DCP Diamondcorp

TIDMDCP

RNS Number : 3931G

Diamondcorp Plc

07 June 2013

7 June 2013

DiamondCorp plc

JSE share code: DMC & AIM share code: DCP

ISIN: GB00B183ZC46

(Incorporated in England and Wales)

(Registration number 05400982)

(SA company registration number 2007/031444/10)

("DiamondCorp", "the Group" or "the Company")

Notice of AGM and Share Capital Reorganisation

The Company announces that the annual general meeting of the Company will be held at 2 pm on Tuesday 2 July 2013 at City Group Plc, 30 City Road, London EC1Y 2AG.

In addition to the routine business to be considered at this year's annual general meeting, the Company is proposing to seek shareholders' approval for a reorganisation of the Company's share capital. A circular to shareholders (the "Circular"), setting out the details of the proposed share capital reorganisation, the notice of annual general meeting and the Company's report and financial statements for the year ended 31 December 2012 have been posted to shareholders today.

Copies of these documents may be viewed on the Company's website shortly.

www.diamondcorp.plc.uk/investors-and-media/financials

Share Capital Reorganisation

The Company's existing ordinary shares have a nominal value of 3 pence per share and are therefore currently trading at a price close to their nominal value. In the event that the Company's share price should fall below 3 pence, the Company will be prevented from carrying out any future fundraisings as it will be prohibited by current legislation from issuing ordinary shares at a price below their nominal value.

The Board therefore believes that it is prudent to undertake the Share Capital Reorganisation in order to result in an appropriate nominal value of the Company's existing ordinary shares for the current share price.

The interests of existing shareholders (both in terms of their economic interest and voting rights) will not be diluted by the implementation of the Share Capital Reorganisation.

As at 6 June 2013, being the latest practicable date prior to the issue of this announcement, there are 276,839,478 existing ordinary shares in issue. Each existing ordinary share on the register of members of the Company at 5.00 p.m. (UK time) on 2 July 2013 will be sub-divided into one new ordinary share of 0.1 pence each ("New Ordinary Share(s)") and one deferred ordinary share of 2.90 pence each ("Deferred Ordinary Share(s)"). In the event that the Share Capital Reorganisation is approved, the Deferred Ordinary Shares will have to be created and their rights reflected in the Company's articles of association. Shareholders will therefore be asked to approve amendments to the Company's existing articles of association so that, should the Share Capital Reorganisation resolution be approved, the Company's articles of association create and reflect the rights attaching to the Deferred Ordinary Shares.

The New Ordinary Shares will continue to carry the same rights and benefits as those attached to the Company's existing ordinary shares (save for the reduction in their nominal value). The number of New Ordinary Shares in issue following the Share Capital Reorganisation will be identical to the number of existing ordinary shares in issue immediately prior to the Share Capital Reorganisation.

The Deferred Ordinary Shares will not entitle their holders (a) to receive notice of or attend and vote at any general meeting of the Company; (b) to receive any dividend or other distribution; or (c) to participate in any return on capital on a winding up, other than the nominal amount paid on such shares following a substantial distribution to holders of ordinary shares in the Company.

No application will be made to the London Stock Exchange or the JSE for admission of the Deferred Ordinary Shares to trading on AIM or AltX respectively, nor will any such application by made to any other exchange.

The Deferred Ordinary Shares will be effectively valueless, non-transferable and have no effect on the economic interest of the Shareholders. Share certificates will not be issued in respect of the Deferred Ordinary Shares.

Application will be made for the New Ordinary Shares to be admitted to trading on both AIM and AltX. Dealings in the Company's existing ordinary shares will cease at the close of business on 2 July 2013 and dealings in the New Ordinary Shares are expected to commence on both AIM and AltX the following day.

The ISIN and SEDOL numbers of the New Ordinary Shares will be the same as the Company's existing ordinary shares and any share certificates for the existing ordinary shares will remain valid for the New Ordinary Shares.

Following the Share Capital Reorganisation, the Company will have in issue, and Shareholders' individual holdings will be for, the same number of New Ordinary Shares as the number of existing ordinary shares held immediately prior to 5:00p.m. on 2 July 2013. Following the Share Capital Reorganisation, the New Ordinary Shares of the Company will have a nominal value of 0.1 pence.

A copy of the revised articles of association proposed to be adopted will be available for inspection at the Annual General Meeting and will be made available free of charge on the Company's website at www.diamondcorp.plc.uk.

EXPECTED TIMETABLE

 
 Publication of the Circular and        7 June 2013 
  posting to Shareholders 
 Last date and time for receipt         2:30p.m. on 28 
  of Forms of Proxy                      June 2013 
 Annual General Meeting                 2:30p.m. on 2 
                                         July 2013 
 Record Date on AIM and time for        5:00p.m. on 2 
  implementation of the Share Capital    July 2013 
  Reorganisation 
 Last time and day of trading on        5:00p.m. (SA 
  AltX for implementation of the         time) on 2 July 
  Share Capital Reorganisation           2013 
 Record Date on AltX and time for       5:00p.m. (SA 
  implementation of the Share Capital    time) on 9 July 
  Reorganisation                         2013 
 Admission of the New Ordinary          8:00a.m. on 3 
  Shares to trading on both AIM          July 2013 
  and AltX 
 CREST accounts credited                8:00a.m. on 3 
                                         July 2013 
 Accounts at CSDPs and brokers          9:00a.m. (SA 
  will we updated in respect of          time) on 10 July 
  dematerialised shareholders on         2013 
  the SA register 
 

Unless stated to the contrary, references to time in this announcement are to London Time (GMT). Each of the above dates and times are subject to change. If any of the above times and/or dates change, the revised times and/or dates will be notified to Shareholders by announcement on a regulatory information service.

Capitalised terms used in this announcement shall have the meaning assigned to them in the Circular, unless otherwise defined herein.

Contact details:

DiamondCorp plc

Paul Loudon, Chief Executive

Tel: +27 56 212 2930

+44 20 3151 0970

UK Broker & Nomad

Panmure Gordon (UK) Limited

Dominic Morley/Adam James/Hannah Woodley

Tel: +44 20 7886 2500

Joint Broker

SP Angel Corporate Finance LLP

Ewan Leggat/Laura Littley

Tel: +44 20 3463 2260

JSE Designated Advisor

Sasfin Capital (a division of Sasfin Bank Limited)

Kim Dawson

Tel: +27 118097794

This information is provided by RNS

The company news service from the London Stock Exchange

END

NOAUVOSROKANRAR