KimCor Diamonds plc - Acquisition and Placing
RNS Number:5342C
KimCor Diamonds plc
21 August 2007
Not for release, publication or distribution in whole or in part in or into the
United States, Canada, Australia, Republic of South Africa or Japan
21 August 2007
KimCor Diamonds Plc ('KimCor' or 'the Company')
Proposed acquisition of Dwyka Diamonds Holdings Limited ('DDH')
Proposed placing of 65,535,000 new Ordinary Shares at 6.5 pence per share
Approval of waiver of the obligation to make a mandatory offer under Rule 9 of
the Takeover Code
Admission of Enlarged Share Capital and Existing Warrants to trading on AIM
and
Notice of Extraordinary General Meeting
Highlights
*KimCor to acquire Dwyka Resources' diamond and industrial assets
*Establishes KimCor as a mid tier diamond producer by volume
*Allows for funding of further acquisitions using internally generated
cash flows
*GBP4.26m raised from institutional and high net worth investors
*Transaction conditional upon, inter alia, the approval of KimCor and
Dwyka Resources' shareholders
*Company's audited preliminary results also released today
The boards of KimCor and Dwyka Resources are pleased to announce that KimCor has
today conditionally agreed to acquire the entire issued share capital of Dwyka
Resources' diamond subsidiary DDH, a holding company registered in Mauritius,
whose subsidiaries are principally engaged in the exploration and mining of
diamonds in South Africa and Tanzania.
The board of KimCor is also pleased to announce a conditional placing of
65,535,000 new Ordinary Shares at the Placing Price with institutional and high
net worth investors. The proposed placing is conditional, inter alia, on
completion of the Acquisition.
By reason of the size of DDH in relation to KimCor, the Acquisition is
classified as a reverse takeover under the AIM Rules. The AIM Rules require that
completion of the Acquisition is subject to the prior approval of KimCor
shareholders, which will be sought at an extraordinary general meeting of the
Company, and the publication of an AIM admission document, which is being posted
to KimCor shareholders today.
Certain definitions and terms apply throughout this announcement and your
attention is drawn to the table at the end of this announcement where these
definitions and terms are set out in full.
Transaction Summary
* The consideration payable in respect of the Acquisition is to be
satisfied through the issue of 134,383,718 New Ordinary Shares, valuing all
of the ordinary shares of DDH at approximately £8.73 million at the Placing
Price and £9.74 million based on the closing middle market price of 7.25
pence per Ordinary Share on 20 August 2007, being the business day
immediately prior to this announcement.
* The Consideration Shares will represent 50.09 per cent. of the Enlarged
Share Capital following Admission.
* The Board of KimCor is to be strengthened through the appointment of
Melissa Sturgess and Cedric Bredenkamp as chairman and managing director
respectively, conditional upon Completion.
* In view of the size and nature of the Acquisition it constitutes a
reverse takeover of the Company under the AIM Rules and therefore requires
the prior approval of Shareholders at an extraordinary general meeting.
* Strand Partners is acting as Nominated Adviser and Broker in connection
with the Proposals.
Martyn Churchouse, Chief Executive Officer of KimCor, commented:
'The Acquisition provides the enlarged KimCor Group with a diversified asset
base of producing mines which has the potential to generate sustainable
production of over 200,000 carats per annum.
A number of capital projects will be completed using the funds raised to expand
production capacity and improve efficiency at the newly acquired mines as well
as at the Bellsbank operations.
The Acquisition is an important step in the medium to long-term strategic growth
plan of KimCor, and we believe it positions the Company to capitalise on future
consolidation in the diamond sector and on further opportunities that are likely
to present themselves.'
Enquiries:
KimCor Diamonds Plc Tel: +44 (0) 20 7290 1400
Martyn Churchouse, Chief Executive Officer
Strand Partners Limited Tel: +44 (0) 20 7409 3494
Simon Raggett
Warren Pearce
Victoria Milne-Taylor
Bishopsgate Communications Tel: +44 (0) 20 7562 3350
Maxine Barnes
Nick Rome
This summary should be read in conjunction with the full text of this
announcement set out below.
