| Mon 3 Nov 2008, 12:12 | | RDI - Rockwell - Rockwell Receives Second Independent Advice In Relation To Pala |
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RDI
RDI
RDI - Rockwell - Rockwell Receives Second Independent Advice In Relation To Pala
Bid
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 RECEIVES SECOND INDEPENDENT ADVICE
IN RELATION TO PALA BID
October 31, 2008, Vancouver, B.C. - Rockwell Diamonds Inc. ("Rockwell" or the
"Company") (TSX: RDI; JSE: RDI; OTCBB: RDIAF) announces that it has received a
second independent fairness opinion in respect of 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").
An opinion letter from RBC Capital Markets was enclosed with the response
circular dated 18 September 2008. Following the publication of the response
circular, the Securities Regulation Panel ("SRP") using its discretion in terms
of Rule 3.4 of the Code, ruled that a further appropriate external advisor was
required to advise the Board on the Offer.
In accordance with the requirements of the SRP, Rockwell undertook to obtain a
second independent expert opinion on the Offer. The Special Committee of
Rockwell`s independent directors, with the approval of the SRP, appointed Sasfin
Capital ("Sasfin"), a division of Sasfin Bank Limited, to provide the Special
Committee with an independent opinion as to whether the terms and conditions of
the Offer are fair to the shareholders of Rockwell.
Based on the assumptions and procedures set out in its letter, Sasfin calculated
that the fair value of each Rockwell share is not less than US$0.44 per share.
At the mid-rates quoted by Nedbank Capital, a division of Nedbank Limited of
South Africa at the time and date of signature of Sasfin`s opinion, October 30,
2008, of C$1.1932 and ZAR9.6600 per US dollar, this minimum value equates to
C$0.5250 and ZAR4.2504 respectively. This second opinion also indicates that
the Pala offer undervalues the Company from a financial point of view.
A full copy of the Sasfin opinion is available on the Rockwell website at
www.rockwelldiamonds.com. A copy of the Sasfin opinion will be posted to all
Rockwell shareholders.
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
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.
Canada
31 October 2008
Sponsor
Sasfin Capital (A division of Sasfin Bank Limited)
Date: 03/11/2008 12:12:16 Produced by the JSE SENS Department.
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