Nyota Minerals Regulatory News (NYO)

21 Aug 2007 07:01

Dwyka Resources Limited21 August 2007 Not for release, publication or distribution in whole or in part in or into the United States, Canada, Republic of South Africa or Japan 21 August 2007 KimCor Diamonds Plc ("KimCor" or "the Company") and Dwyka Resources Limited ("Dwyka Resources") Proposed acquisition by KimCor of Dwyka Diamonds Holdings Limited Proposed placing by KimCor of 65,535,000 new Ordinary Shares at 6.5 pence per share Approval of waiver of the obligation to make a mandatory offer under Rule 9 of the Takeover Code Admission of Enlarged Share Capital and Existing Warrants to trading on AIM and Notice of Extraordinary General Meeting Highlights • KimCor to acquire Dwyka Resources' diamond and industrial assets • Establishes KimCor as a mid tier diamond producer by volume • Allows for funding of further acquisitions using internally generated cash flows • GBP4.26m raised from institutional and high net worth investors • Transaction subject, inter alia, to the approval of KimCor and Dwyka Resources shareholders The boards of KimCor and Dwyka Resources are pleased to announce that they havetoday conditionally agreed that KimCor will acquire the entire issued sharecapital of Dwyka Resources' diamond and industrial subsidiary DDH, a holdingcompany registered in Mauritius, whose subsidiaries are principally engaged inthe exploration and mining of diamonds in South Africa and Tanzania, inconsideration of the issue to Dwyka Resources of 134,383,718 new OrdinaryShares. The board of KimCor is also pleased to announce a conditional placing of65,535,000 new Ordinary Shares at the Placing Price with institutionalinvestors. The proposed placing is conditional, inter alia, on completion of theAcquisition. By reason of the size of DDH in relation to KimCor, the Acquisition isclassified as a reverse takeover under the AIM Rules. The AIM Rules require thatcompletion of the Acquisition is subject to the prior approval of KimCorshareholders, which will be sought at an extraordinary genereal meeting of theCompany, and the publication of an AIM admission document, which is expected tobe posted to KimCor shareholders as soon as practicable after the date of thisannouncement. Under the ASX Listing Rules, completion of the Acquisition issubject to the prior approval of Dwyka Resources shareholders, which will besought at an extraordinary general meeting of those shareholders. A circularconvening that meeting is expected to be posted to Dwyka Resources shareholdersas soon as practicable after the date of this announcement. Certain definitions and terms apply throughout this announcement and yourattention is drawn to the table at the end of this announcement where thesedefinitions and terms are set out in full. Transaction Summary • The consideration payable in respect of the Acquisition is to besatisfied through the issue to Dwyka Resources of 134,383,718 New OrdinaryShares, valuing all of the ordinary shares of DDH at approximately £8.73 millionat the Placing Price and £9.74 million based on the closing middle market priceof 7.25 pence per Ordinary Share on 20 August 2007, being the business dayimmediately prior to this announcement. • The Consideration Shares will represent 50.09 per cent. of theEnlarged Share Capital following Admission. • The Board of KimCor is to be strengthened through the appointment ofMelissa Sturgess and Cedric Bredenkamp, conditional upon Completion. • The transaction will create a mid-tier (by volume) diamond producerwith potentially greater access to capital than is currently available to eitherKimCor or Dwyka Resources in relation to its smaller suite of diamond assets. • In view of its size and nature, the Acquisition constitutes a reversetakeover of the Company under the AIM Rules and therefore requires the priorapproval of Shareholders at an Extraordinary General Meeting. • Strand Partners Limited is acting as Nominated Adviser and Broker toKimCor in connection with the Proposals. The transaction will leave Dwyka Resources free to concentrate on the Muremeranickel project owned by its wholly-owned subsidiary Danyland Limited and theSwazi Gold project operated by Swazi Gold Ventures (Pty) Ltd (in respect ofwhich Dwyka Resources' wholly-owned subsidiary Karrinyup Holdings Limited has a50% shareholding), whilst continuing to retain a controlling interest in thediamond and industrial assets through its shareholding in KimCor. As such, itis consistent with the diversification strategy announced by Dwyka Resources on17 January 2007. The full text of an announcement made by KimCor in relation to the transactionis available at http://www.kimcordiamonds.com/investors/regulatorynews.php. Melissa Sturgess, Chief Executive Officer of Dwyka Resources, commented: "The consolidation of Dwyka Resources' diamond assets with those of