Offer Declared Unconditional
May 22 2007 - 6:54AM
UK Regulatory
RNS Number:0146X
Gem Diamonds Limited
22 May 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
22 May 2007
Recommended Cash Offer
by Gem Diamonds Limited
for
BDI Mining Corp
Offer Declared Wholly Unconditional
Summary
On 20 April 2007, Gem Diamonds Limited (LSE: GEMD) ("Gem Diamonds" or the
"Group") made a recommended cash offer (the "Offer") for the entire issued and
to be issued share capital of BDI Mining Corp (AIM: BMG) ("BDI Mining") not
already owned by Gem Diamonds.
*Gem Diamonds has acquired, or received valid acceptances in respect of,
96,982,879 BDI Mining Shares representing approximately 90.2% of the issued BDI
Mining Shares
*Accordingly, the Offer is declared unconditional in all respects
*An application is being made today by BDI Mining for the cancellation of
admission to trading of BDI Mining Shares on AIM
*Gem Diamonds intends to procure that BDI Mining redeems the remaining BDI
Mining Shares (including BDI Mining Shares represented by depository interests)
*Acceptances received to date will receive settlement consideration within 14
days from the date hereof
*Offer remains open for acceptance to BDI Mining Shareholders until 6 June 2007
*Gem Diamonds will shortly commence operational integration of the BDI Mining
assets into the Group
*Operations at Cempaka have been ongoing during the Offer Period
Commenting on the Offer, Clifford Elphick, CEO of Gem Diamonds, said:
"We are pleased that the Offer has met with this strong level of support and Gem
Diamonds looks forward to developing the BDI Mining assets to their full
potential."
1. Acceptances
Gem Diamonds announces that, as at 9.00 a.m. on 22 May 2007, valid acceptances
of the Offer had been received in respect of 65,132,879 BDI Mining Shares,
representing approximately 60.6% of the issued BDI Mining Shares. Including the
31,850,000 BDI Mining Shares acquired by Gem Diamonds in April and May 2007
(including 250,000 BDI Mining Shares acquired by Gem Diamonds on 21 May 2007,
see Section 5 of this announcement for further details), Gem Diamonds has
acquired, or received valid acceptances of the Offer in respect of, 96,982,879
BDI Mining Shares in aggregate, representing approximately 90.2% of the issued
BDI Mining Shares.
The above figures include valid acceptances for all of the BDI Mining Shares for
which Gem Diamonds had received irrevocable undertakings and a letter of intent
on the day on which the Offer was announced. These irrevocable undertakings and
letter of intent to accept the Offer, were at the date of the Offer, in respect
of 51,397,157 BDI Mining Shares in aggregate, representing approximately 49.1%
of the issued BDI Mining Shares (or 47.8% as at the date of this announcement as
a result of issues of shares since the date of the Offer).
2. Offer Declared Wholly Unconditional and Settlement
All of the conditions of the Offer have now been satisfied or waived and the
Offer has been declared unconditional in all respects.
The Offer, which remains subject to the terms set out in the Offer Document,
will remain open for acceptance until 1.00 p.m. on 6 June 2007.
BDI Mining Shareholders who wish to accept the Offer and who have not already
done so should:
(i) in respect of BDI Mining Shares held in certificated form, complete and
return the Form of Acceptance in accordance with the instructions set out in the
Offer Document and on the Form of Acceptance so as to be received as soon as
possible and, in any event, by no later than 1.00 p.m. on 6 June 2007;
(ii) in respect of BDI Mining Shares represented by depository interests in
uncertificated form, withdraw their BDI Mining Shares represented by depository
interests into their own name electronically through CREST by sending a CREST
withdrawal instruction to CRESTCo as soon as possible and, in any event, so that
the CREST withdrawal instruction settles by no later than 1.00 p.m. on 5 June
2007 and simultaneously complete and return the Form of Acceptance in accordance
with the instructions set out in the Offer Document and on the Form of
Acceptance so as to be received by no later than 1.00 p.m. on 6 June 2007.
Settlement of the consideration to accepting BDI Mining Shareholders or their
designated agents will be effected as set out below:
(a) in the case of acceptances received complete in all respects by 21 May 2007,
within 14 calendar days; or
(b) in the case of acceptances received complete in all respects on or after 22
May 2007, within 14 calendar days of such receipt.
3. De-listing and Redemption
As the Offer has become wholly unconditional and Gem Diamonds has acquired, or
received valid acceptances of the Offer in respect of, in excess of 75% of the
BDI Mining Shares, Gem Diamonds is taking steps to procure the application by
BDI Mining for the cancellation of admission to trading of BDI Mining Shares on
AIM. It is anticipated that cancellation of admission to trading will take
effect from 20 June 2007, being 20 Business Days following the date of this
announcement.
