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| Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
|---|---|---|---|---|---|
| Firestone Diamonds Plc | LSE:FDI | London | Ordinary Share | GB00BKX59Y86 | ORD 1P |
| Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|---|---|
| 0.00 | 0.00% | 0.20 | 0.15 | 0.25 | 0.00 | 01:00:00 |
| Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
|---|---|---|---|---|---|
| 0 | 0 | N/A | 0 |
From Apr 2019 to Apr 2024
TIDMFDI
RNS Number : 1375Y
Firestone Diamonds PLC
01 December 2017
This announcement contains inside information for the purposes of article 7 of Regulation 596/2014.
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA, THE REPUBLIC OF IRELAND, NEW ZEALAND OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES IN FIRESTONE PLC OR ANY OTHER ENTITY IN ANY JURISDICTION.
1 December 2017
Firestone Diamonds plc
("Firestone" or the "Company") (AIM: FDI)
Results of Firm Placing and Placing
Notice of General Meeting
Firestone Diamonds plc, the AIM-quoted diamond mining company, is pleased to announce the results of the Firm Placing and Placing initially announced earlier today.
-- 147,888,528 Firm Placing Shares have been conditionally placed at 10 pence per New Ordinary Share (the "Issue Price") to raise, in aggregate, gross proceeds of GBP14.8 million (US$20 million).
-- A further 36,954,356 Placing Shares, subject to clawback under the Open Offer, have been conditionally placed at the Issue Price to raise additional gross proceeds of GBP3.7 million (US$5 million). The Open Offer will provide Qualifying Shareholders with an opportunity to participate in the Fundraising at the Issue Price.
-- The Issue Price represents a discount of 49.4 per cent. to the Closing Price on 30 November 2017.
-- The Fundraising is conditional, inter alia, on the passing of the Resolutions at the General Meeting to be held at 10.00 a.m. on 20 December 2017. Application will be made to the London Stock Exchange for the New Ordinary Shares to be admitted to trading on AIM. It is expected that Admission will occur on or around 21 December 2017.
-- The net proceeds of the Fundraising will be used, inter alia, to fund on-going operations at the Liqhobong Diamond Mine.
A circular setting out details of the proposed Fundraising and giving notice of the General Meeting to approve these proposals will be sent to Shareholders later today and will also be available in due course on the Company's website: www.firestonediamonds.com.
For more information contact:
Firestone Diamonds plc +44 (0)20 8741 Stuart Brown 7810 Macquarie Capital (Europe) Limited (Nomad and Broker) Nick Stamp Nicholas Harland +44 (0)20 3037 Guy de Freitas 2000 Tavistock (Public and Investor Relations) +44 (0)20 7920 Simon Hudson 3150 Jos Simson +44 (0)7788 554 Barney Hayward 035
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Hot Features
Premium
2017
Record Date and time for entitlement 5.30 p.m. on
under the Open Offer 30 November
Announcement of the Firm Placing and 1 December
the Placing and Open Offer
Announcement of the results of the 1 December
Firm Placing and the Placing
Dispatch of the Circular, the Forms 1 December
of Proxy to Qualifying Shareholders
and Application Forms to Qualifying
Non-CREST Shareholders
Existing Ordinary Shares marked 'ex' 4 December
entitlement by the London Stock Exchange
Basic Entitlements and Excess Entitlements 5 December
credited to CREST accounts of Qualifying
CREST Shareholders
Recommended latest time and date for 4.30 p.m. on
requesting withdrawal of Basic Entitlements 13 December
and Excess Entitlements from CREST
Latest time and date for depositing 3.00 p.m. on
Basic Entitlements and Excess Entitlements 14 December
into CREST
Latest time and date for splitting 3.00 p.m. on
Application Forms (to satisfy bona 15 December
fide market claims only)
Latest time and date for receipt of 10.00 a.m. on
Forms of Proxy for the General Meeting 18 December
Latest time and date for receipt of 11.00 a.m. on
completed Application Forms from Qualifying 19 December
Shareholders and payment in full under
the Open Offer or settlement of relevant
CREST instructions (as appropriate)
General Meeting 10.00 a.m. on
20 December
Announcement of results of the General 20 December
Meeting and the Open Offer
Expected date of Admission and commencement 21 December
of dealings in New Ordinary Shares
Expected date for CREST accounts to 21 December
be credited with New Ordinary Shares
Share certificates in relation to New 29 December
Ordinary Shares dispatched by
Notes:
Each of the times and dates set out in the above timetable and mentioned in this announcement is subject to change by the Company (with the agreement of Macquarie), in which event details of the new times and dates will be notified to the London Stock Exchange and the Company will make an appropriate announcement to a Regulatory Information Service.
References to times in this announcement are to London times unless otherwise stated.
Different deadlines and procedures for applications may apply in certain cases. For example, if Qualifying Shareholders hold their Ordinary Shares through a CREST member or other nominee, that person may set an earlier date for application and payment than the dates noted above.
FUNDRAISING STATISTICS
Closing Price(1) 19.75 pence Issue Price 10 pence Number of Existing Ordinary Shares in issue on the Record Date 320,271,086 Number of Firm Placing Shares 147,888,528 Number of Open Offer Shares 36,954,356 Open Offer Basic Entitlement 3 Open Offer Shares for every 26 Existing Ordinary Shares Number of New Ordinary Shares 184,842,884 Enlarged Issued Share Capital immediately following Admission 505,113,970 Gross proceeds of the Firm Placing GBP14.8 million Gross proceeds of the Open Offer GBP3.7 million Estimated net proceeds of the Fundraising GBP17.8 million Percentage of the Enlarged Issued Share Capital represented 36.6 per cent. by the New Ordinary Shares ISIN of the Existing Ordinary Shares (and the New Ordinary GB00BKX59Y86 Shares to be admitted to trading following the Fundraising) SEDOL of the Existing Ordinary Shares (and the New Ordinary BKX59Y8 Shares to be admitted to trading following the Fundraising) ISIN of the Open Offer Entitlements GB00BF0W1859 ISIN of the Excess Open Offer Entitlements GB00BF0W1966 Legal Entity Identifier (LEI) 2138001NJUREOWJ89O78
Assuming no Ordinary Shares are issued between the date of this announcement and Admission.
(1) Closing Price on 30 November 2017, being the latest practicable date prior to the announcement of the Fundraising.
1 INTRODUCTION
The Company has raised GBP18.5 million (US$25 million) before expenses comprising a Firm Placing of GBP14.8 million (US$20 million) and a Placing, subject to clawback under an Open Offer, of GBP3.7 million (US$5 million) through the issue of 184,842,884 New Ordinary Shares at an issue price of 10 pence per New Ordinary Share in order, inter alia, to fund on-going operations at the Liqhobong Diamond Mine.
