TIDMNAD

RNS Number : 7693G

AIM

03 July 2012

 
              ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION 
               IN ACCORDANCE WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM 
                                          RULES") 
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 COMPANY NAME: 
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  Namakwa Diamonds Limited (the "Company" or "Namakwa") 
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 COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY 
  TRADING ADDRESS (INCLUDING POSTCODES) : 
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  Registered Office: 
  Clarendon House 
  2 Church Street 
  Hamilton HM11 
  Bermuda 
 
  Head Office: 
  209 SA Diamond Centre 
  225 Main Street 
  Johannesburg 2001 
  Private Bag x15 
  Doornfontein 2028 
  Republic of South Africa 
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 COUNTRY OF INCORPORATION: 
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  Bermuda (with registered number 39031) 
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 COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED 
  BY AIM RULE 26: 
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 www.namakwadiamonds.com 
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 COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR, 
  IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING 
  POLICY). IF THE ADMISSION IS SOUGHT AS A RESULT OF A REVERSE 
  TAKE-OVER UNDER RULE 14, THIS SHOULD BE STATED: 
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  The Company is a diamond resource group, which seeks to extract 
  maximum value from the mining and sale of group production. 
  The Group's mining activities are focused on the Kao Mine in 
  Lesotho, which is expected to become the largest producer of 
  diamonds in Lesotho within the next 12 months. Operated by 
  Storm Mountain Diamonds (Pty) Limited ("Storm Mountain Diamonds") 
  and its leading hard-rock mining team, with a proven track 
  record in the construction and development of Lesotho's leading 
  kimberlite pipes, the Kao Mine presents a 189Mt kimberlite 
  resource of c.12.8 million carats (c.4 million indicated and 
  c.8.8 million inferred), with an additional 1.7 million carats 
  at a deposit level of confidence, in which Namakwa holds a 
  62.5% interest. The Group also maintains alluvial mining operations 
  in the North West Province of South Africa and resource-development 
  properties in the Northern Cape Province of South Africa and 
  the offshore marine environment of Namibia. 
 
  Competent Persons' Reports compiled by Venmyn Rand were produced 
  for the Group on admission to the Offical List and the Main 
  Market of the London Stock Exchange in December 2007 and again, 
  as at 28 February 2010. 
 
  As at 31 August 2008, 2009, 2010, and 2011 Venmyn Rand also 
  produced Global Resource Statements and Technical Updates on 
  each of the Company's active mining areas in accordance with 
  SAMREC compliant procedures. The Global Resources Statements 
  are published in Namakwa Diamonds' annual report and the Technical 
  Updates are made available on Namakwa's website. 
 
  The most up to date Global Resource Statement is included in 
  the prospectus published on 6 June 2012. 
 
  Venmyn Rand will again produce a SAMREC compliant Global Resource 
  Statement and Technical Updates for Namakwa Diamonds' active 
  operations in South Africa and Lesotho, as at 31 August 2012, 
  for publication later this year. Dormant resource areas in 
  South Africa and Namibia are not covered in the Technical Updates 
  but are covered in the Competent Persons' Reports and the Global 
  Resource Statements that are produced for the Company. 
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 DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS 
  AS TO TRANSFER OF THE SECURITIES (i.e. where known, number 
  and type of shares, nominal value and issue price to which 
  it seeks admission and the number and type to be held as treasury 
  shares): 
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  As at date of notification the Company has 1,099,237,020 ordinary 
  shares with nominal value of US$0.000625 each ("Ordinary Shares") 
  that will be admitted to AIM. 
 
  No shares held in Treasury. 
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 CAPITAL TO BE RAISED ON ADMISSION (IF APPLICABLE) AND ANTICIPATED 
  MARKET CAPITALISATION ON ADMISSION: 
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 No capital to be raised on Admission. 
 
