3 Jul 2017 07:00
NOT FOR DISTRIBUTION IN THE UNITED STATES OR FOR DISSEMINATION TO US NEWS WIRE SERVICES.
3 July 2017
AIM: STEL
Stellar Diamonds plc
("Stellar" or the "Company")
Extension of Transaction Longstop date and Amendments to Convertible Loan Notes
Stellar Diamonds plc, the London listed diamond development company focused on West Africa, announces that it has agreed a two week extension with Octea Mining to the longstop date for the satisfaction of certain of the conditions precedent of the binding Tribute Mining and Revenue Agreements in relation to the Tongo-Tonguma mine development project in Sierra Leone ("the Transaction"), as defined in the announcement dated 28 April 2017. This longstop date may be extended by a further two weeks subject to agreement from Octea.
Additionally the Company has agreed a further 45 day extension to the longstop dates with the noteholders ("Noteholders") of its two outstanding Convertible Loan Notes ("CLNs") the details of which are set out and described in the announcements by the Company of 2 November 2015, 6 October 2016, 24 February 2017 and 5 May 2017. As a result of these extensions, the longstop dates by which the Transaction must complete are extended to 15 September 2017 for the purposes of the $1.24m CLN and to 15 August 2017 for the purposes of the $1.65m CLN. Should the amended longstop dates fall during the notice period for a General Meeting called for the purpose of obtaining shareholder approval for any aspect of the Transaction the noteholders also agree to extend the longstops to the date one week following the conclusion of the General Meeting.
For the avoidance of doubt, other than as set out in this announcement, all other terms of the Tribute Mining Agreements and CLNs remain in force. By virtue of Deutsche Balaton (a Noteholder) being a substantial shareholder of the Company and Steven Poulton (a Noteholder) being a non-executive Director of the Company, the amendments to the CLN above constitute related party transactions under the AIM Rules for Companies. The Directors who are independent of the convertible loan notes consider that, having consulted with the Company's Nominated Adviser, the amended terms of the CLNs are fair and reasonable in so far as the Company's shareholders are concerned.
For further information contact the following or visit the Company's website at www.stellar-diamonds.com.
Karl Smithson, CEO Philip Knowles, CFO | Stellar Diamonds plc Stellar Diamonds plc | Tel: +44 (0) 20 7010 7686 Tel: +44 (0) 20 7010 7686 |
Emma Earl Sandy Jamieson | Cairn Financial Advisers (Nominated Adviser) | Tel: +44 (0) 20 7213 0880 |
Jon Bellis | Beaufort Securities Limited (Joint Broker) | Tel: +44 (0) 20 7382 8300 |
Martin Lampshire
Rory Scott | Peterhouse Corporate Finance (Joint Broker)
Mirabaud Securities (Financial Advisers) | Tel: +44 (0) 20 7469 0930
Tel: +44 (0) 20 7878 3360 |
Tim Blythe Nick Elwes | Blytheweigh (Financial PR) | Tel: +44 (0) 20 7138 3204 |
About Stellar Diamonds plc
Stellar is an AIM listed (AIM: STEL) focussed on developing the high-grade and high value Tongo-Tonguma project in Sierra Leone.
This announcement contains inside information for the purposes of Article 7 of EU Regulation 596/2014.
Caution regarding forward looking statements
Certain statements in this announcement, are, or may be deemed to be, forward looking statements. Forward looking statements are identified by their use of terms and phrases such as ''believe'', ''could'', "should" ''envisage'', ''estimate'', ''intend'', ''may'', ''plan'', ''potentially'', ''will'' or the negative of those, variations or comparable expressions, including references to assumptions. These forward looking statements are not based on historical facts but rather on the Directors' current expectations and assumptions regarding the Company's future growth, results of operations, performance, future capital and other expenditures (including the amount, nature and sources of funding thereof), competitive advantages, business prospects and opportunities. In particular, there is no guarantee that the Company will be able to complete the Transaction. Such forward looking statements reflect the Directors' current beliefs and assumptions and are based on information currently available to the Directors.
A number of factors could cause actual results to differ materially from the results discussed in the forward looking statements including risks associated with vulnerability to general economic and business conditions, competition, environmental and other regulatory changes, actions by governmental authorities, the availability of capital markets, reliance on key personnel, uninsured and underinsured losses and other factors, many of which are beyond the control of the Company. Although any forward looking statements contained in this announcement are based upon what the Directors believe to be reasonable assumptions, the Company cannot assure investors that actual results will be consistent with such forward looking statements. Accordingly, readers are cautioned not to place undue reliance on forward looking statements. Subject to any continuing obligations under applicable law or any relevant AIM Rule requirements, in providing this information the Company does not undertake any obligation to publicly update or revise any of the forward looking statements or to advise of any change in events, conditions or circumstances on which any such statement is based.
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