| Thu 11 Jun 2009, 14:30 | | RDI - Rockwell - Executive Directors Select Haywood Securities To Provide |
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RDI
RDI
RDI - Rockwell - Executive Directors Select Haywood Securities To Provide
Standby Commitment For Fair Rights Offering
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")
EXECUTIVE DIRECTORS SELECT HAYWOOD SECURITIES TO PROVIDE STANDBY COMMITMENT
FOR FAIR RIGHTS OFFERING
June 11, 2009, Vancouver, BC - The Executive Directors of Rockwell Diamonds
Inc. (TSX: RDI; JSE: RDI; OTCBB: RDIAF) today announced the Company has
entered into a letter agreement with Haywood Securities Inc. ("Haywood") to
act as dealer manager and to provide a standby commitment, often referred to
as a "back-stop", for the planned Fair Rights Offering. Under the terms of a
letter agreement signed today, Haywood will back-stop the rights offering to a
maximum of C$3.6 million. The rights exercise price will be determined in the
context of the market subsequent to the June 17, 2009 shareholders meeting.
The Haywood offer is subject to Rockwell board approval and subject to Pala
Investments Holdings Limited`s initiatives not succeeding at the June 17
meeting. Under the terms of the offer Haywood would, for a fee of under 2% of
the amount back-stopped, manage the rights offering of up to 60 million shares
and will exercise any rights not subscribed for by existing Rockwell
shareholders.
The Fair Rights Offering does not require compromise of the Shareholders
Rights Plan and therefore no shareholder can use the rights offering to cement
control above 20%. Haywood`s letter offer is subject to definitive agreements
containing customary conditions, termination rights and regulatory approval.
"We are very pleased to have the support of Haywood for the Fair Rights
Offering," commented David Copeland, chairman and one of the Executive
Directors. "While I am confident that this Rights Offering will be heavily
subscribed by current shareholders who will want to maintain their equity
position, we are pleased that we will have the funds in place in about eight
weeks after the shareholders meeting. We believe the recent market volume and
prices are indicative of a recognition that Rockwell`s shares are
undervalued."
"Proceeds of the Fair Rights Offering will provide operational flexibility
until average diamond prices recover further and it will do so while
maintaining the Shareholder Rights Plan," added Mr Copeland. "Market analysts
have recently confirmed that in their view terminating the Shareholder Rights
Plan, as proposed by Pala, is not in the best interests of all shareholders."
The Executive Directors of Rockwell have established a purpose-specific web
site where additional information, including the Executive Directors`
Information Circular and Proxy, is available to shareholders relating to the
issues concerning the Special Meeting at www.executivedirectorsrockwell.com.
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.
THE EXECUTIVE DIRECTORS URGE YOU TO VOTE ONLY THE GREEN PROXY AS RECOMMENDED
ON THE GREEN 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 of 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 to 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.
Canada
11 June 2009
Sponsor
Sasfin Capital (A division of Sasfin Bank Limited)
Date: 11/06/2009 14:30:01 Produced by the JSE SENS Department.
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