  Expected Market Capitalisation on Admission approximately GBP48 
  million 
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 PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION: 
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 Approximately 79.1% 
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 DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH 
  THE AIM COMPANY HAS APPLIED OR AGREED TO HAVE ANY OF ITS SECURITIES 
  (INCLUDING ITS AIM SECURITIES) ADMITTED OR TRADED: 
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  N/A 
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 FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS 
  (underlining the first name by which each is known or including 
  any other name by which each is known): 
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 Directors 
 
  Melissa Sturgess - Non-Executive Chairman 
  Theodoros Botoulas - Chief Executive Officer 
  Marthinus Mulder - Independent Non-Executive Director 
  Robert Reid - Independent Non-Executive Director 
  Vladimir Kravets - Non-Executive Director 
  Gerard Holden - Non-Executive Director 
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 FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED 
  AS A PERCENTAGE OF THE ISSUED SHARE CAPITAL, BEFORE AND AFTER 
  ADMISSION (underlining the first name by which each is known 
  or including any other name by which each is known): 
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                                                                              On Admission 
                                                                Percentage of issued share 
                                                                                   capital 
   Name                            Number of Ordinary Shares 
                                                        held 
 
  Jarvirne                              697,899,832                 63.49 
 
   Societe Generale Bank &               88,177,348                  8.02 
   Trust Luxembourg 
                                         84,566,400 
                                                                     7.69 
   Visum Investments Limited 
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 NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 
  2, PARAGRAPH (H) OF THE AIM RULES: 
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  Jarvirne Limited ("Jarvirne") 
 
  US$40 million Jarvirne Facility 
  On 7 September 2011, Jarvirne and Namakwa entered into a two 
  year, secured term facility, pursuant to which Jarvirne agreed 
  to lend US$40 million in five or more tranches to Namakwa (the 
  "Jarvirne Facility"). The term of the loan was two years and 
  was secured by: (i) an inter-company loan assignment; and (ii) 
  a share charge over the 62.5% equity interest of Namakwa in 
  the issued share capital of Storm Mountain Diamonds. The purpose 
  of the loan was for: (i) Namakwa's general corporate purposes 
  (30%); and (ii) to on-lend to Storm Mountain Diamonds to finance 
  the Kao Mine (70%). In lieu of interest accruing on the loan 
  in the first year, 9,000,000 Ordinary Shares were issued to 
  Jarvirne on 20 September 2011, after the first drawdown of 
  US$5 million under the Jarvirne Facility. The value of these 
  Ordinary Shares equated with cash interest which would otherwise 
  have been payable by Namakwa in the first year of the loan 
  (as if it had been fully reorganised). Jarvirne retained 9,000,000 
  Ordinary Shares. No further amounts of interest were payable 
  on drawn down amounts of principal under the Jarvirne Facility. 
 
  As at 6 June 2012, total drawdowns under the Jarvirne Facility 
  were US$35.2 million. On 28 June 2012 the drawn down amount 
  under the Jarvirne Facility was repaid in full following completion 
  of the open offer. 
 
  US$ 19.5 million Settlement Agreement 
  On 7 September 2011, Namakwa entered into a settlement agreement 
  ("Settlement Agreement") with Jarvirne in relation to all trading 
  debts payable under a trading agreement between Jarvirne and 
  Namakwa (the "Trading Agreement"). The Settlement Agreement 
  was amended by Namakwa and Jarvirne on 2 November 2011 (pursuant 
  to a waiver and amendment letter). Under the Settlement Agreement 
  (as amended), it was agreed that the settlement amount would 
  be capitalised by Namakwa in consideration for the issue and 
  allotment of 77,971,667 Ordinary Shares to Jarvirne (being 
  11,000,000 Ordinary Shares at a deemed price of 19.5 pence 
  per share (on the basis of an exchange rate of GBP1:US$1.62) 
  and 66,791,667 Ordinary Shares at a deemed price of 15 pence 
  per share (on the basis of an exchange rate of GBP1:US$1.62)) 
  (the "Settlement Amount"). The Settlement Amount represented 
  a capital amount of US$17 million (being aggregated cash advances 
  from Jarvirne to Namakwa for the trading of rough and polished 
  diamonds) and an amount equal to US$2.5 million in lieu of 
  deemed unrealised profits, which were determined to have accrued 
  in favour of Jarvirne under the Trading Agreement. 
 
  Under the Settlement Agreement, it was agreed that the Settlement 
  Amount would be capitalised by Namakwa in exchange for the 
  issue by Namakwa of Ordinary Shares to Jarvirne in two stages. 
 
