Petra Diamonds Regulatory News (PDL)

19 Mar 2007 17:25

Xceldiam Limited19 March 2007 JOINT NEWS RELEASE For release 19 March 2007 Xceldiam Limited and Petra Diamonds Limited Result of Xceldiam Limited's Extraordinary General Meeting Xceldiam Limited ("Xceldiam" or the "Company") (AIM: XLD), the diamondexploration group, announces that at the Company's Extraordinary General Meeting("EGM") held earlier today all resolutions relating to the sale of FrannorInvestments and Finance Limited ("Frannor BVI") to Petra Diamonds Limited ("Petra") ("the Transaction") were passed. Consideration Shares and Dividend In consideration for the sale of Frannor BVI's entire issued share capital toPetra, Petra will issue 19,674,584 new shares ("the Consideration Shares") toXceldiam, representing 12.18% of Petra's current issued share capital. TheConsideration Shares will in turn be distributed to shareholders of Xceldiam onrecord as at 9 March 2007 (excluding Petra) by way of a dividend in specie ("theDividend"). Xceldiam shareholders will therefore maintain an interest in Frannor BVI'sLuangue project, as well as having an interest in Petra's other operations. 51.18% of Xceldiam's shareholders have entered into a twelve month orderlymarket undertaking (expiring 28 February 2008) in respect of the shares theywill receive by way of the Dividend, representing 10,069,820 of theConsideration Shares. Xceldiam Investing Strategy Xceldiam's shares will continue to trade on AIM, ex the entitlement to theDividend from 8.00am on Tuesday 20 March 2007, and Xceldiam will pursue newinvestment opportunities in the mining sector in accordance with its investingstrategy ("the Investing Strategy"), details of which were announced separatelyby Xceldiam on 2 March 2007. Conditions Precedent Completion of the Transaction is conditional, inter alia, upon the following keyconditions being satisfied: • Admission of the Consideration Shares to trading on AIM; • Xceldiam transferring the entire balance held in its bank accounts, less US$1.25m and the proceeds from the exercise of the warrants by WH Ireland Limited, to Frannor BVI's bank account; • Xceldiam surrendering all loan accounts that it holds against Frannor BVI to Petra; • Frannor confirming to Petra that the expenditure under the Luangue kimberlite and alluvial exploration contracts is in accordance with the terms of such contracts; and • no event, change or circumstance becoming known to Petra or Xceldiam from 28 February 2007 to completion which would render any of the warranties in the Frannor BVI sale agreement materially inaccurate. It is expected that the conditions will be satisfied on or before 31 March 2007. Ends For further information with regards to Petra Diamonds, please contact: Parkgreen Communications, LondonCathy Malins / Annabel Leather Telephone: +44 (0) 20 7851 7480 For further information with regards to Xceldiam, please contact: WH IrelandDavid Youngman Tel: +44 (0) 161 832 2174 XceldiamTimothy George Tel: +27 82 573 4199 Conduit PREd Portman Tel: +44 (0) 207 429 6607 This information is provided by RNS The company news service from the London Stock Exchange