RNS Number:6520U
Gem Diamonds Limited
11 April 2007
Not for release, publication or distribution, in whole or in part, in, into or
from Australia,New Zealand, Canada or Japan or any Restricted Jurisdiction
Embargoed until 7.00 a.m. (London time) on 11 April 2007
11 April 2007
Recommended cash offer
by Gem Diamonds Limited
for
BDI Mining Corp
Summary
Gem Diamonds Limited (LSE: GEMD) ("Gem Diamonds") and BDI Mining Corp (AIM: BMG)
("BDI Mining") are pleased to announce today that they have reached agreement on
the terms of a recommended cash offer by Gem Diamonds for all the issued and to
be issued share capital of BDI Mining.
Offer Highlights
* Cash offer of 37 pence for each BDI Mining Share
* Offer provides BDI Mining Shareholders with an 8.8 per cent. premium to BDI
Mining's closing share price on 10 April 2007 and values all BDI Mining's
issued and to be issued share capital at approximately #41.9 million
* Offer unanimously recommended by the BDI Mining Directors
* Irrevocable undertakings and letters of intent to accept
the Offer received in respect of, in aggregate, 61,842,657 BDI Mining Shares,
representing approximately 59.6 per cent. of BDI Mining's issued share capital,
including from all the BDI Mining Directors
* Transaction adds to Gem Diamonds' portfolio an 80 per cent. holding in Cempaka,
a high gem quality producing alluvial diamond mine in
Indonesia, with potential for significant production increase
* Core management of BDI Mining to join Gem Diamonds and to
continue the development of the Cempaka mine
* Gem Diamonds will review strategic options for BDI
Mining's Woodlark Gold Project
Commenting on the Offer, Clifford Elphick, Chairman and CEO of Gem Diamonds,
said:
"We are pleased to have reached agreement with the BDI Mining Directors and that
they have unanimously recommended Gem Diamonds' Offer to their Shareholders. We
believe that Gem Diamonds' expertise in alluvial diamond mining, together with
our intention to undertake additional investment in the Cempaka mine, will
significantly enhance the operational performance of Cempaka.
Cempaka provides Gem Diamonds with an opportunity to diversify geographically
whilst retaining its focus on high quality diamond production and positions Gem
Diamonds as a company with global ambitions.
We look forward to working with the management of BDI Mining, the Government of
Indonesia and the regional government of Kalimantan to fulfil Cempaka's
potential."
Commenting on the Offer, Lee Spencer, Managing Director of BDI Mining, said:
"We welcome Gem Diamonds' Offer for BDI Mining which we believe fairly values
BDI Mining and provides certainty to Shareholders. We have successfully
commissioned and operated the Cempaka mine since March 2005. We have recently
conducted exploratory work and, given the encouraging results, we have plans to
increase the production capacity at Cempaka. Gem Diamonds provides both
complementary technical skills and additional capacity for investment at a time
of technical and implementation risk for BDI Mining. I am looking forward to
working with Gem Diamonds to realise the vision of Indonesia becoming a
significant producer of diamonds".
There will be a conference call for investors and analysts at 11.00 a.m. (London
time) on 11 April 2007. It can be accessed by dialling +44 (0) 1452 587 356. The
presentation to be used in connection with the conference call can be downloaded
from www.gemdiamonds.com.
Notes to Editors:
1. Information relating to Gem Diamonds
Gem Diamonds is a diamond mining company with a balanced portfolio of a
producing mine, development projects and long-term prospects, located across
central and southern Africa. Established in July 2005, Gem Diamonds is pursuing
an accelerated growth strategy and aims to become one of the world's leading
diamond producers. Gem Diamonds currently has one producing kimberlite mine,
Letseng, in Lesotho, and four development projects in the Democratic Republic of
Congo and one in the Central African Republic. Recently Gem Diamonds confirmed a
co-operation agreement with Angolan partners that provides an option to invest
in the Chiri kimberlite concession in Angola.
In February 2007, Gem Diamonds listed on the London Stock Exchange and raised in
excess of US$600 million to fund development of its existing growth assets in
the Democratic Republic of Congo and Central African Republic as well as to
pursue additional growth opportunities.
2. Information relating to BDI Mining
BDI Mining is a diamond and gold mining company which owns a producing alluvial
diamond mine and a gold development project. BDI Mining, through its indirect
wholly owned subsidiary AMMC, owns 80 per cent. of PTGC, which holds the mining
rights to the Cempaka diamond mine in Indonesia. The remaining 20 per cent. in
PTGC is held by ANTAM, an Indonesian state mining company. BDI Mining also
indirectly owns 100 per cent. of the Woodlark Gold Project in Papua New Guinea
through a wholly owned subsidiary.
Cempaka is an alluvial diamond mine located in south-east Kalimantan, Indonesia.
The alluvial diamond deposits at Cempaka are located in two concealed
palaeochannels: the Danau Seran palaeochannel which has produced more than
70,000 carats; and the Cempaka palaeochannel consisting of large volumes of
diamondiferous palaeochannel gravels. The Cempaka diamond mine is covered by the
COW with a total contiguous area of over 8,000 hectares. The COW allows for a 30
year mine life beginning in 2003.
The Woodlark Gold Project is located in Papua New Guinea and has a JORC
compliant resource (including measured, indicated and inferred resources) which
exceeds 1 million ounces.
The book value of the gross assets of BDI Mining as at 31 December 2006 was
US$21,729,764. In the 12 months ended 31 December 2006, BDI Mining recorded an
operating loss of US$4,577,876.
This summary should be read in conjunction with, and is subject to, the full
text of the following announcement. Appendix III of this announcement contains
the sources and bases of certain information used in this summary and in the
following announcement. Appendix IV of this announcement contains definitions of
certain terms used in this summary and the following announcement. The Offer
Document and the Form of Acceptance will be posted to BDI Mining Shareholders
(other than to persons with addresses in any Restricted Jurisdiction) as soon as
practicable and, in any event, within twenty-eight days of this announcement.
Enquiries:
Gem Diamonds
Stephen Wetherall +27 82 418 8735
Angela Parr +27 83 578 3885
Strata Capital +44(0) 20 7399 1102
(Financial Adviser to Gem Diamonds)
Oliver Corner
JPMorgan Cazenove + 44(0) 20 7588 2828
(Corporate Broker to Gem Diamonds)
Ian Hannam
Jonathan Walker
Neil Passmore
Merlin +44 (0) 207 653 6620
(Financial PR to Gem Diamonds)
David Simonson +44(0) 1823 401 048
Bridget Fury +44 (0)7941 085 506
BDI Mining
Martin Horgan +44 (0) 20 7016 5106
Reg Spencer +61 (0) 44 881 2128
Ruegg & Co +44 (0) 20 7584 3663
(Financial Adviser to BDI Mining)
Brett Miller
Strata Capital UK LLP, which is authorised and regulated in the United Kingdom
by the Financial Services Authority, is acting exclusively for Gem Diamonds and
no one else in connection with the Offer and this announcement and will not be
responsible to anyone other than Gem Diamonds for providing the protections
afforded to clients of Strata Capital UK LLP or for providing advice in
connection with the Offer or this announcement or any matter referred to herein.