  The first stage occurred on 20 September 2011, resulting in 
  the issue and allotment of 11,000,000 Ordinary Shares in the 
  capital of Namakwa to Jarvirne (and the admission of those 
  shares to trading on the London Stock Exchange on 21 September 
  2011), in consideration for the acquisition by Namakwa of the 
  entire issued share capital of a wholly owned subsidiary of 
  Jarvirne, Polished Diamonds Africa Trading Limited ("PDATL"), 
  to which Jarvirne had assigned US$3.47 million of the Settlement 
  Amount. PDATL owns no other assets, and has no liabilities. 
  This transaction reduced the Settlement Amount to the Outstanding 
  Settlement Amount of US$16.03 million. The second stage involved 
  the issue and allotment of 66,791,667 Ordinary Shares to Jarvirne 
  (and the admission of those shares to trading on the London 
  Stock Exchange) effectively in settlement of the Outstanding 
  Settlement Amount, being US$16.03 million (and the admission 
  of those shares to trading on the London Stock Exchange on 
  28 November 2011). 
 
  Sputnik Faciltiy 
  On 10 April 2012, Sputnick and Namakwa entered into a short-term, 
  unsecured bridge facility, pursuant to which Sputnick agreed 
  to lend US$10 million in up to six tranches to Namakwa (the 
  "Sputnick Facility"). The loan was for application towards 
  Namakwa's general corporate purposes, save that it could not 
  be applied in repayment or prepayment of another loan. Namakwa 
  was required to repay the loan on the earlier of 30 June 2012 
  and the date on which Namakwa receives the proceeds of an equity 
  fund raising transaction of up to US$55 million. All of the 
  interest that accrued on the loan prior to the repayment date 
  was payable on that date at a rate of 15% per annum. The Sputnick 
  Facility was repaid in full on 28 June 2012 following completion 
  of the open offer. 
 
  Liberum Capital 
  On 2 November 2011, Namakwa entered into an agreement with 
  Liberum Capital, whereby Liberum Capital agreed to act as Namakwa's 
  sponsor for the purposes of the Listing Rules in relation to 
  the capitalisation of the trading debt by Namakwa to Jarvirne 
  (the "Capitalisation"). Liberum Capital's continuing obligations 
  under the agreement were conditional on Namakwa, among other 
  things, obtaining formal approval of the prospectus pursuant 
  to the Capitalisation by the FSA, ensuring that such prospectus 
  was filed and published in accordance with the Prospectus Rules, 
  the passing of certain resolutions at a special general meeting 
  of the Company and admission of the shares issued pursuant 
  to the Capitalisation becoming effective at or before 7.00 
  a.m. on 28 November 2011. 
 
  In consideration of Liberum Capital's services under this agreement, 
  Namakwa agreed to pay to Liberum Capital: (i) on the passing 
  of the resolutions at the special general meeting, a corporate 
  finance and broking fee of US$900,000, payable in cash immediately 
  upon the approval of such resolutions; (ii) subject to and 
  conditional upon admission of the shares issued pursuant to 
  the Capitalisation, a sponsor's fee of US$400,000 and a success 
  fee of US$300,000, both payable in cash immediately upon such 
  admission; and (iii) a corporate finance fee of US$200,000, 
  payable in cash on the date of publication of the prospectus 
  issued pursuant to the Capitalisation containing a related 
  party transaction fair and reasonable opinion from Liberum 
  Capital. 
 
  Dantov Strategic Consulting Limited 
  On 23 August 2010, Namakwa entered into an agreement with Dantov 
  Strategic Consulting Limited 
  ("Dantov") whereby Dantov agreed to manage the relationship 
  between Namakwa and Mr. Eduard Prutnik for the purpose of Mr. 
  Prutnik, or any corporate vehicle controlled by Mr. Prutnik, 
  making an investment by way of a private placement of equity 
  or debt securities in Namakwa or any member of the Group. On 
  the completion of any such investment, Namakwa agreed to pay 
  Dantov Strategic Consulting Limited a commission determined 
  in the agreement by the amount of the investment. Commission 
  was not due where an investment was made pursuant: (i) to a 
  publicly announced secondary offering by Namakwa; or (ii) by 
  Mr. Prutnik or a corporate vehicle controlled by Mr. Prutnik 
  acquiring Namakwa securities from a third party or on a securities 
  exchange. 
 
