Share Name Share Symbol Market Type Share ISIN Share Description
BLUEROCK DIAMONDS PLC NEX:BRD.GB NEX Ordinary Share GB00BKKJK954
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  12.20 10.99% 123.20 105.00 115.00 126.00 111.00 111.00 11,528 14:01:39
Industry Sector Turnover (m) Profit (m) EPS - Basic PE Ratio Market Cap (m)
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BlueRock Diamonds PLC Directors' Participation in Fundraising

16/05/2019 12:10pm

UK Regulatory (RNS & others)


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BlueRock Diamonds PLC

16 May 2019

BlueRock Diamonds PLC / AIM: BRD / Sector: Natural Resources

16 May 2019

BlueRock Diamonds PLC

("BlueRock" or "Group" or "Company" or "BRD")

Confirmation of Directors' Participation in Fundraising

Issue of Options

BlueRock Diamonds plc, the AIM listed diamond mining company, which owns and operates the Kareevlei Diamond Mine in the Kimberley region of South Africa ("Kareevlei"), is pleased to announce that further to the announcement regarding the fundraising and other matters made earlier today (the "Fundraising"), the Board has approved the participation of the following Directors of BlueRock:

 
                    GBP      Number of ordinary 
                              shares of 0.01 p 
 Mike Houston       15,000   15,000,000 
                   -------  ------------------- 
 David Facey        10,000   10,000,000 
                   -------  ------------------- 
 Gus Simbanegavi    5,000    5,000,000 
                   -------  ------------------- 
 Total              30,000   30,000,000 
                   -------  ------------------- 
 

Following the Fundraising, their shareholdings will be as follows:

 
 Director           No. of Ordinary         No. of New           No. of Ordinary            % interest 
                     Shares held             Shares subscribed    Shares held immediately    in Ordinary 
                     as at date              for in the           following admission        shares immediately 
                     of this announcement    Fundraising                                     following 
                                                                                             admission 
 Mike Houston                           -           15,000,000                 15,000,000                  0.92 
                   ----------------------  -------------------  -------------------------  -------------------- 
 David Facey                   13,999,999           10,000,000                 23,999,999                  1.43 
                   ----------------------  -------------------  -------------------------  -------------------- 
 Gus Simbanegavi                        -            5,000,000                  5,000,000                  0.31 
                   ----------------------  -------------------  -------------------------  -------------------- 
 

Paul Beck, a former director of BlueRock within the last 12 months, also subscribed for GBP15,000 at price of 0.1 pence per share.

Issue of Interest Shares

The Board also approved the issue of 6,811,000 Interest Shares to Adam Waugh in line with the repayment terms of the Waugh Loan announced this morning.

Details relating to the Fundraising

Further to the announcement this morning, application has now been made for the Placing Shares, the intended Director Subscription Shares, the Services Shares and the Interest Shares (together the "New Shares"), which will rank pari passu with the existing Ordinary Shares, to be admitted to trading on AIM ("Admission"). It is expected that Admission will become effective and dealings will commence on or around 22 May 2019.

Following Admission, the issued share capital of the Company will consist of 1,629,001,910 Ordinary Shares. No shares were held in treasury at the date of this announcement. The total current voting rights in the Company are therefore 1,629,001,910.

Issue of Share Options and Issue of Warrants

The Board has also approved the grant of share options to certain directors of the Company over a total of 114,030,134 ordinary shares of 0.01 pence each ("Share Options") as follows:

 
 Director           No. of Share Options being   Exercise price per 
                     issued                       Share Option 
 Mike Houston       48,870,057                   0.1p 
                   ---------------------------  ------------------- 
 David Facey        32,580,038                   0.1p 
                   ---------------------------  ------------------- 
 Gus Simbanegavi    32,580,038                   0.1p 
                   ---------------------------  ------------------- 
 

The Share Options have a five year life and will vest in 2 equal tranches, 50% on grant and 50% on the first anniversary of the grant of the Share Options.