Strand Partners Limited, which is authorised and regulated in the United Kingdom
by the Financial Services Authority, is acting as nominated adviser and broker
to the Company in connection with the Acquisition and proposed admission of the
Enlarged Share Capital to trading on AIM. Its responsibilities as the Company's
nominated adviser under the AIM Rules are owed solely to the London Stock
Exchange and are not owed to the Company or to any Director or Proposed Director
or to any other person in respect of their decision to acquire shares in the
Company in reliance on any part of this announcement. Strand Partners Limited is
acting exclusively for KimCor and for no one else and will not be responsible to
anyone other than the Company for providing the protections afforded to their
clients or for providing advice in relation to the contents of this announcement
or the Acquisition or the proposed admission of the Enlarged Share Capital to
trading on AIM. No representation or warranty, express or implied, is made by
Strand Partners Limited as to the contents of this announcement, without
limiting the statutory rights of any person to whom this announcement is issued.
The information contained in this announcement is not intended to inform or be
relied upon by any subsequent purchasers of New Ordinary Shares (whether on or
off exchange) and accordingly no duty of care is accepted in relation to them.
Strand Partners Limited has approved the contents of this announcement solely
for the purpose of section 21 of the Financial Services and Markets Act 2000.
The principal place of business of Strand Partners Limited is 26 Mount Row,
London W1K 3SQ.
The Directors and Proposed Directors of KimCor Diamonds plc accept
responsibility, individually and collectively, for the information contained in
this announcement and for compliance with the AIM Rules. To the best of the
knowledge and belief of the Directors and Proposed Directors, who have taken all
reasonable care to ensure that such is the case, the information contained in
this announcement is in accordance with the facts and does not omit anything
likely to affect the import of such information.
This announcement does not constitute, or form part of, an offer or an
invitation to purchase any securities.
Not for release, publication or distribution in whole or in part in or into the
United States, Canada, Australia, Republic of South Africa or Japan
21 August 2007
KimCor Diamonds Plc
('KimCor' or 'the Company')
Proposed acquisition of Dwyka Diamonds Holdings Limited
Proposed placing of 65,535,000 new Ordinary Shares at 6.5 pence per share
Approval of waiver of the obligation to make a mandatory offer under Rule 9 of
the Takeover Code
Admission of Enlarged Share Capital and Existing Warrants to trading on AIM
and
Notice of Extraordinary General Meeting
1. Introduction
The Board today announces that the Company has entered into a conditional
agreement to acquire the entire issued share capital of DDH through the issue of
the Consideration Shares at the Placing Price. The Acquisition values the
ordinary shares of DDH at approximately £8.73 million at the Placing Price and
£9.74 million based on the closing middle market price of 7.25 pence per
Ordinary Share on 20 August 2007, being the business day immediately prior to
the date of this announcement.
DDH is a holding company, registered in Mauritius and wholly owned by Dwyka
Resources, whose subsidiaries are principally engaged in the exploration and
mining of diamonds in South Africa and Tanzania. The Directors and Proposed
Directors believe that the Acquisition offers the Company the opportunity to,
inter alia, achieve economies of scale in the South African diamond mining
operations of the Enlarged Group.
On Completion, Melissa Sturgess, the current chief executive officer of Dwyka
Resources, will be appointed as non-executive chairman of KimCor in addition to
her role at Dwyka Resources. Cedric Bredenkamp, the current managing director of
the South African operations of Dwyka Resources, will be appointed as managing
director of KimCor, reporting directly to the Chief Executive Officer.
In order to provide the Enlarged Group with sufficient working capital and to
provide funding for the capital projects described in this document, the Company
proposes to raise £4.26 million before expenses by way of a Placing of
65,535,000 Placing Shares at 6.5 pence per share. The Placing will be arranged
by Strand Partners, and Ambrian Partners will be appointed as brokers to the
Company on Completion.