KimCorcreates opportunities for shareholders of both companies, establishing a midtier diamond producer and explorer with a focussed management team and anintegrated suite of assets. Dwyka Resources' controlling shareholding in KimCorwill allow Dwyka Resources shareholders to benefit from potential upside in thediamond operations, while the company itself can look to further driveshareholder value through its nickel and gold projects." Enquiries: KimCor KimCor Diamonds Plc Tel: +44 (0) 20 7290 1400Martyn Churchouse, Chief Executive Officer Strand Partners Limited Tel: +44 (0) 20 7409 3494Simon RaggettWarren Pearce Bishopsgate Communications Tel: +44 (0) 20 7562 3350Maxine BarnesNick Rome Dwyka Resources Dwyka Resources Limited Tel: +61 (0) 8 9 324 2955Melissa Sturgess, Chief Executive Officer Ambrian Partners Limited Tel: +44 (0) 20 7776 6417Richard Brown Conduit PR Ltd Tel: +44 (0) 207 429 6666Charlie GellerLeesa Peters Definitions The following definitions apply throughout this announcement, unless the contextrequires otherwise: "Acquisition" the proposed acquisition by the Company of the entire issued ordinary share capital of Dwyka Diamonds Holdings pursuant to the Acquisition Agreement; "Acquisition Agreement" the conditional agreement dated 20 August 2007 between the Company and Dwyka Resources relating to the Acquisition; "Admission" the admission of the Enlarged Share Capital and Existing Warrants to trading on AIM and such admission becoming effective in accordance with Rule 6 of the AIM Rules; "AIM" the AIM market operated by the London Stock Exchange; "AIM Rules" the AIM Rules for Companies as published by the London Stock Exchange and those other rules of the London Stock Exchange which govern the admission of securities to trading on, and the regulation of, AIM; "ASX" the Australian Stock Exchange, a market operated by the Australian Securities Exchange Limited; "Board" the board of directors of the Company; "Completion" completion of the Acquisition Agreement, which is expected to occur on the day of Admission; "Consideration Shares" the 134,383,718 new Ordinary Shares to be issued pursuant to the Acquisition Agreement; "Dwyka Diamonds Holdings" or "DDH" Dwyka Diamonds Holdings Limited, a diamond mining and exploration company registered in Mauritius with registered number 56512, whose registered office is at Manor House, 1st Floor, CNR George Street & Chazal Street, Port Louis, Mauritius; "Dwyka Resources" Dwyka Resources Limited (formerly known as Dwyka Diamonds Limited), a company incorporated in Australia with Australian Company number 060 938 552 whose registered office is at 98 Colin Street, West Perth, WA, Australia; "Enlarged Group" the Company and its subsidiary undertakings as enlarged by the Acquisition; "Enlarged Share Capital" the number of ordinary shares in the capital of the Company in issue immediately following Admission comprising the Existing Ordinary Shares and the New Ordinary Shares; "Existing Ordinary Shares" the 67,191,859 Ordinary Shares in issue at the date of this document; "Existing Warrant Instrument" the warrant instrument constituting the Existing Warrants dated 16 February 2006; the warrants to subscribe for Ordinary Shares created under the"Existing Warrants" Existing Warrant Instrument, details of which are set out in the admission document; "KimCor" or "the Company" KimCor Diamonds plc, a diamond mining, exploration and processing company incorporated in England and Wales with registered number 05399993 whose registered office is 18 Upper Brook Street, London W1K 7PU; "London Stock Exchange" London Stock Exchange plc; "Montagu" Montagu Stockbrokers Pty Ltd; "New Ordinary Shares" the Placing Shares and the Consideration Shares; "Ordinary Shares" ordinary shares of 0.5 pence each in the capital of the Company; "Placees" subscribers for Placing Shares; "Placing" the conditional placing of the Placing Shares at the Placing Price pursuant to the Placing Agreement; "Placing Agreement" the conditional agreement dated 21 August 2007 between the Company, the Directors, the Proposed Directors, Strand Partners and Montagu, further details of which are set out in the admission document; "Placing Price" 6.5 pence per Ordinary Share; "Placing Shares" the 69,385,000 new Ordinary Shares which are proposed to be issued pursuant to the Placing; "Proposals" together, the Acquisition, the Placing and Admission, and the other proposals described in this document; "Proposed Directors" Melissa Sturgess and Cedric Bredenkamp; "Rule 9" Rule 9 of the Takeover Code; "Shareholders" holders of Ordinary Shares; "South Africa" Republic of South Africa; "subsidiary" or "subsidiary have the meanings given to them by 1985 Act;undertaking" "Takeover Code" the City Code on Takeovers and Mergers; END This information is provided by RNS The company news service from the London Stock Exchange