In connection with their participation in the Fundraising, Mike Houston, David Facey and Gus Simbanegavi have also received an aggregate of 30,000,000 Warrants at a price of 0.2 pence each.

Following the grant of the Share Options and Warrants, Mike Houston, David Facey and Gus Simbanegavi will hold share options and warrants as follows:

 
 Director           Total no. of share   Total no. of     Total no. of 
                     options held         warrants held    warrants and 
                                                           share options 
                                                           held 
 Mike Houston       48,870,057           15,000,000       63,870,057 
                   -------------------  ---------------  --------------- 
 David Facey        36,707,126           15,833,332       52,540,458 
                   -------------------  ---------------  --------------- 
 Gus Simbanegavi    32,580,038           5,000,000        37,580,038 
                   -------------------  ---------------  --------------- 
 

*share options and warrants are held at different prices.

Related Party Transaction

Mike Houston and David Facey, as directors of the Company, and Gus Simbanegavi, as a director of the Company's subsidiary, are considered to be "related parties" as defined under the AIM Rules and accordingly, their participation in the Fundraising and issue of share options constitutes a related party transaction for the purposes of Rule 13 of the AIM Rules.

Paul Beck, as a former director of BlueRock within the last 12 months, is also considered to be a "related party" as defined under the AIM Rules and accordingly, Paul's participation in the Fundraising also constitutes a related party transaction for the purposes of Rule 13 of the AIM Rules.

The Director independent of the Fundraising, being Tim Leslie (Non-Executive Director), considers, having consulted with the Company's nominated adviser, that the terms of the Director participation in the Fundraising and issue of options are fair and reasonable insofar as the Company's shareholders are concerned.

Market Abuse Regulation (MAR) Disclosure - Certain information contained in this announcement would have been deemed inside information for the purposes of Article 7 of Regulation (EU) No 596/2014 until the release of this announcement.

**S**

For further information, please visit BRD's website www.bluerockdiamonds.co.uk or contact:

 
 BlueRock Diamonds PLC 
  David Facey, FD                dfacey@bluerockdiamonds.co.uk 
  Mike Houston, Executive        mhouston@bluerockdiamonds.co.uk 
  Chairman 
 SP Angel (NOMAD and Broker) 
  Stuart Gledhill / Caroline     Tel: +44 (0)20 3470 0470 
  Rowe 
                              ---------------------------------- 
 SVS Securities Limited        Tel +44 (0)20 3700 0100 
  Elliot Hance 
                              ---------------------------------- 
 St Brides Partners Ltd 
  (Financial PR)                 Tel: +44 (0)20 7236 1177 
  Melissa Hancock / Juliet 
  Earl 
                              ---------------------------------- 
 

Notes to editors:

BlueRock Diamonds is an AIM-listed diamond producer which operates the Kareevlei Diamond Mine near Kimberley in South Africa which produces diamonds of exceptional quality and ranks in the top ten in the world in terms of average value per carat. The Kareevlei licence area covers 3,000 hectares and hosts five known diamondiferous kimberlite pipes. As at November 2018, it was estimated that the remaining Inferred Mineral Resource from the four kimberlite pipes (KV1, KV2, KV3 and KV5) represents a potential inground number of carats of 367,000.

NOTIFICATION AND PUBLIC DISCLOSURE OF TRANSACTIONS BY PERSONS DISCHARGING MANAGERIAL RESPONSIBILITIES AND PERSONS CLOSELY ASSOCIATED WITH THEM