The Board is grateful for the continued support of its major Shareholders who have conditionally subscribed for the significant majority of the Fundraising.
The Issue Price represents a discount of 49.4 per cent. to the Closing Price on 30 November 2017 (the latest practicable date prior to the announcement of the Fundraising). Application will be made to the London Stock Exchange for the New Ordinary Shares to be admitted to trading on AIM. It is expected that Admission will occur on or around 21 December 2017. The Firm Placing, Placing and the Open Offer are conditional, inter alia, on the passing of the Resolutions at the General Meeting. Shareholder approval will be sought in respect of the Firm Placing, Placing and the Open Offer at the General Meeting which is convened for 10.00 a.m. on 20 December 2017 at 4 More London Riverside, London SE1 2AU.
The Directors recognise the importance of pre-emption rights to Shareholders and the Open Offer provides Qualifying Shareholders with an opportunity to participate in the proposed issue of New Ordinary Shares at the Issue Price. RCF, Pacific Road and Edwards Family Holdings have undertaken not to subscribe for any New Ordinary Shares under the Open Offer in order to allow for other Qualifying Shareholders to apply for Excess Shares under the Excess Application Facility.
The Company also announced earlier today that it has:
-- formulated a revised mine plan to better cater for the current lower-than-expected diamond sale results in order to ensure the Company can mine sustainably should the lower average diamond values being achieved persist; and
-- reached agreement in principle with its lender, ABSA Bank Limited ("ABSA"), conditionally upon completion of the Fundraising and approval of both commercial and political risk insurance by the Export Credit Insurance Corporation of South Africa ("ECIC"), to, inter alia, defer capital repayments under the ABSA Debt Facility for a period of 18 months from 1 January 2018 to 30 June 2019 and extend the final maturity date by 30 months to December 2023.
2 BACKGROUND TO AND REASONS FOR THE FUNDRAISING AND USE OF PROCEEDS
Firestone is a diamond mining company with operations focused in Lesotho. Firestone commenced production at the Liqhobong Diamond Mine in Lesotho in October 2016. Liqhobong is owned 75 per cent. by Firestone and 25 per cent. by the Government of Lesotho. Lesotho is emerging as one of Africa's significant new diamond producers, hosting Gem Diamonds' Letseng Mine, Firestone's Liqhobong Diamond Mine and Namakwa Diamond's Kao Mine.
As announced on 29 September 2017, the Company has achieved lower than expected diamond prices in its sales for the last two quarters. Notwithstanding an improvement in the average diamond value received at the most recent sale on 9 October 2017 of US$83 per carat, the Liqhobong Diamond Mine is still being affected by the combination of lower than expected occurrence of larger, better quality diamonds and on-going subdued market conditions for the lower quality diamonds.
The Liqhobong Diamond Mine is in the early stages of production. A degree of variability is to be expected during this period, particularly as mining operations are yet to access all of the areas of the ore body in a proportionate way. Since commencing operations in October 2016, around 0.6 million carats have been sold at an average value of US$82 per carat. This compares to the Company's updated definitive feasibility study in 2013 which was based on an estimated average base case value of US$107 per carat.
It was also announced on 29 September 2017 that the Company would require additional financing as well as a restructuring of its near-term debt obligations should it continue to achieve the current levels of diamond pricing. The Company has had productive discussions with its lender ABSA and its major Shareholders, the conclusion of which has been that the Fundraising, in conjunction with the amendments to the ABSA Debt Facility, is the best way to protect the interests of all stakeholders whilst enabling the Company, in the short term, to transition to a nine-year mine plan with higher near-term cash generation.
The revised mine plan will be focused in the near term on mining and treating ore over the whole ore body to obtain a more representative footprint than has been possible to date, as well as increasing the opportunity for the recovery of large gem stones which, by nature, are typically scarce and unpredictable. In the medium term, the Company will also be able to retain the flexibility to revert to the original 14-year plan should diamond prices recover materially.
The Fundraising, in conjunction with the amendments to the ABSA Debt Facility, is being undertaken in order to provide additional working capital to insulate the Company against any on-going weakness in the diamond market and any sustained under-recovery of larger, higher quality diamonds whilst, at the same time, allowing it to develop to a point where Liqhobong's long term potential is better understood. Using a low-case diamond price assumption of US$75 per carat, the Directors anticipate that including the net proceeds of the Fundraising and the 18 month standstill on the ABSA Debt Facility capital repayments, Liqhobong will be cash flow break even after servicing all interest on the ABSA Debt Facility, working costs and stay in business capital as well as the necessary small corporate overhead.
The net proceeds of the Fundraising will be used:
-- to fund mining activities and to provide sufficient headroom while diamond market prices remain subdued, thereby enabling the Company to achieve its objective of better understanding the true potential of the ore body;
-- to service the December 2017 capital repayment of US$5.2 million under the ABSA Debt Facility
-- to fund the debt service reserve account with US$4.6 million in respect of the interest due under the ABSA Debt Facility during the standstill period; and
-- for other general on-going working capital expenditure.
The Company will continue to review, on an on-going basis, the quality of stones recovered and realised diamond values. The Directors believe that by adopting the shorter nine-year mine plan, with the benefit of the flexibility of reverting to the longer 14-year plan, the Company will be best positioned to operate on a sustainable basis should the lower average diamond values persist with the optionality of taking advantage of the longer life of mine should the average diamond values received increase or should there be an improvement in market conditions.
3 REVISED MINE PLAN
The Company has formulated a revised nine-year mine plan in conjunction with its technical advisers which it believes will deliver the best returns in the medium term at low risk whilst at the same time offering optionality of taking advantage of the longer life of mine should the average diamond values increase or should there be an improvement in market conditions. Should this occur, the Company will be able to revert to the original 14-year mine plan. The revised plan is over a shorter nine-year period and involves the stripping of 76.0 million fewer waste tonnes. The Directors believe, following completion of the Fundraise and the amendment to the ABSA Debt Facility, Liqhobong will be cash generative at an operational level using the revised plan. Furthermore, over the following 18 months, the mining in the pit will cover a far more representative area of the ore, which the Directors expect to improve the likelihood of recovering higher quality stones and, in turn, provide a truer representation of diamond quality and pricing than has been possible from the production at Liqhobong to date.