By reason of the size of DDH in relation to KimCor, the Acquisition is
classified as a reverse takeover under the AIM Rules. The AIM Rules require that
completion of the Acquisition is subject to the prior approval of Shareholders,
which will be sought at the EGM, and the publication of an AIM admission
document which this document comprises. The rules of the ASX require that
completion of the Acquisition is also subject to the prior approval of Dwyka
Resources shareholders in general meeting. Dwyka Resources is posting a circular
to its shareholders requisitioning an extraordinary general meeting to approve
the Acquisition, which meeting is expected to take place on 20 September 2007.
In addition, because Dwyka Resources will, following Completion, be the legal
and beneficial owner of 134,383,718 Ordinary Shares, representing 50.09 per
cent. of the Enlarged Share Capital, the Company is seeking the waiver of Rule 9
of the Takeover Code, which would otherwise require Dwyka Resources to offer to
acquire all those Ordinary Shares that it does not own. Shareholders will
therefore be asked to vote on the Waiver Resolution set out in the EGM Notice at
the end of this document.
If the Resolutions are duly passed at the EGM, the Company's existing trading
facility on AIM will be cancelled and the Company will apply for the Enlarged
Share Capital and the Existing Warrants to be admitted to trading on AIM.
Irrevocable undertakings to vote in favour of the Resolutions have been received
from certain of the Directors and Shareholders in respect of 34,928,526 Ordinary
Shares, representing approximately 51.98 per cent. of the Existing Ordinary
Shares.
2. Background to and reasons for the Acquisition
KimCor's strategy since the 2006 Admission has been to build the Company into a
substantial diamond mining and exploration business through its dump reclamation
expertise and by way of acquisition. This strategy commenced with the purchase
and development of the Bellsbank dump reclamation operation that focussed the
Company on becoming a producer of diamonds rather than an exploration company.
The acquisition of DDH is a continuation of that strategy, and represents the
first significant acquisition by the Company since the 2006 Admission.
The Directors believe that the Acquisition represents an opportunity for the
Company to participate in the consolidation expected within the junior diamond
mining industry through the acquisition of assets that represent a good
strategic fit with the assets of the Company, from both a geographical
perspective and in respect of the quality of the assets to be acquired.
The Directors believe that these factors will enable the Enlarged Group to
benefit from synergies and
achieve economies of scale.
The Directors further believe that the Acquisition and the Placing will:
* maintain the Company's primary focus as a diamond producer, rather than
an explorer;
* enable the Enlarged Group to capitalise on the technical and financial
skills of the Proposed Directors and other DDH personnel to broaden its
level of internal skills and access to capital markets;
* establish the Enlarged Group in the mid-tier (by volume) of diamond
producers worldwide;
* ultimately broaden the shareholder base to encourage liquidity in the
Company's stock; and
* allow for sustainability due to the Enlarged Group's increased diamond
production and enable the Enlarged Group to fund further acquisitions and
continued growth using internally generated cash flows.
Further information on KimCor, DDH and the strategy of the Enlarged Group,
including a competent person's report on the assets of KimCor and DDH, is
included in the admission document.
3. Principal terms of the Acquisition
The Company has conditionally agreed to purchase the entire issued ordinary
share capital of DDH from Dwyka Resources through the allotment and issue of the
Consideration Shares, equating to a value of £8.73 million at the Placing Price
and approximately £9.74 million based on the mid market price of 7.25 pence per
Ordinary Share on 20 August 2007, being the day immediately prior to the
announcement of the Acquisition. The Consideration Shares represent
approximately 49.38 per cent. of the Enlarged Share Capital and will rank
equally in all respects with the Existing Ordinary Shares and the Placing
Shares.
