TIDMAFD
RNS Number : 8841W
African Diamonds PLC
26 November 2010
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 all 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:
Votes Against The
Total Votes Votes For The Scheme Scheme
No. of No. of
No. of No. of Scheme No. of Scheme
No. of Scheme Scheme Shares Scheme Shares
Scheme Shares Shareholders Represented Shareholders Represented
Shareholders Represented (and %) (and %) (and %) (and %)
Totals
in
person
and by 51,471,266 1.000
proxy 109 51,472,266 107 (98.2%) (100.0%) 2 (1.8%) (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 20 December 2010
the Scheme (including the Capital Reduction
and the Demerger Reduction)
Effective Date 20 December 2010
Date of registration of the Court Order 20 December 2010
with the Registrar of Companies
Cancellation of admission to trading on 7.00 a.m. 21 December
AIM of AFD Shares 2010
Latest date of dispatch of certificated 4 January 2011
BD Shares
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) were 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 Exchange's
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 Company's
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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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