Item Unit Existing Revised Difference
mining plan mining plan
(2015) (2017)
-------------------------------- ------------- ------------ ------------ ----------
Ore mined/treated mt 50.9 32.9 (18.0)
-------------------------------- ------------- ------------ ------------ ----------
Waste mined mt 105.0 29.0 (76.0)
-------------------------------- ------------- ------------ ------------ ----------
Total mined mt 155.9 61.9 (94.0)
-------------------------------- ------------- ------------ ------------ ----------
Average strip ratio Waste/ore 2.1 0.9 (1.2)
-------------------------------- ------------- ------------ ------------ ----------
Plant capacity mtpa 3.6 3.6 -
-------------------------------- ------------- ------------ ------------ ----------
In-situ grade cpht 27.3 23.5 (3.8)
-------------------------------- ------------- ------------ ------------ ----------
Average annual production mcts pa 1.0 0.9 (0.1)
-------------------------------- ------------- ------------ ------------ ----------
Opex cost ZAR/t treated 192.9 175.5 (17.4)
-------------------------------- ------------- ------------ ------------ ----------
Opex cost US$/t treated 14.5 13.0 (1.5)
-------------------------------- ------------- ------------ ------------ ----------
Steady state operating exp. US$/carat 53.2 55.2 2.0
-------------------------------- ------------- ------------ ------------ ----------
Royalty % 7% 5% (2%)
-------------------------------- ------------- ------------ ------------ ----------
Diamond price escalation (real) % 3% 3% -
-------------------------------- ------------- ------------ ------------ ----------
Total carats Million 13.9 7.7 (6.2)
-------------------------------- ------------- ------------ ------------ ----------
Life of open pit mine Years 14 9 (5)
-------------------------------- ------------- ------------ ------------ ----------
4 ILLUSTRATIVE EXAMPLES
Year-end cash position following completion of the Fundraising
The following table sets out illustrative examples of the Company's year-end cash position following completion of the Fundraising and amendment to the ABSA Debt Facility based on a US$75, US$80 and US$90 per carat diamond price and a number of other assumptions, the key ones of which are summarised below.
US$ Cash position at year end (US$m)
per
carat
diamond
price
FY18 FY19 FY20 FY21 FY22 FY23 FY24 FY25 FY26 FY27
US$75 11 12 13 12 12 10 17 38 67 80
US$80 13 18 24 29 33 35 45 70 104 118
US$90 18 31 47 61 75 84 102 135 178 196
The key assumptions to the illustrative examples above are:
-- US$ per carat diamond prices adjusted for real price inflation of 3 per cent. per annum);
-- Liqhobong operating assumptions consistent with the revised mine plan; -- ZAR:US$ exchange rate of ZAR13.50:US$1; -- maintenance capex of US$2 million in FY2018, c.US$1 million for FY2019 to FY 2026;
-- US$25 million capital raise and 18 month debt standstill (capital repayment) from January 2018 to 30 June 2019;
-- opening cash balance of US$4.3 million on 1 October 2017;
-- additional net aggregate working capital inflows (dependent on timing of sales etc.) for FY18 to FY27 of c.US$2 million; and
-- only repayment of the ABSA Debt Facility modelled (i.e. excludes repayment of the Series A Bonds and the Series B Bonds).
Revised mine plan NPV
The following table sets out the indicative NPV of Liqhobong following completion of the Fundraising and amendment to the ABSA Debt Facility based on a US$75, US$80, US$90, US$100, US$110 and US$120 per carat diamond price and a number of other assumptions, the key ones of which are summarised below.
US$ per US$75 US$80 US$90 US$100 US$110 US$120 carat diamond price NPV (US$m) 114 141 195 240 284 328
The key assumptions to the indicative NPV of Liqhobong above are:
-- US$ per carat diamond prices adjusted for real price inflation of 3 per cent. per annum;
-- Liqhobong operating assumptions consistent with the revised mine plan; and
-- NPV before the repayment of the ABSA Debt Facility, the Series A Bonds and the Series B Bonds.
The information used to prepare the illustrative examples above has been compiled from a number of sources. The illustrative examples have not been audited and are based on a number of assumptions (including the key assumptions set out above). The illustrative examples do not constitute profit forecasts and the Company's actual cash position at year-end and/or NPV will be based on a number of factors, including future diamond price and exchange rates, which, if different from the assumptions above would result in the Company's actual cash position at year-end and/or NPV being materially different from the tables set out above.
5 TRADING UPDATE
The Liqhobong Diamond Mine
Liqhobong construction was largely completed on-time and on-budget in October 2016 without a single lost time injury. Plant commissioning and ramp up activities were completed in June 2017 and steady state commercial production was reached at the end of June 2017. 365,891 carats were recovered during FY 2017, whilst diamond sales for the financial year saw 310,376 carats sold, generating total sale proceeds of US$27.8 million, achieving an average value of US$90 per carat. The Company has now reached over five million man-hours worked whilst maintaining its record of zero lost time injuries.
Of the 2,878,952 tonnes treated for the twelve months to 30 September 2017, 80 per cent. came from the lower grade K2 material in the pit with some dilution, seven per cent. came from the K4 material also with some dilution, 13 per cent. came from K5 and coming from historic mixed stockpiles used during the initial commissioning stages.
Summary of sales and diamond market update*
Q3 FY 2017 Q4 FY 2017 Q1 FY 2018 Q2 FY 2018
Carats sold 127,590 182,786 195,330 69,193 cts
cts cts cts
Total sales US$13.7m US$14.1m US$13.5m US$5.7m
Average value US$107/ct US$77/ct US$69/ct US$83/ct
*Two sales per quarter except Q2 FY 2018 (one sale).
As reported in the 29 September 2017 operational update, the Company believes that the widely reported November 2016 Indian de-monetisation programme continues to impact diamond pricing, in particular in the market for smaller stones that comprise the bulk of the run-of-mine goods sold in the Company's sales to date. The initial impact of the de-monetisation was a drop in prices as a result of demand reduction, which has been exacerbated by an oversupply of goods that has since kept pricing at depressed levels.
It was encouraging that the Company's October 2017 sale saw an improvement in pricing for both finer sized stones and larger stones and included the sale of a 133 carat gem-quality light yellow diamond (the largest diamond recovered at Liqhobong to date).
Near-term headwinds aside, the Directors believe that the long-term fundamentals of the diamond sector remain strong.
6 SUMMARY OF THE GROUP'S FINANCING ARRANGEMENTS 6.1 The ABSA Debt Facility
As announced on 11 April 2014, ABSA granted the Group a project debt finance facility of up to US$82.4 million for the construction and commissioning of Liqhobong. The terms of the ABSA Debt Facility included a total term of 6.5 years, with an 18 month draw down period for construction and with the repayment of capital occurring in the final 4.5 years of the loan term.