4. Proposed terms of the Placing
Conditional on Admission, the Company is proposing to raise £4.26 million
(before expenses) pursuant to the Placing. The Placing relates to a total of
65,535,000 Placing Shares at the Placing Price. The Placing Shares placed
pursuant to the Placing will represent 24.43 per cent. of the Enlarged Share
Capital. On Admission, based on the Placing Price, the Company will have a
market capitalisation of approximately £17.44 million.
The Company, the Directors and the Proposed Directors have entered into the
Placing Agreement with Strand Partners and Montagu, who are acting as sub-agent
to Strand Partners on the Placing. Strand Partners have conditionally agreed to
use all reasonable endeavours to procure Placees for all of the Placing Shares
at the Placing Price.
5. Use of Proceeds
The net proceeds of the Placing will be used to enable the Company to (i)
implement capital projects at certain of its existing and newly acquired
operations and assets and (ii) to provide the Enlarged Group with additional
funds for its ongoing working capital requirements.
6. Directors, Proposed Directors and Employees
At Completion, Melissa Sturgess and Cedric Bredenkamp will be appointed as a
non-executive chairman and managing director of the Company respectively. With
effect from Completion, it is proposed that Gordon Riddler and Manish Kotecha
will resign from the Board. Brief biographical details of the Directors and
Proposed Directors are set out below. It is intended that a full time finance
director will be appointed to replace Manish Kotecha within three months of
Completion.
Brief biographies of the Directors and the Proposed Directors are shown below.
Directors
Gordon Riddler (Non-executive Chairman)
Gordon Riddler (aged 63) has been engaged in exploration, mining and project
evaluation for 40 years.
He has held senior posts with Gold Fields Limited and Rio Tinto plc and was
appointed Head of Minerals Group at the British Geological Survey (BGS) in 1993
in charge of technology innovation and information dissemination programmes. He
has been associated with the Mineral Industry Research Organisation (MIRO) in
various capacities since the mid-1970s, taking on a project management role in
1998 followed by his appointment as Executive Director. He is a fellow of the
Institute of Materials, Minerals and Mining (IOM3) and a visiting professor in
the Energy and Resources Research Institute within the School of Process,
Environmental and Materials Engineering at the University of Leeds, UK. He is
Executive Chairman of Maghreb Minerals plc, whose shares are traded on AIM.
Martyn Churchouse (Chief Executive Officer)
Mr. Churchouse (aged 48) is a geologist with 25 years' experience, including 14
years in Africa with Johannesburg Consolidated Industries as a senior mine
geologist, for Anglo American-Namibia as a senior geologist, and for Gold Fields
Namibia and Gold Fields Ghana. He has also spent seven years working on
exploration and mining projects in Eastern Europe including the position of mine
manager of a 2.5 million tpa tailings reclamation project. Mr. Churchouse
established KimCor in March 2005.
Manish Kotecha (Finance Director)
Mr. Kotecha (aged 36) is also the chief financial officer of Caledon Resources
plc, a coal mining and exploration company whose shares are traded on AIM and
which has recently raised over £38 million in debt and equity. He has a BA
(Hons) in Accounting and Finance from Kingston University.
Roger Harris (Non-executive Director)
Mr. Harris (aged 63) has over 40 years' experience in the mining industry
spanning activity in many countries and a wide range of resources including
uranium, base metals, industrial minerals, precious metals and diamonds. He has
held a number of executive positions with overall responsibility for large
mining and refining operations and chemical plants, and is currently executive
chairman of Bohemia Mineral Industries plc. He is a Chartered Engineer and is a
member of the Institute of Materials Minerals and Mining, the US Society for
Mining Metallurgy and Exploration and the Canadian Institute of Mining,
Metallurgy and Petroleum.