JPMorgan Cazenove Limited, which is authorised and regulated in the United
Kingdom by the Financial Services Authority, is acting exclusively for Gem
Diamonds and no one else in connection with the Offer and this announcement and
will not be responsible to anyone other than Gem Diamonds for providing the
protections afforded to clients of JPMorgan Cazenove Limited or for providing
advice in connection with the Offer or this announcement or any matter referred
to herein.
Ruegg & Co Limited, which is authorised and regulated in the United Kingdom by
the Financial Services Authority, is acting exclusively for BDI Mining and no
one else in connection with the Offer and this announcement and will not be
responsible to anyone other than BDI Mining for providing the protections
afforded to clients of Ruegg & Co Limited or for providing advice in connection
with the Offer or this announcement or any matter referred to herein.
This announcement is for informational purposes only and does not constitute an
offer to sell or invitation to purchase any securities or the solicitation of
any vote for approval in any jurisdiction, nor shall there be any sale, issue or
transfer of the securities referred to in this announcement in any jurisdiction
in contravention of applicable law. The Offer will be made solely by the Offer
Document and the Form of Acceptance accompanying the Offer Document, which will
contain the full terms and conditions of the Offer, including details of how the
Offer may be accepted.
This announcement has been prepared for the purpose of complying with English
law and the information disclosed 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. The release, publication or
distribution of this announcement in certain jurisdictions may be restricted by
law. Persons who are not resident in the United Kingdom or who are subject to
other jurisdictions should inform themselves of, and observe, any applicable
requirements.
The Offer will not be made, directly or indirectly, in, into or from a
Restricted Jurisdiction where to do so would violate the laws in that
jurisdiction, and the Offer is not capable of acceptance from or within a
Restricted Jurisdiction. Accordingly, copies of this announcement and all
documents relating to the Offer are not being, and must not be, directly or
indirectly, mailed or otherwise forwarded, distributed or sent in, into or from
a Restricted Jurisdiction where to do so would violate the laws in that
jurisdiction, and persons receiving this announcement and all documents relating
to the Offer (including custodians, nominees and trustees) must not mail or
otherwise distribute or send them in, into or from such jurisdictions as doing
so may invalidate any purported acceptance of the Offer. The availability of the
Offer to BDI Mining Shareholders who are not resident in the United Kingdom may
be affected by the laws of the relevant jurisdictions in which they are
resident. Persons who are not resident in the United Kingdom should inform
themselves of, and observe, any applicable requirements.
In accordance with normal UK market practice, Gem Diamonds or its nominees or
brokers (acting as agents) may from time to time make certain purchases of, or
arrangements to purchase, BDI Mining Shares outside the United States, other
than pursuant to the Offer, before or during the period in which the Offer
remains open for acceptance. These purchases may occur either in the open market
at prevailing prices or in private transactions at negotiated prices. Any
information about such purchases will be disclosed as required in the UK.
This announcement includes certain "forward-looking statements". These
statements are based on the current expectations of the management of Gem
Diamonds and BDI Mining and are naturally subject to uncertainty and changes in
circumstances. The forward-looking statements contained herein may include
statements about the expected effects on Gem Diamonds or BDI Mining of the
Offer, the expected timing and scope of the Offer, strategic options and all
other statements in this announcement other than historical facts.
Forward-looking statements include, without limitation, statements typically
containing words such as "intends", "expects", "anticipates", "targets",
"estimates" and words of similar import. By their nature, forward-looking
statements involve risk and uncertainty because they relate to events and depend
on circumstances that will occur in the future. There are a number of factors
that could cause actual results and developments to differ materially from those
expressed or implied by such forward-looking statements. These factors include,
but are not limited to, the satisfaction of the conditions to the Offer, as well
as additional factors, such as changes in economic conditions, changes in the
level of capital investment, success of business and operating initiatives and
restructuring objectives, customers' strategies and stability, changes in the
regulatory environment, fluctuations in interest and exchange rates, the outcome
of litigation, government actions and natural phenomena such as floods,
earthquakes and hurricanes. Other unknown or unpredictable factors could cause
actual results to differ materially from those in the forward-looking
statements. Neither Gem Diamonds nor BDI Mining undertake any obligation to
update publicly or revise forward-looking statements, whether as a result of new
information, future events or otherwise, except to the extent legally required.
1. Introduction
Gem Diamonds Limited (LSE: GEMD) ("Gem Diamonds") and BDI Mining Corp (AIM: BMG)
("BDI Mining") are pleased to announce today that they have reached agreement on
the terms of a recommended cash offer by Gem Diamonds for all the issued and to
be issued share capital of BDI Mining.
2. The Offer
Under the terms of the Offer, BDI Mining Shareholders will be entitled to
receive 37 pence in cash for each BDI Mining Share held. The terms of the Offer
value the entire existing issued and to be issued share capital of BDI Mining at
approximately #41.9 million. This assumes that all BDI Mining Options and BDI
Mining Warrants are exercised and the Offer accepted in respect of the resulting
BDI Mining Shares and that none of the Out-of-the-Money BDI Mining Options are
exercised.
The consideration of 37 pence in cash for each BDI Mining Share represents a
premium of approximately 8.8 per cent to the closing price of 34 pence per BDI
Mining Share on 10 April 2007 and a premium of approximately 20.3 per cent to
the average closing price for the period of 1 month ended 10 April 2007 of
approximately 30.75 pence per BDI Mining Share.
3. Recommendation
The BDI Mining Directors, who have been so advised by Ruegg & Co Limited,
consider the terms of the Offer to be fair and reasonable. In providing its
advice Ruegg & Co Limited has taken into account the commercial assessments of
the BDI Mining Directors. Accordingly, the BDI Mining Directors intend
unanimously to recommend that BDI Mining Shareholders accept the Offer as they
have irrevocably undertaken to do themselves in respect of their own beneficial
holdings.
The background to and reasons for recommending the Offer are set out in
paragraphs 5 and 6 below.
4. Irrevocable undertakings and letters of intent
In connection with the Offer, the BDI Mining Directors have entered into
irrevocable undertakings with Gem Diamonds pursuant to which they have agreed to
accept the Offer in respect of their entire holdings of BDI Mining Shares
representing approximately 3.7 per cent. of the issued BDI Mining Shares. These
undertakings will remain binding even if a higher competing offer is made for
BDI Mining, unless the Offer lapses or is withdrawn or the Offer Document is not
posted within 28 days (or such later date as Gem Diamonds and BDI Mining may
agree).
In connection with the Offer, certain BDI Mining Shareholders have entered into
irrevocable undertakings with Gem Diamonds pursuant to which they have agreed to
accept the Offer. The relevant Shareholders are British Portfolio Trust, Allianz
RCM UK Growth Fund, Al Rajhi Holdings, Ospraie Special Opportunities Master
Holdings Ltd and The Ospraie Portfolio Ltd, William Philip Seymour Richards, RAB
Special Situations (Master) Fund Limited, CIM Investment Management Limited and
JPMorgan Asset Management Ltd and they have agreed to accept the Offer in
respect of their shareholdings of 2,530,000, 5,713,415, 10,417,200, 1,016,750,
6,128,250, 300,000, 5,500,000, 5,150,000 and 7,350,000, respectively,
representing approximately 42.5 per cent. in aggregate of the issued BDI Mining
Shares. These irrevocable undertakings will cease to be binding (i) if the Offer
Document is not posted within 28 days (or such later date as Gem Diamonds and
BDI Mining may agree) from the date of this announcement or (ii) if the Offer
lapses or is withdrawn or (iii) an offer is announced by a third party before
the Offer becomes unconditional as to acceptances, provided that such third
party's offer price is at least 10 per cent. greater than the offer price under
the Offer.
