| Tue 15 Apr 2008, 15:00 | | RDI - Rockwell Diamonds Inc. Adopts Shareholder Ri |
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RDI
RDI
RDI - Rockwell Diamonds Inc. Adopts Shareholder Rights Plan
ROCKWELL DIAMONDS INCORPORATED
(A company incorporated in accordance with the laws of British Columbia, Canada)
(Incorporation number BCO354545)
(Formerly Rockwell Ventures Inc.)
(South African registration number: 2007/031582/10)
Share code on the JSE Limited: RDI & ISIN: CA77434W1032
Share code on the TSXV RDI & CUSIP Number: 77434W103
Share code on the OTCBB: RDIAF
("Rockwell")
ROCKWELL DIAMONDS INC. ADOPTS SHAREHOLDER RIGHTS PLAN
April 15, 2008, Vancouver - Rockwell Diamonds Inc. ("Rockwell" or the "Company")
(TSX: RDI, OTCBB: RDIAF) announced today that its Board of Directors has
approved the adoption of a Shareholder Rights Plan Agreement (the "Rights
Plan").
The Rights Plan has been adopted to ensure the fair treatment of all Rockwell
shareholders in the eventuality of a possible take-over bid for the outstanding
common shares of Rockwell. In the event that a takeover bid should occur the
Rights Plan provides a mechanism to ensure that shareholders have adequate time
to properly evaluate and assess a take-over bid without facing undue pressure or
coercion. The Rights Plan also provides the Board with additional time to
consider any take-over bid and, if applicable, to explore alternative
transactions in order to maximize shareholder value. As such, the Rights Plan is
not designed to prevent take-over bids that treat Rockwell shareholders fairly.
Pursuant to the terms of the Rights Plan, any bid that meets certain criteria
intended to protect the interests of all shareholders are deemed to be
"Permitted Bids". A Permitted Bid must be made by way of a take-over bid
circular prepared in compliance with applicable securities laws and, in addition
to certain other conditions, must remain open for 60 days. In the event a take-
over bid does not meet the Permitted Bid requirements of the Rights Plan, the
rights issued under the plan will entitle shareholders, other than any
shareholder or shareholders involved in the take-over bid, to purchase
additional common shares of Rockwell at a significant discount to the market
price of the common shares at that time.
Rockwell President and CEO, John Bristow commented "This Rights Plan is simply a
proactive measure that we believe is appropriate to adopt in light of the
increased pace of merger and acquisition activity in the mining industry. We
feel this is the prudent thing to do to protect shareholder value while we are
embarking on the current growth phase of the Company."
The Rights Plan will be presented for ratification by the shareholders at
Rockwell`s 2008 annual meeting. If ratified by shareholders, the Rights Plan
will have a term of three years.
For further details on Rockwell Diamonds Inc., please visit the Company`s
website at www.rockwelldiamonds.com or contact Investor Services at (604) 684-
6365 or within North America at 1-800-667-2114.
John Bristow
President and CEO
Johannesburg
15 April 2008
Sponsor
Sasfin Capital (A division of Sasfin Bank Limited)
No regulatory authority has approved or disapproved the information contained in
this news release.
Forward Looking Statements
This release includes certain statements that may be deemed "forward-looking
statements". Other than statements of historical fact all statements in this
release that address future production, reserve or resource potential,
exploration drilling, exploitation activities and events or developments that
each Company expects are forward-looking statements. Although the Company
believes the expectations expressed in such forward-looking statements are based
on reasonable assumptions, such statements are not guarantees of future
performance and actual results or developments may differ materially from those
in the forward-looking statements. Factors that could cause actual results to
differ materially from those in forward-looking statements include market
prices, exploitation and exploration successes, changes in and the effect of
government policies regarding mining and natural resource exploration and
exploitation, availability of capital and financing, geopolitical uncertainty
and political and economic instability, and general economic, and market or
business conditions. Investors are cautioned that any such statements are not
guarantees of future performance and that actual results or developments may
differ materially from those projected in the forward-looking statements. For
more information on Rockwell, Investors should review Rockwell`s annual Form 20-
F filing with the United States Securities and Exchange Commission at
www.sec.com and the Company`s home jurisdiction filings that are available at
www.sedar.com
Date: 15/04/2008 15:00:01 Produced by the JSE SENS Department.
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