Proposed Directors
Melissa Sturgess (Proposed Non-executive Chairman)
Melissa Sturgess (aged 41) holds a Bachelor of Science degree and a Masters in
Business Administration. After an early career with British Airways plc and
Mallesons Stephen Jaques, an Australian legal firm, she formed her own
consulting company in 1994 to work in the corporate development and promotion of
a range of public companies, including Aquarius Platinum Limited where she was
responsible for attracting institutional shareholders. In addition to her role
at Dwyka Resources, Melissa is currently a non-executive director of three
companies whose shares are traded on AIM, being Bezant Resources plc, Churchill
Mining PLC and Sylvania Resources Limited (whose shares are also traded on the
ASX).
Cedric Bredenkamp (Proposed Managing Director)
Cedric Bredenkamp (aged 38) has both a broad and practical experience of the
South African diamond industry ranging from plant construction and operation
through to general management of subsidiaries of publicly quoted companies.Mr.
Bredenkamp is also experienced in concrete production and design and plant
construction having been involved from the outset with the development of
commercial brick and paving manufacture in the Northern Cape. Since 1991 Cedric
Bredenkamp has served as general manager of Supermix Mining (Proprietary)
Limited and Biz Afrika 546 (Proprietary) Limited and as managing director of the
South African operations of Dwyka Resources.
7. Lock-In and Orderly Market Arragement
Dwyka Resources has undertaken to the Company, Strand Partners and Ambrian
Partners that, except in certain limited circumstances, (i) it will not dispose
of any interest in Ordinary Shares (including the Consideration Shares) for 12
months from the date of Admission and, (ii) for the following 12 months (or
earlier where permitted to make disposals), that it will (subject to certain
limited exceptions) only make disposals thereof through the Company's broker.
The orderly market agreement in (ii) will not apply to any distribution in
specie by Dwyka Resources of the Consideration Shares to its shareholders.
Further details of the lock-in and orderly market agreements are set out in the
admission document.
8. Irrevocable Undertakings
The Company has received irrevocable undertakings from certain of the Directors
and significant Shareholders to vote in favour of the Acquisition and the other
resolutions to be proposed at the EGM. In total, irrevocable undertakings to
vote in favour of the Resolutions have been received in respect of 34,928,526
Ordinary Shares, representing 51.98 per cent. of the Existing Ordinary Shares.
Further details of these irrevocable undertakings are set out in the admission
document.
In addition, Dwyka Resources is holding an EGM on 20 September 2007 to pass
resolutions which include, inter alia, a resolution to approve the Acquisition.
Dwyka Resources has received irrevocable undertakings from certain of its
directors and significant shareholders to vote in favour of the transaction. In
total, irrevocable undertakings to vote in favour of the transaction have been
received in respect of 22,607,429 Dwyka Resources ordinary shares, representing
17.57 per cent. of its ordinary issued share capital.
9. Admission Document
The Admission Document setting out details of the proposals and including a
notice of the proposed extraordinary general meeting, accompanied by the form of
proxy, will be posted to Shareholders today. Copies of the admission document
will be available to the public free of charge from today at the offices of
Nabarro, Lacon House, Theobald's Road, London WC1X 8RW during normal business
hours on any weekday (other than Saturdays and public holidays), until one month
following the date of admission.
