| Fri 5 Feb 2010, 7:05 | | RDI - Rockwell - Important Dates And Times In Respect Of The Rights Offer |
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RDI
RDI
RDI - Rockwell - Important Dates And Times In Respect Of The Rights Offer
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")
IMPORTANT DATES AND TIMES IN RESPECT OF THE RIGHTS OFFER
INTRODUCTION
It was announced by Rockwell on SENS on 2 December 2009 that it is proceeding
with two inter-related financings to raise up to C$12.5 million in new common
share equity. As promised to shareholders in June 2009, the Company is
proceeding with its Rights Offering which will see rights to purchase
approximately 92,7 million shares issued to shareholders where permitted by law.
The exercise price for shareholders will be C$0.05 or ZAR0.35 per common share.
Of the approximately 92,7 million shares on offer under the Rights Offering, the
exercise of 47.5 million of these shares at C$0.065 each has been guaranteed by
Daboll Consultants Limited ("Daboll"), principals of which are associated with
the Steinmetz Diamond Group.
Along with the rights offering, the Company has completed a private placement of
an additional 132,8 million shares at C$0.065 per share, representing a 30%
premium over the price offered to shareholders in the rights offering. These
132,8 million shares will participate in the rights offering and GODIA Capital
Partners GP Limited ("Godia"), a Chinese managed investment group is subscribing
for a minimum of 47.5 million shares in the placement. Both Godia and Daboll
have already placed their subscription funds into escrow.
RATIO OF RIGHTS AND ROUNDING OF FRACTIONS
Each registered holder of Common Shares on the Record Date will receive one
Right for each Common Share held. Four Rights plus the sum of C$0.05 or ZAR0.35
are required to subscribe for one Rights Share.
No fractional Rights Shares will be issued. Where the exercise of Rights would
otherwise entitle a Rights holder to receive fractional Rights Shares, the
Rights holder`s entitlement will be reduced to the next lowest whole number of
Rights Shares. Rights holders who exercise their Rights in full are entitled to
exercise the Additional Subscription Privilege to purchase, at the Subscription
Price, any Rights Shares that are not otherwise subscribed for under the Rights
Offering prior to the Expiry Time on a pro rata basis.
RESTRICTIONS ON FOREIGN SHAREHOLDERS
Pursuant to the Exchange Control Regulations and upon specific approval of the
Exchange Control Department of the South African Reserve Bank:
Non-residents will be allowed to:
- take up rights allocated to them in terms of the Rights Offering;
- purchase letters of allocation on the JSE;
- subscribe for the rights offer shares arising in respect of the letters of
allocation purchased on the JSE; and
- purchase additional rights offer shares which have been applied for in
terms of the Rights Offering
provided, in each case, that payment is received either through normal banking
channels from abroad or from a non-resident account and the application must be
made through an authorised dealer in foreign exchange and any share
certificates issued pursuant to such applications will be endorsed "non-
resident".
Where a non-resident who is not an existing shareholder subscribes for rights
offer shares, the new certificate will not be endorsed as "non-resident", but
will be sent to the non-resident`s authorised dealer for endorsement.
Emigrants
Where a right in terms of this Rights Offering becomes due to former residents
of the Common Monetary Area, which right is based on shares blocked in terms of
the Exchange Control Regulations, such former resident must consult with the
Authorised Dealer in South Africa controlling their blocked assets, on the basis
that emigrants are not permitted to trade in such shares and/or rights without
prior approval from the Exchange Control Department of the South African Reserve
Bank.
South African residents
Institutional investors may:
- take up rights allocated to them in terms of the Rights Offering;
- purchase letters of allocation on the JSE;
- subscribe for the rights offer shares arising in respect of the letters of
allocation purchased on the JSE; and
- purchase additional rights offer shares which have been applied for in
terms of the Rights Offering,
and will be given 12 months to realign their portfolios should they be in excess
of their exchange control foreign exposure limits.
South African corporates, banks, trusts, partnerships and private individuals
may -
- take up the rights offer entitlement allocated to them in terms of the
Rights Offering;
- purchase letters of allocation on the JSE;
- subscribe for the rights offer shares arising in respect of the letters of
allocation purchased on the JSE; and
- purchase additional rights offer shares which have been applied for in
terms of the Rights Offering,
without restriction.
