| Thu 17 Dec 2009, 8:39 | | DMC - DiamondCorp - Notice of General Meeting and Posting of Circular |
|
DMC
DMC
DMC - DiamondCorp - Notice of General Meeting and Posting of Circular
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`)
NOTICE OF GENERAL MEETING AND POSTING OF CIRCULAR
DiamondCorp, the Southern African diamond mining and exploration
company, has today 16 December 2009 posted to shareholders a notice of
meeting and circular with respect to a general meeting of shareholders
to be held at 63 Coleman Street, London, EC2R 5BB on Friday 8 January
2010 at 12 noon (UK time) and 14:00 (SA time).
An electronic copy of the circular is available on the Company`s website
at www.diamondcorp.plc.uk.
Details of the resolutions which are to be proposed at the General
Meeting are set out below.
Resolution 1: To be passed as a Special Resolution - Adoption of new
Articles of Association and Deletion of the Company`s Memorandum of
Association
The Directors are asking shareholders to approve a number of amendments
to the Current Articles, primarily to take account of changes in English
company law brought about by the 2006 Act. An explanation of the main
differences between the Current Articles and the New Articles is set out
in the Appendix to the Notice of Meeting at pages 13 to 14. Other
differences, which are of a minor, technical or clarifying nature, have
not been noted in the said Appendix.
A copy of the New Articles showing the changes proposed to be made and
the differences between the Current Articles and the New Articles is
available for inspection, as noted on page 13 of the Notice of Meeting,
and is available on the Company`s website at
http://www.diamondcorp.plc.uk. Resolution 1(a) in the Notice, which
will be proposed as a special resolution, seeks the approval of
shareholders to the adoption of the New Articles containing the proposed
amendments to the Current Articles.
In addition, the 2006 Act significantly reduces the constitutional
significance of a company`s memorandum of association. The 2006 Act
provides that a memorandum will record only the names of the original
subscribers and the number of shares each subscriber has agreed to take
in the company. Under the 2006 Act the objects clause and all other
provisions which are contained in a company`s memorandum, for existing
companies at 1 October 2009, will be deemed to be contained in a
company`s articles of association unless the company passes a special
resolution to the contrary. Further, the 2006 Act states that, unless a
company`s articles provide otherwise, a company`s objects are
unrestricted. This abolishes the need for companies to have objects
clauses.
The Company is proposing to remove its objects clause together with all
other provisions of its memorandum which, by virtue of the 2006 Act, are
to be treated as forming part of the Company`s articles of association
to allow it to have the widest possible scope for its activities.
Resolution 1(b) confirms the removal of these provisions for the
Company. As the effect of this resolution will be to remove the
statement currently in the Company`s memorandum of association regarding
limited liability, the New Articles also contain an express statement
regarding the limited liability of shareholders.
Resolution 2: to be passed as a Special Resolution - Transfer of the
Company from the Main Board of the JSE to Alt-X
Resolution 2 is to transfer the Company`s listing on the JSE to a
listing on Alt-X.
At the date of this announcement, approximately 11% of the Company`s
issued share capital is held by shareholders on the South African
register. These shares trade on the JSE with trading being very
illiquid. The remaining 89% of the Company`s shares are held on the UK
register. These shares trade on AIM where the bulk of trading takes
place.
As the regulatory requirements of the JSE are more stringent than those
of AIM, to avoid future potential conflicts between the JSE Rules
(governing Main Board listings) and the AIM Rules, and to reduce
administrative time and costs involved in meeting the more onerous
requirements of the JSE Rules, the Company applied to the JSE on 27
October 2009 to transfer the listing of the Company`s shares from the
Main Board to Alt-X, which would result in the AIM Rules taking
precedence and would give greater flexibility to the directors of
DiamondCorp.
On 10 November 2009 the application was presented to the advisory
committee of the Alt-X, and on 13 November 2009, DiamondCorp was
informed by the JSE that DiamondCorp may apply for the transfer to Alt-X
which was also subject to shareholder approval. DiamondCorp complies
with the rules for admission to Alt-X and the continuing obligations of
the AIM Rules and has formally applied to the JSE for the transfer to
Alt-X which is also subject to shareholder approval. It is proposed that
the transfer will take place from the commencement of trading on 11
January 2010.