10. Expected timetable of principal events
Publication of this document 21 August 2007
Latest time and date for receipt of Forms of 11.00 a.m. on
Proxy in respect of the EGM 18 September 2007
Payment to be received from the investors (other than through 3.00 p.m. on
CREST) pursuant to the Placing in cleared funds 18 September 2007
Annual general meeting 10.50 a.m. on
20 September 2007
Extraordinary General Meeting 11.00 a.m. on
20 September 2007
Completion of the Acquisition 21 September 2007
Admission effective and dealings in the Enlarged Share 21 September 2007
Capital and the Existing Warrants expected to commence on
AIM
CREST accounts expected to be credited 21 September 2007
Despatch of definitive share certificates for the 4 October 2007
Consideration Shares and the Placing Shares (where
applicable)
Enquiries:
KimCor Diamonds Plc Tel: +44 (0) 20 7290 1400
Martyn Curchouse, Chief Executive Officer
Strand Partners Limited Tel: +44 (0) 20 7409 3494
Simon Raggett
Warren Pearce
Victoria Milne-Taylor
Bishopsgate Communications Tel: +44 (0) 20 7562 3350
Maxine Barnes
Nick Rome
This announcement is not being and should not be released or otherwise
distributed or sent in, into or from the United States, Canada, Australia,
Republic of South Africa or Japan, or any other jurisdiction where to do so
would be in breach of any applicable law and/or regulation. The New Ordinary
Shares to be allotted pursuant to the Acquisition have not been and will not be
registered under the Securities Act of 1933, as amended, or under the relevant
securities laws of any state or other jurisdiction of the United States, Canada,
Australia, Republic of South Africa or Japan. Accordingly, the New Ordinary
Shares to be allotted pursuant to the Acquisition may not (unless an exemption
under the Securities Act of 1933, as amended, or other relevant securities laws
is available) be offered, sold, re-sold or delivered, directly or indirectly,
in, into or from the United States, Canada, Australia, Republic of South Africa,
Japan or any other jurisdiction where this would constitute a violation of the
relevant laws of, or require registration thereof in, such a jurisdiction or to,
or for the account or benefit of, any US persons or a person in, or resident of
Canada, Australia, Republic of South Africa or Japan.
Strand Partners Limited, which is authorised and regulated in the United Kingdom
by the Financial Services Authority, is acting as nominated adviser and broker
to the Company in connection with the Acquisition, and proposed admission of the
Enlarged Share Capital to trading on AIM. Its responsibilities as the Company's
nominated adviser under the AIM Rules are owed solely to the London Stock
Exchange and are not owed to the Company or to any Director or Proposed Director
or to any other person in respect of their decision to acquire shares in the
Company in reliance on any part of this announcement. Strand Partners Limited is
acting exclusively for KimCor and for no one else and will not be responsible to
anyone other than the Company for providing the protections afforded to their
clients or for providing advice in relation to the contents of this announcement
or the Acquisition or the proposed admission of the Enlarged Share Capital to
trading on AIM. No representation or warranty, express or implied, is made by
Strand Partners Limited as to the contents of this announcement, without
limiting the statutory rights of any person to whom this announcement is issued.
The information contained in this announcement is not intended to inform or be
relied upon by any subsequent purchasers of New Ordinary Shares (whether on or
off exchange) and accordingly no duty of care is accepted in relation to them.
Definitions
The following definitions apply throughout this announcement, unless the context
requires otherwise:
'1985 Act' the Companies Act 1985, as amended;
'2006 Admission' the admission to trading on AIM of the Company's Ordinary
Shares on 6 March 2006;
'Acquisition' the proposed acquisition by the Company of the entire issued
ordinary share capital of Dwyka Diamonds Holdings pursuant to
the Acquisition Agreement;
'Acquisition the conditional agreement dated 21 August 2007 between the
Agreement' Company and Dwyka Resources relating to the Acquisition,
details of which are set out in paragraph 17.6 of Part 6 of
this document;
'Admission' the admission of the Enlarged Share Capital and Existing
Warrants to trading on AIM and such admission becoming
effective in accordance with Rule 6 of the AIM Rules;
'AIM' the AIM market operated by the London Stock Exchange;
'AIM Rules' the AIM Rules for Companies as published by the London Stock