In addition, William Aldwin Soames, Saad Investments Company Limited, RCM (a
company of Allianz Global Investors) and Draganfly Investments Limited have
provided letters of intent to Gem Diamonds stating that their current intention
is to accept the Offer in respect of their shareholdings of 2,412,000,
3,111,500, 5,756,585 and 2,650,000 BDI Mining Shares, respectively, representing
approximately 13.4 per cent. of the issued BDI Mining Shares.
In summary, therefore, Gem Diamonds has received irrevocable undertakings and
letters of intent to accept the Offer in respect of 61,842,657 BDI Mining Shares
in aggregate representing approximately 59.6 per cent. of the issued BDI Mining
Shares.
Further details of these irrevocable undertakings are set out in Appendix II to
this announcement.
5. Background to and reasons for the Offer
Successful completion of the Offer would provide Gem Diamonds with an
opportunity to leverage its core skills in alluvial diamond mining to maximize
the potential of the Cempaka alluvial mine. Gem Diamonds believes that the
application of its technical expertise together with additional capital will
allow for a significant upgrade to the resource at Cempaka together with the
ability to increase production in the short- to medium-term. Gem Diamonds' Offer
comes at a time when BDI Mining is about to start mining the larger Cempaka
channel and requires additional capital.
The timing of the Offer will allow Gem Diamonds to review and influence the mine
plan for the larger Cempaka channel as well as introduce new equipment with the
aim of reducing costs and increasing production, initially to 80,000 BCMs per
month (from 50,000 BCMs per month in 2006) and in the longer term to a
significantly higher level.
The Cempaka diamond mine adds a second producing asset to Gem Diamonds'
portfolio and provides geographic diversification outside of Africa, as well as
providing Gem Diamonds with additional exposure to high quality diamond
production. Historical realised diamond prices from the larger Cempaka channel
have averaged more than US$250 per carat, while historical realised diamond
prices in respect of total production from the Cempaka diamond mine have
averaged approximately US$235 per carat.
The Offer for BDI Mining is in line with Gem Diamonds' stated strategy at its
listing on the London Stock Exchange in February 2007 and provides a new
producing diamond asset with the potential for significant production and
resource upgrades.
Gem Diamonds expects to review its strategic options with respect to BDI
Mining's Woodlark Gold Project in Papua New Guinea.
6. Background to and reasons for recommending the Offer
In 2005, BDI Mining commenced commercial production of diamonds from its 80 per
cent. owned Cempaka alluvial mine. The resources identified to date are two
diamond bearing gravel systems - the Danau Seran channel and the larger Cempaka
channel. Initial mining has focused on the smaller Danau Seran Channel given
the previously existing intense exploration and infrastructure. Mining
operations in Danau Seran have recovered over 70,000 carats of gem quality
diamonds since commercial operations commenced in 2005.
During late 2006 BDI Mining commenced trial mining operations at the larger
Cempaka channel as part of a programme to confirm the grade and quality of the
diamonds in the channel.
Upon completion of the trial mining, the management of Cempaka undertook an
operational and financial modelling exercise which indicated that a minimal
processing rate of at least 80,000 BCMs per month of diamondiferous channel
gravels is optimal to support the long-term profitability of Cempaka. Capital
requirements for an expansion to this minimum level (which would comprise the
expansion of the processing plant, purchase of an owner/operated mobile fleet,
enhanced infrastructure and aggressive pre-stripping of waste to expose gravels
and develop a feed stockpile) are estimated by the BDI Mining management to be
in the region of US$15 million.
Exploration work at BDI Mining's 100 per cent. owned Woodlark Gold Project
continued through 2006 and during the first quarter of 2007. Upon the cessation
of drilling in June 2006, the JORC compliant resources (including measured,
indicated and inferred resources) at the Woodlark Gold Project exceeded 1
million ounces. In order to progress the Woodlark Gold Project to the point
where a development decision could be made, the management of BDI Mining has
decided to undertake a US$5 million drilling campaign to further increase
resources in the "open-pittable" category and to undertake preliminary
metallurgical test work in advance of the preparation of a pre-feasibility
study. This exploration program will take up to 9 months to complete.
In reviewing the future funding requirements for BDI Mining, the BDI Mining
Directors have been investigating several alternative strategies. These include
the issuance of equity, the use of convertible bond instruments and the partial
or full disposal of the Woodlark Gold Project to fund the future development
plans at Cempaka.
In conclusion, the BDI Mining Directors unanimously recommend that Shareholders
accept the Offer based on:
* The Offer is at a fair price and represents a premium of 8.8 per cent to
BDI Mining's closing share price of 34 pence on 10 April 2007;
* In the absence of the Offer, BDI Mining would need to
raise additional capital of approximately US$20 million to fund further
development at Cempaka and the Woodlark Gold Project which would potentially
dilute existing Shareholders; and
* The further development of these assets brings with it
significant implementation risks for BDI Mining on a standalone basis.
7. Information relating to Gem Diamonds
Gem Diamonds is a diamond mining company with a balanced portfolio of a
producing mine, development projects and long-term prospects, located across
central and southern Africa. Established in July 2005, Gem Diamonds is pursuing
an accelerated growth strategy and aims to become one of the world's leading
diamond producers. Gem Diamonds currently has one producing kimberlite mine,
Letseng, in Lesotho, and four development projects in the Democratic Republic of
Congo and one in the Central African Republic. Recently Gem Diamonds confirmed a
co-operation agreement with Angolan partners that provides an option to invest
in the Chiri kimberlite concession in Angola.
In February 2007, Gem Diamonds listed on the London Stock Exchange and raised in
excess of US$600 million to fund development of its existing growth assets in
the Democratic Republic of Congo and Central African Republic as well as to
pursue additional growth opportunities.
8. Information relating to BDI Mining
BDI Mining is a diamond and gold mining company which owns a producing alluvial
diamond mine and a gold development project. BDI Mining, through its indirect
wholly owned subsidiary AMMC, owns 80 per cent. of PTGC, which holds the mining
rights to the Cempaka diamond mine in Indonesia. The remaining 20 per cent. in
PTGC is held by ANTAM, an Indonesian state mining company. BDI Mining also
indirectly owns 100 per cent. of the Woodlark Gold Project in Papua New Guinea
through a wholly owned subsidiary.
Cempaka is an alluvial diamond mine located in south-east Kalimantan, Indonesia.
The alluvial diamond deposits at Cempaka are located in two concealed
palaeochannels: the Danau Seran palaeochannel which has produced more than
70,000 carats; and the Cempaka palaeochannel consisting of large volumes of
diamondiferous palaeochannel gravels. The Cempaka diamond mine is covered by the
COW with a total contiguous area of over 8,000 hectares. The COW allows for a 30
year mine life beginning in 2003.
The Woodlark Gold Project is located in Papua New Guinea and has a JORC
compliant resource (including measured, indicated and inferred resources) which
exceeds 1 million ounces.
The book value of the gross assets of BDI Mining as at 31 December 2006 was
US$21,729,764. In the 12 months ended 31 December 2006, BDI Mining recorded an
operating loss of US$4,577,876.
