🕐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.



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