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Results of Placing and Directors' Dealings

3 Dec 2015 16:20

RNS Number : 9536H
Diamondcorp Plc
03 December 2015
 

3 December 2015

 

DiamondCorp plc

 

AIM share code: DCP & JSE share code: DMC

ISIN: GB00B183ZC46

(Incorporated in England and Wales)

(Registration number 05400982)

(SA company registration number 2007/031444/10)

 

("DiamondCorp", "the Company" or "the Group")

 

Results of Placing, Revised Timetable and Directors' Dealings

 

DiamondCorp, the Southern African diamond mining, development and exploration company, announces, further to the announcement yesterday, that it has raised, in aggregate, gross proceeds of £4.0 million through the Placing of, in aggregate, 66,666,667 new Ordinary Shares at a Placing Price of 6 pence per Ordinary Share (or the equivalent price of ZAR1.29 per Ordinary Share, as applicable).

 

The Placing will be conducted in two stages, with 32,337,000 First Tranche Placing Shares being placed using the Directors' existing authority to allot shares for cash on a non pre-emptive basis, as granted at the Company's AGM on 25 June 2015, and 34,329,667 Second Tranche Placing Shares being placed conditionally upon, amongst other things, the passing of the Resolutions at the General Meeting, which is now to be held on 7 January 2016. Of the 34,329,667 Second Tranche Placing Shares, 10,130,000 are to be settled by way of a direct subscription with the Company (the "Subscription Shares").

 

Pursuant to the terms and conditions set out in Appendix I to yesterday's announcement, the Placing in respect of the First Tranche Placing Shares is conditional only on Admission, with the Placing in respect of the Second Tranche Placing Shares being conditional upon, inter alia, the passing of the Resolutions at the General Meeting, First Admission having become effective, Second Admission becoming effective and the Placing Agreement between the Company and Panmure Gordon not being terminated prior to Admission.

 

Pursuant to applicable laws of the Republic of South Africa, notably approval of the Circular by the South Africa Reserve Bank ("SARB") in relation to participation in the Placing by South African entities, the timetable in respect of, inter alia, the General Meeting and Second Admission has been revised as follows. Please note that the date of First Admission remains unchanged.

 

Admission and dealings in First Tranche Placing Shares

8.00 a.m. on 9 December 2015

Expected date for CREST accounts to be credited in relation to the First Tranche Placing Shares

9 December 2015

Despatch of definitive share certificates (where applicable) in relation to the First Tranche Placing Shares

on or around 16 December 2015

Receipt of SARB approval

by 21 December 2015

Posting of the Circular and Form of Proxy

21 December 2015

Latest time and date for receipt of Forms of Proxy

11:00 a.m. on 5 January 2016

General Meeting

11:00 a.m. on 7 January 2016

Expected date of announcement of the results of the General Meeting

7 January 2016

Admission and dealings in Second Tranche Placing Shares

8.00 a.m. on 8 January 2016

Expected date for CREST accounts to be credited in relation to the Second Tranche Placing Shares

8 January 2016

Despatch of definitive share certificates (where applicable) in relation to the Second Tranche Placing Shares

on or around 15 January 2016

 

Application will be made for the First Tranche Placing Shares and the Second Tranche Placing Shares to be admitted to trading on the AIM Market of the London Stock Exchange plc ("AIM") and the Alternative Exchange of the JSE Limited ("AltX"). Settlement for and Admission of the First Tranche Placing Shares and the Second Tranche Placing Shares is expected to take place on 9 December 2015 and 8 January 2016, respectively.

 

DiamondCorp's enlarged issued ordinary share capital immediately following the issue of the First Tranche Placing Shares will be 408,433,741 Ordinary Shares. Subject to approval at the General Meeting, DiamondCorp's enlarged issued ordinary share capital immediately following the issue of the Second Tranche Placing Shares will be 442,763,408 Ordinary Shares.

 

The following Directors are participating in the Placing at the Placing Price. All Director subscriptions are for Second Tranche Placing Shares, with the resultant beneficial shareholdings as described below:

 

Name

Number of Second Tranche Placing Shares

Shareholding upon Admission of Second Tranche Placing Shares

Percentage of enlarged share capital upon Admission of Second Tranche Placing Shares

Euan Worthington

830,000

2,807,766

0.6%

Paul Loudon

830,000

6,977,604

1.6%

Jonathan Willis-Richards

167,000

2,500,229

0.6%

 

Capitalised terms in this announcement, unless otherwise defined, have the same meaning given to them in the announcement issued by the Company on 2 December 2015. All times referred to in this announcement are London times.

