TIDMDCP
RNS Number : 9966X
Diamondcorp Plc
28 February 2017
28 February 2017
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 Company" or "the Group")
Corporate and Placing Update
DiamondCorp, the Southern African diamond mining, development
and exploration company, announces the following update in respect
of discussions with the Industrial Development Corporation of South
Africa ("IDC"), the Association of Mining & Construction Union
("AMCU") and the Placing, as first announced on 13 January
2017.
Further to the announcement of 14 February 2017, a formal
agreement (the "IDC Agreement") has been entered into between the
IDC, the BRP and DiamondCorp Holdings Limited ("DCH", a wholly
owned subsidiary of the Company), in relation to, inter alia, the
ability for DCH to advance a PCF loan or loans to the Group's
operating subsidiary LDM (a "LDM PCF Loan"), with any such loan(s)
secured against the assets of LDM on a basis senior to all existing
indebtedness of LDM with the exception of the first c.ZAR1.2
million that will shortly be ceded by the IDC from proceeds of a
recent insurance claim received by LDM.
Pursuant to the IDC Agreement, amounts drawn down by LDM
pursuant to any LDM PCF Loan would bear an interest rate of 13.5
per cent. per annum and would be repayable upon completion of the
Business Rescue process or after six months, whichever is sooner
and upon the election of the Company. LDM would be permitted to
prepay a LDM PCF Loan at its election without penalty.
The IDC Agreement for the provision of any LDM PCF Loan contains
customary representations, warranties and indemnities and provides
for customary events of default.
The IDC Agreement provides for a LDM PCF Loan to be made either
in addition to or as a substitute for the Placing, the conditions
for which have yet to be met. It is intended pursuant to the IDC
Agreement that the BRP will in due course publish a Business Rescue
Plan to be voted upon by the LDM creditors that will provide, inter
alia, for DCH (and therefore the Company) to maintain its
controlling shareholding in LDM and to seek sufficient additional,
Phase 2, finance within 90 days of publication and to successfully
conclude the Business Rescue process. The BRP may also continue to
solicit expressions of interest for a strategic investor(s) in
LDM.
Discussions continue between AMCU and the BRP under the
supervision the South African Commission for Conciliation,
Mediation and Arbitration. In the event that the original agreement
in principle is not finalised in the very near term, then it is
currently expected that LDM's, and therefore DiamondCorp's, ability
to effectively execute the mine's care and maintenance and
remediation programme will be compromised. The IDC Agreement is
also subject to entering into such an agreement with AMCU, unless
otherwise waived by DCH.
The Board of DiamondCorp shall continue to explore all options
available to the Group in relation to the ongoing Business Rescue
process, the IDC Agreement, the Placing, and the Group's creditors
and other stakeholders.
The Board reiterates that there can be no assurance that an
appropriate agreement with AMCU can be obtained in sufficient time,
or at, all or that sufficient finance can be obtained to continue
with the Business Rescue process. In the absence of a successful
continuation and conclusion of the Business Rescue process, it is
likely that the Group would be subsequently placed into
administration.
Capitalised terms in this announcement, unless otherwise
defined, have the same meaning given to them in the announcements
issued by the Company on 13, 20, 25 and/or 31 January 2017 and/or
14 February 2017, as appropriate.
This announcement contains inside information for the purposes
of Article 7 of the Market Abuse Regulation (EU) No 596/2014.
Contact details:
DiamondCorp plc
Chris Ellis, Interim Non-Executive Chairman
Tel: +44 (0) 20 3151 0970
Paul Loudon, Chief Executive
Tel: +27 56 216 1300
UK Broker, Sole Placing Agent & Nominated Adviser
Panmure Gordon (UK) Limited
Adam James / Atholl Tweedie
Tel: +44 20 7886 2500
JSE Designated Adviser
Sasfin Capital (a division of Sasfin Bank Limited)
Megan Young
Tel: +27 11 445 8068
Important Information
This announcement contains (or may contain) certain
forward-looking statements with respect to certain of the Company's
plans and its current goals and expectations relating to its future
financial condition and performance and which involve a number of
risks and uncertainties. The Company cautions readers that no
forward-looking statement is a guarantee of future performance and
that actual results could differ materially from those contained in
the forward-looking statements. These forward-looking statements
can be identified by the fact that they do not relate only to
historical or current facts. Forward-looking statements sometimes
use words such as "aim", "anticipate", "target", "expect",
"estimate", "intend", "plan", "goal", "believe", or other words of
similar meaning. By their nature, forward-looking statements
involve risk and uncertainty because they relate to future events
and circumstances, including, but not limited to, economic and
business conditions, the effects of continued volatility in credit
markets, market-related risks such as changes in the price of
commodities or changes in interest rates and foreign exchange
rates, the policies and actions of governmental and regulatory
authorities, changes in legislation, the further development of
standards and interpretations under International Financial
Reporting Standards ("IFRS") applicable to past, current and future
periods, evolving practices with regard to the interpretation and
application of standards under IFRS, the outcome of pending and
future litigation or regulatory investigations, the success of
future explorations, acquisitions and other strategic transactions
and the impact of competition. A number of these factors are beyond
the Company's control. As a result, the Company's actual future
results may differ materially from the plans, goals, and
expectations set forth in the Company's forward-looking statements.
