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Results of Placing, Revised Timetable and Directors’ Dealings
DiamondCorp plc
AIM share code: DCP & JSE share code: DMC
ISIN: GB00B183ZC46
(Incorporated in England and Wales)
(Registration number 05400982)
(SA company registration number 2007/031444/10)
("DiamondCorp", "the Company" or “the Group”)
4 December 2015
Results of Placing, Revised Timetable and Directors’ Dealings
DiamondCorp, the Southern African diamond mining, development and exploration company,
announces, further to the announcement yesterday, that it has raised, in aggregate, gross
proceeds of £4.0 million through the Placing of, in aggregate, 66,666,667 new Ordinary
Shares at a Placing Price of 6 pence per Ordinary Share (or the equivalent price of ZAR1.29
per Ordinary Share, as applicable).
The Placing will be conducted in two stages, with 32,337,000 First Tranche Placing Shares
being placed using the Directors’ existing authority to allot shares for cash on a non pre-
emptive basis, as granted at the Company's AGM on 25 June 2015, and 34,329,667 Second
Tranche Placing Shares being placed conditionally upon, amongst other things, the passing
of the Resolutions at the General Meeting, which is now to be held on 7 January 2016. Of the
34,329,667 Second Tranche Placing Shares, 10,130,000 are to be settled by way of a direct
subscription with the Company (the “Subscription Shares”).
Pursuant to the terms and conditions set out in Appendix I to yesterday’s announcement, the
Placing in respect of the First Tranche Placing Shares is conditional only on Admission, with
the Placing in respect of the Second Tranche Placing Shares being conditional upon, inter
alia, the passing of the Resolutions at the General Meeting, First Admission having become
effective, Second Admission becoming effective and the Placing Agreement between the
Company and Panmure Gordon not being terminated prior to Admission.
Pursuant to applicable laws of the Republic of South Africa, notably approval of the Circular
by the South Africa Reserve Bank (“SARB”) in relation to participation in the Placing by South
African entities, the timetable in respect of, inter alia, the General Meeting and Second
Admission has been revised as follows. Please note that the date of First Admission remains
unchanged.
Admission and dealings in First Tranche Placing 8.00 a.m. on 9 December 2015
Shares
Expected date for CREST accounts to be 9 December 2015
credited in relation to the First Tranche Placing
Shares
Despatch of definitive share certificates (where on or around 16 December 2015
applicable) in relation to the First Tranche
Placing Shares
Receipt of SARB approval by 21 December 2015
Posting of the Circular and Form of Proxy 21 December 2015
Latest time and date for receipt of Forms of 11:00 a.m. on 5 January 2016
Proxy
General Meeting 11:00 a.m. on 7 January 2016
Expected date of announcement of the results of 7 January 2016
the General Meeting
Admission and dealings in Second Tranche 8.00 a.m. on 8 January 2016
Placing Shares
Expected date for CREST accounts to be 8 January 2016
credited in relation to the Second Tranche
Placing Shares
Despatch of definitive share certificates (where on or around 15 January 2016
applicable) in relation to the Second Tranche
Placing Shares
Application will be made for the First Tranche Placing Shares and the Second Tranche
Placing Shares to be admitted to trading on the AIM Market of the London Stock Exchange
plc (“AIM”) and the Alternative Exchange of the JSE Limited (“AltX”). Settlement for and
Admission of the First Tranche Placing Shares and the Second Tranche Placing Shares is
expected to take place on 9 December 2015 and 8 January 2016, respectively.
DiamondCorp's enlarged issued ordinary share capital immediately following the issue of the
First Tranche Placing Shares will be 408,433,741 Ordinary Shares. Subject to approval at the
General Meeting, DiamondCorp's enlarged issued ordinary share capital immediately
following the issue of the Second Tranche Placing Shares will be 442,763,408 Ordinary
Shares.
The following Directors are participating in the Placing at the Placing Price. All Director
subscriptions are for Second Tranche Placing Shares, with the resultant beneficial
shareholdings as described below:
Percentage of enlarged
Shareholding upon share capital upon
Number of Second Admission of Second Admission of Second
Tranche Placing Tranche Placing Tranche Placing
Name Shares Shares Shares
Euan Worthington 830,000 2,807,766 0.6%
Paul Loudon 830,000 6,977,604 1.6%
Jonathan Willis-Richards 167,000 2,500,229 0.6%
Capitalised terms in this announcement, unless otherwise defined, have the same meaning
given to them in the announcement issued by the Company on 2 December 2015. All times
referred to in this announcement are London times.
