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Company Namakwa Diamonds Limited
TIDM NAD
Headline

Circular and Notice of Meeting

Released 07:00 25-Feb-2013
Number 5383Y07

RNS Number : 5383Y
Namakwa Diamonds Limited
25 February 2013
 



25 February 2013

 

Namakwa Diamonds Limited (AIM: NAD)

("Namakwa Diamonds" or the "Company")

 

Circular posted to shareholders regarding cancellation of admission to AIM

 

The Company announces that it has posted a circular to shareholders and convened a Special General Meeting to be held at the offices of Taylor Wessing LLP at 5 New Street Square, London EC4A 3TW at 10:30 a.m. on 12 March 2013 to propose a special resolution (the "Resolution") to approve the cancellation of admission of the Ordinary Shares to trading on AIM (the "Cancellation"). The expected timetable for the Cancellation is set out below:

 

Record date for entitlement to receive notice of, attend and vote at the Special General Meeting

6:00 p.m. on 22 February 2013

Posting of this circular and Form of Direction and/or Form of Proxy to Shareholders

25 February 2013

Publication of notice of the Special General Meeting in the Royal Gazette newspaper in Bermuda

25 February 2013

Latest time and date for receipt of Forms of Direction

10:30 a.m. on 9 March 2013

Latest time and date for receipt of Forms of Proxy

10:30 a.m. on 10 March 2013

Special General Meeting

10:30 a.m. on 12 March 2013

Last day for trading of the Ordinary Shares on AIM

22 March 2013

Cancellation of admission to trading of Ordinary Shares on AIM

With effect from 7:00 a.m. on 25 March 2013

 

Notes:

(1)        References to times in this announcement are to times in London unless otherwise stated.

(2)        If any of the above times and/or dates change, the revised times and/or dates will be notified to Shareholders by announcement through a Regulatory Information Service.

 

Background to the Cancellation

On 7 February 2013, the Company announced that it had received notice from Jarvirne Limited and Sputnick Limited (the "Majority Shareholders") (who, as far as the Company is aware, together are beneficially interested in 825,200,275 Ordinary Shares equivalent to 75.07% of the issued share capital of the Company) requesting that a special general meeting of the Company be held to seek approval of its Shareholders to cancel admission of the Company's Ordinary Shares to trading on AIM.

 

The Majority Shareholders have confirmed to Namakwa that they will vote in favour of the Resolution and, in light of this and the Company's understanding as to their shareholdings, it is clear that the Resolution would be passed.

The Resolution now being proposed at the Special General Meeting (which is to be held on 12 March 2013) will require the approval of not less than 75% of those Shareholders (being entitled to do so) voting in person or by proxy at the Special General Meeting. 

 

As stated above, the Majority Shareholders:

·    are understood to hold more than 75% of the Ordinary Shares; and

·    have indicated they will vote in favour of the Resolution.

This means that the Resolution will be passed in any circumstances assuming that the Majority Shareholders vote in the way they have confirmed they intend to.

 

The Company is incorporated in Bermuda. As a result, the provisions of the City Code do not apply to the Company and Shareholders are not entitled to the protections afforded by the City Code.

 

Independent Committee

As Messrs. Holden and Kravets were nominated as Directors of the Company by Jarvirne Limited, the Board formed a Committee of Directors unconnected to the Majority Shareholders (consisting of Melissa Sturgess, Robert Reid and Craig Campbell) ("Independent Committee") in order to deal with all matters relating to the Cancellation.

 

Effect of the Cancellation on Shareholders 

The principal effects of the Cancellation, if approved, would be:

 

•          there would no longer be a formal market mechanism enabling Shareholders to trade their Ordinary Shares and no price will be publicly quoted for the Ordinary Shares. As such, holdings of Ordinary Shares would be unlikely to be easily capable of sale and would be difficult to value;

•          the Company would not be bound to announce material events, nor to announce interim results.  Further, the Company will not be bound by the AIM Rules; and

•          the Bermuda Monetary Authority exemption applicable to the Company (permitting transfers of Ordinary Shares without being subject to the Bermuda corporate service provider's know your client ("KYC") processes) would no longer apply to the issue or transfers of Ordinary Shares.  Accordingly, Shareholders would, subject to certain exemptions, be likely to be required to follow certain additional procedures in respect of the transfer or issue of Ordinary Shares by or to them. Further details are contained in the circular.

 

Governance following the Cancellation

Notwithstanding the Cancellation, the Company would continue to be obliged to publish annual reports and accounts and hold Annual General Meetings and other Special General Meetings in accordance with Bermuda law and its existing Bye-laws.

 

Share trading facility following Cancellation

The Independent Committee is aware that, following the proposed Cancellation, Shareholders may still wish to dispose of their Ordinary Shares and understands that the Majority Shareholders may seek to enter into discussions with third party providers in connection with the potential to establish and maintain a matched bargain settlement facility. Further information regarding any such matched bargain settlement facility, once available to the Board, will be made available to Shareholders on the Company's website.

