TIDMSTEL TIDMTTM
RNS Number : 5165L
Stellar Diamonds PLC
19 April 2018
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS
RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN
WHOLE OR IN PART, IN, INTO OR FROM THE UNITED STATES OF AMERICA,
CANADA, JAPAN, OR THE REPUBLIC OF SOUTH AFRICA, OR IN, INTO OR FROM
ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION. SEE THE
IMPORTANT NOTICE AT THE OF THIS ANNOUNCEMENT.
THE FOLLOWING ANNOUNCEMENT IS NOT A PROSPECTUS OR PROSPECTUS
EQUIVALENT DOCUMENT AND INVESTORS SHOULD NOT MAKE ANY INVESTMENT
DECISION IN RELATION TO NEWFIELD RESOURCES LIMITED SHARES EXCEPT ON
THE BASIS OF THE INFORMATION IN THE SCHEME CIRCULAR WHICH WAS
PUBLISHED ON 26 MARCH 2018.
19 April 2018
Stellar Diamonds plc ("Stellar")
Recommended Offer
by
Newfield Resources Limited ("NWF")
Results of Court Meeting and General Meeting
The Board of Stellar is pleased to announce that, at the Court
Meeting and the General Meeting held earlier today in connection
with the recommended acquisition of Stellar by NWF of the entire
issued and to be issued share capital of Stellar by way of scheme
of arrangement under Part 26 of the Companies Act 2006 (the
"Scheme"), all of the resolutions proposed were duly passed by the
requisite majorities.
Capitalised terms used but not defined in this announcement have
the same meaning as in the scheme Circular sent to Stellar
Shareholders on 26 March 2018 (the "Scheme Circular"). The detailed
voting results in relation to the Court Meeting and the General
Meeting are summarised below.
COURT MEETING
At the Court Meeting, the resolution to approve the Scheme was
duly passed on a poll by a majority in number of Scheme
Shareholders who voted (either in person or by proxy), representing
99.89 per cent. in value of the Scheme Shares held by Scheme
Shareholders who voted. Details of the votes cast are as
follows:
Number Percentage Number Percentage Number of
of Scheme of Scheme of Scheme of Scheme Scheme Shares
Shares Shares Shareholders Shareholders voted as
voted voted who voted who voted a percentage
(%) (%) of the issued
ordinary
share capital
(%)
--------- ----------- ----------- -------------- -------------- ---------------
For 37,062,424 99.89 55 96.49 59.77
--------- ----------- ----------- -------------- -------------- ---------------
Against 42,241 0.11 2 3.51 0.07
--------- ----------- ----------- -------------- -------------- ---------------
Total 37,104,665 100.00 57 100.00 59.84
--------- ----------- ----------- -------------- -------------- ---------------
Accordingly, the resolution proposed at the Court Meeting was
duly passed.
GENERAL MEETING
At the General Meeting, the Special Resolution as set out in the
notice of the General Meeting contained in Part XI of the Scheme
Circular was duly passed as a special resolution. Valid proxy votes
(including votes withheld) were received in respect of a total of
36,243,746 Stellar Shares, representing 58.45 per cent. of the
total number of votes capable of being cast at the General Meeting.
A further 587,862 votes were cast in person at the General Meeting.
A poll was conducted on the Special Resolution and the results are
detailed below:
Number of Percentage Percentage
Stellar Shares of Stellar of the issued
voted Shares voted ordinary share
(%) capital (%)(1)
------------- ---------------- -------------- ----------------
For 36,778,163 99.90 59.31
------------- ---------------- -------------- ----------------
Against 37,548 0.10 0.06
------------- ---------------- -------------- ----------------
Withheld(2) 15,897 - -
------------- ---------------- -------------- ----------------
Total 36,831,608 100.00 59.37
------------- ---------------- -------------- ----------------
Notes
1. The proportions of 'issued ordinary share capital' voted in
respect of the Special Resolution shown in column 4 are the number
of votes validly cast in respect of the Special Resolution
expressed as a percentage of the Company's total issued share
capital, being 62,007,748 Stellar Shares.
2. A vote 'Withheld' is not a vote in law and accordingly is not
counted in the calculation of the proportion of votes 'For' or
'Against' the Special Resolution as shown in columns 3 and 4.
NEXT STEPS
Completion of the Combination remains subject to the
satisfaction or (if capable of waiver) waiver of the remaining
Conditions set out in Part IV of the Scheme Circular, including the
Court sanctioning the Scheme at the Scheme Court Hearing, which is
anticipated to take place on 25 April 2018. Subject to the
Conditions being satisfied or (where applicable) waived, the Scheme
is expected to become effective on 26 April 2018.
