Court Approves Acquisition of AFD by Lucara (3171Y)

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RNS Number : 3171Y

African Diamonds PLC

20 December 2010

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO THE SAME WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

20 December 2010

African Diamonds PLC ("African Diamonds" or the "Company")

Offer Update: Court Approves Lucara Acquisition of African Diamonds and Demerger of Botswana Diamonds

The directors of African Diamonds are pleased to announce that at the Court Hearing held earlier today, the Court approved the Capital Reduction, the Demerger Reduction and sanctioned the Scheme pursuant to which Lucara will acquire the entire issued share capital of African Diamonds.

The Court Order has been delivered to the Registrar of Companies and therefore the Scheme has become effective in accordance with its terms and the acquisition of African Diamonds by Lucara (and the Demerger) has been completed. As per the timetable notified on 26 November 2010, it is expected that the cancellation of the admission of the AFD Shares will take place at 7a.m. tomorrow, 21 December 2010, and the latest date for dispatch of certificated Botswana Diamond Shares or crediting of CREST accounts with Botswana Diamond Shares, and issuance of Lucara Shares, is 4 January 2011.

John Teeling, Chairman, said:

"The deal is done. African Diamonds listed on AIM in July 2003 at 7p a share. As African Diamonds folds into Lucara, Botswana Diamonds takes its place. Shareholders have done well; not only have they a 26% stake in Lucara, which is developing both the AK6 and Mothae kimberlite discoveries, they also have stakes in two other diamond ventures. Stellar Diamonds (AIM:STEL) is operating mines in Guinea and Sierra Leone while Botswana Diamonds, with an exciting exploration portfolio, expects to list on AIM and Botswana in January 2011. I thank the many shareholders who have stuck with us for seven years and I hope that we can enjoy success with the new venture."

For the avoidance of doubt, defined terms in this announcement have the same meaning as those in the Scheme Document.

For further information, please contact:

African Diamonds Plc

John Teeling Tel: [phone]

James AH Campbell Tel: [phone]

finnCap

Matthew Robinson, Corporate Finance Tel: [phone]

Henrik Persson

College Hill

Nick Elwes Tel: [phone]

This announcement is made by African Diamonds and is not intended to, and does not, constitute or form any part of an offer to sell or an invitation to purchase or subscribe for any securities or the solicitation of any vote for approval in any jurisdiction, nor shall there be any sale, issuance or transfer of the securities referred to in this announcement in the United States or any jurisdiction in contravention of applicable law. The Offer has been made solely on the basis of the Scheme Document, which contains the full terms and conditions of the Offer. The Scheme Document has been posted to those shareholders able to receive it. Any response in relation to the Offer should be made only on the basis of the information in the Scheme Document.

AFD Shareholders are advised to read the formal documentation received by them in relation to the Offer carefully as it contains important information.

Whether or not certain AFD Shares were voted at the Court Meeting or the General Meeting, as a result of the Scheme becoming effective, those AFD Shares will be cancelled pursuant to the Scheme in return for 0.8 of a Lucara Share (credited as fully paid up and rounded down to the nearest whole number) and one (1) BD Share.

The availability of the Offer to AFD Shareholders who are not resident in and citizens of the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are located or of which they are citizens. Such persons should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdictions. Further details in relation to overseas shareholders are contained in the Scheme Document.

The Lucara Shares to be issued to AFD Shareholders under the Scheme have not been, and will not be, registered under the US Securities Act, or under the securities laws of any state, district or other jurisdiction of the United States, the Republic of South Africa, Singapore, Canada or Japan.

These written materials are not an offer of securities for sale in the United States. Securities may not be offered or sold in the United States absent registration under the US Securities Act or an exemption therefrom. Lucara has not registered and does not intend to register any of the Lucara Shares under the US Securities Act.

finnCap, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for African Diamonds and no-one else in connection with the matters described in this Announcement and will not be responsible to anyone other than African Diamonds for providing the protections afforded to clients of finnCap nor for providing advice in relation to the Acquisition or any other matter described in this announcement.

This information is provided by RNS

The company news service from the London Stock Exchange

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