Gem Diamonds Di Regulatory News (GEMD)

7 Jun 2007 07:30

Gem Diamonds Limited07 June 2007 Not for release, publication or distribution, in whole or in part, in, into or from Australia, New Zealand, Canada or Japan or any Restricted Jurisdiction 7 June 2007 Recommended Cash Offer by Gem Diamonds Limited for BDI Mining Corp Close of Offer Summary On 20 April 2007, Gem Diamonds Limited (LSE: GEMD) ("Gem Diamonds" or the"Group") made a recommended cash offer (the "Offer") for the entire issued andto be issued share capital of BDI Mining Corp (AIM: BMG) ("BDI Mining") notalready owned by Gem Diamonds. Offer closed at 1.00 p.m. on 6 June 2007 Gem Diamonds has acquired, or received valid acceptances in respect of,101,882,647 BDI Mining Shares representing approximately 94.7% of the issued BDIMining Shares Acceptances received to date will receive settlement consideration on orbefore 20 June 2007 1. Acceptances Gem Diamonds announces that, as at 1.00 p.m. on 6 June 2007, valid acceptancesof the Offer had been received in respect of 70,032,647 BDI Mining Shares,representing approximately 65.1% of the issued BDI Mining Shares. Including the31,850,000 BDI Mining Shares acquired by Gem Diamonds in April and May 2007, GemDiamonds has acquired, or received valid acceptances of the Offer in respect of,101,882,647 BDI Mining Shares in aggregate, representing approximately 94.7% ofthe issued BDI Mining Shares. The above figures include valid acceptances for all of the BDI Mining Shares forwhich Gem Diamonds had received irrevocable undertakings and a letter of intenton the day on which the Offer was announced. These irrevocable undertakings andletter of intent to accept the Offer, were at the date of the Offer, in respectof 51,397,157 BDI Mining Shares in aggregate, representing approximately 49.1%of the issued BDI Mining Shares (or 47.8% as at the date of this announcement asa result of issues of shares since the date of the Offer). 2. Offer Closed and Settlement The Offer, which remains subject to the terms set out in the Offer Document, wasclosed at 1.00 p.m. on 6 June 2007 and is no longer capable of acceptance. Settlement of the consideration to BDI Mining Shareholders or their designatedagents who have validly accepted the Offer on or before the date of thisannouncement will be despatched on or before 20 June 2007. 3. De-listing and Redemption BDI Mining has applied for the cancellation of admission to trading of BDIMining Shares on AIM. It is expected that such cancellation will take effect on20 June 2007. BDI Mining has despatched redemption notices to BDI Mining Shareholders who havenot accepted the Offer, to redeem compulsorily, at the Offer Price, theremaining BDI Mining Shares in respect of which the Offer has not been accepted. Defined terms used in this announcement have the same meanings as in the OfferDocument dated 20 April 2007. Enquiries: Gem DiamondsStephen Wetherall +27 82 418 8735Angela Parr +27 83 578 3885 Strata Capital +44 (0) 20 7399 1102(Financial Adviser to Gem Diamonds)Oliver Corner JPMorgan Cazenove +44 (0) 20 7588 2828(Corporate Broker to Gem Diamonds)Ian HannamJonathan WalkerNeil Passmore BDI MiningMartin Horgan +44 (0) 20 7016 5106Reg Spencer +61 (0) 448812128 Ruegg & Co +44 (0) 20 7584 3663(Financial Adviser to BDI Mining)Brett Miller Strata Capital UK LLP, which is authorised and regulated in the United Kingdomby the Financial Services Authority, is acting exclusively for Gem Diamonds andno one else in connection with the Offer and this announcement and will not beresponsible to anyone other than Gem Diamonds for providing the protectionsafforded to clients of Strata Capital UK LLP or for providing advice inconnection with the Offer or this announcement or any matter referred to herein. JPMorgan Cazenove Limited, which is authorised and regulated in the UnitedKingdom by the Financial Services Authority, is acting exclusively for GemDiamonds and no one else in connection with the Offer and this announcement andwill not be responsible to anyone other than Gem Diamonds for providing theprotections afforded to clients of JPMorgan Cazenove Limited or for providingadvice in connection with the Offer or this announcement or any matter referredto herein. Ruegg & Co Limited, which is authorised and regulated in the United Kingdom bythe Financial Services Authority, is acting exclusively for BDI Mining and noone else in connection with the Offer and this announcement and will not beresponsible to anyone other than BDI Mining for providing the protectionsafforded to clients of Ruegg & Co Limited or for providing advice in connectionwith the Offer or this announcement or any matter referred to herein. This announcement is for informational purposes only and does not constitute anoffer to sell or invitation to purchase any securities or the solicitation ofany vote for approval in any jurisdiction, nor shall there be any sale, issue ortransfer of the securities referred to in this announcement in any jurisdictionin contravention of applicable law. The Offer will be made solely by the OfferDocument and the Form of Acceptance accompanying the Offer Document, which willcontain the full terms and conditions of the Offer, including details of how theOffer may be accepted. The Offer will not be made, directly or indirectly, in, into or from aRestricted Jurisdiction where to do so would violate the laws in thatjurisdiction, and the Offer is not capable of acceptance from or within aRestricted Jurisdiction. Accordingly, copies of this announcement and alldocuments relating to the Offer are not being, and must not be, directly orindirectly, mailed or otherwise forwarded, distributed or sent in, into or froma Restricted Jurisdiction where to do so would violate the laws in thatjurisdiction, and persons receiving this announcement and all documents relatingto the Offer (including custodians, nominees and trustees) must not mail orotherwise distribute or send them in, into or from such jurisdictions as doingso may invalidate any purported acceptance of the Offer. The availability of theOffer to BDI Mining Shareholders who are not resident in the United Kingdom maybe affected by the laws of the relevant jurisdictions in which they areresident. Persons who are not resident in the United Kingdom should informthemselves of, and observe, any applicable requirements. In accordance with normal UK market practice, Gem Diamonds or its nominees orbrokers (acting as agents) may from time to time make certain purchases of, orarrangements to purchase, BDI Mining Shares outside the United States, otherthan pursuant to the Offer, before, during or after the period in which theOffer remains open for acceptance. These purchases may occur either in the openmarket at prevailing prices or in private transactions at negotiated prices. Anyinformation about such purchases will be disclosed as required in the UK. This information is provided by RNS The company news service from the London Stock Exchange