9. Management and employees
The Gem Diamonds Directors have given assurances to the BDI Mining Directors
that, following completion of the Offer, the existing employment rights of all
employees of BDI Mining will be safeguarded.
Upon completion of the Offer, Lee Spencer, Managing Director of BDI Mining, will
remain with the combined group and manage the expansion of the Cempaka mine. In
addition, Martin Horgan, Executive Director of BDI Mining, has agreed to remain
for a period of not less than three months to facilitate the integration of BDI
Mining into Gem Diamonds. Key members of the operational management of the
Cempaka mine, Steve West and Harry Suharsono, have both agreed to remain with
the combined group for a minimum period of two years.
10. BDI Mining Share Option Plan and BDI Mining Warrants
The Offer will extend to any BDI Mining Shares unconditionally allotted or
issued pursuant to the exercise of options under the BDI Mining Share Option
Plan and the exercise of any BDI Mining Warrants while the Offer remains open
for acceptance. Appropriate proposals will be made to participants in the BDI
Mining Share Option Plan and the BDI Mining Warrantholders in due course.
11. Financing
The funds required to make the cash payment under the Offer will come from Gem
Diamonds' existing resources. Strata Capital UK LLP is satisfied that financial
resources are available to Gem Diamonds to satisfy full acceptance of the Offer.
12. Exclusivity and Break fee
BDI Mining has entered into an exclusivity agreement with Gem Diamonds. Under
this agreement, Gem Diamonds has been granted exclusivity until 31 May 2007 and,
during this time, the BDI Mining Directors have agreed not to solicit offers
from or negotiate with any third party.
Gem Diamonds and BDI Mining have agreed that BDI Mining will pay to Gem Diamonds
a fee of one per cent. of the Offer value (being one per cent. of 37 pence
multiplied by the number of BDI Mining Shares on a fully diluted basis) if the
BDI Mining Directors materially amend the terms of or withdraw their
recommendation of the Offer and subsequently the Offer lapses and is withdrawn
or an announcement is made by a third party of its intention to make an offer
for BDI Mining which subsequently becomes or is declared unconditional in all
respects or is otherwise completed.
13. Redemption, de-listing and cancellation of trading
If Gem Diamonds receives acceptances under the Offer in respect of, or otherwise
acquires, BDI Mining Shares carrying not less than 90 per cent. of the votes of
the outstanding BDI Mining Shares entitled to vote, Gem Diamonds intends to give
a written instruction to BDI Mining directing it to redeem for cash any
remaining BDI Mining Shares to which the Offer relates. The Gem Diamonds
Directors would expect the redemption for any remaining BDI Mining Shares to be
made at the same price at which the Offer is being made. Should a BDI Mining
Shareholder not accept the Offer, the redemption, which is a compulsory process,
would take up to 120 days to complete.
It is intended that, following the Offer becoming or being declared
unconditional in all respects, and subject to applicable requirements of the
London Stock Exchange, Gem Diamonds will procure that BDI Mining will apply to
the London Stock Exchange for the listing of the BDI Mining Shares to be
cancelled and for the BDI Mining Shares to cease to be admitted to trading on
AIM.
14. Disclosure of interests in BDI Mining
Neither Gem Diamonds, nor any director of Gem Diamonds, nor, so far as Gem
Diamonds is aware, any person acting in concert with Gem Diamonds is interested
in or has any rights to subscribe for any BDI Mining Shares, nor does any such
person have any short position or any arrangement in relation to BDI Mining
Shares. For these purposes, "arrangement" includes any agreement to sell or any
delivery obligation or right to require another person to purchase or take
delivery and borrowing or lending of BDI Mining Shares. An "arrangement" also
includes any indemnity or option arrangement, any agreement or understanding,
formal or informal, of whatever nature relating to BDI Mining Shares which may
be an inducement to deal or refrain from dealing in such securities. "Interest"
includes any long economic exposure, whether conditional or absolute, to changes
in the price of securities and a person is treated as having an "interest" by
virtue of the ownership or control of securities, or by virtue of any option in
respect of, or derivative referenced to, securities.
15. City Code on Takeovers and Mergers
The Panel has confirmed to Ruegg & Co that the Offer does not fall within the
auspices of the City Code and is outside of the jurisdiction of the Panel as BDI
Mining is a British Virgin Islands registered company. The Gem Diamonds
Directors and the BDI Mining Directors have each agreed to act within the spirit
of the City Code. However, BDI Mining Shareholders should note that they will
not have the full benefit of the protections that the City Code would provide if
it applied to the Offer.
16. General
The BDI Mining Shares that are subject to the Offer will be acquired by Gem
Diamonds fully paid and free from all liens, charges, equitable interests, third
party rights and interests and encumbrances and together with all rights now and
hereafter attaching thereto, including the right to receive all dividends and
other distributions (if any) declared, made or paid after the date of the
announcement of the Offer.
The formal Offer Document and the Form of Acceptance setting out the full terms
and conditions of the Offer will be posted to BDI Mining Shareholders. In
deciding whether or not to accept the Offer in respect of their BDI Mining
Shares, BDI Mining Shareholders should rely on the information contained in, and
procedures described in, the Offer Document and Form of Acceptance.
The Offer will be on the terms and subject to the conditions set out herein and
in Appendix I and to be set out in the Offer Document.
The bases and sources of certain financial information contained in this
announcement are set out in Appendix III to this announcement. Certain terms
used in this announcement are defined in Appendix IV to this announcement.
There will be a conference call for investors and analysts at 11.00 a.m. (London
time) on 11 April 2007. It can be accessed by dialling + 44 (0) 1452 587 356. The
presentation to be used in connection with the conference call can be downloaded
from www.gemdiamonds.com.
Enquiries:
Gem Diamonds
Stephen Wetherall +27 82 418 8735
Angela Parr +27 83 578 3885
Strata Capital +44(0) 20 7399 1102
(Financial Adviser to Gem Diamonds)
Oliver Corner
JPMorgan Cazenove + 44(0) 20 7588 2828
(Corporate Broker to Gem Diamonds)
Ian Hannam
Jonathan Walker
Neil Passmore
Merlin +44 (0) 207 653 6620
(Financial PR to Gem Diamonds)
David Simonson +44(0) 1823 401 048
Bridget Fury +44 (0)7941 085 506
BDI Mining
Martin Horgan +44 (0) 20 7016 5106
Reg Spencer +61 (0) 44 881 2128
Ruegg & Co +44 (0) 20 7584 3663
(Financial Adviser to BDI Mining)
Brett Miller
Strata Capital UK LLP, which is authorised and regulated in the United Kingdom
by the Financial Services Authority, is acting exclusively for Gem Diamonds and
no one else in connection with the Offer and this announcement and will not be
responsible to anyone other than Gem Diamonds for providing the protections
afforded to clients of Strata Capital UK LLP or for providing advice in
connection with the Offer or this announcement or any matter referred to herein.
JPMorgan Cazenove Limited, which is authorised and regulated in the United
Kingdom by the Financial Services Authority, is acting exclusively for Gem
Diamonds and no one else in connection with the Offer and this announcement and
will not be responsible to anyone other than Gem Diamonds for providing the
protections afforded to clients of JPMorgan Cazenove Limited or for providing
advice in connection with the Offer or this announcement or any matter referred
to herein.