Contact details:
DiamondCorp plc
Paul Loudon, Chief Executive
Tel: +27 828 246 897
Euan Worthington, Chairman
Tel: +44 7753 862 097
UK Broker, Sole Placing Agent & Nominated Adviser
Panmure Gordon (UK) Limited
Dominic Morley / Adam James
Tel: +44 20 7886 2500
JSE Designated Adviser
Sasfin Capital (a division of Sasfin Bank Limited)
Megan Young
Tel: +27 11 445 8068
SA Corporate Adviser
Qinisele Resources Proprietary Limited
Dennis Tucker / Andrew Brady
Tel: +27 11 883 6358
Important Information
This announcement contains (or may contain) certain forward-looking statements with respect
to certain of the Company's plans and its current goals and expectations relating to its future
financial condition and performance and which involve a number of risks and
uncertainties. The Company cautions readers that no forward-looking statement is a
guarantee of future performance and that actual results could differ materially from those
contained in the forward-looking statements. These forward-looking statements can be
identified by the fact that they do not relate only to historical or current facts. Forward-looking
statements sometimes use words such as "aim", "anticipate", "target", "expect", "estimate",
"intend", "plan", "goal", "believe", or other words of similar meaning. By their nature, forward-
looking statements involve risk and uncertainty because they relate to future events and
circumstances, including, but not limited to, economic and business conditions, the effects of
continued volatility in credit markets, market-related risks such as changes in the price of
commodities or changes in interest rates and foreign exchange rates, the policies and actions
of governmental and regulatory authorities, changes in legislation, the further development of
standards and interpretations under International Financial Reporting Standards ("IFRS")
applicable to past, current and future periods, evolving practices with regard to the
interpretation and application of standards under IFRS, the outcome of pending and future
litigation or regulatory investigations, the success of future explorations, acquisitions and
other strategic transactions and the impact of competition. A number of these factors are
beyond the Company's control. As a result, the Company's actual future results may differ
materially from the plans, goals, and expectations set forth in the Company's forward-looking
statements. Any forward-looking statements made in this announcement by or on behalf of
the Company speak only as of the date they are made. Except as required by the Financial
Conduct Authority (the "FCA"), the London Stock Exchange or applicable law, the Company
expressly disclaims any obligation or undertaking to release publicly any updates or revisions
to any forward-looking statements contained in this announcement to reflect any changes in
the Company's expectations with regard thereto or any changes in events, conditions or
circumstances on which any such statement is based.
This announcement is for information purposes only and shall not constitute an offer to buy,
sell, issue, or subscribe for, or the solicitation of an offer to buy, sell, issue, or subscribe for
any securities, nor shall there be any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification under the securities
laws of any such jurisdiction.
This announcement does not contain an offer or constitute any part of an offer to the public
within the meaning of Sections 85 and 102B of the Financial Services and Markets Act 2000,
as amended ("FSMA") or otherwise. This announcement is not an "approved prospectus"
within the meaning of Section 85(7) of FSMA and a copy of it has not been, and will not be,
delivered to the FCA in accordance with the Prospectus Rules or delivered to any other
authority which could be a competent authority for the purpose of the Prospectus Directive. Its
contents have not been examined or approved by the London Stock Exchange plc, nor has it
been approved by an "authorised person" for the purposes of Section 21 of FSMA.
This announcement has been issued by and is the sole responsibility of the Company. No
representation or warranty, express or implied, is or will be made as to, or in relation to, and
no responsibility or liability is or will be accepted by Panmure Gordon or by any of its
respective affiliates or agents as to, or in relation to, the accuracy or completeness of this
announcement or any other written or oral information made available to or publicly available
to any interested party or its advisers, and any liability therefore is expressly disclaimed.
Panmure Gordon, which is authorised and regulated in the United Kingdom by the FCA, is
acting as placing agent for the Company and for no-one else in connection with the Placing,
and Panmure Gordon will not be responsible to anyone other than the Company for providing
the protections afforded to its customers or for providing advice to any other person in relation
to the Placing or any other matter referred to herein.
The distribution of this announcement and the offering of the Placing Shares in certain
jurisdictions may be restricted by law. No action has been taken by the Company or Panmure
Gordon that would permit an offering of such shares or possession or distribution of this
announcement or any other offering or publicity material relating to such shares in any
jurisdiction where action for that purpose is required. Persons into whose possession this
announcement comes are required to inform themselves about, and to observe such
restrictions.
This announcement is not for distribution or dissemination, directly or indirectly, in or into the
United States or any jurisdiction into which the same would be unlawful. No public offering of
securities of the Company will be made in connection with the Placing in the United Kingdom,
the United States, the EEA, Switzerland or elsewhere.
This announcement is not intended to constitute an offer or solicitation to purchase or invest
in the Placing Shares.
The Placing Shares to which this announcement relates may be illiquid and / or subject to
restrictions on their resale. Prospective purchasers of the Placing Shares should conduct their
own due diligence on the Placing Shares. If you do not understand the contents of this
announcement you should consult an authorised financial adviser.
The information in this announcement may not be forwarded or distributed to any other
person and may not be reproduced in any manner whatsoever. Any forwarding, distribution,
dissemination, reproduction, or disclosure of this information in whole or in part is
unauthorised. Failure to comply with this directive may result in a violation of the US
Securities Act or the applicable laws of other jurisdictions.
Neither the content of the Company's website nor any website accessible by hyperlinks on
the Company's website is incorporated in, or forms part of, this announcement.
Date: 04/12/2015 07:05:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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