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Notice of AGM and Share Capital Reorganisation
DiamondCorp plc
JSE share code: DMC & AIM share code: DCP
ISIN: GB00B183ZC46
(Incorporated in England and Wales)
(Registration number 05400982)
(SA company registration number 2007/031444/10)
("DiamondCorp", “the Group” or "the Company")
Notice of AGM and Share Capital Reorganisation
The Company announces that the annual general meeting of the Company will be held at 2 pm on
Tuesday 2 July 2013 at City Group Plc, 30 City Road, London EC1Y 2AG.
In addition to the routine business to be considered at this year’s annual general meeting, the
Company is proposing to seek shareholders’ approval for a reorganisation of the Company’s share
capital. A circular to shareholders (the “Circular”), setting out the details of the proposed share
capital reorganisation, the notice of annual general meeting and the Company’s report and financial
statements for the year ended 31 December 2012 have been posted to shareholders today.
Copies of these documents may be viewed on the Company’s website shortly.
www.diamondcorp.plc.uk/investors-and-media/financials
Share Capital Reorganisation
The Company’s existing ordinary shares have a nominal value of 3 pence per share and are therefore
currently trading at a price close to their nominal value. In the event that the Company’s share price
should fall below 3 pence, the Company will be prevented from carrying out any future fundraisings
as it will be prohibited by current legislation from issuing ordinary shares at a price below their
nominal value.
The Board therefore believes that it is prudent to undertake the Share Capital Reorganisation in
order to result in an appropriate nominal value of the Company’s existing ordinary shares for the
current share price.
The interests of existing shareholders (both in terms of their economic interest and voting rights)
will not be diluted by the implementation of the Share Capital Reorganisation.
As at 6 June 2013, being the latest practicable date prior to the issue of this announcement, there
are 276,839,478 existing ordinary shares in issue. Each existing ordinary share on the register of
members of the Company at 5.00 p.m. (UK time) on 2 July 2013 will be sub-divided into one new
ordinary share of 0.1 pence each (“New Ordinary Share(s)”) and one deferred ordinary share of 2.90
pence each (“Deferred Ordinary Share(s)”). In the event that the Share Capital Reorganisation is
approved, the Deferred Ordinary Shares will have to be created and their rights reflected in the
Company’s articles of association. Shareholders will therefore be asked to approve amendments to
the Company’s existing articles of association so that, should the Share Capital Reorganisation
resolution be approved, the Company’s articles of association create and reflect the rights attaching
to the Deferred Ordinary Shares.
The New Ordinary Shares will continue to carry the same rights and benefits as those attached to the
Company’s existing ordinary shares (save for the reduction in their nominal value). The number of
New Ordinary Shares in issue following the Share Capital Reorganisation will be identical to the
number of existing ordinary shares in issue immediately prior to the Share Capital Reorganisation.
The Deferred Ordinary Shares will not entitle their holders (a) to receive notice of or attend and vote
at any general meeting of the Company; (b) to receive any dividend or other distribution; or (c) to
participate in any return on capital on a winding up, other than the nominal amount paid on such
shares following a substantial distribution to holders of ordinary shares in the Company.
No application will be made to the London Stock Exchange or the JSE for admission of the Deferred
Ordinary Shares to trading on AIM or AltX respectively, nor will any such application by made to any
other exchange.
The Deferred Ordinary Shares will be effectively valueless, non-transferable and have no effect on
the economic interest of the Shareholders. Share certificates will not be issued in respect of the
Deferred Ordinary Shares.
Application will be made for the New Ordinary Shares to be admitted to trading on both AIM and
AltX. Dealings in the Company’s existing ordinary shares will cease at the close of business on 2 July
2013 and dealings in the New Ordinary Shares are expected to commence on both AIM and AltX the
following day.
The ISIN and SEDOL numbers of the New Ordinary Shares will be the same as the Company’s existing
ordinary shares and any share certificates for the existing ordinary shares will remain valid for the
New Ordinary Shares.
Following the Share Capital Reorganisation, the Company will have in issue, and Shareholders’
individual holdings will be for, the same number of New Ordinary Shares as the number of existing
ordinary shares held immediately prior to 5:00p.m. on 2 July 2013. Following the Share Capital
Reorganisation, the New Ordinary Shares of the Company will have a nominal value of 0.1 pence.
A copy of the revised articles of association proposed to be adopted will be available for inspection
at the Annual General Meeting and will be made available free of charge on the Company’s website
at www.diamondcorp.plc.uk.
EXPECTED TIMETABLE
Publication of the Circular and posting to Shareholders 7 June 2013
Last date and time for receipt of Forms of Proxy 2:30p.m. on 28 June 2013
Annual General Meeting 2:30p.m. on 2 July 2013
Record Date on AIM and time for implementation of the Share 5:00p.m. on 2 July 2013
Capital Reorganisation
Last time and day of trading on AltX for implementation of the Share 5:00p.m. (SA time) on 2 July 2013
Capital Reorganisation
Record Date on AltX and time for implementation of the Share 5:00p.m. (SA time) on 9 July 2013
Capital Reorganisation
Admission of the New Ordinary Shares to trading on both AIM and 8:00a.m. on 3 July 2013
AltX
CREST accounts credited 8:00a.m. on 3 July 2013
Accounts at CSDPs and brokers will we updated in respect of 9:00a.m. (SA time) on 10 July 2013
dematerialised shareholders on the SA register
Unless stated to the contrary, references to time in this announcement are to London Time (GMT).
Each of the above dates and times are subject to change. If any of the above times and/or dates
change, the revised times and/or dates will be notified to Shareholders by announcement on a
regulatory information service.
Capitalised terms used in this announcement shall have the meaning assigned to them in the
Circular, unless otherwise defined herein.
Contact details:
DiamondCorp plc
Paul Loudon, Chief Executive
Tel: +27 56 212 2930
+44 20 3151 0970
UK Broker & Nomad
Panmure Gordon (UK) Limited
Dominic Morley/Adam James/Hannah Woodley
Tel: +44 20 7886 2500
Joint Broker
SP Angel Corporate Finance LLP
Ewan Leggat/Laura Littley
Tel: +44 20 3463 2260
JSE Designated Advisor
Sasfin Capital (a division of Sasfin Bank Limited)
Kim Dawson
Tel: +27 118097794
07 June 2013
Johannesburg
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