Ruegg & Co Limited, which is authorised and regulated in the United Kingdom by
the Financial Services Authority, is acting exclusively for BDI Mining and no
one else in connection with the Offer and this announcement and will not be
responsible to anyone other than BDI Mining for providing the protections
afforded to clients of Ruegg & Co Limited or for providing advice in connection
with the Offer or this announcement or any matter referred to herein.
This announcement is for informational purposes only and does not constitute an
offer to sell or invitation to purchase any securities or the solicitation of
any vote for approval in any jurisdiction, nor shall there be any sale, issue or
transfer of the securities referred to in this announcement in any jurisdiction
in contravention of applicable law. The Offer will be made solely by the Offer
Document and the Forms of Acceptance accompanying the Offer Document, which will
contain the full terms and conditions of the Offer, including details of how the
Offer may be accepted.
This announcement has been prepared for the purpose of complying with English
law and the information disclosed 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. The release, publication or
distribution of this announcement in certain jurisdictions may be restricted by
law. Persons who are not resident in the United Kingdom or who are subject to
other jurisdictions should inform themselves of, and observe, any applicable
requirements.
The Offer will not be made, directly or indirectly, in, into or from a
Restricted Jurisdiction where to do so would violate the laws in that
jurisdiction, and the Offer is not capable of acceptance from or within a
Restricted Jurisdiction. Accordingly, copies of this announcement and all
documents relating to the Offer are not being, and must not be, directly or
indirectly, mailed or otherwise forwarded, distributed or sent in, into or from
a Restricted Jurisdiction where to do so would violate the laws in that
jurisdiction, and persons receiving this announcement and all documents relating
to the Offer (including custodians, nominees and trustees) must not mail or
otherwise distribute or send them in, into or from such jurisdictions as doing
so may invalidate any purported acceptance of the Offer. The availability of the
Offer to BDI Mining Shareholders who are not resident in the United Kingdom may
be affected by the laws of the relevant jurisdictions in which they are
resident. Persons who are not resident in the United Kingdom should inform
themselves of, and observe, any applicable requirements.
In accordance with normal UK market practice, Gem Diamonds or its nominees or
brokers (acting as agents) may from time to time make certain purchases of, or
arrangements to purchase, BDI Mining Shares outside the United States, other
than pursuant to the Offer, before or during the period in which the Offer
remains open for acceptance. These purchases may occur either in the open market
at prevailing prices or in private transactions at negotiated prices. Any
information about such purchases will be disclosed as required in the UK.
This announcement includes certain "forward-looking statements". These
statements are based on the current expectations of the management of Gem
Diamonds and BDI Mining and are naturally subject to uncertainty and changes in
circumstances. The forward-looking statements contained herein may include
statements about the expected effects on Gem Diamonds or BDI Mining of the
Offer, the expected timing and scope of the Offer, strategic options and all
other statements in this announcement other than historical facts.
Forward-looking statements include, without limitation, statements typically
containing words such as "intends", "expects", "anticipates", "targets",
"estimates" and words of similar import. By their nature, forward-looking
statements involve risk and uncertainty because they relate to events and depend
on circumstances that will occur in the future. There are a number of factors
that could cause actual results and developments to differ materially from those
expressed or implied by such forward-looking statements. These factors include,
but are not limited to, the satisfaction of the conditions to the Offer, as well
as additional factors, such as changes in economic conditions, changes in the
level of capital investment, success of business and operating initiatives and
restructuring objectives, customers' strategies and stability, changes in the
regulatory environment, fluctuations in interest and exchange rates, the outcome
of litigation, government actions and natural phenomena such as floods,
earthquakes and hurricanes. Other unknown or unpredictable factors could cause
actual results to differ materially from those in the forward-looking
statements. Neither Gem Diamonds nor BDI Mining undertake any obligation to
update publicly or revise forward-looking statements, whether as a result of new
information, future events or otherwise, except to the extent legally required.
APPENDIX I
CONDITIONS AND FURTHER TERMS OF THE OFFER
The Offer, which will be made by Gem Diamonds, will be governed by English law
and subject to the jurisdiction of the English courts. In addition, the Offer
will be subject to the terms and conditions to be set out in the Offer Document.
The Offer will be subject to the following conditions:
1 valid acceptances of the Offer being received (and not,
where permitted, withdrawn) by no later than 1.00 p.m. (London time) on the
first closing date as set out in the Offer Document (or such later time(s) and/
or date(s) as Gem Diamonds may decide) in respect of BDI Mining Shares carrying
not less than 90 per cent. (or such lesser percentage as Gem Diamonds may
decide) of the votes of the outstanding BDI Mining Shares entitled to vote,
provided that this condition will not be satisfied unless Gem Diamonds and/or
any member of the Gem Diamonds Group shall have acquired or agreed to acquire
(whether pursuant to the Offer or otherwise) BDI Mining Shares carrying in
aggregate more than 50 per cent. of the voting rights normally exercisable at a
general meeting of BDI Mining. For the purposes of this condition BDI Mining
Shares which have been unconditionally allotted but not issued shall be deemed
to carry the voting rights which they will carry upon issue;
2 no central bank, government or governmental,
quasi-governmental, supranational, statutory, regulatory or investigative body,
trade agency, court, professional association, or any other such body or person
in any jurisdiction (each a "Third Party") having given notice of a decision to
take, institute or threaten any action, proceeding, suit, investigation, enquiry
or reference, or having required any action to be taken, or otherwise having
done anything, or having enacted, made or proposed any statute, regulation,
decision or order which would:
2.1 make the Offer or its implementation or the acquisition or
proposed acquisition of any BDI Mining Shares by Gem Diamonds void,
unenforceable or illegal, or restrict, prohibit or delay to a material extent or
otherwise materially interfere with the implementation of, or impose material
additional conditions or obligations with respect to, or otherwise materially
challenge or require material amendment of, the Offer or the acquisition of any
BDI Mining Shares by Gem Diamonds;
2.2 result in a material delay in the ability of Gem Diamonds, or
render it unable, to acquire some or all of the BDI Mining Shares or require a
divestiture by Gem Diamonds or any member of the Wider Gem Diamonds Group of any
shares in BDI Mining;
2.3 require, prevent or delay the divestiture, or alter the terms
envisaged for any proposed divestiture, by Gem Diamonds or any member of the
Wider Gem Diamonds Group or by any member of the Wider BDI Mining Group, in any
such case of all or any part of their respective businesses, assets or
properties, or impose any limitation on their ability to conduct their
respective businesses (or any of them) or to own their respective assets or
properties or any part of them, to an extent in any such case which is material
in the context of the Offer;
2.4 impose any material limitation on, or result in a material
delay in, the ability of Gem Diamonds or any member of the Wider Gem Diamonds
Group to acquire or to hold or to exercise effectively, directly or indirectly,
all rights of ownership of shares, loans or other securities (or the equivalent)
in BDI Mining, or to exercise management control over BDI Mining or any member
of the Wider BDI Mining Group or the ability of any member of the Wider BDI
Mining Group to hold or exercise effectively, directly or indirectly, all rights
of ownership of shares, loans or other securities (or the equivalent) in any
other member of the Wider BDI Mining Group, in each case, in any respect which
