21 May 2012 12:02
NOT FOR DISTRIBUTION IN THE UNITED STATES OR FOR DISSEMINATION TO US NEWS WIRE SERVICES.
21 May 2012
AIM: STEL
Stellar Diamonds plc
("Stellar" or the "Company")
RESULT OF GENERAL MEETING
This replaces announcement 7508D.
Stellar Diamonds plc, the London listed (AIM: STEL) diamond mining and exploration company focused on West Africa, announces that, at the General Meeting held today in relation to (i) the proposed capital reorganisation and (ii) the proposed placing to raise £2 million (before expenses) ("the Placing"), all of the resolutions set out in the circular to shareholders dated 2 May 2012 were duly passed without amendment.
As a result, each of the Company's 216,776,659 existing ordinary shares of 5p each ("Existing Ordinary Shares") has been sub-divided into one new ordinary share of 1p each (a "New Ordinary Share") and one new deferred share of 4p each (a "Deferred Share") (the "Capital Reorganisation").
Dealings on AIM in the Existing Ordinary Shares will cease at the close of business today 21 May 2012. Application has been made for the admission of 283,693,650 New Ordinary Shares (comprising 216,776,659 New Ordinary Shares issued pursuant to the Capital Reorganisation and 66,916,991 New Ordinary Shares issued pursuant to the Placing) to trading on AIM ("Admission"). Admission is expected to take place at 8.00 a.m. on 22 May 2012. No application will be made for admission of the Deferred Shares to trading on AIM nor will any such application by made to any other exchange.
Immediately following Admission, the enlarged issued ordinary share capital of the Company will consist of 283,693,650 New Ordinary Shares. The Company does not hold any New Ordinary Shares in treasury. Therefore the total number of shares with voting rights in the Company will be 283,693,650. This figure may be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the share capital of the Company.
A copy of the revised Articles of Association adopted at the General Meeting will be made available free of charge on the Company's website at www.stellar-diamonds.com.
The New Ordinary Shares will continue to carry the same rights and benefits as those attached to the Existing Ordinary Shares (save for the reduction in nominal value). The number of New Ordinary Shares in issue following the Capital Reorganisation is unchanged from the number of Existing Ordinary Shares in issue immediately prior to the Capital Reorganisation. Shareholders' individual holdings will be for, the same number of New Ordinary Shares as the number of Existing Ordinary Shares immediately prior to the General Meeting. Any share certificates for the Existing Ordinary Shares will remain valid for the New Ordinary Shares.
Enquiries:
Stellar Diamonds plc
Karl Smithson, Chief Executive Tel: +44 (0) 20 7257 2930
Northland Capital Partners Limited
(Nominated Advisor and Broker)
Gavin Burnell, Edward Hutton Tel: +44 (0) 20 7796 8800
Daniel Stewart & Company plc
(Joint Broker)
Martin Lampshire, Antony Legge Tel: +44 (0) 20 7776 6550
Pelham Bell Pottinger
James MacFarlane, Joanna Boon Tel: +44 (0) 20 7861 3232
Information on the Deferred Shares
The Deferred Shares will not entitle their holders (a) to receive notice of or attend and vote at any general meeting of the Company (b) to receive any dividend or other distribution; or (c) to participate in any return on capital on a winding up other than the nominal amount paid on such shares following a substantial distribution to holders of ordinary shares in the Company.
The Deferred Shares will be effectively valueless, non-transferable and have no effect on the economic interest of the Shareholders. Share certificates will not be issued in respect of the Deferred Shares. The Company will have the right to repurchase all the Deferred Shares for an aggregate consideration of 1p.