 

 

Contact details:

 

DiamondCorp plc

Paul Loudon, Chief Executive

Tel: +27 828 246 897

Euan Worthington, Chairman

Tel: +44 7753 862 097

 

UK Broker, Sole Placing Agent & Nominated Adviser

Panmure Gordon (UK) Limited

Dominic Morley / Adam James

Tel: +44 20 7886 2500

 

JSE Designated Adviser

Sasfin Capital (a division of Sasfin Bank Limited)Megan Young

Tel: +27 11 445 8068

 

SA Corporate Adviser

Qinisele Resources Proprietary Limited

Dennis Tucker / Andrew Brady

Tel: +27 11 883 6358

 

 

Important Information

 

This announcement contains (or may contain) certain forward-looking statements with respect to certain of the Company's plans and its current goals and expectations relating to its future financial condition and performance and which involve a number of risks and uncertainties. The Company cautions readers that no forward-looking statement is a guarantee of future performance and that actual results could differ materially from those contained in the forward-looking statements. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements sometimes use words such as "aim", "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", or other words of similar meaning. By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances, including, but not limited to, economic and business conditions, the effects of continued volatility in credit markets, market-related risks such as changes in the price of commodities or changes in interest rates and foreign exchange rates, the policies and actions of governmental and regulatory authorities, changes in legislation, the further development of standards and interpretations under International Financial Reporting Standards ("IFRS") applicable to past, current and future periods, evolving practices with regard to the interpretation and application of standards under IFRS, the outcome of pending and future litigation or regulatory investigations, the success of future explorations, acquisitions and other strategic transactions and the impact of competition. A number of these factors are beyond the Company's control. As a result, the Company's actual future results may differ materially from the plans, goals, and expectations set forth in the Company's forward-looking statements. Any forward-looking statements made in this announcement by or on behalf of the Company speak only as of the date they are made. Except as required by the Financial Conduct Authority (the "FCA"), the London Stock Exchange or applicable law, the Company expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained in this announcement to reflect any changes in the Company's expectations with regard thereto or any changes in events, conditions or circumstances on which any such statement is based.

 

This announcement is for information purposes only and shall not constitute an offer to buy, sell, issue, or subscribe for, or the solicitation of an offer to buy, sell, issue, or subscribe for any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

 

This announcement does not contain an offer or constitute any part of an offer to the public within the meaning of Sections 85 and 102B of the Financial Services and Markets Act 2000, as amended ("FSMA") or otherwise. This announcement is not an "approved prospectus" within the meaning of Section 85(7) of FSMA and a copy of it has not been, and will not be, delivered to the FCA in accordance with the Prospectus Rules or delivered to any other authority which could be a competent authority for the purpose of the Prospectus Directive. Its contents have not been examined or approved by the London Stock Exchange plc, nor has it been approved by an "authorised person" for the purposes of Section 21 of FSMA.

 

This announcement has been issued by and is the sole responsibility of the Company. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by Panmure Gordon or by any of its respective affiliates or agents as to, or in relation to, the accuracy or completeness of this announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.

 

Panmure Gordon, which is authorised and regulated in the United Kingdom by the FCA, is acting as placing agent for the Company and for no-one else in connection with the Placing, and Panmure Gordon will not be responsible to anyone other than the Company for providing the protections afforded to its customers or for providing advice to any other person in relation to the Placing or any other matter referred to herein.

 

The distribution of this announcement and the offering of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company or Panmure Gordon that would permit an offering of such shares or possession or distribution of this announcement or any other offering or publicity material relating to such shares in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required to inform themselves about, and to observe such restrictions.

 

This announcement is not for distribution or dissemination, directly or indirectly, in or into the United States or any jurisdiction into which the same would be unlawful. No public offering of securities of the Company will be made in connection with the Placing in the United Kingdom, the United States, the EEA, Switzerland or elsewhere.

 

This announcement is not intended to constitute an offer or solicitation to purchase or invest in the Placing Shares.

 

The Placing Shares to which this announcement relates may be illiquid and / or subject to restrictions on their resale. Prospective purchasers of the Placing Shares should conduct their own due diligence on the Placing Shares. If you do not understand the contents of this announcement you should consult an authorised financial adviser.

 

The information in this announcement may not be forwarded or distributed to any other person and may not be reproduced in any manner whatsoever. Any forwarding, distribution, dissemination, reproduction, or disclosure of this information in whole or in part is unauthorised. Failure to comply with this directive may result in a violation of the US Securities Act or the applicable laws of other jurisdictions.

 

Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this announcement.

 

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
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