ABSA has agreed, in principle, to (i) an 18 month debt standstill on capital repayments for the period from 1 January 2018 to 30 June 2019; and (ii) an extension of the final maturity date by 30 months to December 2023. The financial covenants and definition of financial completion in the ABSA Debt Facility would also be revised to reflect the revised mine plan and remaining life of the facility and the cash sweep would be increased from 40 per cent. to 50 per cent. after provision for sufficient working capital. A credit review will be held in twelve months' time to assess actual performance against expectations and consider additional restructuring actions if necessary. ABSA will also have the ability to call a credit review before December 2018 or to declare default in the event of average diamond values for three consecutive sales being below US$70 per carat, which is below the base case value of US$75 per carat adopted by ABSA for measurement during the standstill period. The Company also expects an increase of between 0.25 per cent. and 0.5 per cent. in the margin rates payable, together with a potential increase in the ECIC premium (depending on the outcome of the ECIC review). These amendments are conditional, inter alia, on:
-- approval of both commercial and political risk insurance by the ECIC; -- the Company raising at least US$20 million pursuant to the Fundraising;
-- the Company's debt service reserve account to be expanded to cover 18 months' interest during the standstill period; and
-- other customary conditions standard for facilities of this nature including documentation and the signing of material contracts.
An illustrative comparison of the scheduled capital repayment profiles of the existing and proposed ABSA Debt Facility are set out in the table below.
FY18 FY19 FY20 FY21 FY22 FY23 FY24
Existing
ABSA Debt
Facility
(US$m) 19.5 22.1 20.3 15.9 - - -
Proposed
ABSA Debt
Facility
(US$m) 9.9 1.9 10.2 14.0 21.2 11.5 9.0
The Company believes that good progress is being made in relation to satisfying the conditions precedent for such amendments.
6.2 The Series A Bonds
As previously announced, on 26 May 2014, the Company entered into the Mezzanine Facility whereby US$15.0 million was agreed to be provided by each of Pacific Road and RCF (US$30.0 million in aggregate). The Mezzanine Facility has an interest rate of 8.0 per cent. per annum payable quarterly in arrears. All interest payments are payable in cash save that the Group may, at its discretion, provided that no event of default is subsisting and no requirement under Rule 9 of the Takeover Code to make a mandatory offer would be triggered, elect to satisfy such payment by way of the issue of new Ordinary Shares at an issue price equal to the 20 day VWAP of an Ordinary Share. The Mezzanine Facility is repayable on 20 August 2022.
On 24 April 2015 it was announced that the Mezzanine Facility was being restructured by way of an issue of quoted Eurobonds and, accordingly, the Company issued US$30.0 million principal amount of Series A Bonds. The Series A Bonds have the same commercial terms (described in the Company's circular to Shareholders dated 24 April 2015) as the Mezzanine Facility.
As at the date of this announcement, the Company has issued 5,936,792 new Ordinary Shares and 5,341,480 new Ordinary Shares to RCF and Pacific Road respectively to satisfy the payment of interest under the Series A Bonds and it is currently the Directors intention to continue to issue Ordinary Shares to satisfy such interest payments.
As part of the funding package provided by RCF and Pacific Road, each received 2014 Warrants entitling each of them to subscribe for 24,393,218 new Ordinary Shares.
6.3 The Series B Bonds
As previously announced, under the terms of the ABSA Debt Facility, the Company was required to secure a separate standby debt facility to fund any potential cost over-runs or delays in respect of the Liqhobong Diamond Mine, to remain in place until the mine achieved technical and financial completion. RCF agreed to provide this facility by agreeing to subscribe for Series B Bonds.
Following the amendment and restatement of the Series B Bonds announced on 22 June 2017, the Company was granted put options by RCF to require RCF to purchase any or all of the Series B Bonds at a price of US$1,000 per Series B Bond in minimum drawdowns of US$2.0 million (and thereafter in US$1 million increments), up to a maximum of US$15.0 million.
As at the date of this announcement the Company has issued US$7.0 million Series B Bonds to RCF with a further US$8.0 million of Series B Bonds available.
In order to facilitate the ability of the holder of the Series B Bonds to elect to receive new Ordinary Shares, as opposed to cash on the redemption of the Series B Bonds by the Company, the Company agreed that, upon the issue of a Series B Bond, the Company will also issue RCF with Series B Warrants. The Series B Warrants are attached to the Series B Bonds and, on redemption of the Series B Bonds by the Company, RCF (or any third party to whom the Series B Bonds have been transferred) may exercise the Series B Warrants such that they will receive such number of new Ordinary Shares as is equal to the applicable redemption amount divided by the applicable exercise price, as opposed to the applicable redemption amount in cash.
Further details of the Series B Bonds and the Series B Warrants are contained in the Company's circular to Shareholders dated 24 April 2015 and its announcement dated 22 June 2017.
7 FINAL RESULTS FOR THE YEARED 30 JUNE 2017
The Company announced its final results for the year to 30 June 2017 earlier today. A copy of the final results is available on the Company's website at www.firestonediamonds.com. Shareholders should read those results in full before making any application for Open Offer Shares.
8 DETAILS OF THE FUNDRAISING
The Company has conditionally raised GBP18.5 million (US$25 million) before expenses, comprising: (i) a Firm Placing to raise GBP14.8 million; and (ii) a Placing, subject to clawback under an Open Offer, to raise an additional GBP3.7 million, in each case through the issue of New Ordinary Shares at the Issue Price. The New Ordinary Shares will represent 36.6 per cent. of the Enlarged Issued Share Capital. Macquarie, as agent of the Company, has conditionally placed the Firm Placing Shares and the Placing Shares at the Issue Price pursuant to the Placing and Open Offer Agreement. The Fundraising is not underwritten.
Qualifying Shareholders are being offered the right to subscribe for Open Offer Shares in accordance with the terms of the Open Offer. Qualifying Shareholders are not being offered the right to subscribe for the Firm Placing Shares.
The Board considers the Firm Placing, Placing and the Open Offer to be an appropriate fundraising structure, providing certainty of funds to complete the plans outlined above whilst providing existing Shareholders with the opportunity to participate in the Fundraising through the Open Offer.
The terms and conditions of the Open Offer are set out in Part 2 of the Circular.
All elements of the Fundraising have the same Issue Price. The Issue Price of 10 pence per New Ordinary Share represents a 49.4 per cent. discount to the Closing Price of 19.75 pence per Existing Ordinary Share on 30 November 2017 (being the latest practicable date prior to the publication announcement of the Fundraising). The Issue Price has been set by the Directors following their assessment of market conditions and following discussions with its major Shareholders. The Directors are in agreement that the level of discount and method of issue are appropriate to secure the investment necessary.
