Posting of Scheme Document
29 10월 2010 - 5:45PM
UK Regulatory
TIDMAFD
RNS Number : 2408V
African Diamonds PLC
29 October 2010
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, OR INTO THE
UNITED STATES OR ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF
THE RELEVANT LAWS OF ANY SUCH JURISDICTION
29 October 2010
African Diamonds Plc
Posting of Scheme Document
The directors of African Diamonds are pleased to announce that the Scheme
document relating to the recommended Proposals, whereby Lucara acquire the
entire issued and to-be-issued share capital of African Diamonds,is today being
posted to African Diamonds' shareholders.
On 4 October 2010, African Diamonds announced that it had agreed with Lucara the
terms of recommended Proposals under which African Diamonds would demerge the
diamond exploration interests of the African Diamonds Group to Botswana Diamonds
and Lucara would acquire the entire issued and to-be-issued share capital of
African Diamonds, including African Diamond's 40% interest in the AK6 diamond
mine in Botswana, by way of a Court-sanctioned scheme of arrangement.
Under the Proposals, AFD Shareholders would receive 0.8 of a common share in
Lucara (credited as fully paid and rounded down to the nearest whole number) and
one (1) ordinary share of GBP0.01 in Botswana Diamonds for every one (1)
ordinary share of GBP0.01 in African Diamonds held by those shareholders.
The Scheme document contains, among other things, further information regarding
the recommended Proposals. The Scheme document also sets out the procedures to
be followed in connection with the implementation of the Scheme, an anticipated
timetable of principal events and details of the actions to be taken by African
Diamonds' shareholders, and contains notices of the Court Meeting and General
Meeting of African Diamonds' shareholders that have been convened in connection
with the Scheme and which will be held on 26 November 2010.
Expected timetable of principal events
Event
Time / Date
Posting of Scheme document
29 October 2010
Latest time for lodging blue Forms of Proxy for
the Court Meeting
11.00 a.m. on 24 November 2010
Latest time for lodging pink Forms of Proxy for
the General Meeting
11.15 a.m. on 24 November 2010
Voting Record Time
6.00 p.m. on 24 November 2010
Court Meeting
11.00 a.m. on 26 November 2010
General Meeting
11.15 a.m. on 26 November 2010
Last day of dealings in AFD Shares
17 December 2010
Scheme Record Time
6.00 p.m. on 17 December 2010
Suspension of trading on AIM of AFD Shares 7.30 a.m.
on 20 December 2010
Court Hearing to approve and sanction the Scheme
(including the Capital Reduction and the
Demerger Reduction)
20 December 2010
Effective Date
20 December 2010
Date of registration of the Court Order with
the Registrar of Companies
20 December 2010
Cancellation of admission to trading on AIM of
AFD Shares
7.00 a.m. 21 December 2010
Latest date of dispatch of certificated BD Shares
4 January 2011
Latest date for issuance of Lucara Shares
4 January 2011
CREST accounts credited with BD Shares
4 January 2011
Cancellation of trading in African Diamonds' shares on AIM
Prior to the Scheme becoming effective, African Diamonds will make an
application to the London Stock Exchange for the cancellation of AFD Shares from
trading on AIM. Accordingly, if the Scheme becomes effective, AFD Shares will
cease to be quoted on AIM and traded on the London Stock Exchange's market for
AIM-quoted securities on or before 7.00 a.m. on 21 December 2010 and the last
day of dealings in, and for registrations of transfers of, AFD Shares will be 17
December 2010.
Capitalised terms used in this announcement but not defined have the meanings
given to them in the Scheme document.
Further information:
African Diamonds
John Teeling Tel:
+353 1 8332833
James AH Campbell Tel: +27 83
457 3724
finnCap
Matthew Robinson, Corporate Finance Tel: +44 20 7600 1658
Henrik Persson, Corporate Finance Tel: +44 20 7600 1658
College Hill
Nick Elwes Tel: +44
20 7457 2020
This information is provided by RNS
The company news service from the London Stock Exchange
END
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