TIDMNAD
RNS Number : 5383Y
Namakwa Diamonds Limited
25 February 2013
25 February 2013
Namakwa Diamonds Limited (AIM: NAD)
("Namakwa Diamonds" or the "Company")
Circular posted to shareholders regarding cancellation of
admission to AIM
The Company announces that it has posted a circular to
shareholders and convened a Special General Meeting to be held at
the offices of Taylor Wessing LLP at 5 New Street Square, London
EC4A 3TW at 10:30 a.m. on 12 March 2013 to propose a special
resolution (the "Resolution") to approve the cancellation of
admission of the Ordinary Shares to trading on AIM (the
"Cancellation"). The expected timetable for the Cancellation is set
out below:
Record date for entitlement 6:00 p.m. on 22 February 2013
to receive notice of, attend
and vote at the Special General
Meeting
------------------------------------ ------------------------------
Posting of this circular and 25 February 2013
Form of Direction and/or Form
of Proxy to Shareholders
------------------------------------ ------------------------------
Publication of notice of the 25 February 2013
Special General Meeting in the
Royal Gazette newspaper in Bermuda
------------------------------------ ------------------------------
Latest time and date for receipt 10:30 a.m. on 9 March 2013
of Forms of Direction
------------------------------------ ------------------------------
Latest time and date for receipt 10:30 a.m. on 10 March 2013
of Forms of Proxy
------------------------------------ ------------------------------
Special General Meeting 10:30 a.m. on 12 March 2013
------------------------------------ ------------------------------
Last day for trading of the 22 March 2013
Ordinary Shares on AIM
------------------------------------ ------------------------------
Cancellation of admission to With effect from 7:00 a.m. on
trading of Ordinary Shares on 25 March 2013
AIM
------------------------------------ ------------------------------
Notes:
(1) References to times in this announcement are to times in London unless otherwise stated.
(2) If any of the above times and/or dates change, the revised
times and/or dates will be notified to Shareholders by announcement
through a Regulatory Information Service.
Background to the Cancellation
On 7 February 2013, the Company announced that it had received
notice from Jarvirne Limited and Sputnick Limited (the "Majority
Shareholders") (who, as far as the Company is aware, together are
beneficially interested in 825,200,275 Ordinary Shares equivalent
to 75.07% of the issued share capital of the Company) requesting
that a special general meeting of the Company be held to seek
approval of its Shareholders to cancel admission of the Company's
Ordinary Shares to trading on AIM.
The Majority Shareholders have confirmed to Namakwa that they
will vote in favour of the Resolution and, in light of this and the
Company's understanding as to their shareholdings, it is clear that
the Resolution would be passed.
The Resolution now being proposed at the Special General Meeting
(which is to be held on 12 March 2013) will require the approval of
not less than 75% of those Shareholders (being entitled to do so)
voting in person or by proxy at the Special General Meeting.
As stated above, the Majority Shareholders:
-- are understood to hold more than 75% of the Ordinary Shares; and
-- have indicated they will vote in favour of the Resolution.
This means that the Resolution will be passed in any
circumstances assuming that the Majority Shareholders vote in the
way they have confirmed they intend to.
The Company is incorporated in Bermuda. As a result, the
provisions of the City Code do not apply to the Company and
Shareholders are not entitled to the protections afforded by the
City Code.
Independent Committee
As Messrs. Holden and Kravets were nominated as Directors of the
Company by Jarvirne Limited, the Board formed a Committee of
Directors unconnected to the Majority Shareholders (consisting of
Melissa Sturgess, Robert Reid and Craig Campbell) ("Independent
Committee") in order to deal with all matters relating to the
Cancellation.
Effect of the Cancellation on Shareholders
The principal effects of the Cancellation, if approved, would
be:
-- there would no longer be a formal market mechanism enabling
Shareholders to trade their Ordinary Shares and no price will be
publicly quoted for the Ordinary Shares. As such, holdings of
Ordinary Shares would be unlikely to be easily capable of sale and
would be difficult to value;
-- the Company would not be bound to announce material events,
nor to announce interim results. Further, the Company will not be
bound by the AIM Rules; and
-- the Bermuda Monetary Authority exemption applicable to the
Company (permitting transfers of Ordinary Shares without being
subject to the Bermuda corporate service provider's know your
client ("KYC") processes) would no longer apply to the issue or
transfers of Ordinary Shares. Accordingly, Shareholders would,
subject to certain exemptions, be likely to be required to follow
certain additional procedures in respect of the transfer or issue
of Ordinary Shares by or to them. Further details are contained in
the circular.
Governance following the Cancellation
Notwithstanding the Cancellation, the Company would continue to
be obliged to publish annual reports and accounts and hold Annual
General Meetings and other Special General Meetings in accordance
with Bermuda law and its existing Bye-laws.
Share trading facility following Cancellation
The Independent Committee is aware that, following the proposed
Cancellation, Shareholders may still wish to dispose of their
Ordinary Shares and understands that the Majority Shareholders may
seek to enter into discussions with third party providers in
connection with the potential to establish and maintain a matched
bargain settlement facility. Further information regarding any such
matched bargain settlement facility, once available to the Board,
will be made available to Shareholders on the Company's
website.
Record Date
To be entitled to attend and vote at the Special General Meeting
(and for the purpose of the determination by the Company of the
votes that may be cast), Shareholders must have been registered on
the register of members at 6:00 p.m. on 22 February 2013 (or, in
the event of any adjournment, on the date which is two days before
the time of the adjourned meeting). Changes to the register of
members after the relevant deadline shall be disregarded in
determining the rights of any person to attend and vote at the
meeting.
