Elkedra Vaaldiam Merger Scheme- Update
September 28 2007 - 3:00AM
UK Regulatory
ELKEDRA DIAMONDS NL
28 September 2007
ELKEDRA DIAMONDS NL / VAALDIAM RESOURCES LTD. MERGER BY WAY OF SCHEME OF
ARRANGEMENT
UPDATE
Elkedra Diamonds NL (ASX and AIM: EDN) (Elkedra) is pleased to announce that a
meeting of Elkedra shareholders has been convened for Monday 29 October 2007 to
vote on the scheme of arrangement for Canadian listed diamond group Vaaldiam
Resources Ltd. (TSX: VAA) (Vaaldiam) to acquire all of the outstanding shares
of Elkedra in exchange for Vaaldiam common shares.
The Scheme Booklet containing the notice of meeting and the information
necessary for shareholders to make a decision on how to vote at the scheme
meeting is being despatched to shareholders today, Friday 28 September 2007.
The important dates to note are:
Proxies to be received not later than 11:30am 27 October 2007
(Perth, Western Australia time):
Meeting of Elkedra shareholders to approve the 29 October 2007
scheme of arrangement
If Elkedra shareholders approve the Scheme, the
EXPECTED timetable is:
The Scheme becomes binding (Effective Date): 8 November 2007
Last day of ASX trading in Elkedra Shares: 8 November 2007
Record date for determining entitlements (Record 15 November 2007
Date):
Despatch of holding statements for new Vaaldiam 23 November 2007
Shares and trading in new Vaaldiam Shares on the TSX
commences:
THE SCHEME OF ARRANGEMENT
Under the terms of the proposed Elkedra Scheme of Arrangement, Vaaldiam will
issue 0.52 of a Vaaldiam share for each Elkedra share held by Elkedra
shareholders.
The board of directors of Elkedra has unanimously supported the Elkedra Scheme
of Arrangement and agreed to recommend the transaction to shareholders.
Vaaldiam has executed lock-in agreements pursuant to which a number of existing
shareholders have agreed to vote 19.9 million Elkedra shares in favour of the
offer, representing approximately 19% of all outstanding Elkedra shares on
issue.
Vaaldiam has also made an offer to acquire all of the outstanding shares in
explorer Great Western Diamonds Corp. (TSXV: GWD) (Great Western) in exchange
for Vaaldiam common shares (Great Western Offer).
The combination of Vaaldiam with Elkedra and Great Western will position
Vaaldiam as South America's largest diamond producer marketing high quality
diamonds with a combined average sales value of over US$300 per carat. The
consolidation also strengthens the management, operational and technical teams
to clearly establish Vaaldiam as a leader in the diamond sector.
OVERVIEW OF THE PROPOSED CONSOLIDATED GROUP
Upon Vaaldiam completing the Elkedra Scheme of Arrangement and the Great
Western Offer, the resulting merger of Vaaldiam, Elkedra and Great Western will
create a leading diamond production, exploration and development company with a
pro forma market capitalization in excess of C$170 million.
Vaaldiam recently announced (15 August 2007) that it had closed an underwritten
private placement of 29,250,000 subscription receipts raising C$26,325,000. 75%
of these proceeds are held in escrow and will be released on the closing of
Vaaldiam's acquisition of Elkedra. The combined group will therefore have the
financial capacity and strong management expertise to realise the potential
value of the extensive exploration portfolio and to capitalise on future
acquisition opportunities.
The key attributes of the combined group are:
A Diversified Project Pipeline
* 100% interest in two producing alluvial diamond mines in Brazil both with
expected mine lives in excess of 8 years and with combined projected production
of 50,000 carats in 2007 and over 85,000 carats by 2008
* 100% interest in advanced-stage kimberlite exploration in Brazil at Brauna
(Bahia State), Pimenta Bueno and Ariquemes (Rondonia State) and in Canada at
the Candle Lake and Centennial projects (Fort a la Corne, Saskatchewan)
* 100% interests in 53 kimberlite deposits and control of approximately 1.5
million hectares of diamond exploration concessions in Brazil and Canada.
Increased Financial Capacity
* Pro forma market capitalization in excess of C$170 million with approximately
210 million shares on issue
* The increased market capitalisation, liquidity and profile will improve
investor awareness attracting the attention of a broader group of international
investors particularly within the North American markets
Strong Management and Board
* An enhanced combined executive management team with extensive and proven
experience in diamond discovery, project development, production operations,
project finance and marketing.
* Ken Johnson will continue as President and Chief Executive Officer while
Peter Marrone will continue as Chairman
* Donald Best, Elkedra's Chairman and Sam Randazzo, Elkedra's Executive
Director will join Vaaldiam's executive management team as Vice President,
Operations and Vice President, Business Development respectively
* Brent Jellicoe, President and Chief Executive Officer of Great Western will
join Vaaldiam's executive management team as Vice President, International
Exploration
RFC Corporate Finance Ltd is the Company's nominated adviser, contact Stuart
Laing, ph: +618 9480 2506
* ENDS -
On behalf of: Released by:
Mr Don Best Nicholas Read
Executive Chairman Read Corporate
Elkedra Diamonds NL Telephone: (08)
9388-1474
For further information
contact
Sam Randazzo
Executive Director
Telephone: (08)
6380-2855
Web: www.elkedra.com.au
END
Elkedra (LSE:EDN)
Historical Stock Chart
From Jun 2024 to Jul 2024
Elkedra (LSE:EDN)
Historical Stock Chart
From Jul 2023 to Jul 2024
