| Thu 28 May 2009, 16:54 | | RDI - Rockwell - Rockwell Executive Directors to defend shareholder democracy |
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RDI
RDI
RDI - Rockwell - Rockwell Executive Directors to defend shareholder democracy
against threatened Pala Court challenge
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 EXECUTIVE DIRECTORS TO DEFEND SHAREHOLDER DEMOCRACY AGAINST
THREATENED PALA COURT CHALLENGE
May 28, 2009, Vancouver, BC - The Executive Directors of Rockwell Diamonds
Inc. (TSX: RDI; JSE: RDI; OTCBB: RDIAF), David Copeland, P.Eng, Chairman, Dr.
John Bristow, CEO and Dr. Mark Bristow, today responded to the May 27, 2009
news release of Pala Investment Holdings Limited in which Pala indicates that
the Executive Directors do not have the standing to add anything to the
agenda for the June 17, 2009 special shareholders meeting.
The Executive Directors issued an information circular on May 22, 2009,
soliciting proxies to defeat Pala`s two initiatives including removing the
Executive Directors from office and terminating the previously shareholder-
approved Shareholders Rights Plan. However in addition to defeating this
thinly disguised cashless take-over by Pala, the Executive Directors are
seeking shareholders` approval for a Fair Rights Offering and a denial of
Pala`s costs relating to the unnecessary special meeting. The shareholders
should not have to bear the burden of the costs associated with this latest
take-over attempt. Consequently, the Executive Directors have instructed
their legal counsel to appear in British Columbia Supreme Court to defend the
right of the Executive Directors to take their case to shareholders.
Mr. Copeland commented "The Rockwell Board supported the idea that the
Executive Directors have the right to appeal directly to shareholders to
offer a competing financing strategy to the Pala-backed rights offering.
Based on the feedback we are getting, Rockwell shareholders are very
concerned about Pala`s offer of a rights-offering back-stop, and shareholders
would much prefer to see a third party guarantee the rights offering as
proposed in our Fair Rights Offering. It is clear Pala is attempting to
stifle shareholder democracy by pushing an agenda with only negative options
for our shareholders. The Executive Directors will continue to fight for
Rockwell shareholders. It is obvious Pala underestimates Rockwell
shareholders and their understanding of exactly what is at stake on June 17."
The Executive Directors have established a purpose-specific web site,
www.executivedirectorsrockwell.com, where information is available for all
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 FUTURE OF ROCKWELL DIAMONDS INC. WILL BE DETERMINED BY THE
OUTCOME OF THIS VOTE. DO NOT ALLOW A DISSIDENT MINORITY
SHAREHOLDER TO TAKE CONTROL OF ROCKWELL AND YOUR INVESTMENT
VOTE ONLY THE GREEN PROXY
The Executive Directors urge you to support their continued stewardship of
the Company by voting AGAINST the special resolution to remove them from
office and by voting FOR a Fair Rights Offering, which will provide balance
to the Company`s shareholder constituents, by using the GREEN form of proxy.
For further information, contact:
The Laurel Hill Advisory Group 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 comments by the Executive Directors in this news release and on the
website are solely their own and not of any other director. For general
information about Rockwell please visit its own 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. Questions relating to
the Executive`s Director`s positions in respect of the Meeting should be
directed to Laurel Hill Advisory Group as per above.
No regulatory authority has approved or disapproved the information contained
in this news release.
Johannesburg
28 May 2009
Sponsor
Sasfin Capital (a division of Sasfin Bank Limited)
Date: 28/05/2009 16:54:02 Produced by the JSE SENS Department.
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