TIDMBRD
RNS Number : 2898Z
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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