  Namakwa and Dantov were entitled to terminate the agreement 
  upon 30 days' prior written notice to the other party. Upon 
  termination, Namakwa's obligation to pay the commission would 
  continue to remain in force for any investment made before 
  the termination. The agreement was terminated by Namakwa with 
  effect from 17 September 2011 (by way of notice to Dantov on 
  18 August 2011). On 10 October 2011, Namakwa and Dantov entered 
  into a settlement agreement in respect of the termination of 
  all rights and claims of either party under the original agreement, 
  pursuant to which Namakwa agreed to pay Dantov a settlement 
  amount of US$450,000 over a 4 month period. Such amount has 
  been fully paid by Namakwa. 
 
  RYY Futures Limited 
  On 3 August 2010, Namakwa entered into an agreement with RYY 
  Futures Limited ("RYY") whereby RYY agreed to manage the relationship 
  between Namakwa and Mr. Eduard Prutnik for the purpose of Mr. 
  Prutnik, or any corporate vehicle controlled by Mr. Prutnik, 
  making an investment by way of a private placement of equity 
  or debt securities in Namakwa or any member of the Group. On 
  the completion of any such investment, Namakwa agreed to pay 
  RYY a commission determined in the agreement by the amount 
  of the investment. 
 
  Namakwa and RYY were entitled to terminate the agreement upon 
  30 days' prior written notice to the other party. Upon termination, 
  Namakwa's obligation to pay the commission would continue to 
  remain in force for any investment made before the termination. 
  The agreement was terminated by Namakwa with effect from 17 
  September 2011 (by way of notice to RYY on 18 August 2011). 
  On 10 October 2011, Namakwa and RYY entered into a settlement 
  agreement in respect of the termination of all rights and claims 
  of either party under the original agreement, pursuant to which 
  Namakwa agreed to pay RYY a settlement amount of US$450,000 
  over a 4 month period. Such amount has been fully paid by Namakwa. 
 
  Shore Capital 
  On 6 June 2012, Namakwa entered into an agreement with Shore 
  Capital, whereby Shore Capital agreed to act as Namakwa's sponsor 
  for the purposes of the Listing Rules in relation to an open 
  offer of up to 794,629,171 new shares at a price of 4.5 pence 
  per new share launched on 6 June 2012. 
 
  Shore Capital's continuing obligations under the agreement 
  were conditional on Namakwa, among other things, obtaining 
  formal approval of the prospectus by the FSA, ensuring that 
  the prospectus was filed and published in accordance with the 
  Prospectus Rules, and Admission becoming effective at or before 
  8.00 a.m. on 28 June 2012. Namakwa was obliged to use all reasonable 
  endeavours to procure Admission by 8.00 a.m. on 28 June 2012. 
 
  In consideration of Shore Capital's services under this agreement, 
  Namakwa agreed to pay to Shore Capital the following amounts 
  in cash on and subject to Admission: (i) a fee of GBP300,000; 
  (ii) subject to the Board's discretion, a bonus fee of GBP25,000; 
  and (iii) a fee of GBP10,000 for the period to 10 July 2012 
  and a fee of GBP20,000 for each month after 10 July 2012 to 
  the extent that Admission has not occurred by such date. 
 
  Details relating to the above can be found in the prospectus 
  published by the Company on 6 June 2012 and available on the 
  Company's website at www.namakwadiamonds.com 
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 (i) ANTICIPATED ACCOUNTING REFERENCE DATE 
  (ii) DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION 
  DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited 
  interim financial information) 
  (iii) DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS 
  PURSUANT TO AIM RULES 18 AND 19: 
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                  i) 31 August 
                   ii) N/A 
                   iii) As follows: 
                   a. Year ending 31 August 2012 by 28 February 2013; 
                   b. 6 months ended 28 February 2013 by 31 May 2013; and 
                   c. Year ending 31 August 2013 by 28 February 2014. 
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 EXPECTED ADMISSION DATE: 
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  On 1 August 2012 
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 NAME AND ADDRESS OF NOMINATED ADVISER: 
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  Shore Capital and Corporate Limited 
  Bond Street House 
  14 Clifford Street 
  London W1S 3TW 
  United Kingdom 
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 NAME AND ADDRESS OF BROKER: 
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  Shore Capital Stockbrokers Ltd 
  Bond Street House 
  14 Clifford Street 
  London W1S 4JU 
  United Kingdom 
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 OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE 
  (POSTAL OR INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE 
  AVAILABLE FROM, WITH A STATEMENT THAT THIS WILL CONTAIN FULL 
  DETAILS ABOUT THE APPLICANT AND THE ADMISSION OF ITS SECURITIES: 
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  N/A 
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 DATE OF NOTIFICATION: 
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  3 July 2012 
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 NEW/ UPDATE: 
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 NEW 
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 QUOTED APPLICANTS MUST ALSO COMPLETE THE FOLLOWING: 
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 THE NAME OF THE AIM DESIGNATED MARKET UPON WHICH THE APPLICANT'S 
  SECURITIES HAVE BEEN TRADED: 
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 Premium Segment of the Main Market of the Official List 
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 THE DATE FROM WHICH THE APPLICANT'S SECURITIES HAVE BEEN SO 
  TRADED: 
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 19 December 2007 
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 CONFIRMATION THAT, FOLLOWING DUE AND CAREFUL ENQUIRY, THE APPLICANT 
  HAS ADHERED TO ANY LEGAL AND REGULATORY REQUIREMENTS INVOLVED 
  IN HAVING ITS SECURITIES TRADED UPON SUCH A MARKET OR DETAILS 
  OF WHERE THERE HAS BEEN ANY BREACH: 
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 The Directors of the Company confirm following due and careful 
  enquiry, that as at the date of this announcement and subject 
  to below, the Company has adhered to all legal and regulatory 
  requirements involved in having their securities traded on 
  the premium segment of the Main Market of the Official List. 
 
