Court Approves Acquisition of AFD by Lucara (3171Y)
2010年12月21日 - 1:51AM
RNSを含む英国規制内ニュース (英語)
TIDMAFD
RNS Number : 3171Y
African Diamonds PLC
20 December 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
20 December 2010
African Diamonds PLC ("African Diamonds" or the "Company")
Offer Update: Court Approves Lucara Acquisition of African
Diamonds and Demerger of Botswana Diamonds
The directors of African Diamonds are pleased to announce that
at the Court Hearing held earlier today, the Court approved the
Capital Reduction, the Demerger Reduction and sanctioned the Scheme
pursuant to which Lucara will acquire the entire issued share
capital of African Diamonds.
The Court Order has been delivered to the Registrar of Companies
and therefore the Scheme has become effective in accordance with
its terms and the acquisition of African Diamonds by Lucara (and
the Demerger) has been completed. As per the timetable notified on
26 November 2010, it is expected that the cancellation of the
admission of the AFD Shares will take place at 7a.m. tomorrow, 21
December 2010, and the latest date for dispatch of certificated
Botswana Diamond Shares or crediting of CREST accounts with
Botswana Diamond Shares, and issuance of Lucara Shares, is 4
January 2011.
John Teeling, Chairman, said:
"The deal is done. African Diamonds listed on AIM in July 2003
at 7p a share. As African Diamonds folds into Lucara, Botswana
Diamonds takes its place. Shareholders have done well; not only
have they a 26% stake in Lucara, which is developing both the AK6
and Mothae kimberlite discoveries, they also have stakes in two
other diamond ventures. Stellar Diamonds (AIM:STEL) is operating
mines in Guinea and Sierra Leone while Botswana Diamonds, with an
exciting exploration portfolio, expects to list on AIM and Botswana
in January 2011. I thank the many shareholders who have stuck with
us for seven years and I hope that we can enjoy success with the
new venture."
For the avoidance of doubt, defined terms in this announcement
have the same meaning as those in the Scheme Document.
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, Corporate Finance Tel: +44 207 600 1658
Henrik Persson
College Hill
Nick Elwes Tel: +44 207 457 2020
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, as a result of the Scheme becoming
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.
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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
ACQFEAFMSFSSELE
African Diamonds (LSE:AFD)
過去 株価チャート
から 5 2024 まで 6 2024
African Diamonds (LSE:AFD)
過去 株価チャート
から 6 2023 まで 6 2024