TIDMDCP
RNS Number : 7766W
Diamondcorp Plc
14 February 2017
14 February 2017
DiamondCorp plc
AIM share code: DCP & JSE share code: DMC
ISIN: GB00B183ZC46
(Incorporated in England and Wales)
(Registration number 05400982)
(SA company registration number 2007/031444/10)
("DiamondCorp", "the Company" or "the Group")
Further Update re Placing and Corporate Update
DiamondCorp, the Southern African diamond mining, development
and exploration company, announces the following update in respect
of the Placing, as first announced on 13 January 2017.
The conditions to the Placing have not yet been met. The Board
has decided to delay admission of the Placing Shares and the Fee
Shares on AIM to 28 February 2017 pursuant to the announcement
dated 31 January 2017. It is expected that admission of the Placing
Shares and the Fee Shares will become effective on AltX on or
before 7 March 2017.
The agreement in principle reached with the Association of
Mining & Construction Union ("AMCU"), as announced on 25
January 2017, is now being subjected to material amendments by
AMCU, and it is currently unclear whether or not final terms and
associated documentation will be able to be entered into between
the parties that is consistent with the terms that had previously
been agreed upon. In the event that the original agreement is not
finalised in the very near term, then it is currently expected that
LDM's, and therefore DiamondCorp's, ability to effectively execute
the mine's care and maintenance and remediation programme will be
compromised.
Discussions continue with the Industrial Development Corporation
of South Africa ("IDC"), including in relation to the provision of
Post-Commencement Funding ("PCF"), pursuant to the Companies Act
2008 in South Africa. Approval is being sought for modifications to
the IDC loan terms ("IDC Approval") that would allow for immediate
PCF, in addition to the Placing, in advance of the longer-term
restructuring that is considered necessary for the Group to put in
place and fund a successful Business Rescue plan. In their capacity
as BRP, Deloitte & Touche have also commenced soliciting
expressions of interest for a strategic investor(s) in LDM.
No assurances can be made that such IDC Approval will be
forthcoming, either in time for PCF to be sought to be raised
promptly, or at all.
The Company's wholly-owned subsidiary Soapstone Investments
Limited obtained a standstill agreement from South African
bondholders until such time as Business Rescue proceedings in
respect of LDM have been concluded or until 13 March 2017,
whichever occurs first. The delays in obtaining agreements with the
IDC and AMCU place a doubt over the timing of the payment of the
next bond payment due on 14 March 2017. JSE rules require notice of
whether or not the payment is to be made to be announced by 23
February 2017. Accordingly, discussions with bondholders to obtain
an extension to this standstill will now commence.
The Board is very grateful for the patience shown by the
shareholders and stakeholders of DiamondCorp, without which the
Group and the BRP would have been unable to continue with the
efforts to resolve the situation with AMCU and the IDC in order to
seek a successful conclusion of the Business Rescue process.
The Board reiterates that without agreement on the above points,
it is likely that the Business Rescue will not be concluded
successfully and therefore that the Group would be subsequently
placed into administration.
The continued delays to the agreements sought by the BRP and the
Group from both AMCU and the IDC are causing commensurate delays in
commencing the care and maintenance and remediation programme of
the Lace mine. The mine remains non-operational, without mine water
pumping, roadway and electrical rehabilitation and the longhole
drill rig remains underground.
LDM has however received net insurance proceeds of c.ZAR1.36
million from the successful conclusion of an insurance claim in
respect of an incident prior to the mine flood.
All other terms and conditions to the Placing set out in
Appendix I of the announcement issued by the Company on 13 January
2017 remain unchanged.
Capitalised terms in this announcement, unless otherwise
defined, have the same meaning given to them in the announcements
issued by the Company on 13, 20, 25 and/or 31 January 2017, as
appropriate. All times referred to in this announcement are London
times.
This announcement contains inside information for the purposes
of Article 7 of the Market Abuse Regulation (EU) No 596/2014.
Contact details:
DiamondCorp plc
Chris Ellis, Interim Non-Executive Chairman
Tel: +44 (0) 20 3151 0970
Paul Loudon, Chief Executive
Tel: +27 56 216 1300
UK Broker, Sole Placing Agent & Nominated Adviser
Panmure Gordon (UK) Limited
Adam James / Atholl Tweedie
Tel: +44 20 7886 2500
JSE Designated Adviser
Sasfin Capital (a division of Sasfin Bank Limited)
Megan Young
Tel: +27 11 445 8068
Important Information
This announcement contains (or may contain) certain
forward-looking statements with respect to certain of the Company's
plans and its current goals and expectations relating to its future
financial condition and performance and which involve a number of
risks and uncertainties. The Company cautions readers that no
forward-looking statement is a guarantee of future performance and
that actual results could differ materially from those contained in
the forward-looking statements. These forward-looking statements
can be identified by the fact that they do not relate only to
historical or current facts. Forward-looking statements sometimes
use words such as "aim", "anticipate", "target", "expect",
"estimate", "intend", "plan", "goal", "believe", or other words of
similar meaning. By their nature, forward-looking statements
involve risk and uncertainty because they relate to future events
and circumstances, including, but not limited to, economic and
business conditions, the effects of continued volatility in credit
markets, market-related risks such as changes in the price of
commodities or changes in interest rates and foreign exchange
rates, the policies and actions of governmental and regulatory
authorities, changes in legislation, the further development of
standards and interpretations under International Financial
Reporting Standards ("IFRS") applicable to past, current and future
periods, evolving practices with regard to the interpretation and
application of standards under IFRS, the outcome of pending and
future litigation or regulatory investigations, the success of
future explorations, acquisitions and other strategic transactions
and the impact of competition. A number of these factors are beyond
the Company's control. As a result, the Company's actual future
results may differ materially from the plans, goals, and
expectations set forth in the Company's forward-looking statements.