  Following the closing of the open offer on 27 June 2012 and 
  post admission of those Ordinary Shares to the main market 
  on 28 June 2012, the Company could no longer comply with the 
  requirement under Listing Rule 9.2.15 to have 25% free float. 
  As a consequence it sought to delist from the Premium Segment 
  of the Main Market of the Official List. 
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 AN ADDRESS OR WEB-SITE ADDRESS WHERE ANY DOCUMENTS OR ANNOUNCEMENTS 
  WHICH THE APPLICANT HAS MADE PUBLIC OVER THE LAST TWO YEARS 
  (IN CONSEQUENCE OF HAVING ITS SECURITIES SO TRADED) ARE AVAILABLE: 
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  www.namakwadiamonds.com 
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 DETAILS OF THE APPLICANT'S STRATEGY FOLLOWING ADMISSION INCLUDING, 
  IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING 
  STRATEGY: 
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 The Company's core strategy is to establish a platform for 
  future growth and development, underpinned by the sustainable 
  commercial production from the Kao Mine in Lesotho. 
 
  Following Admission, the Company will continue to direct its 
  focus and its financial resources towards its principal assets 
  / projects, being: i) the Kao Mine in Lesotho, which is expected 
  to become the largest producer of diamonds in Lesotho within 
  the next 12 months; ii) alluvial assets in the North West Province 
  of South Africa; and iii) development projects in Namibia and 
  the Northern Cape Province of South Africa. 
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 A DESCRIPTION OF ANY SIGNIFICANT CHANGE IN FINANCIAL OR TRADING 
  POSITION OF THE APPLICANT, WHICH HAS OCCURRED SINCE THE END 
  OF THE LAST FINANCIAL PERIOD FOR WHICH AUDITED STATEMENTS HAVE 
  BEEN PUBLISHED: 
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      Except as described below, there has been no significant change 
       in the financial or trading position of the Group since 31 
       August 2011, the date to which the last unaudited results of 
       the Group were prepared. 
 
       Jarvirne Facility and Settlement Facility 
       On 7 September 2011, Namakwa entered into the Jarvirne Facility 
       and the Settlement Agreement, (the latter having been subsequently 
       amended and each as defined and described above). 
 
       Disposal of non-current assets and disposal groups held for 
       sale 
       On 23 September 2011 the Group sold its mining and exploration 
       operations (the "DRC Group Assets") in the Democratic Republic 
       of Congo ("DRC") on a going concern basis for US$6,250,000 
       (the "Initial Consideration") to Hall Farm Avenue Limited, 
       the corporate vehicle of a management team lead by the Company's 
       DRC Country Manager, James Tregenza. The Initial Consideration 
       is to be settled over a 5-year period, with a minimum payment 
       of US$1,250,000 required in each year during this period. 
 
       In addition, in the event of a sale of all or part of the DRC 
       Group Assets during that time or, if longer, during the period 
       when the DRC Facility (as described below) has not been repaid 
       in full, all outstanding Initial Consideration shall become 
       due and payable, together with a 25% share of the net profit 
       from any such onward sale. 
 