 

Record Date

To be entitled to attend and vote at the Special General Meeting (and for the purpose of the determination by the Company of the votes that may be cast), Shareholders must have been registered on the register of members at 6:00 p.m. on 22 February 2013 (or, in the event of any adjournment, on the date which is two days before the time of the adjourned meeting). Changes to the register of members after the relevant deadline shall be disregarded in determining the rights of any person to attend and vote at the meeting.

 

Special General Meeting

Notice convening the Special General Meeting, to be held at the offices of Taylor Wessing LLP at 5 New Street Square, London EC4A 3TW at 10:30 a.m. (London time) on 12 March 2013, has been circulated to the Shareholders.

 

The Resolution in the notice proposes the Cancellation. Under the AIM Rules, it is a requirement that any cancellation of shares to trading on AIM must be approved by not less than 75% of votes cast by shareholders at a general meeting. Accordingly, the Resolution is proposed as a special resolution of the Company and, as such, it requires the approval of not less than 75% of the votes cast by Shareholders (being entitled to do so) voting in person or by proxy at the Special General Meeting. The Majority Shareholders (who are understood to hold between them, in aggregate, over 75% of the Ordinary Shares) have indicated to the Company that they intend to vote in favour of the Resolution.

 

The Company has notified the London Stock Exchange of the proposed Cancellation and, subject to Shareholder approval, it is expected that the cancellation of the admission of the Company's Shares to trading on AIM will be effective from 7:00 a.m. on 25 March 2013.

 

Recommendation

Given the understanding that the Majority Shareholders hold, in aggregate, over 75% of the Ordinary Shares and have indicated to the Company their intention to vote in favour of the Resolution, the Independent Committee believes that it is in the best interests of the Company that the Special General Meeting be called to consider and, if the Shareholders deem appropriate, approve the Resolution, and make no further recommendations in respect of the Cancellation or the related Resolution.

 

Definitions

The following definitions apply throughout this announcement unless the context otherwise requires:

 

AIM

the AIM market operated by the London Stock Exchange

AIM Rules

The AIM Rules for Companies whose securities are admitted to trading on AIM, as published by the London Stock Exchange from time to time

Bye-laws

the bye-laws of Namakwa

Cancellation

the cancellation of admission of the Ordinary Shares to trading on AIM becoming effective in accordance with Rule 41 of the AIM Rules

City Code

The UK City Code on Takeovers and Mergers

CREST

the system of paperless settlement of trades and the holding of uncertified shares of which Euroclear UK & Ireland Limited is the operator

Company or Namakwa

Namakwa Diamonds Limited

Depository

Capita IRG Trustees Limited

Depository Interests

the dematerialised depository interests in respect of and representing on a one-for-one basis Ordinary Shares issued by the Depository

Depository Interest Holders or DI Holders

holders of Depository Interests

Directors or Board

the directors of the Company

Form of Direction

the form of direction for use by DI Holders in relation to voting on the Resolution to be proposed at the Special General Meeting

Form of Proxy

the form of proxy for use by Shareholders in relation to voting on the Resolution to be proposed at the Special Meeting

Independent Committee

an independent committee of the Board comprising Melissa Sturgess, Robert Reid and Craig Campbell

London Stock Exchange

London Stock Exchange plc

Ordinary Shares

the ordinary shares of US$0.000625 each in the capital of the Company

Shareholder or Shareholders

the holder(s) of Ordinary Shares and/or, as the context may require, holder(s) of Depository Interests representing Ordinary Shares

Special General Meeting

the Special General Meeting of the Company to be held at the offices of Taylor Wessing LLP at 5 New Street Square, London, EC4A 3TW at 10:30 a.m. on 12 March 2013, or any adjournment thereof

 

Enquiries:

 

Namakwa Diamonds

Shore Capital

Theo Botoulas

+27 11 334 8886

Pascal Keane

+44 20 7408 4090



Tavistock Communications


Simon Hudson/Kelsey Traynor

+44 20 7920 3150


 

About Namakwa Diamonds Limited

Namakwa is a diamond resource group, which seeks to extract maximum value from the marketing and sale of Group mined and contracted production.

 

The Group's mining activities are focused on the Kao mine in Lesotho.  Operated by Storm Mountain Diamonds, the Kao Main Pipe Complex represents a resource endowment of c.183Mt of kimberlite ore containing c.11.6M carats ("cts") (3.3Mcts Indicated and 8.3Mcts at Inferred levels of confidence), with an additional c.1.7Mcts at a Deposit level of confidence, in which Namakwa holds a 62.5% interest. The other shareholders are the Government of Lesotho (25%) and Kimberlite Investments Lesotho Limited (12.5%).

 

The Group also maintains alluvial mining operations in the North West Province of South Africa and resource-development and exploration assets in the Northern Cape Province of South Africa and in the offshore marine environment of Namibia. These combined resources add a further c.6.9Mcts at Indicated and Inferred levels of confidence to the Group's Global Resource Inventory which stands at  18, 535, 700 carats as at 31 August 2012. Namakwa is listed on the AIM market of the London Stock Exchange under the ticker symbol NAD.

 

-ends-

 


This information is provided by RNS
The company news service from the London Stock Exchange
 
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Circular and Notice of Meeting - RNS