In compliance with the JSE Rules, shareholders are advised of the risks
of investing in a company listed on Alt-X, and that the JSE does not
guarantee the viability or success of a company listed on Alt-X. The
Company`s JSE sponsor, Investec Bank Limited, has agreed to remain as
the Company`s sponsor on Alt-X.
Following a transfer of the Company`s listing from the JSE Main Board to
Alt-X no future announcements will be required to be published in the
press in SA by the Company but will only be released on RNS and Sens.
Resolution 3: to be passed as an Ordinary Resolution - Grant of
authority to the Directors to allot Ordinary Shares
At the annual general meeting of the Company held on 6 May 2009,
shareholders passed a resolution giving the directors authority to allot
Ordinary Shares up to the entire authorised but unissued share capital
of the Company from time to time (after setting aside so many shares as
may be required to be allotted and issued by the Company in terms of any
share or scheme for the benefit of employees and/or directors). That
power does not expire until the conclusion of the next annual general
meeting of the Company, but as set out in the Appendix, once the New
Articles have been adopted the Company will not be subject to the
limitations of authorised share capital and accordingly the Directors
took the view that it would be appropriate to propose a further, more
limited, resolution giving the directors authority to issue Ordinary
Shares. Accordingly, the Directors have proposed resolution 3 in the
Notice to do this.
It is proposed to authorise the directors to allot Ordinary Shares up to
a maximum nominal value of GBP212,544 (representing 7,084,800 Ordinary
Shares) which is approximately equal to 15% of the issued share capital
as at 14 December 2009 (being the latest practicable date prior to
publication of the Notice of Meeting).
Save as otherwise set out in the Notice of Meeting the Directors
currently intend only to make use of this authority for: (a) potentially
for use as consideration in connection with any acquisitions of
companies or businesses which the Company may wish to make; (b) in order
to raise funds through subscriptions for new shares in order to finance
any such acquisitions or otherwise as may be necessary to satisfy the
working capital requirements of the Company`s group; and, (c) in
connection with the grant of options to the directors of the Company and
employees of the Company`s group.
This renewed authority would expire at the conclusion of next year`s
annual general meeting unless renewed or revoked before that time.
Resolution 4: to be passed as a Special Resolution - Disapplication of
statutory pre-emption rights on allotment of shares
If the directors wish to allot unissued shares or other equity
securities for cash or sell any shares which the Company may hold in
treasury following a purchase of its own shares, section 561 of the 2006
Act requires that such shares or other equity securities are offered
first to existing shareholders in proportion to their existing holdings.
Section 570 of the 2006 Act allows, subject to certain conditions,
section 561 to be disapplied if authorised by a special resolution of
the members, and resolution 4 seeks to obtain this authority.
Resolution 4 seeks to grant the directors authority to allot equity
securities or sell treasury shares for cash provided that such
securities issued and allotted will not in the aggregate in any one
financial year exceed 15% of the number of ordinary shares in the
Company`s issued share capital from time to time without first offering
the securities to existing shareholders. The total number of Ordinary
Shares in issue as at 14 December 2009 is 47,231,995. The Company does
not currently hold any treasury shares. The proposed resolution also
disapplies the statutory pre-emption provisions in connection with a
rights issue and allows the directors, in the case of a rights issue, to
make arrangements in relation to fractional entitlements or other legal
or practical problems which might arise.
The Directors have no immediate plans to make use of this authority.
This authority would expire at the conclusion of next year`s annual
general meeting.
Resolution 5: to be passed as an Ordinary Resolution - Ratification of
the application to list 6,000,000 fully paid ordinary shares on the JSE
Resolution 5 seeks the ratification of the application by the Directors
to list on the JSE, 6,000,000 Ordinary Shares issued on 3 November 2009.
16 December 2009
Date: 17/12/2009 08:39:28 Produced by the JSE SENS Department.
The SENS service is an information dissemination service administered by the
JSE Limited (`JSE`). The JSE does not, whether expressly, tacitly or
implicitly, represent, warrant or in any way guarantee the truth, accuracy or
completeness of the information published on SENS. The JSE, their officers,
employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature,
howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