Any forward-looking statements made in this announcement by or on
behalf of the Company speak only as of the date they are made.
Except as required by the Financial Conduct Authority (the "FCA"),
the London Stock Exchange or applicable law, the Company expressly
disclaims any obligation or undertaking to release publicly any
updates or revisions to any forward-looking statements contained in
this announcement to reflect any changes in the Company's
expectations with regard thereto or any changes in events,
conditions or circumstances on which any such statement is
based.
This announcement is for information purposes only and shall not
constitute an offer to buy, sell, issue, or subscribe for, or the
solicitation of an offer to buy, sell, issue, or subscribe for any
securities, nor shall there be any sale of securities in any
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction.
This announcement does not contain an offer or constitute any
part of an offer to the public within the meaning of Sections 85
and 102B of the Financial Services and Markets Act 2000, as amended
("FSMA") or otherwise. This announcement is not an "approved
prospectus" within the meaning of Section 85(7) of FSMA and a copy
of it has not been, and will not be, delivered to the FCA in
accordance with the Prospectus Rules or delivered to any other
authority which could be a competent authority for the purpose of
the Prospectus Directive. Its contents have not been examined or
approved by the London Stock Exchange plc, nor has it been approved
by an "authorised person" for the purposes of Section 21 of
FSMA.
This announcement has been issued by and is the sole
responsibility of the Company. No representation or warranty,
express or implied, is or will be made as to, or in relation to,
and no responsibility or liability is or will be accepted by
Panmure Gordon or by any of its respective affiliates or agents as
to, or in relation to, the accuracy or completeness of this
announcement or any other written or oral information made
available to or publicly available to any interested party or its
advisers, and any liability therefore is expressly disclaimed.
Panmure Gordon, which is authorised and regulated in the United
Kingdom by the FCA, is acting as placing agent for the Company and
for no-one else in connection with the Placing, and Panmure Gordon
will not be responsible to anyone other than the Company for
providing the protections afforded to its customers or for
providing advice to any other person in relation to the Placing or
any other matter referred to herein.
The distribution of this announcement and the offering of the
Placing Shares with Warrants in certain jurisdictions may be
restricted by law. No action has been taken by the Company or
Panmure Gordon that would permit an offering of such shares or
possession or distribution of this announcement or any other
offering or publicity material relating to such shares in any
jurisdiction where action for that purpose is required. Persons
into whose possession this announcement comes are required to
inform themselves about, and to observe such restrictions.
This announcement is not for distribution or dissemination,
directly or indirectly, in or into the United States or any
jurisdiction into which the same would be unlawful. No public
offering of securities of the Company will be made in connection
with the Placing in the United Kingdom, the United States, the EEA,
Switzerland or elsewhere.
This announcement is not intended to constitute an offer or
solicitation to purchase or invest in the Placing Shares.
Persons (including, without limitation, nominees and trustees)
who have a contractual or other legal obligation to forward a copy
of this announcement should seek appropriate advice before taking
any action.
The Placing Shares to which this announcement relates may be
illiquid and / or subject to restrictions on their resale.
Prospective purchasers of the Placing Shares should conduct their
own due diligence on the Placing Shares. If you do not understand
the contents of this announcement you should consult an authorised
financial adviser.
The information in this announcement may not be forwarded or
distributed to any other person and may not be reproduced in any
manner whatsoever. Any forwarding, distribution, dissemination,
reproduction, or disclosure of this information in whole or in part
is unauthorised. Failure to comply with this directive may result
in a violation of the United States Securities Act of 1933 (as
amended) ("US Securities Act") or the applicable laws of other
jurisdictions.
Neither the content of the Company's website nor any website
accessible by hyperlinks on the Company's website is incorporated
in, or forms part of, this announcement.
This information is provided by RNS
The company news service from the London Stock Exchange
END
STRUOORRBSAUAUR
(END) Dow Jones Newswires
February 14, 2017 02:00 ET (07:00 GMT)
Diamondcorp (LSE:DCP)
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