if the Scheme becomes effective those AFD Shares will
be cancelled pursuant to the Scheme in return for 0.8 of a Lucara Share
(credited as fully paid up and rounded down to the nearest whole number)
and one (1) BD Share.
The availability of the Offer to AFD Shareholders who are not resident
in and citizens of the United Kingdom may be affected by the laws of the
relevant jurisdictions in which they are located or of which they are
citizens.
Such persons should inform themselves of, and observe, any
applicable legal or regulatory requirements of their jurisdictions.
Further details in relation to overseas shareholders are contained in
the Scheme Document.
To the extent that the Offer is effected by way of the Scheme, the
Lucara Shares to be issued to AFD Shareholders under the Scheme have not
been, and will not be, registered under the US Securities Act, or under
the securities laws of any state, district or other jurisdiction of the
United States, the Republic of South Africa, Singapore, Canada or Japan.
These written materials are not an offer of securities for sale in the
United States.
Securities may not be offered or sold in the United
States absent registration under the US Securities Act or an exemption
therefrom.
Lucara has not registered and does not intend to register
any of the Lucara Shares under the US Securities Act.
finnCap, which is authorised and regulated in the United Kingdom by the
Financial Services Authority, is acting exclusively for African Diamonds
and no-one else in connection with the matters described in this
Announcement and will not be responsible to anyone other than African
Diamonds for providing the protections afforded to clients of finnCap
nor for providing advice in relation to the Acquisition or any other
matter described in this announcement.
Forward-Looking Statements
This announcement contains certain forward looking statements with
respect to the financial condition, results of operations and business
of African Diamonds and certain plans and objectives of the AFD
Directors with respect thereto.
These forward looking statements can be
identified by the fact that they do not relate only to historical or
current facts.
Forward looking statements often use words such as
"anticipate", "target", "expect", "estimate", "intend", "plan", "goal",
"believe", "will", "may", "should", "would", "could" or other words of
similar meaning.
These statements are based on assumptions and
assessments made by the AFD Directors in light of their experience and
their perception of historical trends, current conditions, expected
future developments and other factors they believe appropriate.
By their
nature, forward looking statements involve risk and uncertainty, because
they relate to events and depend on circumstances that will occur in the
future and the factors described in the context of such forward looking
statements in this announcement could cause actual results and
developments to differ materially from those expressed in or implied by
such forward looking statements.
Although the AFD Directors believe that
the expectations reflected in such forward looking statements are
reasonable, they can give no assurance that such expectations will prove
to have been correct and assume no obligation to update or correct the
information contained in this document and African Diamonds therefore
caution investors not to place undue reliance on these forward looking
statements which speak only as at the date of this announcement.
Nothing in this announcement is intended to be a profit forecast and the
statements in this announcement should not be interpreted to mean that
the earnings per Lucara Share or AFD Share for the current or future
financial periods will necessarily be greater than those for the
relevant preceding financial period.
The statements contained herein are made as at the date of this
announcement, unless some other time is specified in relation to them,
and the issue of this announcement shall not give rise to any
implication that there has been no change in the facts set forth herein
since that date.
Nothing contained herein shall be deemed to be a
forecast, projection or estimate of the future financial performance of
Lucara or African Diamonds except where otherwise stated.