Firm Placing
Macquarie, as agent for the Company and pursuant to the Placing and Open Offer Agreement, has conditionally placed the Firm Placing Shares at the Issue Price to raise gross proceeds of GBP14.8 million. The Firm Placing Shares represent approximately 80.0 per cent. of the New Ordinary Shares and have been placed with institutional and other investors, including RCF and Pacific Road. The Firm Placing Shares are not subject to clawback.
Placing and Open Offer
The Directors recognise the importance of pre-emption rights to Shareholders and consequently 36,954,356 Open Offer Shares are being offered to existing Shareholders by way of the Open Offer. The Open Offer provides Qualifying Shareholders with an opportunity to participate in the Fundraising by subscribing for their respective Basic Entitlements and Excess Entitlements. RCF, Pacific Road and Edwards Family Holdings have undertaken not to subscribe for any New Ordinary Shares under the Open Offer in order to allow for other Qualifying Shareholders to apply for Excess Shares under the Excess Application Facility.
As part of the Placing and Open Offer, Macquarie as agent for the Company and pursuant to the Placing and Open Offer Agreement has conditionally placed the Placing Shares with Placees who have agreed to subscribe for the Placing Shares at the Issue Price.
Subject to the fulfilment of the conditions set out below and in Part 2 of the Circular, Qualifying Shareholders are being given the opportunity to subscribe for Open Offer Shares under the Open Offer at the Issue Price, payable in full on application and free of all expenses, pro rata to their existing shareholdings on the following basis:
3 Open Offer Shares for every 26 Existing Ordinary Shares
Open Offer Entitlements under the Open Offer will be rounded down to the nearest whole number and any fractional entitlements to Open Offer Shares will not be allocated and will be disregarded. Qualifying Shareholders with holdings of Existing Ordinary Shares in both certificated and uncertificated form will be treated as having separate holdings for the purpose of calculating their Basic Entitlement.
If Qualifying Shareholders have sold or otherwise transferred all of their Existing Ordinary Shares after the ex-entitlement Date, they shall not entitled to participate in the Open Offer.
The Open Offer is not a rights issue. Qualifying CREST Shareholders should note that, although the Open Offer Entitlements will be admitted to CREST and be enabled for settlement, applications in respect of entitlements under the Open Offer may only be made by the Qualifying Shareholder originally entitled or by a person entitled by virtue of a bona fide market claim raised by Euroclear's Claims Processing Unit. Qualifying Non-CREST Shareholders should note that the Application Form is not a negotiable document and cannot be traded. Qualifying Shareholders should be aware that under the Open Offer, unlike in a rights issue, any New Ordinary Shares not applied for will not be sold in the market or placed for the benefit of Qualifying Shareholders who do not apply under the Open Offer, but will be placed with Placees pursuant to the Placing and Open Offer Agreement, and the net proceeds will be retained, for the benefit of the Company.
Application has been made for the Open Offer Entitlements of Qualifying CREST Shareholders to be admitted to CREST. It is expected that such Open Offer Entitlements will be admitted to CREST on 5 December 2017.
The Open Offer Entitlements will also be enabled for settlement in CREST on 5 December 2017 to satisfy bona fide market claims only. Applications through the CREST system may only be made by the Qualifying CREST Shareholder originally entitled or by a person entitled by virtue of a bona fide market claim.
Further details of the Open Offer and the terms and conditions on which it is being made, including the procedure for application and payment, are contained in Part 2 of the Circular and for Qualifying Non-CREST Shareholders on the Application Form. To be valid, Application Forms (duly completed) and payment in full for the Open Offer Shares applied for must be received by Link Asset Services, Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU, by no later than 11.00 a.m. on 19 December 2017.
Qualifying Non-CREST Shareholders will receive an Application Form with the Circular which sets out their maximum entitlement to Open Offer Shares as shown by the number of Basic Entitlements allocated to them.
Qualifying Shareholders are also being given the opportunity, provided that they take up their Basic Entitlements in full, to apply for Excess Entitlements through the Excess Application Facility.
Excess Application Facility
The Excess Application Facility will enable Qualifying Shareholders, provided that they take up their Basic Entitlements in full, to apply for Excess Entitlements. Qualifying Non-CREST Shareholders who wish to apply to acquire more than their Basic Entitlements should complete the relevant sections on the Application Form.
Qualifying CREST Shareholders will have Excess Entitlements credited to their stock account in CREST and should refer to paragraph 3.2 of Part 2 of the Circular for information on how to apply for Excess Entitlements pursuant to the Excess Application Facility. Applications for Excess Entitlements will be satisfied only and to the extent that corresponding applications by other Qualifying Shareholders are not made or are made for less than their Basic Entitlements and may be scaled back at the Company's absolute discretion.
Once subscriptions by Qualifying Shareholders under their Basic Entitlements have been satisfied, the Company shall, in its absolute discretion, determine whether or not to meet any applications for Excess Entitlements in full or in part and no assurance can be given that applications by Qualifying Shareholders under the Excess Application Facility will be met in full, in part or at all. Application will be made for the Basic Entitlements and Excess Entitlements in respect of Qualifying CREST Shareholders to be admitted to CREST.
It is expected that New Ordinary Shares issued pursuant to subscriptions by Qualifying Shareholders exercising their Basic Entitlements and Excess Entitlements will be admitted to CREST at 8.00 a.m. on 21 December 2017. Such New Ordinary Shares will also be enabled for settlement in CREST at 8.00 a.m. on 21 December 2017. Applications through the means of the CREST system may only be made by the Qualifying Shareholder originally entitled or by a person entitled by virtue of a bona fide market claim. Qualifying Non-CREST Shareholders will receive an Application Form with the Circular which sets out their entitlement to Open Offer Shares as shown by the number of Basic Entitlements allocated to them. Qualifying Non-CREST Shareholders should note that the Application Form is not a negotiable document and cannot be traded.
Qualifying CREST Shareholders will receive a credit to their appropriate stock accounts in CREST in respect of their Basic Entitlements on 5 December 2017. Qualifying CREST Shareholders should note that although the Basic Entitlements and Excess Entitlements will be admitted to CREST and be enabled for settlement, applications in respect of their Open Offer Entitlements may only be made by the Qualifying Shareholder originally entitled or by a person entitled by virtue of a bona fide market claim. If applications are made for less than all of the Open Offer Shares available, then the lower number of Open Offer Shares will be issued and any outstanding Basic Entitlements will lapse.
Further information on the Open Offer and the terms and conditions on which it is made, including the procedure for application and payment, are set out in Part 2 of the Circular. For Qualifying Non-CREST Shareholders, completed Application Forms, accompanied by full payment, should be returned by post, or by hand (during normal business hours only), to Link Asset Services, Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU so as to arrive as soon as possible and in any event so as to be received no later than 11.00 a.m. on 19 December 2017. For Qualifying CREST Shareholders the relevant CREST instructions must have been settled by no later than 11.00 a.m. on 19 December 2017.
