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Notice to Noteholders Regarding the Suspension of the Soapstone Convertible Bonds
Soapstone Investment Limited
(Incorporated in the Republic of South Africa)
(Registration number 2006/011940/06)
Soapstone stock code: DMCCB
ISIN: ZAE000180204
(“Soapstone” or “the Issuer”)
NOTICE TO NOTEHOLDERS REGARDING THE SUSPENSION OF THE SOAPSTONE CONVERTIBLE BONDS
Noteholders are advised of the following update regarding Soapstone and the business rescue proceedings
of the Issuer’s operating subsidiary, Lace Diamond Mines (Pty) Limited.
DiamondCorp, announced on 29 April, that the Board, having taken advice, has concluded that the Group is
no longer able to continue trading as a going concern and has filed notice of intention to appoint Stephen
Cork and Jo Milner of Cork Gully LLP as joint administrators to DiamondCorp plc.
In accordance with statutory requirements, the notice of intention to appoint administrators will expire 5
business days after today following which an appointment of administrators can take place within a further
5 business days thereafter if the financial status of the Company has not changed.
Since the appointment in November 2016 of Daniel Terblanche of Deloitte & Touche, and subsequently
Lebogang Mpakati of Independent Advisory (Pty) Ltd, as Business Rescue Practitioners of the Company’s
operating subsidiary Lace Diamond Mines (Pty) Ltd (“LDM”), the Board have sought to explore all options
available to the Group in relation to the ongoing Business Rescue process and the solvency of each of the
Company and the Company’s subsidiaries.
As previously announced, progress has been made in relation to formal agreements and non-binding
agreements in principle with a number of the Group’s creditors, notably the Industrial Development
Corporation of South Africa (the "IDC") and Laurelton Diamonds Inc., respectively. Nevertheless, no
agreement in principle could be reached with South African bond holders in particular and, more generally,
insufficient progress has been made in relation to an accelerated plan and formal route for funding,
including a significant restructuring of all debt and additional equity funding to allow for a successful exit
from the Business Rescue process. In addition, the protracted discussion with the Association of Mining &
Construction Union ("AMCU"), which was terminated in early April 2017 without agreement, obstructed
the vital care and maintenance and remediation programme of the mine, caused all employees to be
retrenched, and was the primary cause for the £1m equity fundraise as first announced in January 2017 to
not be successfully settled. This in turn has led to significant liquidity issues for the Group and particularly
the Company, which is now considered to no longer be able to continue trading as a going concern.
Notwithstanding the notice to appoint administrators to DiamondCorp plc, it is currently anticipated that
the Business Rescue proceedings of LDM will continue and options regarding DiamondCorp Holdings
Limited (“DCH”, a wholly owned subsidiary of the Company incorporated in the British Virgin Islands) will be
explored further in order to try and preserve any remaining stakeholder value.
The Board of DiamondCorp wish to thank all its shareholders for their support over the years and
particularly those who had intended to participate in the January 2017 placing, which subsequently had to
be cancelled.
The suspension to trading in the Company’s shares on AIM and AltX, as announced on 14 November 2016,
remains effective. Pursuant to Rule 41 of the AIM Rules for Companies, the Company’s admission to trading
on AIM is therefore currently due to be cancelled on 15 May 2017. The status of the admission to trading
on AltX will be advised as soon as possible.
Further to the announcement on 28 April 2017, DiamondCorp, announces that the appointment of Stephen
Cork and Jo Milner of Cork Gully LLP as joint administrators to DiamondCorp plc has today become
effective.
The business address of Cork Gully LLP is 52 Brook Street, London, W1K 5DS.
The Directors intend to continue to work with both the joint administrators of DiamondCorp plc and the
joint Business Rescue Practitioners of the Company's operating subsidiary Lace Diamond Mines (Pty) Ltd in
order to try and preserve any remaining stakeholder value.
As a result of the appointment of administrators, and with mutual agreement by the Board, Panmure
Gordon (UK) Limited has concurrently resigned as Nominated Adviser and Broker to the Company with
immediate effect. Pursuant to AIM Rule 1, and in addition to Rule 41 described below, if a replacement
Nominated Adviser is not appointed within one month, the admission of the Company's securities will be
cancelled on AIM. The Company has no current intention of appointing a replacement Nominated Adviser.
The suspension to trading in the Company's shares on AIM and AltX, as announced on 14 November 2016,
remains effective. Pursuant to Rule 41 of the AIM Rules for Companies, the Company's admission to trading
on AIM is therefore currently due to be cancelled on 15 May 2017, being in advance of the anticipated
cancellation pursuant to Rule 1 as described above. The status of the admission to trading on AltX will be
advised as soon as possible.
Further announcements will be made by the Company as appropriate.
12 May 2017
Debt Sponsor
Rand Merchant Bank (A division of FirstRand Bank Limited)
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