In case you missed it last night27 Mar 2018 08:35
RNS Number : 9773I
Stellar Diamonds PLC
26 March 2018
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM THE UNITED STATES OF AMERICA, CANADA, JAPAN, OR THE REPUBLIC OF SOUTH AFRICA, OR IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION. SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.
THE FOLLOWING ANNOUNCEMENT IS NOT A PROSPECTUS OR PROSPECTUS EQUIVALENT DOCUMENT AND INVESTORS SHOULD NOT MAKE ANY INVESTMENT DECISION IN RELATION TO NEWFIELD RESOURCES LIMITED SHARES EXCEPT ON THE BASIS OF THE INFORMATION IN THE SCHEME CIRCULAR WHICH IS PROPOSED TO BE PUBLISHED IN DUE COURSE.
26 March 2018
Recommended Offer
for
Stellar Diamonds plc ("Stellar")
by
Newfield Resources Limited ("NWF")
to be effected by means of a scheme of arrangement under Part 26 of the Companies Act 2006
POSTING OF SCHEME CIRCULAR
Further to the announcement on 12 March 2018 pursuant to Rule 2.7 of the Takeover Code regarding the terms of a recommended Combination of Stellar with NWF, pursuant to which NWF will acquire the entire issued and to be issued ordinary share capital of Stellar in exchange for New NWF Shares, implemented by means of a Court-sanctioned scheme of arrangement of Stellar under Part 26 of the Companies Act, the Stellar Directors are pleased to confirm that the Scheme Circular will be posted to Stellar Shareholders later today. Capitalised terms used in this announcement have the same meaning as in the Scheme Circular.
In order for it to become effective and as described in the Scheme Circular, in addition to requiring the sanction of the Court, the Scheme requires the approval of Scheme Shareholders at the Court Meeting and at the General Meeting. Notices convening the Court Meeting and the General Meeting to be held on 19 April 2018 at 10.00 a.m. and 10.15 a.m., respectively, at the offices of Gowling WLG at 4 More London Riverside, London, SE1 2AU United Kingdom, accompany the Scheme Circular.
SUMMARY OF THE TERMS OF THE COMBINATION
Under the terms of the Combination, each Stellar Shareholder will be entitled to receive:
for each Stellar Share: 0.7622 of a New NWF Share ("Scheme Ratio")
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Subject to the approval of the Scheme Shareholders, the sanction of the Court and the satisfaction or waiver of the other conditions to which the Scheme is subject, it is expected the Scheme will become effective in on 26 April 2018. The expected timetable of principal events for the implementation of the Combination is set out below.
The following indicative timetable sets out expected dates for the implementation of the Scheme. If any of the dates and/or times in this expected timetable change, the revised da