| Fri 5 Feb 2010, 7:07 | | RDI - Rockwell - Canadian Press Release Regarding Rights Offer |
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RDI
RDI
RDI - Rockwell - Canadian Press Release Regarding 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")
ROCKWELL FILES RIGHTS OFFERING CIRCULAR AND ANNOUNCES TIMETABLE FOR RIGHTS
OFFERING
February 5, 2010, Vancouver, B.C. - Rockwell Diamonds Inc. ("Rockwell" or the
"Company") (TSX: RDI; JSE: RDI; OTCBB: RDIAF) announced today that it has filed
on SEDAR a final rights offering circular (the "Rights Offering Circular")
relating to the previously announced rights offering (the "Rights Offering").
The Rights Offering will result in gross proceeds of between approximately C$3.1
million or ZAR21.7 million and approximately C$5.3 million or ZAR37.1 million.
The record date for the Rights Offering will be February 19, 2010. Each
registered holder of the Company`s common shares on the record date will receive
one right for each common share held. Four rights plus the subscription price
of C$0.05 or ZAR0.35 (the "Subscription Price") will be required to subscribe
for each common share under the Rights Offering. The rights may be exercised
commencing February 24, 2010 and will expire at 5:00 p.m. (Toronto time) in
Canada and 12h00 midday p.m. (South African time) in South Africa on March 19,
2010 (the "Expiry Time"). Holders of rights who exercise their rights in full
will be entitled to purchase, at the Subscription Price, any common shares that
are not otherwise subscribed for under the Rights Offering prior to the Expiry
Time on a pro rata basis. Shareholders are directed to the Rights Offering
Circular for further details on how to subscribe for common shares.
Computershare Investor Services Inc. is the subscription agent in Canada, and
Computershare Investor Services (Pty) Limited is the subscription agent in South
Africa.
The Rights Offering is being made to holders of common shares in all of the
provinces and territories of Canada, and in South Africa. Rights Offering
materials will not be mailed to holders of common shares resident outside of
Canada and South Africa ("Ineligible Shareholders"). Ineligible Shareholders
will be sent a letter advising them that their rights certificates will be
issued to and held by the subscription agent, which will hold those rights as
agent for the benefit of all Ineligible Shareholders. The letter will outline
the terms on which the Company may accept subscriptions from certain Ineligible
Shareholders, other than holders resident in the United States.
The rights and common shares issuable upon the exercise of the rights will not
be registered under the U.S. Securities Act and may not be offered or sold in
the United States of America or any of its territories or possessions or to U.S.
Persons. Accordingly, subscriptions will not be accepted from any security
holder or transferee who is a U.S. Person or resident in the United States of
America, its territories or possessions.
Rockwell will accept subscriptions from Ineligible Shareholders, other than
holders resident in the United States, if they satisfy the subscription agent
and Rockwell that such offering to and subscription by such holder or transferee
is lawful and in compliance with all securities and other laws applicable in the
jurisdiction where such holder or transferee is resident. An Ineligible
Shareholder in a jurisdiction other than the United States who meets these
requirements and wishes to exercise rights must complete and deliver a request
for exempt purchaser status, which will be provided in the materials sent to
such shareholder.
After March 12, 2010 the subscription agent will attempt, on a commercially
reasonable basis, to sell the rights of Ineligible Shareholders (other than
those shareholders from whom Rockwell accepts subscriptions) over the facilities
of the Toronto Stock Exchange. The subscription agent will mail cheques
representing the net proceeds, without interest, from such sales.
As previously announced, the Company has entered into a stand-by purchase
agreement pursuant to which the stand-by purchaser, Daboll Consultants Limited,
will purchase at C$0.065 per share, 47.5 million common shares not otherwise
purchased pursuant to the Rights Offering,. If less than 47.5 million common
shares are available for purchase by the stand-by purchaser in connection with
its obligations related to the Rights Offering, the stand-by purchaser has
agreed to purchase by way of private placement that many common shares which,
when added to the number of common shares purchased by it in connection with its
obligations related to the Rights Offering, would total 47.5 million common
shares. The stand-by purchaser has the right to purchase up to a total of 53
million common shares through a combination of the Rights Offering and private
placement. The obligations of the stand-by purchaser under stand-by purchase
agreement are subject to certain conditions to closing.
John Bristow
President and CEO
No regulatory authority has approved or disapproved the information contained in
this news release.
For further information, please contact Investor Services at (604) 684-6365 or
within North America
at 1-800-667-2114.
Forward Looking Statements
This release includes certain statements that may be deemed "forward-looking
statements" or "forward-looking information" (together, referred to as "forward-
looking statements"). Although Rockwell believes the expectations expressed in
such forward-looking statements are based on reasonable assumptions, such
statements are not guaranteed, and actual results may differ materially from
those in the forward-looking statements. Investors are cautioned that any such
statements are not guarantees.
Canada
5 February 2010
Sponsor
Sasfin Capital (a division of Sasfin Bank)
Date: 05/02/2010 07:07:03 Produced by the JSE SENS Department.
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