Basis of allocation under the Fundraising
The Placing may be scaled back at the Company's absolute discretion in order to satisfy valid applications by Qualifying Shareholders under the Open Offer. The Open Offer is being made on a pre-emptive basis to Qualifying Shareholders. Any New Ordinary Shares that are available under the Open Offer and are not taken up by Qualifying Shareholders pursuant to their Open Offer Entitlements will be reallocated to the Placing.
The number of Placing Shares to be clawed back from Placees to satisfy valid applications by Qualifying Shareholders under the Open Offer will be calculated pro rata to each Placee's commitment to subscribe for Placing Shares.
Other information relating to the Fundraising
Each of the placing of the Firm Placing Shares, the Placing Shares and the issue of the Open Offer Shares is conditional, inter alia, upon Admission becoming effective by no later than 8.00 a.m. on 21 December 2017 (or such later time and/or date as Macquarie and the Company may agree being no later than 8.00 a.m. on 29 December 2017). The Placing is conditional on completion of the Open Offer.
The Open Offer is subject to the satisfaction, amongst other matters, of the following conditions on or before 21 December 2017 (or such time and date being no later than 8.00 a.m. on 29 December 2017, as the Company may decide):
-- Admission becoming effective by 8.00 a.m. on 21 December 2017 (or such later time or date not being later than 8.00 a.m. on 29 December 2017 as the Company may decide);
-- the Placing and Open Offer Agreement becoming unconditional in all respects and not having been terminated in accordance with its terms; and
-- the Resolutions having been duly passed without amendment at the General Meeting and the Resolutions becoming unconditional.
In the event that the Open Offer does not become unconditional by 8.00 a.m. on 21 December 2017 (or such later time and date as the Company may decide being no later than 8.00 a.m. on 29 December 2017), the Open Offer will lapse and application monies will be returned by post to the Applicant(s) at the Applicant's risk and without interest, to the address set out in the Application Form, within 14 days thereafter.
The New Ordinary Shares will, when issued and fully paid, rank pari passu in all respects with the Existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid after the date of Admission.
Settlement and dealings
Application will be made to the London Stock Exchange for the New Ordinary Shares to be admitted to trading on AIM. It is expected that Admission will become effective and that dealings will commence at 8.00 a.m. on 21 December 2017. Further information in respect of settlement and dealings in the New Ordinary Shares is set out in paragraph 7 of Part 2 of the Circular.
Overseas Shareholders
Certain Overseas Shareholders may not be permitted to subscribe for Open Offer Shares pursuant to the Open Offer and should refer to paragraph 6 of Part 2 of the Circular.
9 RELATED PARTY TRANSACTIONS 9.1 Participation in the Firm Placing by the Directors
The following Directors are subscribing for New Ordinary Shares at the Issue Price pursuant to the Fundraising:
Director No. of Ordinary No. of Ordinary No. of Ordinary Percentage
Shares held Shares subscribed Shares held of Enlarged
prior to pursuant following Issued Share
the Fundraising to the Fundraising completion Capital
of the Fundraising held following
completion
of the Fundraising
Lucio Genovese 2,846,944 739,372 3,586,316 0.71%
Stuart Brown 507,148 369,686 876,834 0.17%
Keith Johnson 282,997 110,906 393,903 0.08%
The Directors are subscribing for New Ordinary Shares directly with the Company and not as Placees.
9.2 Participation in the Fundraising by RCF and Pacific Road
RCF and Pacific Road currently hold 77,083,679 Ordinary Shares (24.07 per cent. of the existing issued ordinary share capital) and 76,488,367 Ordinary Shares (23.88 per cent. of the existing issued ordinary share capital) respectively, making them substantial shareholders in the Company for the purpose of the AIM Rules. RCF is subscribing for 44,362,292 Firm Placing Shares and 14,780,320 Placing Shares and Pacific Road is subscribing for 44,362,292 Firm Placing Shares and 14,780,320 Placing Shares and therefore these constitute related party transactions in accordance with Rule 13 of the AIM Rules. Following the Fundraising (and assuming no Placing Shares subscribed by RCF or Pacific Road are clawed-back under the Open Offer), RCF will hold 136,226,291 Ordinary Shares (26.97 per cent. of the Enlarged Issued Share Capital) and Pacific Road will hold 135,630,979 Ordinary Shares (26.85 per cent. of the Enlarged Issued Share Capital). The Directors (apart from Mr. Keith Johnson and Mr. Niall Young, who are RCF's nominee and Pacific Road's nominee on the Board respectively and therefore are not deemed to be independent) consider, having consulted with Macquarie, that the participation of RCF and Pacific Road in the Firm Placing is fair and reasonable insofar as Shareholders are concerned.
For the avoidance of doubt, following completion of the Fundraising: (i) RCF will continue to hold 2014 Warrants entitling them to subscribe for 24,393,218 new Ordinary Shares and the Series B Warrants; (ii) Pacific Road will continue to hold 2014 Warrants entitling them to subscribe for 24,393,218 new Ordinary Shares; and (iii) the Company currently intends to continue to issue new Ordinary Shares to RCF and Pacific Road to satisfy future payment of interest under the Series A Bonds.
10 GENERAL MEETING
The General Meeting of the Company is to be held at 10.00 a.m. on 20 December 2017, at the offices of 4 More London Riverside, London SE1 2AU. The General Meeting is being held for the purpose of considering and, if thought fit, passing the Resolutions in order to approve the Fundraising.
11 RECOMMATION AND VOTING INTENTIONS
The Board believe that the Fundraising is in the best interests of the Shareholders and the Company as a whole. Accordingly, the Directors unanimously recommend that Shareholders vote in favour of the Resolutions as they and Shareholders connected with them intend to do so in respect of their aggregate beneficial holdings of Ordinary Shares.
IMPORTANT INFORMATION
This announcement is for information purposes only and does not itself constitute an offer or invitation to underwrite, subscribe for or otherwise acquire or dispose of any securities in the Company and does not constitute investment advice.
Neither this announcement nor any copy of it may be taken or transmitted, published or distributed, directly or indirectly, into the United States, Australia, Canada, Japan or South Africa or to any persons in any of those jurisdictions or any other jurisdiction where to do so would constitute a violation of the relevant securities laws of such jurisdiction. Any failure to comply with this restriction may constitute a violation of United States, Australian, Canadian, Japanese or South African securities laws. The distribution of this announcement in other jurisdictions may be restricted by law and persons into whose possession this announcement comes should inform themselves about, and observe any such restrictions.