       The sale of the DRC operations included the transfer of all 
       litigation in the DRC in respect of Namakwa Diamonds RDC SA 
       and Namakwa Diamond Mining Company SPRL (the operating company 
       for the Kasai Central Node). 
 
       The Group also agreed to provide a working capital facility 
       of US$300,000 to Hall Farm Avenue Limited as part of the sale 
       arrangements (the "DRC Facility"). The DRC Facility is repayable 
       on demand, and at the sole discretion of the Company. 
 
       The Company has retained an exclusive right to sell, as agent, 
       diamonds from the DRC Group Assets for a royalty payment of 
       15% of revenues (after the deduction of marketing costs and 
       expenses). This off-take arrangement would remain in place 
       until the later of: (i) the date of payment of the Initial 
       Consideration and repayment in full of the Facility; and (ii) 
       the fifth anniversary of the sale of the DRC Group Assets. 
       In the event that the initial consideration and facility were 
       satisfied within such 5-year period, the Company will continue 
       to maintain the exclusive right to sell such diamond product, 
       on an agency basis, for a 3% commission (after deducting selling 
       expenses) for the remainder of such 5-year period. 
 
       As part of the sale arrangements, the Group retained additional 
       rights of security to enhance its rights to receive payment 
       of all amounts due as consideration (and marketing commission) 
       and also the repayment in full of the Facility. 
 
       Restructuring of North-West province (South Africa) operations 
       During H1'FY2012, the Group substantially reduced Namakwa's 
       operations on this project area by moving from a 24/7 operating 
       model, which requires a three-shift mining team to a two-shift 
       mining team working 24 hours per day from 6 a.m. on Monday 
       to 6 a.m. on Saturday, with the remainder of the weekend used 
       for maintenance. Separately, Namakwa sought to increase the 
       number of contractors operating on the project area. Operations 
       on the Idada mine, which forms part of the South East Node 
       project area, have been indefinitely suspended, following a 
       number of continuing disputes between the local mining company, 
       Oersonskraal Mining (of which Namakwa is a 48% shareholder), 
       the local community and the Department of Mineral Resources. 
 
       Impairment charge 
       On 25 October 2011, the Board confirmed managements' decision 
       to account for an impairment charge of US$24.9 million in respect 
       of: (i) US$10.27 million relating to fixed assets in the North 
       West Province of South Africa, (ii) US$10.39 million relating 
       to fixed assets in the DRC; and (iii) US$4.29 million relating 
       to consumable stock in the DRC for the year ended 31 August 
       2011. 
 
       Kao Mine in Lesotho 
       On 30 November 2011, the High Court of Lesotho dismissed the 
       claim of Batla Minerals SA and, its subsidiary, Toro Diamonds 
       Lesotho (Pty) Ltd (together, "Batla Minerals") to a 50% interest 
       in Namakwa's 62.5% shareholding in Storm Mountain Diamonds, 
       with costs awarded to Namakwa. Batla Minerals subsequently 
       informed Namakwa on 15 December 2011 of its intention to exercise 
       its rights to appeal the decision of the High Court. On 27 
       April 2012, the Lesotho Court of Appeal granted leave to Batla 
       Minerals to file its record of appeal late and by a long-stop 
       date of 30 June 2012. Namakwa did not challenge Batla Minerals' 
       application, as in accordance with the decision of the Lesotho 
       High Court, Namakwa considers Batla Minerals' claim to be without 
       merit. The amount claimed by Batla Minerals is unquantifiable. 
 
       Sputnik Facility 
       On 10 April 2012 Namakwa entered into the Sputnik Facility 
       (as defined and described above). 
 
 
 
       Interim Results 
       On 26 April 2012 the Company announced its interim results 
       for the 6 months to 29 February 2012. In its results the Company 
       announced a proposed equity re-financing by way of an open 
       offer of up to US$55 million. In the announcement the Company 
       notified the market that Jarvirne had provided the Company 
       with a letter of intent to irrevocably commit up to subscribe 
       for up to US$52 million in new shares, provided that such offering 
       was completed by 30 June 2012 (the "Jarvirne Commitment"). 
       The Jarvirne Commitment was conditional on, inter alia, there 
       being no material adverse change in the operating and financial 
       condition of the Group prior to the closing of the Open Offer 
       and upon Admission occurring by 30 June 2012. 
 