Assuming the Court sanctions the Scheme at the Scheme Court
Hearing, in accordance with Rule 41 of the AIM Rules for Companies,
application has been made to the London Stock Exchange for
cancellation of Stellar Shares to trading on AIM to become
effective at 7.00 a.m. on 30 April 2018. Conditional on the Court
sanctioning the Scheme and the Scheme becoming Effective, the last
day of dealings in Stellar Shares is expected to be 26 April 2018
and the Stellar Shares are expected to be suspended from trading on
AIM from 7:30 a.m. on 27 April 2018.
The New NWF Shares are expected to be issued to Scheme
Shareholders on 3 May 2018.
TIMETABLE
The expected timetable of remaining events is set out below:
Event Time and/or date
Scheme Court Hearing (to sanction 25 April 2018
the Scheme)
Last day of dealings in, and 26 April 2018
for registrations of transfers
and disablement in CREST of,
Stellar Shares
Scheme Record Time 6.00 p.m. on 26
April 2018
Scheme Effective Date 26 April 2018
Dealings in Stellar Shares 7.30 a.m. on 27
suspended April 2018
Cancellation of admission of 7.00 a.m. on 30
and dealings in Stellar Shares April 2018
Issue of New NWF Shares to 3 May 2018
Scheme Shareholders
Expected time of admission 4 May 2018
of New NWF Shares to trading
on the ASX
Despatch of holding statements 9 May 2018
Long Stop Date 31 May 2018
All references to times in this announcement are to London time
unless otherwise stated.
Enquiries:
Stellar Diamonds Plc
Karl Smithson, CEO Tel: +44 (0) 20
7010 7686
Cairn Financial Advisers LLP
(Nominated Adviser and Rule
3 Adviser to Stellar)
Tel: +44 (0) 20
Sandy Jamieson, Liam Murray 7213 0880
Newfield Resources Ltd
Anthony Ho Tel: +61 (08) 6389
2688
OBH Partners (Advisers to NWF)
Orlaith O'Brien, Edel Conway, Tel: +353 1 77
Antony Legge 55 600
Important notices
Cairn Financial Advisers LLP, which is authorised and regulated
by the Financial Conduct Authority, is acting for Stellar as
financial adviser in relation to the Combination and is not acting
for any other person in relation to the Combination. Cairn
Financial Advisers LLP will not be responsible to anyone other than
Company for providing the protections afforded to its clients or
for providing advice in relation to the contents of this document
or any offer for Stellar or arrangement referred to herein.
This announcement is for information purposes only and is not
intended to, and does not, constitute or form part of any offer,
invitation or the solicitation of an offer to purchase, otherwise
acquire, subscribe for, sell or otherwise dispose of, any
securities whether pursuant to this announcement or otherwise. This
announcement does not constitute a prospectus or a prospectus
equivalent document. The shareholders of Stellar and NWF are
advised to read carefully the formal documentation in relation to
the Combination once it has been despatched.
No person has been authorised to make any representations on
behalf of Stellar or NWF concerning the Scheme or the Combination
which are inconsistent with the statements contained herein, and
any such representations, if made, may not be relied upon as having
been so authorised.
No person should construe the contents of this announcement as
legal, financial or tax advice and any interested person should
consult its own advisers in connection with such matters.
Overseas jurisdictions
The release, publication or distribution of this announcement in
jurisdictions other than the United Kingdom may be restricted by
law and therefore any persons who are subject to the laws of any
jurisdiction other than the United Kingdom should inform themselves
about, and observe any applicable requirements. Any failure to
comply with the restrictions may constitute a violation of the
securities laws of any such jurisdiction.
To the fullest extent permitted by applicable law, the companies
and persons involved in the Combination disclaim any responsibility
or liability for the violation of such restrictions by any
person.
This announcement has been prepared for the purposes of
complying with English law, Australian law to the extent
applicable, and the Takeover Code and the information disclosed in
this announcement may not be the same as that which would have been
disclosed if this announcement had been prepared in accordance with
the laws of jurisdictions outside the United Kingdom.
Overseas Shareholders
The availability of the Combination and the New NWF Shares to
Stellar Shareholders who are not resident in the United Kingdom may
be affected by the laws of the relevant jurisdiction in which they
are located or of which they are resident. Persons who are not
resident in the United Kingdom should inform themselves of, and
observe, any applicable requirements.
