| Wed 4 Nov 2009, 10:26 | | DMC - DiamondCorp Plc - Issue of shares for cash |
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DMC
DMC
DMC - DiamondCorp Plc - Issue of shares for cash
DiamondCorp Plc
JSE share code: DMC & AIM share code: DCP
ISIN: GB00B183ZC46
(Incorporated in England and Wales)
(Registration number 05400982)
(SA company registration number 2007/031444/10)
("DiamondCorp" or "the Company")
ISSUE OF SHARES FOR CASH
DiamondCorp, the South African diamond mining and exploration company,
is pleased to announce that in accordance with the general authority
approved by shareholders at the annual general meeting held on 6 May
2009, the Company has placed 6,000,000 fully paid ordinary shares
(`new shares`) of 3p par value for gross proceeds of GBP600,000.
The new shares represent 14.60% of the Company`s issued share capital
and will rank pari passu with all existing shares.
The Company has applied for the new shares to be listed on the JSE
Limited (`JSE`) and the AIM Market of the London Stock Exchange. The
admission of the shares to trading is expected on Friday, 6 November
2009.
The shares have been placed at 10 pence per share (the equivalent of
R1.27 per share) at the prevailing exchange rate of 12.68R to new and
existing "public" shareholders within the meaning of paragraphs 4.25
and 4.26 of the Listings Requirements of the JSE, as well as directors
of the Company.
The Directors of Diamondcorp, with the exception of the directors
taking part in the Placing as set out below, consider, having
consulted with the Nominated Adviser that the terms of the transaction
are fair and reasonable insofar as shareholders are concerned.
The proceeds of the placing will be used to complete a drilling
programme on the Company`s Jwaneng South kimberlite exploration
project in Botswana and for general working capital purposes.
The Company is paying to regulated firms placing the shares a 5%
commission and a 5% broker warrant at the placing price exercisable at
any time for 36 months after the issue date of the new shares. The
broker warrant will be subject to shareholder approval at the next
general meeting of shareholders.
Financial effects
The table below reflects the pro forma financial effects of the
placement. This table has been prepared for illustrative purposes only
in terms of the Listings Requirements of the JSE and therefore, due to
its nature may not truly reflect DiamondCorp`s financial position or
results. The directors of DiamondCorp are responsible for the
preparation of the pro forma financial effects.
Before issue After issue of % change
of new new shares (iii)
shares (i) (ii)
Basic loss per
share (pence) 2.4 2.1 12.75
Headline loss
per share 2.4 2.1 12.75
(pence)
Net asset value
per share 30.0 27.4 8.67
(pence)
Tangible net
asset value per 9.5 9.5 0.00
share (pence)
Number of shares
in issue 41,086,995 47,086,995 14.60
Notes
(i) The "Before issue of new shares" figures are based on the DiamondCorp
unaudited interim results for the six months ended 30 June 2009.
(ii) The "After issue of new shares" is based on the assumption that the
issue of new shares was effective on 1 January 2009. It is assumed that the
proceeds will be utilized for working capital and will therefore not affect
earnings for the period.
(iii) The percentage change has been calculated on rounded numbers.
Additional Information
In accordance with Schedule 13.6 of the JSE Listing Rules, the Company
provides the following additional information.
(a) The placing price is an average discount of 45% to the 30 trading
price for the Company on the AIM Market of the London Stock
Exchange.
(b) The parties participating in the placing are:
JPMF Natural Resources Fund
Aktiva Group
Wills & Co
Astaire Securities
A to B Capital
Ian Lynch
Euan A. Worthington (a Director)
Green Dragon Nominees Pty Ltd (A company associated with Paul R.
Loudon, a Director)
Jonathan Willis-Richards (A Director)
John Kutkevicius
Fiske Nominees Limited
Peter Freeman
JM Finn Nominees Limited
Luckyvilla Holdings Limited
The shareholdings of the Directors participating in the placing
prior to the issue of the new shares is:
Paul R. Loudon 1,798,052 4.37%
Euan A. Worthington 90,000 0.21%
Jonathan Willis-Richards 75,000 0.18%
The shareholdings of the Directors participating in the placing
after the issue of the new shares will be:
Paul R. Loudon 2,088,052 4.40%
Euan A. Worthington 190,000 0.40%
Jonathan Willis-Richards125,000 0.27%
(c) The working capital from this placing will allow the Company to
meet its financial obligations for the remainder of the financial
year.
(d) The Directors of the Company believe that the issue of shares for
cash is in the best interests of the Company and shareholders as
a whole, and that if it is not completed, the Company may not be
able to meet its financial commitments as and when they fall due.
(e) All documentation supporting the requirement for the issue of
shares for cash has been supplied to the JSE Limited in
accordance with Schedule 13.5 of the JSE Listing Rules.
(f) No additional financing arrangements are contingent of the
completion of the issue of shares for cash.
(g) Directors and interests associated with Directors are
participating in the issue of shares for cash. The board
considers this issue of shares for cash is fair in so far as all
shareholders are concerned and independent price discovery was
undertaken by the Company`s London broker Cenkos Securities
Limited.
(h) The working capital provided by this placement will not be
sufficient for the next 12 months and the Company will need to
raise additional capital in 2010.
The JSE Limited `s technical committee is currently considering the
placement in terms of Schedule 13 of the listings
requirements.Its also the intention of Diamondcorp to migrate to
ALTx
4 November 2009
London
Sponsor:
Investec Bank Limited
Date: 04/11/2009 10:26:01 Produced by the JSE SENS Department.
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