Exchange and those other rules of the London Stock Exchange
which govern the admission of securities to trading on, and
the regulation of, AIM;
'Ambrian' or Ambrian Partners Limited, which will be appointed as the
'Broker' Company's broker conditional on Admission;
'ASX' the Australian Stock Exchange, a market operated by the
Australian Securities Exchange Limited;
'Board' the board of directors of the Company;
'Completion' completion of the Acquisition Agreement, which is expected to
occur on the day of Admission;
'Consideration the 134,383,718 new Ordinary Shares to be issued pursuant to
Shares' the Acquisition Agreement;
'CREST' the system for paperless settlement of trades and the holding
of uncertificated shares administered by Euroclear UK &
Ireland Limited;
'Directors' the directors of the Company at the date of this
announcement, being Gordon Riddler, Martyn Churchouse, Manish
Kotecha and Roger Harris;
'Dwyka Diamonds Dwyka Diamonds Holdings Limited, a diamond mining and
Holdings' or exploration company registered in Mauritius with registered
'DDH' number 56512, whose registered office is at Manor House, 1st
Floor, CNR George Street & Chazal Street, Port Louis,
Mauritius;
'Dwyka Dwyka Resources Limited (formerly known as Dwyka Diamonds
Resources' Limited), a company incorporated in Australia with Australian
Company number 060 938 552 whose registered office is at 98
Colin Street, West Perth, WA, Australia;
'Enlarged Group' the Company and its subsidiary undertakings as enlarged by
the Acquisition;
'Enlarged Share the number of ordinary shares in the capital of the Company
Capital' in issue immediately following Admission comprising the
Existing Ordinary Shares and the New Ordinary Shares;
'Existing Ordinary the 67,191,859 Ordinary Shares in issue at the date of this
Shares' document;
'Existing Warrant the warrant instrument constituting the Existing Warrants
Instrument' dated 16 February 2006;
'Existing the warrants to subscribe for Ordinary Shares created under
Warrants' the Existing Warrant Instrument, details of which are set out
in the admission document;
'Extraordinary the extraordinary general meeting of the Company, convened
General Meeting' for 20 September 2007, notice of which is set out at the end
or 'EGM' of this document;
'KimCor' or 'the KimCor Diamonds plc, a diamond mining, exploration and
Company' processing company incorporated in England and Wales with
registered number 05399993 whose registered office is 18
Upper Brook Street, London W1K 7PU;
'London Stock London Stock Exchange plc;
Exchange''Montagu' Montagu Stockbrokers Pty Ltd;
'New Ordinary the Placing Shares and the Consideration Shares;
Shares''Ordinary ordinary shares of 0.5 pence each in the capital of
the
Shares' Company;
'Placees' subscribers for Placing Shares;
'Placing' the conditional placing of the Placing Shares at the Placing
Price pursuant to the Placing Agreement;
'Placing the conditional agreement dated 21 August 2007 between the
Agreement' Company, the Directors, the Proposed Directors, Strand
Partners and Montagu, further details of which are set out in
the admission document;
'Placing Price' 6.5 pence per Ordinary Share;
'Placing Shares' the 65,535,000 new Ordinary Shares which are proposed to be
issued pursuant to the Placing;
'Proposals' together, the Acquisition, the Placing and Admission, and the
other proposals described in this document;
'Proposed Melissa Sturgess and Cedric Bredenkamp;
Directors''Resolutions' the resolutions to be proposed at the EGM, as set
out in the
notice of EGM at the end of the admission document and
reference to a Resolution is to the relevant resolution set
out in the notice of EGM;
'Rule 9' Rule 9 of the Takeover Code;
'Shareholders' holders of Ordinary Shares;
'South Africa' Republic of South Africa;
'Strand Strand Partners Limited, the Company's nominated adviser and
Partners' broker;
'subsidiary' or have the meanings given to them by 1985 Act;
'subsidiary
undertaking''Takeover Code' the City Code on Takeovers and Mergers;
'UK' or 'United the United Kingdom of Great Britain and Northern Ireland;
Kingdom''US' or 'United the United States of America, its territories and
States' possessions, any state of the United States of America and
the district of Columbia and all other areas subject to its
jurisdiction;
'US person' a citizen or permanent resident of the United States, as
defined in Regulation S promulgated under the Securities Act
1933 as amended; and
'Waiver Resolution 2 in the notice of EGM at the end of this
Resolution' document.
END
This information is provided by RNS
The company news service from the London Stock Exchange
END
ACQOKDKBKBKKDFB