This announcement does not constitute, or form part of, any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for any Ordinary Shares or other securities in the United States (including its territories and possessions, any state of the United States and the District of Colombia (the United States or US)), Australia, Canada, Japan or South Africa or in any jurisdiction to whom or in which such offer or solicitation is unlawful.
The Fundraising and the distribution of this announcement and other information in connection with the Fundraising in certain jurisdictions may be restricted by law and persons into whose possession this announcement, any document or other information referred to herein, comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
In particular, the securities of the Company (including the New Ordinary Shares) have not been and will not be registered under the US Securities Act of 1933, as amended (the "Securities Act"), or under the securities laws or with any securities regulatory authority of any state or other jurisdiction of the United States, and accordingly the New Ordinary Shares may not be offered, sold, pledged or transferred, directly or indirectly, in, into or within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and the securities laws of any relevant state or jurisdiction of the United States. There is no intention to register any portion of the offering in the United States or to conduct a public offering of securities in the United States.
The New Ordinary Shares have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission or other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Fundraising or the accuracy or adequacy of this announcement. Any representation to the contrary is a criminal offence in the United States.
Macquarie Capital (Europe) Limited ("Macquarie") is authorised and regulated in the United Kingdom by the FCA, is acting as nominated adviser, sole bookrunner and broker to the Company in respect of the Fundraising. Macquarie is acting for the Company and for no-one else in connection with the Fundraising, and will not be treating any other person as its client, in relation thereto and will not be responsible for providing the regulatory protections afforded to its customers nor for providing advice in connection with the Fundraising or any other matters referred to herein and apart from the responsibilities and liabilities (if any) imposed on Macquarie by Financial Services and Markets Act 2000 (as amended) ("FSMA"), any liability therefor is expressly disclaimed. Any other person should seek their own independent legal, investment and tax advice as they see fit.
For the avoidance of doubt, Macquarie does not have any obligation to use its reasonable endeavours to place, as agent for the Company, any Firm Placing Shares subscribed directly with the Company at the Issue Price (as more particularly set out at paragraph 9 above) and references to Firm Placing Shares in this announcement shall be interpreted mutatis mutandis.
FORWARD LOOKING STATEMENTS
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", "predict" or other words of similar meaning. Examples of forward-looking statements include, amongst others, statements regarding or which make assumptions in respect of the planned use of the proceeds for the Fundraising, the Group's liquidity position, the future performance of the Group, future interest rates and currency controls, the Group's future financial position, plans and objectives for future operations and any other statements that are not historical fact. 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 interest rates and foreign exchanges rates, the policies and actions of governmental and regulatory authorities, changes in legislation, the further development of standards and interpretations under 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 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. These forward looking statements reflect the Company's judgement at the date of this announcement and are not intended to give any assurance as to future results. Except as required by the FCA, the London Stock Exchange, the AIM Rules 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.
References
All times referred to in this announcement are, unless otherwise stated, references to UK time.
All references in this announcement to "GBP", "pence" or "p" are to the lawful currency of the UK, references to "US$" are to the lawful currency of the United States and references to "ZAR" are to the lawful currency of the Republic of South Africa.
DEFINITIONS
The following definitions apply throughout this announcement, unless the context requires otherwise:
2014 Warrants warrants to subscribe for, in aggregate,
48,786,436 new Ordinary Shares, as
more particularly described in the
Company's circular dated 11 April
2014
ABSA ABSA Bank Limited, acting through
its Corporate Investment Banking
division
ABSA Debt Facility the US$82.4 million project debt
finance facility provided by ABSA
to LMDC
Admission admission of the New Ordinary Shares
to trading on AIM and such admission
becoming effective in accordance
with the AIM Rules
AIM the AIM market operated by the London
Stock Exchange
AIM Rules the AIM Rules for Companies and/or
the AIM Rules for Nominated Advisers
(as the context may require)
AIM Rules for the rules of AIM as set out in the
Companies publication entitled 'AIM Rules for
Companies' published by the London
Stock Exchange from time to time
AIM Rules for the rules of AIM as set out in the
Nominated Advisers publication entitled 'AIM Rules for
Nominated Advisers' published by
the London Stock Exchange from time
to time
Application the application form accompanying
Form the Circular to be used by Qualifying
Non-CREST Shareholders in connection
with the Open Offer
Basic Entitlement(s) the entitlement to subscribe for
Open Offer Shares, allocated to a
Qualifying Shareholder pursuant to
the Open Offer
Board or Directors the board of directors of the Company
for the time being
certificated the description of a share or other
or in certificated security which is not in uncertificated
form form (that is not in CREST)
Circular the Circular to be sent to Shareholders
on or around 1 December 2017 containing
details of the Fundraising and the
General Meeting
Closing Price the closing middle market quotation
of an Ordinary Share as derived from
the Daily Official List of the London
Stock Exchange
Company or Firestone Firestone Diamonds plc, a company
incorporated in England and Wales
with registered number 03589905 and
having its registered office at The
Triangle, 5 - 17 Hammersmith Grove,
London W6 0LG
CREST the relevant system (as defined in
the CREST Regulations) in respect
of which Euroclear is the Operator
(as defined in the CREST Regulations)
CREST Manual the compendium of documents entitled
"CREST Manual" issued by Euroclear
from time to time and comprising
the CREST Reference Manual, the CREST
Central Counterparty Service Manual,
the CREST International Manual, the
CREST Rules, the CCSS Operations
Manual and the CREST Glossary of
Terms
CREST Member a person who has been admitted by
Euroclear as a system member (as
defined in the CREST Regulations)
CREST Participant a person who is, in relation to CREST,
a system participant (as defined
in the CREST Regulations)
CREST Payment shall have the meaning given in the
CREST Manual
CREST Proxy the appropriate CREST message made
Instruction to appoint a proxy, properly authenticated
in accordance with Euroclear's specifications
CREST Regulations the Uncertificated Securities Regulations
2001 (as amended)
CREST Sponsor a CREST participant admitted to CREST
as a CREST sponsor
CREST Sponsored a CREST member admitted to CREST
Member as a sponsored member
ECIC Export Credit Insurance Corporation
of South Africa SOC LTD
Enlarged Issued the issued share capital of the Company
Share Capital immediately following Admission
EU the European Union
Eurobonds the Series A Bonds and/or Series
B Bonds, as appropriate
Euroclear Euroclear UK & Ireland Limited
Excess Application the facility pursuant to which Qualifying
Facility Shareholders may apply to subscribe
for such number of Open Offer Shares
in excess of their Basic Entitlements
Excess Entitlement(s) in respect of a Qualifying Shareholder,
the entitlement (provided that the
Qualifying Shareholder has agreed
to take up its Basic Entitlement
in full) to apply for Open Offer
Shares in excess of the Basic Entitlement
Existing Ordinary the 320,271,086 Ordinary Shares in
Shares issue at the Record Date
FCA the UK Financial Conduct Authority
Firm Placing the 146,668,564 new Ordinary Shares
Shares to be issued by the Company under
the Firm Placing at the Issue Price
and, where the context requires,
the 1,219,964 new Ordinary Shares
to be subscribed by certain Directors
as more particularly described at
paragraph 9.1 of this announcement
Firm Placing the placing of the 146,668,564 Firm
Placing Shares pursuant to the Placing
and Open Offer Agreement and, where
the context requires, the subscription
of 1,219,964 new Ordinary Shares
by certain Directors as more particularly
described at paragraph 9.1 of this
announcement
FSMA the UK Financial Services and Markets
Act 2000 (as amended)
Fundraising the Firm Placing, and the Placing
and Open Offer
General Meeting the general meeting of the Company
in relation to the Fundraising to
be held at 10.00 a.m. on 20 December
2017
Group the Company and/or its subsidiary
undertakings at the date of this
announcement (as defined in sections
1159 and 1160 of the Act)
ISIN International Securities Identification
Number
Issue Price 10 pence per New Ordinary Share
Lesotho the Kingdom of Lesotho
Lesotho Government the Government of the Kingdom of
Lesotho
Link Asset Services a trading name of Link Market Services
Limited, a company incorporated in
England and Wales with registered
number 02605568 and having its registered
office at The Registry, Beckenham,
Kent BR3 4TU
Liqhobong or the Liqhobong Diamond Mine which
Liqhobong Diamond is located in the Lesotho Highlands
Mine
LMDC Liqhobong Mining Development Company
(Pty) Limited, which is 75 per cent.
