Gem Diamonds Di Regulatory News (GEMD)

13 Apr 2007 18:16

Gem Diamonds Limited13 April 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 13 April 2007 Gem Diamonds Limited DEALINGS BY GEM DIAMONDS LIMITED IN THE COMMON SHARES OF BDI MINING CORP Gem Diamonds Limited (LSE: GEMD) ("Gem Diamonds") is pleased to announce thatfurther to its announcement on 11 April 2007 as to having reached agreement onthe terms of a recommended cash offer by Gem Diamonds for all the issued and tobe issued share capital of BDI Mining Corp (AIM: BMG) ("BDI Mining"), GemDiamonds has today purchased 28,964,790 BDI Mining Shares at a price of 36.5pence for each BDI Mining Share. 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. Following the purchase, and the irrevocable undertakings and letters of intentoutlined in the recommended cash offer announcement of 11 April 2007, GemDiamonds is currently in receipt of the following ownership position,irrevocable undertakings and letters of intent: Gem Diamonds has a direct ownership interest in 28,964,790 BDI Mining Sharesrepresenting approximately 27.9 per cent. of the issued BDI Mining Shares, whichincludes 3,111,500 BDI Mining Shares acquired from Saad Investments CompanyLimited, 2,118,000 BDI Mining Shares acquired from William Aldwin Soames and2,600,000 BDI Mining Shares acquired from Draganfly Investments Limited, who hadall previously given letters of intent over such shares. In connection with the Offer, the BDI Mining Directors have entered intoirrevocable undertakings with Gem Diamonds pursuant to which they have agreed toaccept the Offer in respect of their entire holdings of BDI Mining Sharesrepresenting approximately 3.7 per cent. of the issued BDI Mining Shares. Theseundertakings will remain binding even if a higher competing offer is made forBDI Mining, unless the Offer lapses or is withdrawn or the Offer Document is notposted within 28 days (or such later date as Gem Diamonds and BDI Mining mayagree). In connection with the Offer, certain BDI Mining Shareholders have entered intoirrevocable undertakings with Gem Diamonds pursuant to which they have agreed toaccept the Offer. The relevant Shareholders are British Portfolio Trust, AllianzRCM UK Growth Fund, Al Rajhi Holdings, Ospraie Special Opportunities MasterHoldings Ltd and The Ospraie Portfolio Ltd, William Philip Seymour Richards, RABSpecial Situations (Master) Fund Limited, CIM Investment Management Limited andJPMorgan Asset Management Ltd and they have agreed to accept the Offer inrespect of their shareholdings of 2,530,000, 5,713,415, 10,417,200, 1,016,750,6,128,250, 300,000, 5,500,000, 5,150,000 and 7,350,000, respectively,representing approximately 42.5 per cent. in aggregate of the issued BDI MiningShares. These irrevocable undertakings will cease to be binding (i) if the OfferDocument is not posted within 28 days (or such later date as Gem Diamonds andBDI Mining may agree) from the date of this announcement or (ii) if the Offerlapses or is withdrawn or (iii) an offer is announced by a third party beforethe Offer becomes unconditional as to acceptances, provided that such thirdparty's offer price is at least 10 per cent. greater than the offer price underthe Offer. In addition, RCM (a company of Allianz Global Investors) has provided a letterof intent to Gem Diamonds stating that their current intention is to accept theOffer in respect of their shareholding of 5,765,585 BDI Mining Shares,representing approximately 5.6 per cent. of the issued BDI Mining Shares. In summary, therefore, Gem Diamonds owns or has received irrevocableundertakings and letters of intent to accept the Offer in respect of 78,835,990BDI Mining Shares in aggregate representing approximately 76.0 per cent. of theissued BDI Mining Shares. Terms defined in the announcement of the Offer dated 11 April 2007 shall havethe same meaning in this announcement. 1. KEY INFORMATION Name of person dealing GEM DIAMONDS LIMITED Company dealt in BDI MINING CORP Class of relevant security to which COMMON SHARESthe dealings being disclosed relate Date of dealing APRIL 13, 2007 2. INTERESTS, SHORT POSITIONS AND RIGHTS TO SUBSCRIBE (a) Interests and short positions (following dealing) in the class of relevant security dealt in Long Short Number (%) Number (%) (1) Relevant securities 28,964,790 27.93% (2) Derivatives (other than options) (3) Options and agreements to purchase/sell Total 28,964,790 27.93% (b) Interests and short positions in relevant securities of the company, other than the class dealt in Class of relevant security: Long Short 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 28,964,790 36.5p (b) Derivatives transactions (other than options) Product name, Long/short Number of securities Price per unit e.g. CFD (c) Options transactions in respect of existing securities (i) Writing, selling, purchasing or varying Product name, Writing, Number of Exercise Type, e.g. Expiry Option moneye.g. call option selling, securities to price American, date paid/received purchasing, which the option European etc. per unit varying etc. relates (ii) Exercising Product name, e.g. call option Number of securities Exercise price per unit (d) Other dealings (including new securities) (Note 4) 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 disclosingand any other person relating to the voting rights of any relevant securities under anyoption referred to on this form or relating to the voting rights or future acquisition ordisposal of any relevant securities to which any derivative referred to on this form isreferenced. If none, this should be stated. Is a Supplemental Form 8 attached? NO Date of disclosure APRIL 13, 2007 Contact name STEPHEN WETHERALL Telephone number +27 82 418 8735 This information is provided by RNS The company news service from the London Stock Exchange