Unless otherwise determined by NWF or required by the Takeover
Code, and permitted by applicable law and regulation, the
Combination will not be made available, directly or indirectly, in,
into or from a Restricted Jurisdiction where to do so would violate
the laws in that jurisdiction and no person may vote in favour of
the Combination by any means, instrumentality or form within a
Restricted Jurisdiction or any other jurisdiction if to do so would
constitute a violation of the laws of that jurisdiction.
Accordingly, copies of this announcement and all documents relating
to the Combination are not being, and must not be, directly or
indirectly, mailed or otherwise forwarded, distributed or sent in,
into or from a Restricted Jurisdiction where to do so would violate
the laws of that jurisdiction, and persons receiving this
announcement and all documents relating to the Combination
(including custodians, nominees and trustees) must not mail or
otherwise distribute or send them in, into or from such
jurisdictions where to do so would violate the laws of that
jurisdiction.
Further details in relation to overseas Stellar Shareholders are
contained in the Scheme Circular.
The New NWF Shares have not been, and will not be, registered
under the US Securities Act 1933, as amended (the "US Securities
Act") or the securities laws of any state, district or other
jurisdiction of the United States and the relevant clearances have
not been, and will not be, obtained from the securities commission
or similar regulatory authority. The Combination is not being made
in any US state or other jurisdiction where it is not legally
permitted to do so. Accordingly, such securities may not be,
offered, sold, resold, delivered or distributed, directly or
indirectly, in or into such jurisdictions or any other jurisdiction
if to do so would constitute a violation of relevant laws of, or
require registration thereof in, such jurisdiction (except pursuant
to an exemption, if available, from any applicable registration or
prospectus requirements or otherwise in compliance with all
applicable laws).
NWF and Stellar intend to rely on an exemption from the
registration requirements of the US Securities Act provided by
Section 3(a)(10) thereof in connection with the consummation of the
Combination and the issuance of New NWF Shares. Stellar
Shareholders (whether or not US persons) who are or will be
affiliates (within the meaning of the US Securities Act) of Stellar
or NWF prior to, or of NWF after, the Effective Date will be
subject to certain US transfer restrictions relating to the New NWF
Shares received pursuant to the Scheme. For the purposes of
qualifying for the exemption from the registration requirements of
the US Securities Act afforded by Section 3(a)(10), Stellar will
advise the Court that its sanctioning of the Scheme will be relied
upon by NWF as an approval of the Scheme following a hearing on its
fairness to Stellar Shareholders.
US shareholders should note that the Combination is made for the
securities of an English company in accordance with the laws of
England and Wales and the AIM Rules for Companies published by the
London Stock Exchange. The Combination is subject to disclosure
requirements of England and Wales that are different from those of
the United States.
The receipt of New NWF Shares pursuant to the Combination by a
US Stellar Shareholder may be a taxable transaction for US federal
income tax purposes and under applicable state and local, as well
as foreign and other, tax laws. Each Stellar Shareholder is urged
to consult his independent professional adviser immediately
regarding the tax consequences of the Combination.
It may be difficult for you to enforce your rights and any claim
you may have arising under US federal securities laws, since NWF is
located in Australia and most of its officers and directors are
residents of Australia. You may not be able to sue NWF or its
officers or directors in Australia for violations of the US
securities laws. It may be difficult to compel NWF and its
affiliates to subject themselves to a US court's judgment.
You should be aware that NWF may purchase securities otherwise
than under the Combination, such as in open market or privately
negotiated purchases.
None of the securities referred to in this announcement have
been approved or disapproved by the SEC, any state securities
commission in the United States or any other US regulatory
authority, nor have such authorities passed upon or determined the
adequacy or accuracy of the information contained in this
announcement. Any representation to the contrary is a criminal
offence in the United States.
Notes regarding New NWF Shares
The New NWF Shares to be issued pursuant to the Combination will
not be registered under the relevant securities laws of Japan or
the Republic of South Africa and the relevant clearances have not
been, and will not be, obtained from the securities commission or
similar regulatory authority of any province or territory of
Canada. Accordingly the New NWF Shares may not be, offered, sold,
resold, delivered or distributed, directly or indirectly in or into
Canada, Japan or the Republic of South Africa or any other
jurisdiction if to do so would constitute a violation of relevant
laws of, or require registration thereof in, such jurisdiction
(except pursuant to an exemption, if available, from any applicable
registration or prospectus requirements or otherwise in compliance
with all applicable laws).