 
 1.   Details of the person discharging managerial responsibilities/person 
       closely associated 
 a)   Name:                              A: Michael Houston 
                                          B: David Facey 
                                          C: Gus Simbanegavi 
                                          D: Adam Waugh 
     ---------------------------------  ------------------------------------------ 
 2.   Reason for the notification 
     ----------------------------------------------------------------------------- 
 a)   Position/status:                   A: Executive Chairman 
                                          B: Finance Director 
                                          C: CEO of Kareevlei, 
                                          subsidiary of BlueRock 
                                          D: Non-Executive 
                                          Director 
     ---------------------------------  ------------------------------------------ 
 b)   Initial notification/Amendment:    Initial notification 
     ---------------------------------  ------------------------------------------ 
 3.   Details of the issuer, emission allowance market participant, 
       auction platform, auctioneer or auction monitor 
     ----------------------------------------------------------------------------- 
 a)   Name:                              BlueRock Diamonds 
                                          plc 
     ---------------------------------  ------------------------------------------ 
 b)   LEI:                               213800LVSJ2RNI3SSN92 
     ---------------------------------  ------------------------------------------ 
 4.   Details of the transaction(s): section to be repeated 
       for (i) each type of instrument; (ii) each type of transaction; 
       (iii) each date; and (iv) each place where transactions 
       have been conducted 
     ----------------------------------------------------------------------------- 
 a)   Description of the financial       Ordinary shares of 
       instrument, type of instrument:    0.01 pence each 
       Identification code:               GB00B84H1764 
     ---------------------------------  ------------------------------------------ 
 b)   Nature of the transaction:         Participation in 
                                          the Fundraising, 
                                          Issue of Options, 
                                          Issue of Warrants 
                                          and Interest Shares 
     ---------------------------------  ------------------------------------------ 
 c)   Price(s) and volume(s):             A: Michael Houston 
                                           Participation in 
                                           the Fundraising: Price(s)   Volume(s) 
                                            0.1p       15,000,000 
                                                      ----------- 
 
 
                                           Issue of Options: Price(s)   Volume(s) 
                                            0.1p       48,870,057 
                                                      ----------- 
 
 
                                           Issue of Warrants: Price(s)   Volume(s) 
                                            0.2p       15,000,000 
                                                      ----------- 
 
 
                                           B: David Facey 
                                           Participation in 
                                           the Fundraising: Price(s)   Volume(s) 
                                            0.1p       10,000,000 
                                                      ----------- 
 
 
                                           Issue of Options: Price(s)   Volume(s) 
                                            0.1p       32,580,038 
                                                      ----------- 
 
 
                                           Issue of Warrants: Price(s)   Volume(s) 
                                            0.2p       10,000,000 
                                                      ----------- 
 
 
                                           C: Gus Simbanegavi 
                                           Participation in 
                                           the Fundraising: Price(s)   Volume(s) 
                                            0.1p       5,000,000 
                                                      ---------- 
 
 
                                           Issue of Options: Price(s)   Volume(s) 
                                            0.1p       32,580,038 
                                                      ----------- 
 
                                            Price(s)   Volume(s) 
                                            0.2p       5,000,000 
                                                      ---------- 
 
                                           Issue of Warrants: 
 
 
                                           D: Adam Waugh 
                                           Issue of Interest 
                                           Shares Price(s)   Volume(s) 
                                            0.1p       6,811,000 
                                                      ---------- 
     ---------------------------------  ------------------------------------------ 
 d)   Aggregated information:            Participation in 
       Aggregated volume:                 the Fundraising: Price(s)   Volume(s) 
       Price:                              0.1p       30,000,000 
                                                     ----------- 
 
                                          Issue of Options: Price(s)   Volume(s) 
                                           0.1p       114,030,134 
 
 
 
 
                                          Issue of Warrants: Price(s)   Volume(s) 
                                           0.2p       30,000,000 
                                                     ----------- 
 
 
                                          Issue of Interest 
                                          Shares Price(s)   Volume(s) 
                                           0.1p       6,811,000 
                                                     ---------- 
     ---------------------------------  ------------------------------------------ 
 e)   Date of the transaction:           16 May 2019 
     ---------------------------------  ------------------------------------------ 
 f)   Place of the transaction:          Outside a trading 
                                          venue 
     ---------------------------------  ------------------------------------------ 
 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.

END

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