TIDMDCP
RNS Number : 7692M
Diamondcorp Plc
18 October 2016
18 October 2016
DiamondCorp plc
AIM share code: DCP & JSE share code: DMC
ISIN: GB00B183ZC46
(Incorporated in England and Wales)
(Registration number 05400982)
(SA company registration number 2007/031444/10)
("DiamondCorp", "the Group" or "the Company")
STRATEGIC REVIEW
Introduction
On 14 October 2016, DiamondCorp announced that the Company was
in accelerated discussions with certain of the Company's
shareholders and other third parties to address its immediate
funding requirements in order to continue trading as a going
concern. These discussions are at an advanced stage and, whilst no
assurances can be given as to successful resolution to these
discussions, the Company anticipates updating shareholders in the
near term.
Following that announcement, and in response to initial
expressions of interest from potential acquirers who are credible
participants in the Company's sector, the Board is of the view that
the Company should, in parallel to its discussions to secure
additional funding, conduct a wider strategic review to explore
additional opportunities including a corporate transaction such as
a merger with or offer for the Group by a third party or a sale of
the Group's businesses. The Board therefore intends to pursue any
such possible alternatives to ensure the best outcome for its
shareholders.
The commencement of a "formal sale process" in accordance with
Note 2 on Rule 2.6 of The City Code on Takeovers and Mergers (the
"Code"), to which DiamondCorp is subject, provides the most
appropriate framework under which these considerations can be
made.
Formal Sale Process - Takeover Code Implications
Any discussions in relation to a merger with a third party or a
sale of the Company will take place within the framework of a
"formal sale process" in accordance with Note 2 on Rule 2.6 of the
Code, under which the Board is able to have discussions with
parties interested in such a transaction on a confidential
basis.
The Panel on Takeovers and Mergers (the "Takeover Panel") has
granted a dispensation from the requirements of Rules 2.4(a),
2.4(b) and 2.6(a) of the Code such that any interested party
participating in the formal sale process will not be required to be
publicly identified as a result of this announcement (subject to
Note 3 to Rule 2.2 of the Code), and will not be subject to the 28
day deadline referred to in Rule 2.6(a) of the Code, for so long as
it is participating in the formal sale process.
Interested parties should note Rule 21.2 of the Code, which
prohibits any form of inducement fee or any other offer-related
arrangement. The Group has not at this stage requested any
dispensation from the Takeover Panel under Note 2 to Rule 21.2 of
the Code from this prohibition, although it reserves the right to
do so in the future.
This announcement is not an announcement of a firm intention to
make an offer under Rule 2.7 of the Code and there can be no
certainty that an offer will be made, nor as to the terms on which
any offer will be made.
Following this announcement, the Group is now considered to be
in an "offer period" as defined in the Code, and the dealing
disclosure requirements listed below apply with immediate
effect.
In accordance with Rule 26.1 of the Takeover Code, a copy of
this announcement will be available on the Company's website at
www.diamondcorp.plc.uk as soon as possible and in any event no
later than 12 noon (London time) on 19 October 2016 (being the
business day following the date of this announcement). The content
of the website referred to in this announcement is not incorporated
into and does not form part of this announcement.
Contact details:
DiamondCorp plc
Paul Loudon, Chief Executive
Tel: +27 56 216 1300
Euan Worthington, Chairman
Tel: +44 7753 862 097
UK Broker & Nomad
Panmure Gordon (UK) Limited
Adam James/Karri Vuori/Atholl Tweedie
Tel: +44 20 7886 2500
JSE Designated Advisor
Sasfin Capital (a division of Sasfin Bank Limited)
Megan Young
Tel: +27 11 445 8068
SA Corporate Advisor
Qinisele Resources Proprietary Limited
Dennis Tucker/Andrew Brady
Tel: +27 11 883 6358
The information communicated in this announcement is inside
information for the purposes of Article 7 of Market Abuse
Regulation 596/2014 ("MAR").
Important Notices
Panmure Gordon (UK) Limited ("Panmure Gordon"), which is
authorised and regulated in the United Kingdom by the Financial
Conduct Authority, will act as financial adviser to the Company and
for no one else in connection with the matters referred to in this
announcement and will not be responsible to anyone other than the
Company for providing the protections afforded to clients of
Panmure Gordon or for affording advice in relation to any other
matters referred to in this announcement.
This announcement is for information purposes only and is not
intended to, and does not, constitute or form part of any offer,
invitation or the solicitation of an offer to purchase, otherwise
acquire, subscribe for, sell or otherwise dispose of, any
securities whether pursuant to this announcement or otherwise. The
distribution of this announcement in jurisdictions outside the
United Kingdom may be restricted by law and therefore persons into
whose possession this announcement comes should inform themselves
about, and observe such restrictions. Any failure to comply with
the restrictions may constitute a violation of the securities law
of any such jurisdiction.
Rule 2.9 Disclosure
In accordance with Rule 2.9 of the Code, as at the date of this
announcement, the Company has 478,739,580 ordinary shares of 0.01
pence each. The International Securities Identification Number for
the ordinary shares is GB00B183ZC46.
Disclosure requirements of the Takeover Code
Under Rule 8.3(a) of the Code, any person who is interested in
1% or more of any class of relevant securities of an offeree
company or of any securities exchange offeror (being any offeror
other than an offeror in respect of which it has been announced
that its offer is, or is likely to be, solely in cash) must make an
Opening Position Disclosure following the commencement of the offer
period and, if later, following the announcement in which any
securities exchange offeror is first identified. An Opening
Position Disclosure must contain details of the person's interests
and short positions in, and rights to subscribe for, any relevant
securities of each of (i) the offeree company and (ii) any
securities exchange offeror(s). An Opening Position Disclosure by a
person to whom Rule 8.3(a) applies must be made by no later than
3.30 p.m. (London time) on the 10th business day following the
commencement of the offer period and, if appropriate, by no later
than 3.30 p.m. (London time) on the 10th business day following the
announcement in which any securities exchange offeror is first
identified. Relevant persons who deal in the relevant securities of
the offeree company or of a securities exchange offeror prior to
the deadline for making an Opening Position Disclosure must instead
make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes,
interested in 1% or more of any class of relevant securities of the
offeree company or of any securities exchange offeror must make a
Dealing Disclosure if the person deals in any relevant securities
of the offeree company or of any securities exchange offeror. A
Dealing Disclosure must contain details of the dealing concerned
and of the person's interests and short positions in, and rights to
subscribe for, any relevant securities of each of (i) the offeree
company and (ii) any securities exchange offeror(s), save to the
extent that these details have previously been disclosed under Rule
8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies
must be made by no later than 3.30 p.m. (London time) on the
business day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a
securities exchange offeror, they will be deemed to be a single
person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and
8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Takeover Panel's website at www.thetakeoverpanel.org.uk,
including details of the number of relevant securities in issue,
when the offer period commenced and when any offeror was first
identified. You should contact the Panel's Market Surveillance Unit
on +44 (0)20 7638 0129 if you are in any doubt as to whether you
are required to make an Opening Position Disclosure or a Dealing
Disclosure.
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCUBUURNKARAUA
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