Any forward-looking statements made in this announcement by or on
behalf of the Company speak only as of the date they are made.
Except as required by the Financial Conduct Authority (the "FCA"),
the London Stock Exchange or applicable law, the Company expressly
disclaims any obligation or undertaking to release publicly any
updates or revisions to any forward-looking statements contained in
this announcement to reflect any changes in the Company's
expectations with regard thereto or any changes in events,
conditions or circumstances on which any such statement is
based.
This announcement is for information purposes only and shall not
constitute an offer to buy, sell, issue, or subscribe for, or the
solicitation of an offer to buy, sell, issue, or subscribe for any
securities, nor shall there be any sale of securities in any
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction.
This announcement does not contain an offer or constitute any
part of an offer to the public within the meaning of Sections 85
and 102B of the Financial Services and Markets Act 2000, as amended
("FSMA") or otherwise. This announcement is not an "approved
prospectus" within the meaning of Section 85(7) of FSMA and a copy
of it has not been, and will not be, delivered to the FCA in
accordance with the Prospectus Rules or delivered to any other
authority which could be a competent authority for the purpose of
the Prospectus Directive. Its contents have not been examined or
approved by the London Stock Exchange plc, nor has it been approved
by an "authorised person" for the purposes of Section 21 of
FSMA.
This announcement has been issued by and is the sole
responsibility of the Company. No representation or warranty,
express or implied, is or will be made as to, or in relation to,
and no responsibility or liability is or will be accepted by
Panmure Gordon or by any of its respective affiliates or agents as
to, or in relation to, the accuracy or completeness of this
announcement or any other written or oral information made
available to or publicly available to any interested party or its
advisers, and any liability therefore is expressly disclaimed.
Panmure Gordon, which is authorised and regulated in the United
Kingdom by the FCA, is acting as placing agent for the Company and
for no-one else in connection with the Placing, and Panmure Gordon
will not be responsible to anyone other than the Company for
providing the protections afforded to its customers or for
providing advice to any other person in relation to the Placing or
any other matter referred to herein.
The distribution of this announcement and the offering of the
Placing Shares with Warrants in certain jurisdictions may be
restricted by law. No action has been taken by the Company or
Panmure Gordon that would permit an offering of such shares or
possession or distribution of this announcement or any other
offering or publicity material relating to such shares in any
jurisdiction where action for that purpose is required. Persons
into whose possession this announcement comes are required to
inform themselves about, and to observe such restrictions.
This announcement is not for distribution or dissemination,
directly or indirectly, in or into the United States or any
jurisdiction into which the same would be unlawful. No public
offering of securities of the Company will be made in connection
with the Placing in the United Kingdom, the United States, the EEA,
Switzerland or elsewhere.
This announcement is not intended to constitute an offer or
solicitation to purchase or invest in the Placing Shares.
Persons (including, without limitation, nominees and trustees)
who have a contractual or other legal obligation to forward a copy
of this announcement should seek appropriate advice before taking
any action.
The Placing Shares to which this announcement relates may be
illiquid and / or subject to restrictions on their resale.
Prospective purchasers of the Placing Shares should conduct their
own due diligence on the Placing Shares. If you do not understand
the contents of this announcement you should consult an authorised
financial adviser.
The information in this announcement may not be forwarded or
distributed to any other person and may not be reproduced in any
manner whatsoever. Any forwarding, distribution, dissemination,
reproduction, or disclosure of this information in whole or in part
is unauthorised. Failure to comply with this directive may result
in a violation of the United States Securities Act of 1933 (as
amended) ("US Securities Act") or the applicable laws of other
jurisdictions.
Neither the content of the Company's website nor any website
accessible by hyperlinks on the Company's website is incorporated
in, or forms part of, this announcement.
This information is provided by RNS
The company news service from the London Stock Exchange
END
IOESESSFAFWSEFE
(END) Dow Jones Newswires
February 28, 2017 02:02 ET (07:02 GMT)
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