| Fri 14 Dec 2007, 9:00 | | DMR - Diamond Core - Important dates and times in respect of the scheme of |
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DMR
DMR
DMR - Diamond Core - Important dates and times in respect of the scheme of
arrangement
Diamond Core Resources Limited
(Incorporated in the Republic of South Africa)
(Registration number 1998/013468/06)
Share code: DMR ISIN: ZAE000076956
("Diamond Core")
IMPORTANT DATES AND TIMES IN RESPECT OF THE SCHEME OF ARRANGEMENT
1. INTRODUCTION
Shareholders are referred to the announcement dated 7 September 2007 in which
shareholders were advised that that the board of directors of Diamond Core had
received an offer ("the offer") from BRC Diamond Corporation ("BRC") to acquire
all of the issued ordinary shares of Diamond Core and thereby to effect a
merger of BRC and Diamond Core.
The offer is to be effected, subject to certain conditions precedent, by way of
a court-sanctioned scheme of arrangement ("scheme") under the provisions of
Section 311 of the Companies Act, 1973 (South Africa), in terms of which
Diamond Core shareholders will, if the Scheme becomes operative, receive 1 new
BRC common share for every 24.5 Diamond Core ordinary shares held.
The purpose of this announcement is to inform shareholders of the important
dates and times in respect of the scheme.
2. SCHEME MEETING
Shareholders are advised that in terms of an Order of Court dated Tuesday, 11
December 2007, the High Court of South Africa has granted Diamond Core leave to
convene a meeting to consider the scheme ("scheme meeting"), to be held at
09:00, on Monday, 14 January 2008 (or any adjourned date as determined by the
Chairperson) at Block C, St Andrews Office Park, Meadowbrook Lane, Epsom Downs,
Bryanston, 2024.
3. IMPORTANT DATES AND TIMES
2007
Court hearing to convene scheme meeting Tuesday, 11 December
Notice of scheme meeting and Order of Court
released on SENS Friday, 14 December
Notice of scheme meeting and Order of
Court published in the press (Business Day and Beeld) Friday, 14 December
Notice of scheme meeting and Order of Court published in
the press (Sunday Times and Rapport) Sunday, 16 December
Notice of scheme meeting published in the
Government Gazette Friday, 21 December
2008
Last day to trade ordinary shares on the JSE in
order to be recorded in the register on the
voting record date (see note 2 below) Thursday, 3 January
Voting record date, being the date on which
Diamond Core shareholders must be recorded
in the register in order to be eligible to vote
at the scheme meeting Thursday, 10 January
Last day to lodge form of proxy for the
scheme meeting (by 09:00)(see notes 3 and 4 below) Friday, 11 January
Scheme meeting held (at 09:00) Monday, 14 January
Results of scheme meeting to be released on SENS Monday, 14 January
Results of scheme meeting to be published in
the press Tuesday, 15 January
The report of the Chairperson to be available
for inspection Tuesday, 15 January
Court hearing to sanction the scheme
(at 10:00 or so soon thereafter as
Counsel may be heard) Tuesday, 22 January
Outcome of Court hearing to be released on SENS Tuesday, 22 January
Outcome of Court hearing to be published in the press Wednesday, 23 January
Order of Court sanctioning the scheme registered
by the Registrar of Companies Thursday, 24 January
The dates below are subject to the fulfilment of the conditions precedent as
set out in paragraph 5 of the scheme. To the extent that the conditions
precedent are not fulfilled by Thursday, 24 January 2008, the dates set out
below will be delayed accordingly and any such changes will be announced on
SENS and published in the press.
Finalisation date announcement once all
conditions precedent have been fulfilled
and/or waived to be released on SENS Thursday, 24 January
Finalisation date announcement once all
conditions precedent have been fulfilled and/or
waived to be published in the press Friday, 25 January
Last day to trade ordinary shares on the JSE in
order to be recorded in the register on the
consideration record date Friday, 1 February
Suspension of Diamond Core`s listing on the
JSE from the commencement of trading Monday, 4 February
BRC common shares will be listed and
trading will commence on the JSE at the
commencement of trading on the JSE under
ISIN: CA05565C1095 and JSE code "BCD" Monday, 4 February
Consideration record date, being the date on
which Diamond Core shareholders must be recorded
in the register in order to be eligible
to receive the scheme consideration Friday, 8 February
Operative date of the scheme, from the
commencement of trading Monday, 11 February
Transfer of listing of BRC common shares from
TSX- V to TSX, on or about Monday, 11 February
Termination of Diamond Core`s listing on the
JSE, from the commencement of trading Monday, 11 February
If the forms of surrender and transfer and the document(s) of title are
received by the transfer secretaries on or prior to 12:00 on the consideration
record date of the scheme, the share certificates in respect of the share
portion of the scheme consideration and the cheques in respect of the cash
portion of the scheme consideration will be posted to certificated scheme
participants on the operative date. Failing such receipt, the share
certificates in respect of the share portion of the scheme consider ation and
the cheques in respect of the cash portion of the scheme consideration will be
posted to certificated scheme participants within five business days of receipt
of the form of surrender and transfer and the relevant document(s) of title by
the transfer secretaries.
Dematerialised scheme participants will have their accounts held at their CSDP
or broker credited and updated with the scheme consideration (both shares and
cash) on the operative date.
In the event of the conditions precedent set out in paragraph 5 of the scheme
not being fulfilled by 31 March 2008, or such later date as BRC and Diamond
Core agree to, the scheme will fail to become operative and will be of no force
and effect.
Notes:
1. The abovementioned times are South African times and are subject to change.
Any change to the above dates and times will be agreed upon by BRC and Diamond
Core and advised to Diamond Core shareholders by release on SENS and
publication in the press.
2. Diamond Core shareholders should note that, as Diamond Core ordinary shares
are settled in the Strate environment, settlement for trade takes place five
business days after the trade date. Therefore shareholders who acquire Diamond
Core ordinary shares after Thursday, 3 January 2008, will not be eligible to
vote at the scheme meeting, although they will be entitled to participate in
the scheme provided they are recorded in the register on the consideration
record date.
3. If the scheme meeting is adjourned or postponed, forms of proxy for the
scheme meeting must be received by the transfer secretaries by no later than
the business day prior to the adjourned or postponed meeting.
4. If the forms of proxy are not received by the transfer secretaries by the
time and date shown above, they may be handed t o the Chairperson of the scheme
meeting by not later than 10 minutes before the commencement of the scheme
meeting.
5. If you wish to rematerialise or dematerialise your ordinary shares, please
contact your CSDP or broker. However, no rematerialisation or dematerialisation
will take place after Friday, 1 February 2008. Only dematerialised ordinary
shares may be traded on the JSE.
4. CIRCULAR
A circular providing further information in respect of the scheme, and
containing, inter alia, a notice of scheme meeting, an explanatory statement,
the scheme of arrangement, an Order of Court, a form of proxy and a form of
surrender and transfer, will be posted to shareholders shortly.
Johannesburg
14 December 2007
For further information or enquiries, please contact Theo Botoulas on
+(27)828522150 or on +(27)117064888.
Corporate adviser and sponsor to Diamond Core
RIVER GROUP
Attorneys to Diamond Core
WERKSMANS ATTORNEYS
Corporate adviser to BRC
RBC Capital Markets
Legal counsel to BRC
Macleod Dixon
Legal counsel to corporate adviser
FASKEN MARTINEAU
Independent advisor to the board of Diamond Core
VENMYN
Independence you cant trust
Date: 14/12/2007 09:00:05 Produced by the JSE SENS Department.
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