owned by the Company and 25 per cent.
owned by the Lesotho Government,
which operates the Liqhobong Diamond
Mine
London Stock London Stock Exchange plc
Exchange
Macquarie Macquarie Capital (Europe) Limited,
a private limited company incorporated
in England and Wales under registered
number 03704031 and having its registered
office at Ropemaker Place, 28 Ropemaker
Street, London EC2Y 9HD, the Company's
nominated adviser and sole broker
for the purposes of the Fundraising
and Admission
Mezzanine Facility the mezzanine facility for US$30
million in total received from Pacific
Road and RCF
New Ordinary together, the Firm Placing Shares,
Shares the Placing Shares and the Open Offer
Shares
Notice of General the notice of General Meeting, set
Meeting out in the Circular
Open Offer the conditional invitation by the
Company to Qualifying Shareholders
to apply to subscribe for Open Offer
Shares at the Issue Price on the
terms and subject to the conditions
set out in the Circular and in the
case of the Qualifying Non-CREST
Shareholders only, the Application
Form
Open Offer Entitlements an entitlement to subscribe for Open
Offer Shares, allocated to a Qualifying
Shareholder under the Open Offer
(and, for the avoidance of doubt,
references to Open Offer Entitlements
include Basic Entitlements and Excess
CREST Open Offer Entitlements)
Open Offer Shares 36,954,356 New Ordinary Shares to
be offered to Qualifying Shareholders
under the Open Offer
Ordinary Shares the ordinary shares of one penny
each in the capital of the Company
Overseas Shareholders Shareholders with registered addresses
outside the UK or who are citizens
of, incorporated in, registered in
or otherwise resident in, countries
outside the UK
Pacific Road (i) Pacific Road Resources Fund II
L.P. represented by Pacific Road
Capital Management GP II Limited;
and (ii) Pacific Road Resources Fund
II represented by Pacific Road Capital
II PTY Limited
Placees any persons who have agreed to subscribe
for Placing Shares pursuant to the
Placing
Placing the placing of the Placing Shares
pursuant to the Placing and Open
Offer Agreement
Placing Shares 36,954,356 new Ordinary Shares (excluding
the Firm Placing Shares) to be issued
by the Company under the Placing
at the Issue Price in accordance
with the terms of the Placing and
Open Offer Agreement; and which number
shall reduce commensurate with the
number of Open Offer Shares to be
issued
Placing and the conditional placing and offer
Open Offer Agreement agreement dated 1 December 2017 between
the Company and Macquarie relating
to the Fundraising
Prospectus Rules the rules made by the FCA under Part
VI of FSMA in relation to offers
of transferable securities to the
public and admission of transferable
securities to trading on a regulated
market
Qualifying CREST Qualifying Shareholders whose Existing
Shareholders Ordinary Shares on the register of
members of the Company on the Record
Date are in uncertificated form
Qualifying Non-CREST Qualifying Shareholders whose Existing
Shareholders Ordinary Shares on the register of
members of the Company on the Record
Date are held in certificated form
Qualifying Shareholders holders of Existing Ordinary Shares
on the register of members of the
Company at the Record Date with the
exception (subject to certain exceptions)
of Shareholders resident in or citizens
of any Restricted Jurisdiction
RCF Resource Capital Fund VI L.P.
Record Date 5.30 p.m. on 30 November 2017 being
the latest time by which transfers
of Existing Ordinary Shares must
be received for registration by the
Company in order to allow transferees
to be recognised as Qualifying Shareholders
Regulatory Information has the meaning given in the AIM
Service Rules for Companies
Resolutions the resolutions to be proposed at
the General Meeting which are set
out in full in the Notice of General
Meeting
Restricted Jurisdictions each of Australia, Canada, Japan,
the Republic of South Africa, New
Zealand and the United States
Securities Act the US Securities Act of 1933, as
amended from time to time and the
rules and regulations promulgated
thereunder
Series A Bonds has the meaning given to such term
at paragraph 6.2 above
Series B Bonds has the meaning given to such term
at paragraph 6.3 above
Series B Warrants has the meaning given to such term
at paragraph 6.3 above
Shareholders holders of Existing Ordinary Shares
uncertificated recorded on a register of securities
or uncertificated maintained by Euroclear in accordance
form with the CREST Regulations as being
in uncertificated form in CREST and
title to which, by virtue of the
CREST Regulations, may be transferred
by means of CREST
Takeover Code the City Code on Takeovers and Mergers
UK or United the United Kingdom of England, Scotland,
Kingdom Wales and Northern Ireland
US or United the United States of America, its
States territories and possessions, any
state of the United States of America
and the District of Columbia
GBP or sterling pounds sterling, the legal currency
of the United Kingdom; and
This information is provided by RNS
The company news service from the London Stock Exchange
END
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(END) Dow Jones Newswires
December 01, 2017 05:22 ET (10:22 GMT)
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