Pursuant to the provisions of the BVI Act, as soon as Gem Diamonds becomes the
registered holder of over 90% of the outstanding shares in BDI Mining entitled
to vote, it intends to take steps to procure the redemption by BDI Mining of the
BDI Mining Shares held by BDI Mining Shareholders who have not accepted the
Offer. It is intended that BDI Mining will as soon as possible thereafter
despatch redemption notices to BDI Mining Shareholders who have not accepted the
Offer, to redeem compulsorily, at the Offer Price, the remaining BDI Mining
Shares in respect of which the Offer has not been accepted.
4. Amendment to Articles of Association
Gem Diamonds is taking steps to procure that BDI Mining amends its Articles of
Association so that if BDI Mining issues any new shares to any person (a "New
Member"), other than Gem Diamonds or its nominee, they will be immediately
transferred to Gem Diamonds or as Gem Diamonds may direct (the "Purchaser") in
consideration of, and conditional on, the payment by the Purchaser to the New
Member of #0.37.
5. Market Purchases
Gem Diamonds announces that, on 21 May 2007, it acquired 250,000 BDI Mining
Shares at 37 pence per BDI Mining Share, representing approximately 0.2% of the
issued BDI Mining Shares.
Together with BDI Mining Shares already acquired by Gem Diamonds prior to 21 May
2007, Gem Diamonds now owns 31,850,000 BDI Mining Shares in aggregate,
representing approximately 29.6% of the issued BDI Mining Shares.
In accordance with Gem Diamonds Directors' agreement and statement that they
would act within the spirit of the City Code throughout the Offer, disclosure
outlining the key information associated with the purchase, and in a form
consistent with Rule 8.1 disclosure, is provided below.
Defined terms used in this announcement have the same meanings as in the Offer
Document dated 20 April 2007.
Enquiries:
Gem Diamonds +27 82 418 8735
Stephen Wetherall +27 83 578 3885
Angela Parr
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
BDI Mining +44 (0) 20 7016 5106
Martin Horgan +61 (0) 448812128
Reg Spencer
Ruegg & Co +44 (0) 20 7584 3663
(Financial Adviser to BDI Mining)
Brett Miller
1. KEY INFORMATION
Name of person dealing GEM DIAMONDS LIMITED
Company dealt in BDI MINING CORP
Class of relevant security to which the dealings being COMMON SHARES
disclosed relate
Date of dealing 21 MAY 2007
2. INTERESTS, SHORT POSITIONS AND RIGHTS TO SUBSCRIBE
(a) Interests and short positions (following dealing) in the class of relevant
security dealt in
Long Short
Number Number
(%) (%)
(1) Relevant securities 250,000
0.2%
(2) Derivatives (other than options)
(3) Options and agreements to purchase/sell
Total 250,000
0.2%
(b) Interests and short positions in relevant securities of the company, other
than the class dealt in
Class of relevant security: Long Short
Number Number
(%) (%)
(1) Relevant securities
(2) Derivatives (other than options)
(3) Options and agreements to purchase/sell
Total
(c) Rights to subscribe
Class of relevant security: Details
3. DEALINGS
(a) Purchases and sales
Purchase/sale Number of Price per unit
securities
PURCHASE 250,000 37p
(b) Derivatives transactions (other than options)
Product name, Long/short Number of securities Price per unit
e.g. CFD
(c) Options transactions in respect of existing securities
(i) Writing, selling, purchasing or varying
Product Writing, Number of Exercise Type, e.g. Expiry Option
name, selling, securities to price American, date money
e.g purchasing, which the European etc. paid/
call varying etc. option relates received
option per unit
(ii) Exercising
Product name, e.g. Number of securities Exercise price per unit
call option
(d) Other dealings (including new securities)
Nature of transaction Details Price per unit (if applicable)
4. OTHER INFORMATION
Agreements, arrangements or understandings relating to options or derivatives
Full details of any agreement, arrangement or understanding between the person
disclosing and any other person relating to the voting rights of any relevant
securities under any option referred to on this form or relating to the voting
rights or future acquisition or disposal of any relevant securities to which any
derivative referred to on this form is referenced. If none, this should be
stated.
Is a Supplemental Form 8 attached? NO
Date of disclosure 22 May 2007
Contact name STEPHEN WETHERALL
Telephone number +27 82 418 8735
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.
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 information is provided by RNS
The company news service from the London Stock Exchange
END
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