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3 Nov 2009 13:45
DiamondCorp plc ("DiamondCorp" or "the Company")
3 November 2009
Proposed Placing
DiamondCorp, the South African diamond mining and exploration company, is pleased to announce that in accordance with the general authority approved by shareholders at the annual general meeting held on 6 May 2009, the Company will place up to 6,000,000 fully paid ordinary shares ('new shares') of 3p par value for gross proceeds of up to £600,000.
The new shares represent 14.60% of the Company's issued share capital and will rank pari passu with all existing shares.
The Company has applied for the new shares to be listed on the JSE Limited ('JSE') and the AIM Market of the London Stock Exchange. The admission of the shares to trading on AIM is expected on Friday, 6 November 2009.
The shares have been placed at 10 pence per share (the equivalent of R1.27 per share) at the prevailing exchange rate of 12.68R to new and existing "public" shareholders within the meaning of paragraphs 4.25 and 4.26 of the Listings Requirements of the JSE, as well as directors of the Company.
The Directors of Diamondcorp, with the exception of the directors taking part in the Placing as set out below, consider, having consulted with the Nominated Adviser that the terms of the transaction are fair and reasonable insofar as shareholders are concerned.
The proceeds of the placing will be used to complete a drilling programme on the Company's Jwaneng South kimberlite exploration project in Botswana and for general working capital purposes.
The Company is paying to regulated firms placing the shares a 5% commission and a 5% broker warrant at the placing price exercisable at any time for 36 months after the issue date of the new shares. The broker warrant will be subject to shareholder approval at the next general meeting of shareholders.
Financial effects
The table below reflects the pro forma financial effects of the placement. This table has been prepared for illustrative purposes only in terms of the Listings Requirements of the JSE and therefore, due to its nature may not truly reflect DiamondCorp's financial position or results. The directors of DiamondCorp are responsible for the preparation of the pro forma financial effects.
|
Before issue of new shares (i) |
After issue of new shares (ii) |
% change (iii) |
|
|
Basic loss per share (pence) |
2.4 |
2.1 |
12.75 |
|
Headline loss per share (pence) |
2.4 |
2.1 |
12.75 |
|
Net asset value per share (pence) |
30.0 |
27.4 |
8.67 |
|
Tangible net asset value per share (pence) |
9.5 |
9.5 |
0.00 |
|
Number of shares in issue |
41,086,995 |
47,086,995 |
14.60 |
Notes
The "Before issue of new shares" figures are based on the DiamondCorp unaudited interim results for the six months ended 30 June 2009.
The "After issue of new shares" is based on the assumption that the Company issues 6,000,000 shares and that the issue of new shares was effective on 1 January 2009. It is assumed that the proceeds will be utilized for working capital and will therefore not affect earnings for the period.
The percentage change has been calculated on rounded numbers.
Additional Information
In accordance with Schedule 13.6 of the JSE Listing Rules, the Company provides the following additional information.
(a) The placing price is an average discount of 45% to the 30 trading price for the Company on the AIM Market of the London Stock Exchange.
(b) The shareholdings of the Directors participating in the placing prior to the issue of the new shares is:
Paul R. Loudon 1,798,052 4.37%
Euan A. Worthington 90,000 0.21%
Jonathan Willis-Richards 75,000 0.18%
The shareholdings of the Directors participating in the placing after the issue of the new shares will be:
Paul R. Loudon 2,088,052 4.40%
Euan A. Worthington 190,000 0.40%
Jonathan Willis-Richards 125,000 0.27%
(c) The working capital from this placing will allow the Company to meet its financial obligations for the remainder of the financial year.
(d) The Directors of the Company believe that the issue of shares for cash is in the best interests of the Company and shareholders as a whole, and that if it is not completed, the Company may not be able to meet its financial commitments as and when they fall due.
(e) All documentation supporting the requirement for the issue of shares for cash has been supplied to the JSE Limited in accordance with Schedule 13.5 of the JSE Listing Rules.
(f) No additional financing arrangements are contingent of the completion of the issue of shares for cash.
(g) Directors and interests associated with Directors are participating in the issue of shares for cash. The board considers this issue of shares for cash is fair in so far as all shareholders are concerned and independent price discovery was undertaken by the Company's London broker Cenkos Securities Limited.
(h) The working capital provided by this placement will not be sufficient for the next 12 months and the Company will need to raise additional capital in 2010.
For further information, please contact:
Paul Loudon
DiamondCorp plc
+44 20 7256 2651
Joe Nally/Ivonne Cantú/Liz Bowman
Cenkos Securities plc
+44 20 7397 8900
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