Gem Diamonds Di Regulatory News (GEMD)

17 May 2007 09:45

BDI Mining Corp17 May 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 17 May 2007 Recommended Cash Offer by Gem Diamonds Limited for BDI Mining Corp Gem Diamonds Acquires Further BDI Mining Shares Summary On 20 April 2007, Gem Diamonds Limited (LSE: GEMD) ("Gem Diamonds") made arecommended cash offer (the "Offer") for the entire issued and to be issuedshare capital of BDI Mining Corp (AIM: BMG) ("BDI Mining") not already owned byGem Diamonds. On 14 May 2007, Gem Diamonds announced that it had acquired, or received validacceptances in respect of, 85,005,804 BDI Mining Shares representingapproximately 79.0% of the issued BDI Mining Shares and had extended the Offeruntil 25 May 2007. • Gem Diamonds has acquired a further 450,000 BDI Mining Shares representingapproximately 0.4% of the issued BDI Mining Shares • Gem Diamonds, together with the BDI Mining Shares acquired in April 2007, nowholds 31,450,000 BDI Mining Shares, in aggregate representing approximately29.3% of the issued BDI Mining Shares • As at 3.00 p.m. on 16 May 2007, Gem Diamonds had acquired, or received validacceptances of the Offer in respect of, 96,139,324 BDI Mining Shares,representing approximately 89.4 per cent. of the issued BDI Mining Shares 1. Market Purchases Gem Diamonds announces that, on 16 May 2007, it acquired 450,000 BDI MiningShares at 37 pence per BDI Mining Share, representing approximately 0.4% of theissued BDI Mining Shares. Together with BDI Mining Shares acquired by Gem Diamonds in April 2007, GemDiamonds now owns 31,450,000 BDI Mining Shares in aggregate, representingapproximately 29.3% of the issued BDI Mining Shares. In accordance with Gem Diamonds Directors' agreement and statement that theywould act within the spirit of the City Code throughout the Offer, disclosureoutlining the key information associated with the purchase, and in a formconsistent with Rule 8.1 disclosure, is provided below. 2. Acceptances Gem Diamonds announces that, as at 3.00 p.m. on 16 May 2007, valid acceptancesof the Offer had been received in respect of 64,689,324 BDI Mining Shares,representing approximately 60.2% of the issued BDI Mining Shares. Including the 31,000,000 BDI Mining Shares acquired by Gem Diamonds in April2007 and the 450,000 BDI Mining Shares acquired by Gem Diamonds on 16 May 2007,Gem Diamonds has acquired, or received valid acceptances of the Offer in respectof, 96,139,324 BDI Mining Shares in aggregate, representing approximately 89.4%of the issued BDI Mining Shares. As at the date of the Offer, Gem Diamonds had received irrevocable undertakingsand a letter of intent to accept the Offer in respect of 51,397,157 BDI MiningShares representing, in aggregate, approximately 49.1% of the issued BDI MiningShares (or 47.8% as at the date of this announcement as a result of issues ofshares since the date of the Offer). Gem Diamonds has received valid acceptancesin respect of the BDI Mining Shares which were the subject of the letter ofintent and the irrevocable undertakings, other than one irrevocable undertakingrepresenting 72,500 BDI Mining Shares or approximately 0.1% of the issued BDIMining Shares in aggregate. Gem Diamonds believes that the acceptance in respectof these BDI Mining Shares has been submitted and will be processed in duecourse. 3. Procedure for acceptance On 14 May 2007, Gem Diamonds announced that the Offer, which remains subject tothe terms set out in the Offer Document, had been extended and that the nextclosing date would be 1.00 p.m. on 25 May 2007. BDI Mining Shareholders who wish to accept the Offer and who have not alreadydone so should: (i) in respect of BDI Mining Shares held in certificated form, complete andreturn the Form of Acceptance in accordance with the instructions set out in theOffer Document and on the Form of Acceptance, so as to be received as soon aspossible and, in any event, by no later than 1.00 p.m. on 25 May 2007; or (ii) in respect of BDI Mining Shares represented by depository interests inuncertificated form, withdraw their BDI Mining Shares represented by depositoryinterests into their own name electronically through CREST, by sending a CRESTwithdrawal instruction to CRESTCo as soon as possible and, in any event, so thatthe CREST withdrawal instruction settles by no later than 1.00 p.m. on 24 May2007 and simultaneously complete and return the Form of Acceptance in accordancewith the instructions set out in the Offer Document and on the Form ofAcceptance, so as to be received by no later than 1.00 p.m. on 25 May 2007. 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 1. KEY INFORMATION +-----------------------------------+--------------------------------------+|Name of person dealing |GEM DIAMONDS LIMITED |+-----------------------------------+--------------------------------------+|Company dealt in |BDI MINING CORP |+-----------------------------------+--------------------------------------+|Class of relevant security to which|COMMON SHARES ||the dealings being disclosed relate| |+-----------------------------------+--------------------------------------+|Date of dealing |16 MAY 2007 |+-----------------------------------+--------------------------------------+ 2. INTERESTS, SHORT POSITIONS AND RIGHTS TO SUBSCRIBE (a) Interests and short positions (following dealing) in the class of relevantsecurity dealt in +------------------------+------------------------+------------------------+| |Long |Short || | | || | | |+------------------------+------------------------+------------------------+| | Number| Number|| | (%)| (%)|| | | |+------------------------+------------------------+------------------------+|(1) Relevant securities | 450,000| || | 0.4%| || | | |+------------------------+------------------------+------------------------+|(2) Derivatives (other | | ||than options) | | || | | || | | |+------------------------+------------------------+------------------------+|(3) Options and | | ||agreements to purchase/ | | ||sell | | || | | || | | |+------------------------+------------------------+------------------------+|Total | 450,000| || | 0.4%| || | | |+------------------------+------------------------+------------------------+ (b) Interests and short positions in relevant securities of the company, otherthan the class dealt in +------------------------+------------------------+------------------------+|Class of relevant |Long |Short ||security: | | || | | || | | |+------------------------+------------------------+------------------------+| | Number (%)| Number (%)|| | | || | | |+------------------------+------------------------+------------------------+|(1) Relevant securities | | || | | || | | |+------------------------+------------------------+------------------------+|(2) Derivatives (other | | ||than options) | | || | | || | | |+------------------------+------------------------+------------------------+|(3) Options and | | ||agreements to purchase/ | | ||sell | | || | | || | | |+------------------------+------------------------+------------------------+|Total | | || | | || | | |+------------------------+------------------------+------------------------+ (c) Rights to subscribe +-----------------------------------+--------------------------------------+|Class of relevant security: |Details || | || | |+-----------------------------------+--------------------------------------+| | |+-----------------------------------+--------------------------------------+ 3. DEALINGS (a) Purchases and sales +------------------------+------------------------+------------------------+|Purchase/sale | Number of securities| Price per unit|| | | || | | |+------------------------+------------------------+------------------------+|PURCHASE | 450,000| 37p|| | | || | | |+------------------------+------------------------+------------------------+ (b) Derivatives transactions (other than options) +------------------+-----------------+------------------+------------------+|Product name, |Long/short |Number of |Price per unit || | |securities | ||e.g. CFD | | | |+------------------+-----------------+------------------+------------------+| | | | || | | | || | | | |+------------------+-----------------+------------------+------------------+ (c) Options transactions in respect of existing securities (i) Writing, selling, purchasing or varying +---------+-----------+----------+---------+----------+---------+----------+|Product |Writing, |Number of |Exercise |Type, e.g.|Expiry |Option ||name, |selling, |securities| |American, | |money || |purchasing,|to which |price |European |date | ||e.g. call|varying |the option| |etc. | |paid/ ||option |etc. |relates | | | |received || | | | | | |per unit || | | | | | | |+---------+-----------+----------+---------+----------+---------+----------+| | | | | | | |+---------+-----------+----------+---------+----------+---------+----------+ (ii) Exercising +------------------------+------------------------+------------------------+|Product name, e.g. call |Number of securities |Exercise price per unit ||option | | |+------------------------+------------------------+------------------------+| | | || | | || | | |+------------------------+------------------------+------------------------+ (d) Other dealings (including new securities) +------------------------+------------------------+------------------------+|Nature of transaction |Details |Price per unit (if || | |applicable) || | | |+------------------------+------------------------+------------------------+| | | || | | || | | |+------------------------+------------------------+------------------------+ 4. OTHER INFORMATION Agreements, arrangements or understandings relating to options or derivatives +-------------------------------------------------------------------------+|Full details of any agreement, arrangement or understanding between the ||person disclosing and any other person relating to the voting rights of ||any relevant securities under any option referred to on this form or ||relating to the voting rights or future acquisition or disposal of any ||relevant securities to which any derivative referred to on this form is ||referenced. If none, this should be stated. |+-------------------------------------------------------------------------+| || || || || |+-------------------------------------------------------------------------+ Is a Supplemental Form 8 attached? NO +-----------------------------------+--------------------------------------+|Date of disclosure |17 May 2007 |+-----------------------------------+--------------------------------------+|Contact name |STEPHEN WETHERALL |+-----------------------------------+--------------------------------------+|Telephone number |+27 82 418 8735 |+-----------------------------------+--------------------------------------+ 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 or during the period in which the Offerremains open for acceptance. These purchases may occur either in the open marketat 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