is material in the context of the Wider BDI Mining Group;
2.5 save pursuant to the Offer or the BVI Act, require any member
of the Wider Gem Diamonds Group or of the Wider BDI Mining Group to acquire or
offer to acquire any shares or other securities (or the equivalent) in, or any
asset owned by, any member of the Wider BDI Mining Group owned by any third
party;
2.6 otherwise adversely affect the business, assets, liabilities,
or profits or prospects of any member of the Wider Gem Diamonds Group or of the
Wider BDI Mining Group, to an extent in any such case which is material in the
context of the Wider Gem Diamonds Group or the Wider BDI Mining Group, as the
case may be, taken as a whole,and other time periods during which any such
Third Party could take, institute or threaten any such action, proceeding, suit,
investigation, enquiry or reference or otherwise so intervene having expired,
lapsed or been terminated;
3 all necessary material notifications and filings having been made in connection
with the Offer and all statutory and regulatory obligations
in connection with the Offer in any jurisdiction having been complied with and
all material authorisations, orders, recognitions, grants, consents, clearances,
confirmations, certificates, licences, permissions and approvals
("Authorisations") deemed reasonably necessary or appropriate by Gem Diamonds in
any jurisdiction for, or in respect of, the Offer and/or the acquisition or the
proposed acquisition of the BDI Mining Shares by Gem Diamonds or any member of
the Gem Diamonds Group having been obtained in terms reasonably satisfactory to
Gem Diamonds from all appropriate Third Parties, or from any persons or bodies
with whom any member of the Wider Gem Diamonds Group or the Wider BDI Mining
Group has entered into contractual arrangements, all or any applicable waiting
and other time periods having expired, lapsed or been terminated (as
appropriate) and all such Authorisations (together with all material
Authorisations deemed reasonably necessary or appropriate to carry on the
business of any member of the Wider BDI Mining Group) remaining in full force
and effect at the time at which the Offer becomes otherwise unconditional and
there being no notice of any intention to revoke, suspend, restrict, amend or
not to renew any such Authorisations;
4 save as disclosed in writing to any member of the Gem
Diamonds Group or its advisers by or on behalf of BDI Mining prior to the date
of this announcement or save as publicly announced by BDI Mining prior to the
date of this announcement, there being no provision of any arrangement,
agreement, lease, licence, permit or other instrument to which any member of the
Wider BDI Mining Group is a party or by or to which any such member or any of
its assets is or may be bound or be subject, which as a consequence of the Offer
or the acquisition or the proposed acquisition by Gem Diamonds or any member of
the Wider Gem Diamonds Group of any shares or other securities (or the
equivalent) in BDI Mining or because of a change in the control or management of
any member of the Wider BDI Mining Group or otherwise, would result, in any case
to an extent which is material in the context of the Wider BDI Mining Group
taken as a whole, in:
4.1 any monies borrowed by, or any other indebtedness, actual or
contingent, of, any member of the Wider BDI Mining Group being or becoming
repayable, or being capable of being declared repayable immediately or prior to
their or its stated maturity, or the ability of any such member to borrow monies
or incur any indebtedness being withdrawn or inhibited;
4.2 the creation or enforcement of any mortgage, charge or other
security interest, over the whole or any part of the business, property or
assets of any member of the Wider BDI Mining Group or any such mortgage, charge
or other security interest (whenever arising or having arisen) becoming
enforceable;
4.3 any such arrangement, agreement, lease, licence, permit or
other instrument being terminated or adversely modified or affected or any
onerous obligation or liability arising or any adverse action being taken
thereunder;
4.4 any assets or interests of any member of the Wider BDI Mining
Group being or falling to be disposed of or charged or any right arising under
which any such asset or interest could be required to be disposed of or charged;
or
4.5 the value or financial or trading position or profits of BDI
Mining or any member of the Wider BDI Mining Group being prejudiced or adversely
affected; or
4.6 the creation of any liability (actual or contingent) by any
member of the Wider BDI Mining Group;
5 save as disclosed in the Financial Statements or disclosed
in writing to any member of the Gem Diamonds Group or its advisers by or on
behalf of BDI Mining prior to the date of this announcement or save as publicly
announced by BDI Mining prior to the date of this announcement, no member of the
Wider BDI Mining Group having since 31 December 2006:
5.1 issued or agreed to issue or authorised or proposed or
announced its intention to authorise or propose the issue of additional shares
of any class, or securities convertible into, or exchangeable for, or rights,
warrants or options to subscribe for or acquire, any such shares or convertible
securities (save as between BDI Mining and wholly-owned subsidiaries of BDI
Mining and save for the issue of BDI Mining Shares to employees on the exercise
of options granted under, or the grant or vesting of options under, the BDI
Mining Share Option Plan);
5.2 recommended, declared, paid or made or proposed to recommend,
declare, pay or make any bonus issue, dividend or other distribution whether
payable in cash or otherwise other than dividends (or other distributions
whether payable in cash or otherwise) lawfully paid or made by any wholly-owned
subsidiary of BDI Mining to BDI Mining or any of its wholly-owned subsidiaries;
5.3 other than pursuant to the Offer (and save for transactions
between BDI Mining and its wholly-owned subsidiaries or other than in the
ordinary course of business) implemented, effected, authorised, proposed or
announced its intention to implement, effect, authorise or propose any merger,
demerger, reconstruction, amalgamation, scheme, commitment or acquisition or
disposal of assets or shares (or the equivalent thereof) in any undertaking or
undertakings, in any such case, that is material in the context of the BDI
Mining Group taken as a whole or any change in its share or loan capital;
5.4 (save for transactions between BDI Mining and its wholly-owned
subsidiaries or other than in the ordinary course of business) disposed of, or
transferred, mortgaged or created any security interest over any asset or any
right, title or interest in any asset, in any such case, that is material in the
context of the BDI Mining Group taken as a whole or authorised, proposed or
announced any intention to do so;
5.5 (save for transactions between BDI Mining and its wholly-owned
subsidiaries) issued or authorised, or proposed or announced an intention to
issue or authorise, the issue of any debentures or (save for transactions
between BDI Mining and its wholly-owned subsidiaries or transactions under
existing credit arrangements or in the ordinary course of business) incurred any
indebtedness or contingent liability which is material in the context of the BDI
Mining Group taken as a whole;
5.6 entered into or varied or authorised, proposed or announced its
intention to enter into or vary any contract, arrangement, agreement,
transaction or commitment (whether in respect of capital expenditure or
otherwise) which is of a long-term, unusual or onerous nature or magnitude or
which involves or is reasonably likely to involve an obligation of such a nature
or magnitude which is or is likely to be restrictive on the business of any
member of the Wider BDI Mining Group or which is, in any such case, material in
the context of the Wider BDI Mining Group taken as a whole;
5.7 entered into or varied to a material extent or authorised,
proposed or announced its intention to enter into or vary to a material extent
the terms of, or make any offer (which remains open for acceptance) to enter
into or vary to a material extent the terms of, any service agreement with any
senior executive or director of BDI Mining, save for salary increases, bonuses
or variations of terms in the ordinary course;
5.8 purchased, redeemed or repaid or announced a proposal to
purchase, redeem or repay any of its own shares or other securities (or the
equivalent) or reduced or made any other change to or proposed the reduction or
other change to any part of its share capital, save for any shares allotted upon
the exercise of options granted under the BDI Mining Share Option Plan or as