This offering of securities is made in Canada in all provinces and territories,
in the Republic of South Africa and in certain other jurisdictions where they
may be lawfully offered for sale. No securities commission or similar authority
in Canada or elsewhere has in any way passed upon the merits of the securities
offered hereunder and any representation to the contrary is an offense. The
Rights Offering is not being made in the United States of America.
Shareholders are referred to the following salient dates with regards to the
Rights Offering:
IMPORTANT DATES AND TIMES
2010
Last day to trade on the JSE in Shares Friday, February 12, 2010
in order to qualify to participate in
the Rights Offering (cum rights offer
entitlement)
Shares trade on the JSE ex the rights Monday, February 15, 2010
offering entitlement from commencement
of trade on
Listing of and trading in Rights on Monday, February 15, 2010
the JSE from commencement of trade
under JSE Code RDIN and ISIN
CA7743W1115 on
Record date on the JSE for Friday, February 19, 2010
shareholders to participate in the
Rights Offering
Dematerialised shareholders will have Monday, February 22, 2010
their accounts at their CSDP or broker
automatically credited with their
entitlement on
Certificated shareholders will have Monday, February 22, 2010
their entitlement credited to an
account held at the Transfer Agent on
Circular posted and Form of Wednesday, February 24, 2010
Instruction issued to certificated
shareholders on
Rights Offering opens at 09:00 on Wednesday, February 24, 2010
Last day for trading in the Rights on Friday, March 12, 2010
the JSE
Listing and trading of Rights Shares Tuesday, March 16, 2010
on the JSE at 09:00 on (5)
Rights Offering closes on the JSE at Friday, March 19, 2010
12:00 on (see notes 4 and 5)
Record date for participation in the Friday, March 19, 2010
Rights Offering
Rights Shares issued and posted to Wednesday, March 24, 2010
certificated shareholders on or about
Accounts of dematerialised Wednesday, March 24, 2010
shareholders updated and debited with
the payment of the Rights Shares at
their CSDP or broker
Results of the Rights Offering and Wednesday, March 24, 2010
basis of allocation of Additional
Subscription Privilege published on
SENS on or about
Results of the Rights Offering and Thursday, March 25, 2010
basis of allocation of Additional
Subscription Privilege published in
the South African press on or about
Refund cheques, if any, and/or share Thursday, March 25, 2010
certificates will be posted to
certificated shareholders on or about
Dematerialised shareholders will have Thursday, March 25, 2010
their accounts updated with additional
shares applied for, if any, and
debited with the payment for those
shares on or about
Notes
1. The definitions and interpretations that will commence on page xi of the
Rights Offering Circular apply, mutatis mutandis, to this section on key
dates and times in respect of the Rights Offering.
2. All times indicated are South African times, except as otherwise provided.
3. Share certificates in respect of Rockwell common shares may not be
dematerialised or rematerialised between February 15, 2010 and February 19,
2010, both days inclusive, nor may transfers between registers may not take
place between February 15, 2010 and February 19, 2010, both days inclusive.
4. Delivery is on a "delivery against payment" method in respect of
dematerialised shareholders.
5. If you are a dematerialised Shareholder, you are required to notify your
duly appointed CSDP or broker of your acceptance of the Rights Offering in
the manner and time stipulated in the custody agreement. Dematerialised
shareholders are advised to contact their CSDP or broker as early as
possible to establish what the cut-off times are for the acceptances of the
Rights Offering, as set out in the custody agreement, as this will be
earlier than the proposed closing date for the Rights Offering.
6 Trading in the Rights Shares may only take place from Tuesday 16 March,
2010
POSTING AND REGISTRATION OF CIRCULAR AND LETTER OF INSTRUCTION
A circular providing full information in respect of the Rights Offering, and
containing, inter alia, a Letter of Instruction for the shareholders registered
on the South African Register and a Rights Offering Certificate for the
shareholders registered on the Canadian register, will be posted to Rockwell
shareholders on Wednesday, 24 February 2010.
The circular and Letter of Instruction were registered with the Companies and
Intellectual Property Registration Office on Tuesday, 2 February 2010.
Johannesburg
5 February 2010
Sponsor
Sasfin Capital
A division of Sasfin Bank Limited
Date: 05/02/2010 07:05:11 Produced by the JSE SENS Department.
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employees and agents accept no liability for (or in respect of) any direct,
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howsoever arising, from the use of SENS or the use of, or reliance on,
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