Petra Diamonds Regulatory News (PDL)

27 Mar 2007 07:01

Petra Diamonds Ld27 March 2007 For release 27 March 2007 Petra Diamonds Limited Notice of EGM Petra Diamonds Limited ("Petra" or "the Company"), the AIM-quoted diamond group,announces that on 26 March 2007 it posted to holders of Petra ordinary shares ("Shareholders") a notice of an Extraordinary General Meeting ("EGM") to be held to consider and vote upon a proposed increase of the Company's authorised share capital. Introduction It is Petra's publicly stated strategy to build a portfolio of producing mineswith beneficiation capability, combined with a world class exploration base,achieving the objective of becoming a successful mid-tier diamond group. Petrais well on the way to achieving this strategy, as supported by the keyacquisitions and financing transactions concluded over recent months. In line with the strategy above, the Company will continue to scrutiniseacquisitions and business opportunities in the diamond sector that, subject tothe Company's demanding review criteria, Petra believes have the potential togrow the Company's production and/or quality exploration asset base. Taking into account the recent placing of 10 million Petra ordinary shares ("Shares") with Saad Investments Company Limited at a price of 175 pence per Share (as announced on 6 March 2007) and the acquisition of Frannor Investments and Finance Limited ("Frannor") from Xceldiam Limited, ("Xceldiam") for aconsideration of 19,674,584 Shares (as announced on 1 March 2007 andsubsequently approved by the shareholders of Xceldiam on 19 March 2007), theCompany will have an issued share capital of 181,173,191 Shares. An applicationfor admission to trading on AIM will be made today in respect of the 19,674,584Frannor consideration Shares which are expected to be admitted to trading on AIMon or around 30 March 2007. The Company currently has an authorised share capital of £20,000,000 comprising200,000,000 Shares of £0.10 par value each. In light of Petra's stated strategyabove, Shareholders' approval is being sought at the EGM to increase theCompany's authorised share capital from £20,000,000 to £30,000,000 by thecreation of an additional 100,000,000 Shares ("the Resolution"), ranking paripassu in all respects with the existing Shares of the Company. The Company will require the approval of 50.1% of its Shareholders in order topass the Resolution. Pursuant to the bye-laws of the Company and any resolution of the Shareholdersto the contrary, the Board has the power to issue and allot any unissued Sharesof the Company on such terms and conditions as it may determine. EGM A notice was sent to Shareholders on 26 March 2007 convening the EGM to be heldat 9:00am (Bermuda time) on 23 April 2007, at which time the Resolution will beproposed to increase the authorised share capital of the Company from£20,000,000 to £30,000,000. Recommendation The Directors believe that the Resolution is in the best interests of theCompany and its Shareholders. Accordingly, the Directors unanimously recommendthat Shareholders vote in favour of the Resolution to be proposed at the EGM, asthey have irrevocably undertaken to do in respect of their own beneficialholdings, which in aggregate amount to 11,924,122 Shares, representingapproximately 6.59 per cent of the issued ordinary share capital of the Companyof 181,173,191 Shares, which includes the 19,674,584 Frannor considerationShares noted above. Expected Timetable of Principal Events Set out below is the expected timetable of principal events in relation to theEGM: Latest time and date for receipt of Forms of Direction 9:00am on 20 April 2007 Latest time and date for receipt of Forms of Proxy 9:00am on 21 April 2007 Extraordinary General Meeting to consider the Resolution 9:00am on 23 April 2007 (All times are Bermudan time) Ends For further information, please contact: Cathy Malins / Annabel Leather Telephone: +44 (0) 20 7851 7480Parkgreen Communications, London This information is provided by RNS The company news service from the London Stock Exchange