       Jarvirne Undertaking 
       On 5 June 2012, Jarvirne provided the Company with an irrevocable 
       undertaking (the "Jarvirne Undertaking"), conditional only 
       upon the publication of an open offer prospectus, to: (i) subscribe 
       for up to 794,063,295 Ordinary Shares; and (ii) vote in favour 
       of each of the resolutions relating to such open offer (other 
       than resolutions 4 and 6). 
 
 
       Refinancing and open offer 
       On 6 June 2012 the Company announced the publication of a prospectus 
       and a refinancing by way of an open offer. The open offer closed 
       on 27 June 2012. 794,629,171 Ordinary Shares in the Company 
       were issued under the open offer. These Ordinary Shares were 
       admitted to trading on the Main Market of the London Stock 
       Exchange on 28 June 2012. The Company currently has a total 
       of 1,099,237,020 Ordinary Shares in issue. 
 
       The net proceeds of the open offer were c.US$53.5 million. 
       The net proceeds of the open offer have been applied as follows: 
       1. On 28 June 2012 repayment of the principal amount and accrued 
       interest of c.US$10.24 million in respect of the Sputnick Facility 
       (which was terminated); 
       2. On 28 June repayment of the principal amount of US$35.2 
       million in respect of the Jarvirne Facility (which was terminated, 
       and the security entered into in accordance therewith released); 
       and 
       3. The remainder of c.US$ 8 million utilised for ongoing working 
       capital requirements. 
 
       Details relating of both the Sputnick Facility and the Jarvirne 
       Facility can be found in the prospectus published by the Company 
       on 6 June 2012 and available on the Company's website at www.namakwadiamonds.com 
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 A STATEMENT THAT THE DIRECTORS OF THE APPLICANT HAVE NO REASON 
  TO BELIEVE THAT THE WORKING CAPITAL AVAILABLE TO IT OR ITS 
  GROUP WILL BE INSUFFICIENT FOR AT LEAST TWELVE MONTHS FROM 
  THE DATE OF ITS ADMISSION: 
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  The Directors of the Company have no reason to believe that 
  the working capital available to the Company will be insufficient 
  for at least twelve months from the date of its Admission. 
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 DETAILS OF ANY LOCK-IN ARRANGEMENTS PURSUANT TO RULE 7 OF THE 
  AIM RULES: 
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  N/A 
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 A BRIEF DESCRIPTION OF THE ARRANGEMENTS FOR SETTLING THE APPLICANT'S 
  SECURITIES: 
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 To settle the securities to be traded on AIM, the Company has 
  in place Depository Interests, representing its Ordinary Shares, 
  which are admitted to CREST. Accordingly, settlement of transactions 
  in the Depository Interests following Admission will take place 
  within the CREST system. 
------------------------------------------------------------------------------------------ 
 A WEBSITE ADDRESS DETAILING THE RIGHTS ATTACHING TO THE APPLICANT'S 
  SECURITIES: 
------------------------------------------------------------------------------------------ 
 
  www.namakwadiamonds.com 
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 INFORMATION EQUIVALENT TO THAT REQUIRED FOR AN ADMISSION DOCUMENT 
  WHICH IS NOT CURRENTLY PUBLIC: 
------------------------------------------------------------------------------------------ 
 
  The Company published a Prospectus on 6 June 2012 which includes 
  information equivalent to that required for an Admission Document 
  and is available on the Company's website at www.namakwadiamonds.com 
------------------------------------------------------------------------------------------ 
 A WEBSITE ADDRESS OF A PAGE CONTAINING THE APPLICANT'S LATEST 
  ANNUAL REPORT AND ACCOUNTS WHICH MUST HAVE A FINANCIAL YEAR 
  END NOT MORE THEN NINE MONTHS PRIOR TO ADMISSION AND INTERIM 
  RESULTS WHERE APPLICABLE. THE ACCOUNTS MUST BE PREPARED IN 
  ACCORDANCE WITH ACCOUNTING STANDARDS PERMISSIBLE UNDER AIM 
  RULE 19: 
------------------------------------------------------------------------------------------ 
 
  www.namakwadiamonds.com 
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 THE NUMBER OF EACH CLASS OF SECURITIES HELD IN TREASURY: 
------------------------------------------------------------------------------------------ 
 There are no Ordinary Shares held in Treasury. 
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This information is provided by RNS

The company news service from the London Stock Exchange

END

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