| Thu 16 Oct 2008, 7:40 | | RDI - Rockwell - Rockwell Receives SRP Ruling on Pala Offer |
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RDI
RDI
RDI - Rockwell - Rockwell Receives SRP Ruling on Pala Offer
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 TSX: RDI CUSIP Number: 77434W103
Share code on the OTCBB: RDIAF
("Rockwell")
ROCKWELL DIAMONDS INC RECEIVES RULING THAT PALA OFFER IN BREACH OF SOUTH AFRICAN
SECURITIES LEGISLATION
October 15, 2008, Vancouver, B.C. - Rockwell Diamonds Inc. ("Rockwell" or the
"Company") (TSX: RDI; JSE: RDI; OTCBB: RDIAF) announced today that the Executive
Director of the South African Securities Regulation Panel ("the SRP") in
response to objections lodged by Rockwell issued a ruling on October 14, 2008
with respect to the unsolicited offer (by Pala Investments Holdings Ltd ("Pala")
to acquire all of the outstanding shares of Rockwell for $0.36 per share ("the
Offer").
The Executive Director has ruled that the Offer is in breach of certain of the
provisions of the Securities Regulation Code on Takeovers and Mergers and the
Rules of the Securities Regulation Panel of South Africa (collectively, "the SRP
Code") and has ordered Pala to amend the Offer.
The guiding principle of the SRP Code is to ensure the fair and equal treatment
of all security holders. The Executive Director has ruled that the Offer fails
to properly consider the rights of option holders and warrant holders and ruled
that appropriate offers must be made to the holders of outstanding Rockwell
warrants and Rockwell options pursuant to Rule 12 of the SRP Code in instances
where the warrants or options have a positive monetary value.
The Executive Director also ruled that the Offer fails to comply with the SRP
Code because it is subject to several conditions which depend solely on the
subjective judgment of Pala. Accordingly, Pala is obliged to issue a
supplemental offer circular in which it amends the conditions set out in
paragraphs 4Copyright, 4(l) and 4(o) of Pala`s takeover bid circular by removing
the elements of those conditions that are within Pala`s subjective discretion to
determine fulfilment.
The Executive Director specifically noted that he did not receive a copy of the
Offer document until the day it was filed and that the Panel had not given its
approval of the Offer document.
"Pala`s failure to comply with certain of the requirements of the SRP Code is
consistent with its opportunistic conduct in making the Offer", said John
Bristow, President, Chief Executive Officer and director of Rockwell. "Pala has
sought to circumvent the principles of fair and equal treatment of all
securityholders reflected in the SRP Code. In addition to undervaluing the
Company and seeking to deprive security holders of the opportunity to share in
the Company`s significant upside potential, Pala seeks to intentionally deprive
securityholders of the rights afforded to them under the SRP Code. Our Special
Committee and Board of Directors reiterate their unanimous recommendation that
shareholders that Offer is inadequate and unfair, and shareholders should REJECT
the Offer and NOT TENDER their shares".
The directors of Rockwell, accept responsibility for the information contained
in this announcement and confirm that to the best of their knowledge and belief
(having taken all reasonable care to ensure that such is the case) the
information contained in this announcement is in accordance with the facts and,
where appropriate, does not omit anything likely to affect the import of such
information.
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
Canada
16 October 2008
Sponsor
Sasfin Capital
(A division of Sasfin Bank Limited)
Forward Looking Statements
This release includes certain statements that may be deemed "forward-looking
statements". Other than statements of historical fact may be forward-looking
statements, including, but not limited to, statements in this release about the
expected upside potential of holding Rockwell shares, anticipated increases in
the Company`s level of production, decreases in operating costs and increases in
the price of diamonds, the upward trend in the value of diamonds produced by
Rockwell, and the likelihood of a better transaction emerging. Although the
Company believes the expectations expressed in such forward-looking statements
are based on reasonable assumptions, including, but not limited to assumptions
regarding the success of the Company`s brownfields expansion efforts, the
Company`s cost structure, and matters that would affect a third party`s decision
to enter into an alternative transaction with the Company, 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. The Company undertakes no
obligation to update forward-looking statements except to the extent required by
law. For more information on Rockwell, investors should review Rockwell`s
annual Form 20-F filing with the United States Securities and Exchange
Commission www.sec.com and its home jurisdiction filings that are available at
www.sedar.com.
Date: 16/10/2008 07:40:02 Produced by the JSE SENS Department.
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