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Strategic Review
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 Group” or "the Company")
Strategic Review
Introduction
On 14 October 2016, DiamondCorp announced that the Company was in accelerated
discussions with certain of the Company's shareholders and other third parties to address its
immediate funding requirements in order to continue trading as a going concern. These
discussions are at an advanced stage and, whilst no assurances can be given as to
successful resolution to these discussions, the Company anticipates updating shareholders in
the near term.
Following that announcement, and in response to initial expressions of interest from potential
acquirers who are credible participants in the Company’s sector, the Board is of the view that
the Company should, in parallel to its discussions to secure additional funding, conduct a
wider strategic review to explore additional opportunities including a corporate transaction
such as a merger with or offer for the Group by a third party or a sale of the Group's
businesses. The Board therefore intends to pursue any such possible alternatives to ensure
the best outcome for its shareholders.
The commencement of a "formal sale process" in accordance with Note 2 on Rule 2.6 of The
City Code on Takeovers and Mergers (the "Code"), to which DiamondCorp is subject,
provides the most appropriate framework under which these considerations can be made.
Formal Sale Process – Takeover Code Implications
Any discussions in relation to a merger with a third party or a sale of the Company will take
place within the framework of a "formal sale process" in accordance with Note 2 on Rule 2.6
of the Code, under which the Board is able to have discussions with parties interested in such
a transaction on a confidential basis.
The Panel on Takeovers and Mergers (the "Takeover Panel") has granted a dispensation
from the requirements of Rules 2.4(a), 2.4(b) and 2.6(a) of the Code such that any interested
party participating in the formal sale process will not be required to be publicly identified as a
result of this announcement (subject to Note 3 to Rule 2.2 of the Code), and will not be
subject to the 28 day deadline referred to in Rule 2.6(a) of the Code, for so long as it is
participating in the formal sale process.
Interested parties should note Rule 21.2 of the Code, which prohibits any form of inducement
fee or any other offer-related arrangement. The Group has not at this stage requested any
dispensation from the Takeover Panel under Note 2 to Rule 21.2 of the Code from this
prohibition, although it reserves the right to do so in the future.
This announcement is not an announcement of a firm intention to make an offer under Rule
2.7 of the Code and there can be no certainty that an offer will be made, nor as to the terms
on which any offer will be made.
Following this announcement, the Group is now considered to be in an "offer period" as
defined in the Code, and the dealing disclosure requirements listed below apply with
immediate effect.
In accordance with Rule 26.1 of the Takeover Code, a copy of this announcement will be
available on the Company’s website at www.diamondcorp.plc.uk as soon as possible and in
any event no later than 12 noon (London time) on 19 October 2016 (being the business day
following the date of this announcement). The content of the website referred to in this
announcement is not incorporated into and does not form part of this announcement.
Contact details:
DiamondCorp plc
Paul Loudon, Chief Executive
Tel: +27 56 216 1300
Euan Worthington, Chairman
Tel: +44 7753 862 097
UK Broker & Nomad
Panmure Gordon (UK) Limited
Adam James/Karri Vuori/Atholl Tweedie
Tel: +44 20 7886 2500
JSE Sponsor
Sasfin Capital (a division of Sasfin Bank Limited)
Megan Young
Tel: +27 11 445 8068
SA Corporate Advisor
Qinisele Resources Proprietary Limited
Dennis Tucker/Andrew Brady
Tel: +27 11 883 6358
The information communicated in this announcement is inside information for the purposes of
Article 7 of Market Abuse Regulation 596/2014 ("MAR").
Important Notices
Panmure Gordon (UK) Limited (“Panmure Gordon”), which is authorised and regulated in the
United Kingdom by the Financial Conduct Authority, will act as financial adviser to the
Company and for no one else in connection with the matters referred to in this announcement
and will not be responsible to anyone other than the Company for providing the protections
afforded to clients of Panmure Gordon or for affording advice in relation to any other matters
referred to in this announcement.
This announcement is for information purposes only and 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. The distribution of this announcement in jurisdictions
outside the United Kingdom may be restricted by law and therefore persons into whose
possession this announcement comes should inform themselves about, and observe such
restrictions. Any failure to comply with the restrictions may constitute a violation of the
securities law of any such jurisdiction.
Rule 2.9 Disclosure
In accordance with Rule 2.9 of the Code, as at the date of this announcement, the Company
has 478,739,580 ordinary shares of 0.01 pence each. The International Securities
Identification Number for the ordinary shares is GB00B183ZC46.
Disclosure requirements of the Takeover Code
Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of
relevant securities of an offeree company or of any securities exchange offeror (being any
offeror other than an offeror in respect of which it has been announced that its offer is, or is
likely to be, solely in cash) must make an Opening Position Disclosure following the
commencement of the offer period and, if later, following the announcement in which any
securities exchange offeror is first identified. An Opening Position Disclosure must contain
details of the person's interests and short positions in, and rights to subscribe for, any
relevant securities of each of (i) the offeree company and (ii) any securities exchange
offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be
made by no later than 3.30 p.m. (London time) on the 10th business day following the
commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (London
time) on the 10th business day following the announcement in which any securities exchange
offeror is first identified. Relevant persons who deal in the relevant securities of the offeree
company or of a securities exchange offeror prior to the deadline for making an Opening
Position Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of
any class of relevant securities of the offeree company or of any securities exchange offeror
must make a Dealing Disclosure if the person deals in any relevant securities of the offeree
company or of any securities exchange offeror. A Dealing Disclosure must contain details of
the dealing concerned and of the person's interests and short positions in, and rights to
subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities
exchange offeror(s), save to the extent that these details have previously been disclosed
under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made
by no later than 3.30 p.m. (London time) on the business day following the date of the
relevant dealing.
If two or more persons act together pursuant to an agreement or understanding, whether
formal or informal, to acquire or control an interest in relevant securities of an offeree
company or a securities exchange offeror, they will be deemed to be a single person for the
purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree company and by any offeror
and Dealing Disclosures must also be made by the offeree company, by any offeror and by
any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose relevant securities Opening
Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure
Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of
the number of relevant securities in issue, when the offer period commenced and when any
offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44
(0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening
Position Disclosure or a Dealing Disclosure.
18 October 2016
United Kingdom
Date: 18/10/2016 08:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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