between BDI Mining and wholly-owned subsidiaries of BDI Mining;
5.9 waived, compromised or settled any claim which is material in
the context of the BDI Mining Group taken as a whole otherwise than in the
ordinary course of business;
5.10 terminated or varied the terms of any agreement or arrangement
between any member of the BDI Mining Group and any other person in a manner
which would or might reasonably be expected to have a material adverse effect on
the financial position or prospects of the BDI Mining Group taken as a whole;
5.11 received a notice from the Government of Indonesia pursuant to the
Cempaka Shareholders Agreement and the Contract of Work requiring the sale of
any shares in PTGC from AMMC to ANTAM;
5.12 received a notice from any third party notifying it of the third
party's intention to terminate any agreement or arrangement with such third
party in a manner which would or might reasonably be expected to have a material
adverse effect on the financial position or prospects of the BDI Mining Group
taken as a whole;
5.13 (save as disclosed on publicly available registers) made any
alteration to its memorandum or articles of association;
5.14 made or agreed or consented to any significant change to the terms
of the trust deeds constituting the pension schemes established for the BDI
Mining Directors and/or employees and/or their dependants or to the benefits
which accrue, or to the pensions which are payable thereunder, or to the basis
on which qualification for or accrual or entitlement to such benefits or
pensions are calculated or determined or to the basis upon which the liabilities
(including pensions) of such pension schemes are funded or made, or agreed or
consented to any change to the trustees involving the appointment of a trust
corporation;
5.15 been unable, or admitted in writing that it is unable, to pay its
debts or having stopped or suspended (or threatened to stop or suspend) payment
of its debts generally or ceased or threatened to cease carrying on all or a
substantial part of any business which is material in the context of the BDI
Mining Group as a whole;
5.16 (other than in respect of a member which is dormant and was
solvent at the relevant time) taken or proposed any corporate action or had any
action or proceedings or other steps instituted against it for its winding-up
(voluntary or otherwise), dissolution or reorganisation or for the appointment
of a receiver, administrator, administrative receiver, trustee or similar
officer of all or any material part of its assets or revenues or any analogous
proceedings in any jurisdiction or appointed any analogous person in any
jurisdiction; or
5.17 entered into any agreement, arrangement or commitment or passed
any resolution or made any proposal or announcement with respect to, or to
effect, any of the transactions, matters or events referred to in this condition
5;
6 since 31 December 2006, save as disclosed in the Financial
Statements, or save as disclosed in writing to any member of the Gem Diamonds
Group or its advisers by or on behalf of BDI Mining or except as publicly
announced by BDI Mining (by the delivery of an announcement to a Regulatory
Information Service), in each case prior to the date of this announcement, there
having been:
6.1 no adverse change in the business, assets, financial or trading
position or profits or prospects of any member of the Wider BDI Mining Group
which is material in the context of the Wider BDI Mining Group taken as a whole;
or
6.2 no litigation, arbitration proceedings, prosecution or other
legal proceedings having been announced or instituted by or against or remaining
outstanding against or in respect of any member of the Wider BDI Mining Group
and no enquiry or investigation by or complaint or reference to any Third Party
against or in respect of any member of the Wider BDI Mining Group having been
threatened, announced or instituted or remaining outstanding, against or in
respect of any member of the Wider BDI Mining Group and which in any such case
might reasonably be expected to have a material adverse effect on the Wider BDI
Mining Group taken as a whole; and
6.3 no contingent or other liability having arisen or become
apparent to any member of the Wider Gem Diamonds Group which might reasonably be
expected to adversely affect any member of the Wider BDI Mining Group and which
in any such case is material in the context of the Wider BDI Mining Group taken
as a whole;
7 save as publicly announced by the delivery of an
announcement to a Regulatory Information Service prior to the date of this
announcement or as otherwise disclosed in the Financial Statements or in writing
to any member of the Gem Diamonds Group or its advisers by or on behalf of BDI
Mining prior to the date of this announcement, Gem Diamonds not having
discovered:
7.1 that the financial, business or other information concerning
the Wider BDI Mining Group publicly announced or disclosed at any time by or on
behalf of any member of the Wider BDI Mining Group is misleading, contains a
misrepresentation of fact or omits to state a fact necessary to make the
information contained therein not misleading and which is, in any case, material
in the context of the Wider BDI Mining Group; or
7.2 that any member of the Wider BDI Mining Group is, otherwise
than in the ordinary course of business, subject to any liability, contingent or
otherwise, which is material in the context of the Wider BDI Mining Group taken
as a whole;
7.3 that any past or present member of the Wider BDI Mining Group
has failed to comply in any material respect with any applicable legislation or
regulations of any jurisdiction or any notice or requirement of any Third Party
with regard to the storage, disposal, discharge, spillage, release, leak or
emission of any waste or hazardous or harmful substance or any substance likely
to impair the environment or harm human or animal health or otherwise relating
to environmental matters or that there has been any such storage, presence,
disposal, discharge, spillage, release, leak or emission (whether or not the
same constituted non-compliance by any person with any such legislation or
regulation, and whenever the same may have taken place), any of which
non-compliance would be likely to give rise to any material liability (whether
actual or contingent) or cost on the part of any member of the Wider BDI Mining
Group and which is material, in any such case, in the context of the Wider BDI
Mining Group taken as a whole; or
7.4 there is, or is reasonably likely to be, any material
obligation or liability (whether actual or contingent) to make good, repair,
reinstate or clean up any property now or previously owned, occupied, operated
or made use of or controlled by any past or present member of the Wider BDI
Mining Group under any environmental legislation, regulation, notice, circular
or order of any Third Party in any jurisdiction, in each case to an extent which
is material in the context of the Wider BDI Mining Group taken as a whole.
For the purposes of this Appendix:
"Wider Gem Diamonds Group" means Gem Diamonds and its subsidiaries and any other
undertakings in which Gem Diamonds and such subsidiaries (aggregating their
interests) have a substantial interest; and
"Wider BDI Mining Group" means BDI Mining and its subsidiaries and any other
undertakings in which BDI Mining and such subsidiaries (aggregating their
interests) have a substantial interest.
For these purposes, "subsidiary" has the meaning given to it in Section 4(1) of
the BVI Act (as amended); and "substantial interest" means a direct or indirect
interest in 20 per cent. or more of the voting equity capital of an undertaking.
Gem Diamonds reserves the right to waive, in whole or in part, all or any of the
above conditions 2 to 7 (inclusive).
The Offer will lapse unless all the above conditions have been fulfilled or,
where permitted, waived or, where appropriate, have been determined by Gem
Diamonds to be or remain satisfied, by midnight on the 21st day after the later
of the first closing date of the Offer and the date on which condition 1 is
fulfilled. Gem Diamonds shall be under no obligation to waive (if capable of
waiver), to determine to be or remain satisfied or to treat as fulfilled any of
conditions 2 to 7 (inclusive) by a date earlier than the latest date for the
fulfilment of that condition notwithstanding that the other conditions of the
Offer may at such earlier date have been waived or fulfilled and that there are
at such earlier date no circumstances indicating that any of such conditions may
not be capable of fulfilment.
If the Offer lapses, the Offer will cease to be capable of further acceptance
and accepting BDI Mining Shareholders and Gem Diamonds shall cease to be bound
by Forms of Acceptance submitted at or before the time when the Offer so lapses.
