| Tue 28 Mar 2006, 8:43 | | Diamond Core Resources Limited - Completion of the |
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DMR
DMR
Diamond Core Resources Limited - Completion of the capital raise
Diamond Core Resources Limited
(Incorporated in the Republic of South Africa)
(Registration number 1998/013468/06)
Share code: DMR ISIN Number: ZAE000076956
Option code: DMRO ISIN Number: ZAE000078945
("Diamond Core" or "the company")
Completion of the capital raise
1. Introduction
Shareholders are referred to the announcements relating to, inter alia,
the issue of shares and options for cash to raise capital which were
published on 18 July 2005, 28 September 2005, 9 November 2005, 6 January
2006 and 25 January 2006. Shareholders are reminded that Diamond Core
shares have been consolidated on a one-for-10 basis and that the merger
of Diamond Core with Samadi Resources (SA) (Pty) Limited ("Samadi")
("the merger") has been completed.
2. The capital raise
2.1 Issue price
The capital raise process has now been completed and the issue price per
consolidated share to be issued in terms of the capital raise has been
established as R1.20 per consolidated share, which is a 35% discount to
the weighted average traded price of Diamond Core shares over the thirty
days prior to the date the issue price was established, namely 22 March
2006.
2.2 Opinion
EY Corporate Finance (Pty) Limited has provided an independent
professional opinion to the board of Diamond Core that the terms and
conditions of the capital raise are fair and reasonable. This opinion
has been lodged with the JSE Limited ("JSE").
2.3 Amount raised
Irrevocable commitments have been received from investors in respect of
subscriptions for 193 348 268 consolidated shares and 19 334 827
consolidated options (which are exerciseable into one consolidated share
per consolidated option at an exercise price of R2,00 on or before 30
September 2007 and which are to be allotted and issued, for no
consideration, in the ratio of one consolidated option for every ten
consolidated shares issued).
The company has therefore raised R232.0 million, 90% of which was raised
in South Africa. The company had originally intended to raise R200
million and was able to raise the additional capital as a result of
strong market demand for Diamond Core shares. The company intends to
allocate such additional funding to the De Kalk project, one of the
company"s Middle Orange alluvial projects.
2.4 Price stabilisation
Price stabilisation mechanisms will not be put in place.
2.5 Listing details
Application has been made to the JSE for the listing of the consolidated
shares and options to be issued in terms of the capital raise, together
with 5 800 448 consolidated shares and 580 045 consolidated options
which are to be issued in settlement of certain of the advisers" fees
payable in respect of the capital raise, with effect from Wednesday 29
March 2006.
2.6 Financial effects
The pro forma financial effects of the merger and the capital raise, as
presented below, are the responsibility of the board of directors of the
company and are presented for illustrative purposes only to provide
information on how the merger and the capital raise might have impacted
on the reported financial information of Diamond Core if they had been
implemented in the year ended 30 June 2005. Because of their nature,
the pro forma financial effects may not give a fair reflection of
Diamond Core"s financial position at 30 June 2005.
cents per Before the After the After the %
consolidated share merger and merger and merger and change6
the capital prior to the the capital
raise1 capital raise3,4,5
raise2
(Loss)/profit per (18.2) (15.2) 0.2 101.1
consolidated share
for the year ended 30
June 2005
Headline (13.0) (11.6) 1.3 110.0
(loss)/profit per
consolidated share
for the year ended 30
June 2005
Diluted (loss)/profit (17.1) (10.8) 0.1 100.6
per consolidated
share for the year
ended 30 June 2005
Net asset value per 31.3 103.5 111.7 256.9
consolidated share at
30 June 2005
Net tangible asset 10.5 (4.3) 77.6 639.0
value per
consolidated share at
30 June 2005
Weighted average 62,312,324 89,654,559 288,803,275 363.5
Diamond Core
consolidated shares
in issue for the year
Diamond Core 64,793,929 92,136,164 291,284,880 349.6
consolidated shares
in issue at the end
of the year
Assumptions:
1. The figures in this column are based on the audited annual results
of Diamond Core for the year ended 30 June 2005 after the implementation
of the one-for-10 consolidation which took effect on Friday 17 March
2006.
2. The figures in this column show the effect of issuing 27,342,236
Diamond Core consolidated shares and 5,000,000 Diamond Core consolidated
options in respect of the merger and are based on the figures set out in
the previous column in respect of Diamond Core and on the audited annual
results of Samadi SA for the year ended 30 June 2005.
3. The figures in this column are based on the figures set out in the
previous column and show the effect of issuing 199,148,716 consolidated
shares and 19,914,872 consolidated options in terms of the capital raise
process as described in this announcement.
4. For earnings purposes, it was assumed that the merger and the
capital raise were implemented with effect from 1 July 2004 and the
capital raised (net of costs) was received on 1 July 2004 and earned
interest for the period at a pre tax rate of 6% per annum.
5. For asset value purposes, it was assumed that the merger and the
capital raise were implemented and the capital raised (net of costs) was
received on 30 June 2005.
6. The figures reflected in this column show the change between the
figures reflected in column 1 and the figures reflected in column 3.
28 March 2006
Hyde Park
Corporate advisor and sponsor to Diamond Core
QuestCo (Pty) Limited
Joint corporate advisor and capital raise manager for Diamond Core
James Allan & Associates (Pty) Limited
Lead sponsor
Sasfin Capital
(A division of Sasfin Bank Limited)
Independent professional expert for the capital raise
EY Corporate Finance (Pty) Limited
Reporting accountants and auditors
Charles Orbach & Company
Date: 28/03/2006 08:43:26 AM Produced by the JSE SENS Department
