Stellar Diamonds Regulatory News (STEL)

(a) Full name of discloser:

Stellar Diamonds Plc

(b) Owner or controller of interests and short positions disclosed, if different from 1(a):

The naming of nominee or vehicle companies is insufficient. For a trust, the trustee(s), settlor and beneficiaries must be named.

N/A

(c) Name of offeror/offeree in relation to whose relevant securities this form relates:

Use a separate form for each offeror/offeree

Stellar Diamonds Plc

(d) Is the discloser the offeror or the offeree?

OFFEREE

(e) Date position held:

The latest practicable date prior to the disclosure

16 February 2018

(f) In addition to the company in 1c above, is the discloser making disclosures in respect of any other party to the offer?

If it is a cash offer or possible cash offer, state "N/A"

No

Class of relevant security:

1 pence ordinary shares

Interests

Short positions

Number

%

Number

%

(1) Relevant securities owned and/or controlled:

Nil

Nil

(2) Cash-settled derivatives:

Nil

Nil

(3) Stock-settled derivatives (including options) and agreements to purchase/sell:

Nil

Nil

TOTAL:

Nil

Nil

Class of relevant security in relation to which subscription right exists:

nil

Details, including nature of the rights concerned and relevant percentages:

nil

Details of any interests, short positions and rights to subscribe (including directors' and other employee options) of any person acting in concert with the party to the offer making the disclosure:

a) Holdings in ordinary shares of 1 pence each in Stellar Diamonds plc

1. Includes 3,190 shares held on trust by Savernake Holdings;

2. Held by Wilderspool Investments No 2 and Palmville for the beneficial interest of Peter Daresbury's adult children;

3. Includes 49,272 shares held by Mrs Sara Smithson;

4. Includes 240,000 shares held by Mrs Susannah Poulton;

5. The ultimate beneficial owner/controller of Deutsche Balaton Aktiengesellschaft ("Deutsche Balaton") is Wilhelm K. T. Zours. Mr Zours' controlling beneficial interest in Deutsche Balaton is held through intermediary holding companies VV Beteiligungen Aktiengesellschaft and DELPHI Unternehmensberatung Aktiengesellschaft ("DELPHI"). Hansjörg Plaggemars is a director of DELPHI and consultant to Deutsche Balaton.

6. Includes 39,360 shares held by Mr Carr's wife.

b) Director share options granted

1 Exercisable for a period of 5 years from 20 December 2017 ("Grant Date"). One third of the options have vested, one third will vest in six months after the Grant Date and one third in twelve months after the Grant Date. 

c) Interest in convertible loan notes and warrants

Steven Poulton has the following rights over ordinary shares

1 The exercise price of the warrants is currently assumed to be 5 pence per ordinary share. However the exercise price of the warrants and the resulting quantum of shares issued upon exercise may vary in accordance with the terms of the loan note agreements (which are summarised in Stellar Diamonds' announcements).

Deutsche Balaton has the following rights over ordinary shares

1 The exercise price of the warrants is currently assumed to be 5 pence per ordinary share, at an exchange rate of 1.41 USD = 1.00 GBP. However the exercise price of the warrants and the resulting quantum of shares issued upon exercise may vary in accordance with the terms of the loan note agreements (which are summarised in Stellar Diamonds' announcements).

In addition to the interests stated above, Deutsche Balaton also has rights over a further 14,184,397 Ordinary Shares in Stellar Diamonds pursuant to an agreement entered into with Stellar Diamonds on 5 October 2016 (as subsequently amended) whereby Deutsche Balaton AG conditionally agreed to waive certain of its rights under its convertible loan note relating to its ability to convert/and or exercise its loan note and warrants respectively into shares in a subsidiary of the Company.

Details of any indemnity or option arrangement, or any agreement or understanding, formal or informal, relating to relevant securities which may be an inducement to deal or refrain from dealing entered into by the party to the offer making the disclosure or any person acting in concert with it:

Irrevocable commitments and letters of intent should not be included. If there are no such agreements, arrangements or understandings, state "none"

None

Details of any agreement, arrangement or understanding, formal or informal, between the party to the offer making the disclosure, or any person acting in concert with it, and any other person relating to:

(i) the voting rights of any relevant securities under any option; or

(ii) the voting rights or future acquisition or disposal of any relevant securities to which any derivative is referenced:

If there are no such agreements, arrangements or understandings, state "none"

None

Supplemental Form 8 (Open Positions)

NO

Supplemental Form 8 (SBL)

NO

16 February 2018

Karl Smithson

0207 164 6371