PDF Pangea Diamond

 

TIDMPDF 
 
RNS Number : 7503J 
Pangea DiamondFields PLC 
06 April 2010 
 

6 April 2010 
                                                                         AIM: 
PDF 
 
 
                            Pangea DiamondFields plc 
                          ('Pangea' or the 'Company') 
 
                              Posting of Circular 
 
                    Notice of Extraordinary General Meeting 
                                      and 
              Proposed Cancellation of Admission to Trading on AIM 
 
Further to the announcement of 1 April 2010 confirming the completion of the 
disposal of Efidium Limited to International Gold Exploration AB (the 
'Disposal'), Pangea announces that it has today posted a circular to 
shareholders convening an extraordinary general meeting of the Company to be 
held at the Company's registered office at 2 p.m. on 28 April 2010 (the 'EGM') 
to seek shareholder approval for the commencement of a members' voluntary 
liquidation process (the 'Liquidation') and the cancellation of the Company's 
admission to trading of its shares on the AIM market of the London Stock 
Exchange ('Cancellation'). 
 
Cancellation of Admission to Trading on AIM 
 
Subject to shareholder approval it is expected that Cancellation will occur at 7 
a.m. on 29 April 2010. Shareholders should also be aware that trading in the 
Company's ordinary shares on AIM will be suspended from 7 a.m. on 28 April 2010 
in advance of the EGM as the Company would no longer be considered to be an 
appropriate company for AIM on the commencement of a liquidation process. If 
Cancellation is not approved but Shareholders approve the Liquidation, it is 
unlikely that trading of the Company's ordinary shares on AIM would be restored. 
 
Distribution of IGE Shareholders 
 
Following the completion of the Disposal, Pangea holds 495,399,057 fully paid 
ordinary shares in the capital of IGE ('IGE Shares'). The proposed liquidator 
currently intends to make an interim distribution in specie (by way of transfer 
of assets rather than in cash) to shareholders as soon as it is prudent to do 
so, to take the form of 421,000,000 IGE Shares, representing approximately 85% 
of the IGE Shares received as consideration for the Disposal (the 'Consideration 
Shares'). 
 
After allocating up to 5% of the Consideration Shares to an employee benefit 
trust or similar vehicle, the Company will hold the balance of the Consideration 
Shares until 31 January 2011 as security against warranties given in favour of 
IGE pursuant to the sale and purchase agreement confirming the terms of the 
Disposal. Subsequent to 31 January 2011, any IGE Shares still held by the 
Company would then be available for distribution to Shareholders. 
 
Trading In IGE Shares Following Distribution of the Consideration Shares to 
Shareholders 
 
The IGE Shares are traded on the Oslo Stock Exchange where shares are traded 
only in electronic form through the Euroclear/ VPS system. In order to receive 
IGE Shares as part of the distribution of the Consideration Shares described 
above, Shareholders will therefore require access to the Euroclear/ VPS system 
to facilitate settlement in any such distribution. 
 
The Company is currently in discussions with various parties who may be able to 
assist Shareholders in obtaining access to the Euroclear/ VPS system and 
facilitate trading in the IGE Shares on the Oslo Stock Exchange and will notify 
shareholders in due course if a suitable agreement can be reached. Any 
arrangements are however likely to require Shareholders to take action on an 
individual basis. 
 
In any event, it is expected that a further announcement will be made in 
relation to this prior to the Extraordinary General Meeting. 
 
 
Further information: 
 
+----------------------+------------------------+-----------------------+ 
| Pangea DiamondFields | Ambrian Partners       | Walbrook PR Ltd       | 
| plc                  | Limited                |                       | 
|                      |                        |                       | 
+----------------------+------------------------+-----------------------+ 
| Boris Kamstra        | Richard Brown /        | Louise Goodeve / Leah | 
|                      | Richard Greenfield     | Kramer                | 
+----------------------+------------------------+-----------------------+ 
| T: +27 11 438 4100   | T: +44 (0) 20 7634     | T: +44 (0) 20 7933    | 
|                      | 4700                   | 8780                  | 
|                      |                        |                       | 
+----------------------+------------------------+-----------------------+ 
 
 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
 NOESSMFEMFSSELL 
 

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