Stellar Diamonds PLC Irrevocable Undertakings (0730J)
27 Marzo 2018 - 4:45AM
UK Regulatory
TIDMSTEL TIDMTTM
RNS Number : 0730J
Stellar Diamonds PLC
27 March 2018
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS
RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN
WHOLE OR IN PART, IN, INTO OR FROM THE UNITED STATES OF AMERICA,
CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR AUSTRALIA, OR IN,
INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.
SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.
27 March 2018
Newfield Resources Limited ("NWF")
Irrevocable Undertakings
Pursuant to Rule 2.10 of the Code, the Boards of Stellar and NWF
announce that on 26 March 2018 NWF has obtained further irrevocable
undertakings ("Irrevocable Undertakings") to vote in favour of or
accept an offer ("Offer") to be made by NWF for Stellar Diamonds
plc ("Stellar") substantially on the terms set out in the firm
offer announcement dated 12 March 2018 from the following Stellar
Shareholders:
Number of Percentage
Stellar Shares of Stellar
in respect issued share
of which undertaking capital
is given
Swiss Capital SA on
behalf of Meran Liviu 183,207 0.30%
Premium Complete Business
SRL on behalf of Cionca
Madalina Elena 3,747,423 6.04%
Total 3,930,630 6.34%
The Irrevocable Undertakings will cease to be binding if, among
other things:
i. Stellar's Board does not recommend the Offer;
iii. the relevant offer or scheme documentation is not posted to
shareholders of Stellar within the permitted period under the Code
or as otherwise agreed with the Panel;
iv. the Offer (or scheme of arrangement as applicable) does not
become effective, is withdrawn or lapses in accordance with its
terms;
v. the Directors of Stellar withdraw their recommendation in
support of the Offer made by NWF.
The Irrevocable Undertakings above remain binding in the event
of a higher, or any other, bid or offer for Stellar subject to the
Board of Stellar not withdrawing their recommendation.
NWF has, in total, received irrevocable undertakings to vote in
favour of the Scheme in respect of 30,356,523 Stellar Shares
representing, in aggregate, approximately 48.96 per cent. of the
issued ordinary share capital of Stellar.
Enquires:
Stellar Diamonds
Karl Smithson, CEO Tel: +44 (0) 20 7010
7686
Cairn Financial Advisers
LLP (Nominated Adviser and
Rule 3 Adviser to Stellar)
Sandy Jamieson, Liam Murray Tel: +44 (0) 20 7213
0880
Newfield Resources Ltd
Anthony Ho Tel: +61 (08) 6389
2688
OBH Partners (Advisers to
NWF)
Orlaith O'Brien, Edel Conway, Tel: +353 1 77 55
Antony Legge 600
Cairn Financial Advisers LLP, which is authorised and regulated
by the Financial Conduct Authority, is acting for the Company as
financial adviser in relation to the possible offer for the Company
and is not acting for any other person in relation to such possible
offer for the Company. Cairn Financial Advisers LLP will not be
responsible to anyone other than Company for providing the
protections afforded to its clients or for providing advice in
relation to the contents of this document or any possible offer for
the Company or arrangement referred to herein.
Important notice
This announcement is not intended to, and does not, constitute
or form part of any offer, invitation or the solicitation of an
offer to purchase, otherwise acquire, subscribe for, sell or
otherwise dispose of, any securities whether pursuant to this
announcement or otherwise. This announcement does not constitute a
prospectus or a prospectus equivalent document. The shareholders of
Stellar and NWF are advised to read carefully the formal
documentation in relation to the Offer once it has been
despatched.
Overseas jurisdictions
The release, publication or distribution of this announcement in
jurisdictions other than the United Kingdom may be restricted by
law and therefore any persons who are subject to the laws of any
jurisdiction other than the United Kingdom should inform themselves
about, and observe any applicable requirements. This announcement
has been prepared for the purposes of complying with English law
and the Code and the information disclosed in this announcement may
not be the same as that which would have been disclosed if this
announcement had been prepared in accordance with the laws of
jurisdictions outside the United Kingdom.
This announcement is not for publication or distribution,
directly or indirectly, in or into the United States of America.
This announcement is not an offer of securities for sale into the
United States. The securities referred to herein have not been and
will not be registered under the U.S. Securities Act of 1993, as
amended, and may not be offered or sold in the United States,
except pursuant to an applicable exemption from registration. No
public offering of securities is being made in the United
States.
Publication on Website
Copies of the Irrevocable Undertakings and this announcement
will be made available (subject to certain restrictions relating to
persons resident in restricted jurisdictions) on Stellar's website
at www.stellar-diamonds.com NWF's website and on NWF's website at
www.newfieldresources.com.au in accordance with Rule 26.1 of the
Code by no later than 12 noon (London time) on the day following
publication of this notification. The content of the website
referred to in this announcement is not incorporated into and does
not form part of this announcement.
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCLIFSAVIIDFIT
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March 27, 2018 06:45 ET (10:45 GMT)
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