17 Dec 2013 16:00
NOT FOR DISTRIBUTION IN THE UNITED STATES OR FOR DISSEMINATION TO US NEWS WIRE SERVICES.
17 December 2013
AIM: STEL
Stellar Diamonds plc
("Stellar" or the "Company")
SHARE SUBSCRIPTION
ISSUE OF WARRANTS
Stellar Diamonds plc, the AIM quoted (AIM: STEL) diamond mining and exploration company focused on West Africa, announces that the Company has raised approximately £0.31 million before expenses through a subscription of 28,628,545new ordinary shares of 1p each (the "Subscription Shares") at a price of 1.1p per Subscription Share (the "Subscription"). Participants in the Subscription have also been issued warrants to subscribe for 28,628,545 new ordinary shares ("Warrant Shares"), in aggregate, also at a price of 1.1p per share. The warrants expire on 28 February 2014.
Use of proceeds
The funds placed will primarily be used to further progress the Company's strategy of taking Tongo through feasibility to reach a production decision and to fund the Company's near term working capital needs.
The Subscription
The Subscription has raised a total of £314,914 through the issue of 28,628,545 Subscription Shares at the subscription price of 1.1 pence per Subscription Share. The Subscription Shares will be issued credited as fully paid and will rank pari passu in all respects with the existing Ordinary Shares, including the right to receive all dividends and other distributions declared on or after the date on which they are issued. Application has been made for admission to AIM of the Subscription Shares ("Admission") which is expected to occur, and trading to commence at 8.00a.m. tomorrow morning, 18 December 2013.
Total voting rights
Following Admission, the Company's total issued share capital will comprise of 521,199,621 Ordinary Shares ("Issued Share Capital"). The Company does not hold any ordinary shares in treasury. Therefore the total number of shares with voting rights in the Company will be 521,199,621. 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 following Admission.
Substantial Shareholdings
Foradex Invest SRL ("Foradex"), the Company's largest shareholder, is subscribing for 24,628,545 Subscription Shares. Post Admission, Foradex will hold 89,563,545 Ordinary Shares representing 17.18 per cent. of the Company's Issued Share Capital.
Hottinger (Adam & Co.) ("Hottinger") is subscribing for 4,000,000 Subscription Shares. Post Admission, Hottinger will hold 28,618,500 representing 5.49 per cent. of the Company's Issued Share Capital.
Full exercise of the Warrants would increase both shareholders' interests to 20.77 per cent. and 5.93 per cent. respectively.
Related Party Transaction
In view of Foradex being a substantial shareholder in the Company, the Subscription by Foradex and the issue of warrants to Foradex (together the "Transaction") constitutes a related party transaction under the AIM Rules. The Directors consider, having consulted with the Company's nominated adviser, Daniel Stewart, that the terms of the Transaction are fair and reasonable in so far as the Company's shareholders are concerned.
About Stellar Diamonds plc
Stellar is an AIM quoted (AIM: STEL) listed West African focused diamond mining and exploration company which is advancing the 1.1 million carat Tongo Dyke-1 resource into the feasibility stage and towards a production decision in 2014. In addition, the Company holds the Droujba project which has a defined 3 million carat resource. Stellar remains in dispute with the Ministry of Mines in Sierra Leone regarding its two Kono licences and is pursuing both diplomatic and legal channels to ensure the proper reinstatement of these licences.
Further information about the Company can be found at www.stellar-diamonds.com
Enquiries:
Stellar Diamonds plc
Karl Smithson, Chief Executive Tel: +44 (0) 20 7257 2930
Daniel Stewart & Company plc
(Nominated Advisor and Broker)
Antony Legge, Ciaran Walsh, Martin Lampshire Tel: +44 (0) 20 7776 6550