| Wed 20 May 2009, 14:30 | | RDI - Rockwell Diamonds Incorporated - Rockwell Diamond`s executive directors |
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RDI
RDI
RDI - Rockwell Diamonds Incorporated - Rockwell Diamond`s executive directors
comment on the special shareholders meeting and plans
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 DIAMOND`S EXECUTIVE DIRECTORS COMMENT ON THE SPECIAL SHAREHOLDERS
MEETING AND PLANS
May 20, 2009, Vancouver, B.C. -
Introduction
On 29 April 2009, Pala Investments Holdings Limited ("Pala"), which holds 19.9%
of Rockwell`s issued share capital, announced in Toronto that it had
requisitioned a meeting of Rockwell shareholders to be held on 17 June, 2009 to
vote on the appointment of three proposed new directors and to terminate the
shareholders rights plan.
Response by the Executive Directors of Rockwell
Three directors of Rockwell, namely John Bristow, CEO, David Copeland Chairman,
and Mark Bristow, Director (herein the "Executive Directors") issued this press
release today in their own names and not on behalf of any other Rockwell
director. The Executive Directors are responding to the special shareholders
meeting requisitioned by Pala.
Firstly, the Executive Directors consider the calling of the Special Meeting by
Pala to be completely unnecessary as Rockwell`s counsel had already advised Pala
that the Annual General Meeting of Rockwell shareholders would be held in July
2009, within the four month period for the requisitioned special meeting.
Shareholders and management will now suffer the costs and distraction of two
shareholders meetings in quick succession.
"On behalf of the three Executive Directors I want to set the record straight,"
said David Copeland, Chairman. "We see Pala`s proposal to remove the Executive
Directors and to terminate Rockwell`s shareholders rights plan as yet another
attempt to control the Company - this time, as a kind of cashless takeover. The
information circular prepared by the Executive Directors on behalf of Rockwell
that will be mailed to shareholders in due course will offer a competing
financial plan and going-forward vision that will protect the interests of all
our shareholders."
Since September 2008, Rockwell`s management has been subjected to ongoing
attacks by Pala - a minority shareholder, placing considerable strain on the
Company`s financial resources and management time. In spite of this, the
Company has proactively addressed the challenges of the global economic crisis,
which have adversely impacted on diamond prices. The management team has
steadily improved and enhanced operational activities, productivities have
increased and operational costs have continued to decrease. Prices for diamonds
are also showing some signs of improvement and the Executive Directors believe
the worst is behind us.
In spite of the additional challenges presented by Pala`s negative actions, the
executive team has, through its networks and management skills, been able to
attract and retain skilled technical and operations management with key
engineering expertise, and we are also actively seeking out additional senior
level executives for the roles of Chief Operating Office and, in due course, a
successor Chief Executive Officer to strengthen the executive and operations
team. The Company is now well positioned for long term competitive growth, and
to benefit from improved diamond prices as world economies emerge from
recession.
Mr. Copeland added, "It seems clear to us that Pala intends to terminate our
existing shareholder rights plan so they can cement their control over Rockwell
through a rights offering or other financing that they will dominate. This is
clearly a continuation of the failed takeover attempt they launched last year,
only this time they are seeking to control the Company without offering to pay
shareholders any control premium at all. Shareholders will see in our circular
that we have a competing plan that will not just hand over control to anybody."
The Executive Directors are committed to providing our shareholders with regular
updates on all developments of your Company in advance of the Special Meeting,
in addition to the mandated information circular.
The Executive Directors are establishing a purpose-specific web site where
additional information is made available to shareholders relating to the issues
concerning the Special Meeting. This site will be updated regularly and kept
current leading up to the Special Meeting on June 17, 2009.
The Laurel Hill Advisory Group has been engaged by the Executive Directors to
assist with shareholder communications and proxy solicitation for the Special
Meeting. Questions and Inquiries can be directed to Laurel Hill by email at
rockwellinfo@laurelhillag.com or by phone at:
Toll free Or Collect
North America 1-888-882-6737 1-416-637-4661
Europe 00-800-8655-1111
South Africa 0-800-982-179
The Information in this Press Release reflects the Views of the Executive
Directors Only
About Rockwell Diamonds
Rockwell is a junior mining and development company with established operations
in historical diamond producing regions of South Africa. Its focus is production
of high quality gemstone diamonds from alluvial deposits. The Company has an
experienced management team and well qualified Board (including representation
from Pala) with a well directed strategy to build long-term value for all
shareholders.
The Company currently holds interests in four alluvial diamond mining operations
and has an excellent pipeline of brownfields projects available for development
as capital and diamond markets emerge from the recent credit crunch and economic
downturn. These projects include a number of properties it acquired from the
Trans Hex Group, all of which have been extensively drilled and evaluated.
The Company`s existing operations have a solid record of producing large, high
value diamonds, including a significant proportion of +2 carat gemstones,
regular recovery of +100 carat gemstones, and some fancy diamonds including blue
and pink stones. Rockwell achieved an average price of almost US$2,000/carat for
its diamond sales in fiscal 2008.
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. Investor Services deals with
Company information and is not authorized to discuss matters or answer questions
relating the contested special shareholders meeting.
John Bristow, David Copeland, Mark Bristow
No regulatory authority has approved or disapproved the information contained in
this news release.
Canada
20 May 2009
Sponsor
Sasfin Capital (a division of Sasfin Bank Limited)
Date: 20/05/2009 14:30:02 Produced by the JSE SENS Department.
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