The offer of New NWF Shares for issue or sale or resale within
Australia is prohibited unless a disclosure document has been
lodged with the ASIC, or an exemption applies. New NWF Shares will
be issued in reliance on exemptions in ASIC Legislative Instrument
2015/358 as the Combination will be made under a foreign compromise
or arrangement that is made in accordance with laws in force in the
United Kingdom, being an eligible foreign country.
This document is not a disclosure document for the purposes of
Chapter 6D of the Australian Corporations Act 2001 (Cth) and does
not purport to include the information required of a disclosure
document under Chapter 6D of the Australian Corporations Act 2001
(Cth). It has not been approved by any Australian regulatory
authority, such as ASIC or ASX and has not been lodged with ASIC.
You are advised to exercise caution in relation to the proposal set
out in this document. You should obtain independent professional
advice if you have any queries or concerns about any of the
contents or subject matter of this document.
Dealing disclosure requirements of the Takeover Code (the
"Code")
Under Rule 8.3(a) of the Code, any person who is interested in
1% or more of any class of relevant securities of an offeree
company or of any paper offeror (being any offeror other than an
offeror in respect of which it has been announced that its offer
is, or is likely to be, solely in cash) must make an Opening
Position Disclosure following the commencement of the offer period
and, if later, following the announcement in which any securities
exchange offeror is first identified.
An Opening Position Disclosure must contain details of the
person's interests and short positions in, and rights to subscribe
for, any relevant securities of each of (i) the offeree company and
(ii) any securities exchange offeror(s). An Opening Position
Disclosure by a person to whom Rule 8.3(a) of the Code applies must
be made by no later than 3.30 p.m. (London time) on the 10th
business day following the commencement of the offer period and, if
appropriate, by no later than 3.30 p.m. (London time) on the 10th
business day following the announcement in which any securities
exchange offeror is first identified. Relevant persons who deal in
the relevant securities of the offeree company or of a securities
exchange offeror prior to the deadline for making an Opening
Position Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes,
interested in 1% or more of any class of relevant securities of the
offeree company or of any securities exchange offeror must make a
Dealing Disclosure if the person deals in any relevant securities
of the offeree company or of any securities exchanger offeror. A
Dealing Disclosure must contain details of the dealing concerned
and of the person's interests and short positions in, and rights to
subscribe for, any relevant securities of each of (i) the offeree
company and (ii) any securities exchange offeror, save to the
extent that these details have previously been disclosed under Rule
8 of the Code. A Dealing Disclosure by a person to whom Rule 8.3(b)
of the Code applies must be made by no later than 3.30 p.m. (London
time) on the business day following the date of the relevant
dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a
securities exchange offeror, they will be deemed to be a single
person for the purpose of Rule 8.3 of the Code.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and 8.4 of
the Code).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Takeover Panel's website at www.thetakeoverpanel.org.uk,
including details of the number of relevant securities in issue,
when the offer period commenced and when any offeror was first
identified. You should contact the Panel's Market Surveillance Unit
on +44 (0) 20 7638 0129 if you are in any doubt as to whether you
are required to make an Opening Position Disclosure or a Dealing
Disclosure.
Publication on Website
A copy of this announcement will be made available (subject to
certain restrictions relating to persons resident in restricted
jurisdictions) at www.Stellar-diamonds.com in accordance with Rule
26.1 of the Code by no later than 12 noon (London time) on 20 April
2018. The content of the website referred to in this announcement
is not incorporated into and does not form part of this
announcement.
Stellar Shareholders may request a hard copy of this
announcement by contacting Karl Smithson during business hours on
+44 (0) 207 164 6371 or by submitting a request in writing to 40
Bloomsbury Way, Lower Ground Floor, London, WC1A 2SE or by email to
karl.smithson@stellar-diamonds.com. Stellar Shareholders may also
request that all future documents, announcements and information to
be sent to them in relation to the Combination should be in hard
copy form. Hard copies of this announcement will not be sent to you
by Stellar unless so requested.
Electronic communications
Please be aware that addresses, electronic addresses and certain
information provided by Stellar Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from Stellar may be provided to NWF during the Offer
Period if requested under Section 4 of Appendix 4 of the Takeover
Code to comply with Rule 2.11(c) of the Takeover Code.
This information is provided by RNS
The company news service from the London Stock Exchange
END
ROMILMITMBJBBMP
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