Special General Meeting
Notice convening the Special General Meeting, to be held at the
offices of Taylor Wessing LLP at 5 New Street Square, London EC4A
3TW at 10:30 a.m. (London time) on 12 March 2013, has been
circulated to the Shareholders.
The Resolution in the notice proposes the Cancellation. Under
the AIM Rules, it is a requirement that any cancellation of shares
to trading on AIM must be approved by not less than 75% of votes
cast by shareholders at a general meeting. Accordingly, the
Resolution is proposed as a special resolution of the Company and,
as such, it requires the approval of not less than 75% of the votes
cast by Shareholders (being entitled to do so) voting in person or
by proxy at the Special General Meeting. The Majority Shareholders
(who are understood to hold between them, in aggregate, over 75% of
the Ordinary Shares) have indicated to the Company that they intend
to vote in favour of the Resolution.
The Company has notified the London Stock Exchange of the
proposed Cancellation and, subject to Shareholder approval, it is
expected that the cancellation of the admission of the Company's
Shares to trading on AIM will be effective from 7:00 a.m. on 25
March 2013.
Recommendation
Given the understanding that the Majority Shareholders hold, in
aggregate, over 75% of the Ordinary Shares and have indicated to
the Company their intention to vote in favour of the Resolution,
the Independent Committee believes that it is in the best interests
of the Company that the Special General Meeting be called to
consider and, if the Shareholders deem appropriate, approve the
Resolution, and make no further recommendations in respect of the
Cancellation or the related Resolution.
Definitions
The following definitions apply throughout this announcement
unless the context otherwise requires:
AIM the AIM market operated by the
London Stock Exchange
---------------------------- --------------------------------------
AIM Rules The AIM Rules for Companies
whose securities are admitted
to trading on AIM, as published
by the London Stock Exchange
from time to time
---------------------------- --------------------------------------
Bye-laws the bye-laws of Namakwa
---------------------------- --------------------------------------
Cancellation the cancellation of admission
of the Ordinary Shares to trading
on AIM becoming effective in
accordance with Rule 41 of the
AIM Rules
---------------------------- --------------------------------------
City Code The UK City Code on Takeovers
and Mergers
---------------------------- --------------------------------------
CREST the system of paperless settlement
of trades and the holding of
uncertified shares of which
Euroclear UK & Ireland Limited
is the operator
---------------------------- --------------------------------------
Company or Namakwa Namakwa Diamonds Limited
---------------------------- --------------------------------------
Depository Capita IRG Trustees Limited
---------------------------- --------------------------------------
Depository Interests the dematerialised depository
interests in respect of and
representing on a one-for-one
basis Ordinary Shares issued
by the Depository
---------------------------- --------------------------------------
Depository Interest Holders holders of Depository Interests
or DI Holders
---------------------------- --------------------------------------
Directors or Board the directors of the Company
---------------------------- --------------------------------------
Form of Direction the form of direction for use
by DI Holders in relation to
voting on the Resolution to
be proposed at the Special General
Meeting
---------------------------- --------------------------------------
Form of Proxy the form of proxy for use by
Shareholders in relation to
voting on the Resolution to
be proposed at the Special Meeting
---------------------------- --------------------------------------
Independent Committee an independent committee of
the Board comprising Melissa
Sturgess, Robert Reid and Craig
Campbell
---------------------------- --------------------------------------
London Stock Exchange London Stock Exchange plc
---------------------------- --------------------------------------
Ordinary Shares the ordinary shares of US$0.000625
each in the capital of the Company
---------------------------- --------------------------------------
Shareholder or Shareholders the holder(s) of Ordinary Shares
and/or, as the context may require,
holder(s) of Depository Interests
representing Ordinary Shares
---------------------------- --------------------------------------
Special General Meeting the Special General Meeting
of the Company to be held at
the offices of Taylor Wessing
LLP at 5 New Street Square,
London, EC4A 3TW at 10:30 a.m.
on 12 March 2013, or any adjournment
thereof
---------------------------- --------------------------------------
Enquiries:
Namakwa Diamonds Shore Capital
Theo Botoulas +27 11 334 8886 Pascal Keane +44 20 7408 4090
Tavistock Communications
Simon Hudson/Kelsey
Traynor +44 20 7920 3150
About Namakwa Diamonds Limited
Namakwa is a diamond resource group, which seeks to extract
maximum value from the marketing and sale of Group mined and
contracted production.
The Group's mining activities are focused on the Kao mine in
Lesotho. Operated by Storm Mountain Diamonds, the Kao Main Pipe
Complex represents a resource endowment of c.183Mt of kimberlite
ore containing c.11.6M carats ("cts") (3.3Mcts Indicated and
8.3Mcts at Inferred levels of confidence), with an additional
c.1.7Mcts at a Deposit level of confidence, in which Namakwa holds
a 62.5% interest. The other shareholders are the Government of
Lesotho (25%) and Kimberlite Investments Lesotho Limited
(12.5%).
The Group also maintains alluvial mining operations in the North
West Province of South Africa and resource-development and
exploration assets in the Northern Cape Province of South Africa
and in the offshore marine environment of Namibia. These combined
resources add a further c.6.9Mcts at Indicated and Inferred levels
of confidence to the Group's Global Resource Inventory which stands
at 18, 535, 700 carats as at 31 August 2012. Namakwa is listed on
the AIM market of the London Stock Exchange under the ticker symbol
NAD.
-ends-
This information is provided by RNS
The company news service from the London Stock Exchange
END
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