Gem Diamonds will not invoke any of the above conditions (except the acceptance
condition in paragraph 1 above) so as to cause the Offer not to proceed, to
lapse or to be withdrawn unless the circumstances which give rise to the right
to invoke the relevant condition are (in the reasonable opinion of Gem Diamonds)
of material significance to the Gem Diamonds Group in the context of the Offer.
APPENDIX II
DETAILS OF IRREVOCABLE UNDERTAKINGS
The following holders of BDI Mining Shares have given irrevocable undertakings
to accept the Offer:
Name Number of % of
BDI Mining Shares issued share capital
David Lenigas 222,500 0.21
Lee K. Spencer 2,554,004 2.46
Martin Horgan 52,500 0.05
Raymond Perkes 872,953 0.84
Bruce Stewart 105,000 0.10
British Portfolio Trust 2,530,000 2.44
Allianz RCM UK Growth Fund 5,713,415 5.51
Al Rajhi Holdings 10,417,200 10.04
Ospraie Special Opportunities 1,016,750 0.98
Master Holdings Ltd
The Ospraie Portfolio Ltd 6,128,250 5.91
William Philip Seymour Richards 300,000 0.29
RAB Special Situations (Master) 5,500,000 5.30
Fund Limited
CIM Investment Management Limited 5,150,000 4.97
JPMorgan Asset Management Ltd 7,350,000 7.09
APPENDIX III
SOURCES OF INFORMATION AND BASES OF CALCULATION
(a) The value placed by the Offer on the existing issued share
capital of BDI Mining (approximately #38.4 million) is based on 103,709,985
million BDI Mining Shares in issue on 10 April 2007, the last business day
prior to the date of this announcement.
(b) The closing prices of the BDI Mining Shares referred to in
this announcement are derived from the LSE.
(c) Unless otherwise stated, the financial information relating
to BDI Mining is extracted from the consolidated financial statements of BDI
Mining for the relevant period.
(d) The average values per carat of approximately US$250 and
US$235 referred to in this document are derived from historical sales
information.
(e) The Woodlark Gold Project having a JORC compliant resource
(including measured, indicated and inferred resources) which exceeds 1 million
ounces is derived from a resource estimation carried out by an independent third
party.
APPENDIX IV
DEFINITIONS OF CERTAIN TERMS USED IN THIS ANNOUNCEMENT
The following definitions apply throughout this announcement unless the context
requires otherwise.
"Acceptance the condition as set out in paragraph 1 of Appendix I to this
Condition" announcement
"AIM" AIM, a market operated by the London Stock Exchange
"AMMC" Ashton MMC Pte Limited
"ANTAM" PT. Aneka Tambang (Persero) Tbk
"Australia" the commonwealth of Australia, its territories and
possessions and all areas subject to its jurisdiction and all
political sub-divisions thereof
"Authorisations" has the meaning given to it in paragraph 3 of Appendix I of
this announcement
"BCMs" bank cubic metres
"BDI Mining" BDI Mining Corp
"BDI Mining the directors of BDI Mining
Directors"
"BDI Mining BDI Mining and its subsidiaries
Group"
"BDI Mining existing options over BDI Mining Shares excluding the
Options" Out-of-the-Money BDI Mining Options
"BDI Mining the holders of BDI Mining Shares or depositary interests in
Shareholders" BDI Mining Shares, as the case may be
or "Shareholders"
"BDI Mining Share the BDI Mining share option plan as amended 2004
Option Plan"
"BDI Mining the existing unconditionally allotted or issued common shares
Shares" of no par value in the capital of BDI Mining and any further
such common shares which are unconditionally allotted or
issued while the Offer remains open for acceptance or before
such earlier date as Gem Diamonds may determine, earlier than
the date on which the Offer is declared unconditional as to
acceptances or, if later, the first closing date of the
Offer, which includes those BDI Mining Shares held through
depositary interest arrangements
"BDI Mining holders of BDI Mining Warrants
Warrantholders"
"BDI Mining existing warrants over BDI Mining Shares
Warrants"
"BVI Act" the BVI Business Companies Act 2004, as amended
"Canada" Canada, its provinces and territories and all areas subject
to its jurisdiction and all political sub-divisions thereof
"Cempaka the shareholders agreement of PTGC dated 11 December 1998
Shareholders between AMMC and ANTAM
Agreement"
"City Code" or the City Code on Takeovers and Mergers
"Code"
"Contract of Work" the contract of work dated 19 February 1998 between the
or "COW" Government of the Republic of Indonesia and PTGC
"Financial the audited financial statements of BDI Mining for the year
Statements" ended 31 December 2006;
"Form of the form of acceptance and authority to be issued in
Acceptance" connection with the Offer and which will accompany the Offer
Document
"FSA" the Financial Services Authority
"Gem Diamonds" Gem Diamonds Limited
"Gem Diamonds the Directors of Gem Diamonds
Directors"
"Gem Diamonds Gem Diamonds and its subsidiaries
Group"
"JORC" the Australian Code for Reporting of Mineral Reserves and Ore
Reserves issued by the Joint Ore Reserves Committee
"Listing Rules" the rules and regulations made by the Financial Services
Authority in its capacity as the UK Listing Authority under
the Financial Services and Markets Act 2000, and contained in
the UK Listing Authority's publication of the same name
"London Stock London Stock Exchange plc
Exchange"
"Offer" the recommended cash offer being made by Gem Diamonds to
acquire the whole of the issued share capital of BDI Mining
on the terms and subject to the conditions to be set out in
the Offer Document and the Form of Acceptance, including,
where the context requires, any subsequent revision,
variation, extension or renewal of such offer and includes
any election available thereunder
"Offer Document" the document to be despatched by Gem Diamonds containing the
terms and conditions of the Offer and, where appropriate, any
other document(s) containing terms and conditions of the
Offer constituting the full terms and conditions of the
Offer
"Out-of-the-Money existing options over BDI Mining Shares where the exercise
BDI Mining price is higher than the offer price of 37 pence
Options"
"Panel" the Panel on Takeovers and Mergers
"PTGC" PT. Galuh Cempaka
"Regulatory any of the services set out in Appendix 3 to the Listing
Information Rules
Service"
"Restricted any of Australia, New Zealand, Canada or Japan or any
Jurisdiction" jurisdiction where extension or acceptance of the Offer would
violate the law of that jurisdiction
"Third Party" has the meaning given to it in paragraph 2 of Appendix I of
this announcement
"United Kingdom" the United Kingdom of Great Britain and Northern Ireland
or "UK"
"Woodlark Gold the BDI Mining Group's 100 per cent. interest in the Woodlark
Project" Island gold project in Papua New Guinea
For the purposes of this announcement, "subsidiary" has the meaning given to it
in Section 4(1) of the BVI Act (as amended); and "substantial interest" means a
direct or indirect interest in 20 per cent. or more of the voting equity capital
of an undertaking.
All the times referred to in this announcement are London times unless otherwise
stated.
References to the singular include the plural and vice versa.
# and pence means Pounds and Pence Sterling, the lawful currency of the United
Kingdom.
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCOKKKPDBKBAQD
Bdi Mining (LSE:BMG)
Historical Stock Chart
From Oct 2024 to Nov 2024
Bdi Mining (LSE:BMG)
Historical Stock Chart
From Nov 2023 to Nov 2024
