21st Aug 2007 07:01
KimCor Diamonds plc21 August 2007 Not for release, publication or distribution in whole or in part in or into the United States, Canada, Australia, Republic of South Africa or Japan 21 August 2007 KimCor Diamonds Plc ("KimCor" or "the Company") Proposed acquisition of Dwyka Diamonds Holdings Limited ("DDH") Proposed placing of 65,535,000 new Ordinary Shares at 6.5 pence per share Approval of waiver of the obligation to make a mandatory offer under Rule 9 of the Takeover Code Admission of Enlarged Share Capital and Existing Warrants to trading on AIM and Notice of Extraordinary General Meeting Highlights •KimCor to acquire Dwyka Resources' diamond and industrial assets •Establishes KimCor as a mid tier diamond producer by volume •Allows for funding of further acquisitions using internally generated cash flows •GBP4.26m raised from institutional and high net worth investors •Transaction conditional upon, inter alia, the approval of KimCor and Dwyka Resources' shareholders •Company's audited preliminary results also released today The boards of KimCor and Dwyka Resources are pleased to announce that KimCor hastoday conditionally agreed to acquire the entire issued share capital of DwykaResources' diamond subsidiary DDH, a holding company registered in Mauritius,whose subsidiaries are principally engaged in the exploration and mining ofdiamonds in South Africa and Tanzania. The board of KimCor is also pleased to announce a conditional placing of65,535,000 new Ordinary Shares at the Placing Price with institutional and highnet worth investors. The proposed placing is conditional, inter alia, oncompletion of the Acquisition. By reason of the size of DDH in relation to KimCor, the Acquisition isclassified as a reverse takeover under the AIM Rules. The AIM Rules require thatcompletion of the Acquisition is subject to the prior approval of KimCorshareholders, which will be sought at an extraordinary general meeting of theCompany, and the publication of an AIM admission document, which is being postedto KimCor shareholders today. Certain definitions and terms apply throughout this announcement and yourattention is drawn to the table at the end of this announcement where thesedefinitions and terms are set out in full. Transaction Summary • The consideration payable in respect of the Acquisition is to be satisfied through the issue of 134,383,718 New Ordinary Shares, valuing all of the ordinary shares of DDH at approximately £8.73 million at the Placing Price and £9.74 million based on the closing middle market price of 7.25 pence per Ordinary Share on 20 August 2007, being the business day immediately prior to this announcement. • The Consideration Shares will represent 50.09 per cent. of the Enlarged Share Capital following Admission. • The Board of KimCor is to be strengthened through the appointment of Melissa Sturgess and Cedric Bredenkamp as chairman and managing director respectively, conditional upon Completion. • In view of the size and nature of the Acquisition it constitutes a reverse takeover of the Company under the AIM Rules and therefore requires the prior approval of Shareholders at an extraordinary general meeting. • Strand Partners is acting as Nominated Adviser and Broker in connection with the Proposals. Martyn Churchouse, Chief Executive Officer of KimCor, commented: "The Acquisition provides the enlarged KimCor Group with a diversified assetbase of producing mines which has the potential to generate sustainableproduction of over 200,000 carats per annum. A number of capital projects will be completed using the funds raised to expandproduction capacity and improve efficiency at the newly acquired mines as wellas at the Bellsbank operations. The Acquisition is an important step in the medium to long-term strategic growthplan of KimCor, and we believe it positions the Company to capitalise on futureconsolidation in the diamond sector and on further opportunities that are likelyto present themselves." Enquiries: KimCor Diamonds Plc Tel: +44 (0) 20 7290 1400Martyn Churchouse, Chief Executive Officer Strand Partners Limited Tel: +44 (0) 20 7409 3494Simon RaggettWarren PearceVictoria Milne-Taylor Bishopsgate Communications Tel: +44 (0) 20 7562 3350Maxine BarnesNick Rome This summary should be read in conjunction with the full text of thisannouncement set out below. Strand Partners Limited, which is authorised and regulated in the United Kingdomby the Financial Services Authority, is acting as nominated adviser and brokerto the Company in connection with the Acquisition and proposed admission of theEnlarged Share Capital to trading on AIM. Its responsibilities as the Company'snominated adviser under the AIM Rules are owed solely to the London StockExchange and are not owed to the Company or to any Director or Proposed Directoror to any other person in respect of their decision to acquire shares in theCompany in reliance on any part of this announcement. Strand Partners Limited isacting exclusively for KimCor and for no one else and will not be responsible toanyone other than the Company for providing the protections afforded to theirclients or for providing advice in relation to the contents of this announcementor the Acquisition or the proposed admission of the Enlarged Share Capital totrading on AIM. No representation or warranty, express or implied, is made byStrand Partners Limited as to the contents of this announcement, withoutlimiting the statutory rights of any person to whom this announcement is issued.The information contained in this announcement is not intended to inform or berelied upon by any subsequent purchasers of New Ordinary Shares (whether on oroff exchange) and accordingly no duty of care is accepted in relation to them. Strand Partners Limited has approved the contents of this announcement solelyfor the purpose of section 21 of the Financial Services and Markets Act 2000.The principal place of business of Strand Partners Limited is 26 Mount Row,London W1K 3SQ. The Directors and Proposed Directors of KimCor Diamonds plc acceptresponsibility, individually and collectively, for the information contained inthis announcement and for compliance with the AIM Rules. To the best of theknowledge and belief of the Directors and Proposed Directors, who have taken allreasonable care to ensure that such is the case, the information contained inthis announcement is in accordance with the facts and does not omit anythinglikely to affect the import of such information. This announcement does not constitute, or form part of, an offer or aninvitation to purchase any securities. Not for release, publication or distribution in whole or in part in or into the United States, Canada, Australia, Republic of South Africa or Japan 21 August 2007 KimCor Diamonds Plc ("KimCor" or "the Company") Proposed acquisition of Dwyka Diamonds Holdings Limited Proposed placing of 65,535,000 new Ordinary Shares at 6.5 pence per share Approval of waiver of the obligation to make a mandatory offer under Rule 9 of the Takeover Code Admission of Enlarged Share Capital and Existing Warrants to trading on AIM and Notice of Extraordinary General Meeting 1. Introduction The Board today announces that the Company has entered into a conditionalagreement to acquire the entire issued share capital of DDH through the issue ofthe Consideration Shares at the Placing Price. The Acquisition values theordinary shares of DDH at approximately £8.73 million at the Placing Price and£9.74 million based on the closing middle market price of 7.25 pence perOrdinary Share on 20 August 2007, being the business day immediately prior tothe date of this announcement. DDH is a holding company, registered in Mauritius and wholly owned by DwykaResources, whose subsidiaries are principally engaged in the exploration andmining of diamonds in South Africa and Tanzania. The Directors and ProposedDirectors believe that the Acquisition offers the Company the opportunity to,inter alia, achieve economies of scale in the South African diamond miningoperations of the Enlarged Group. On Completion, Melissa Sturgess, the current chief executive officer of DwykaResources, will be appointed as non-executive chairman of KimCor in addition toher role at Dwyka Resources. Cedric Bredenkamp, the current managing director ofthe South African operations of Dwyka Resources, will be appointed as managingdirector of KimCor, reporting directly to the Chief Executive Officer. In order to provide the Enlarged Group with sufficient working capital and toprovide funding for the capital projects described in this document, the Companyproposes to raise £4.26 million before expenses by way of a Placing of65,535,000 Placing Shares at 6.5 pence per share. The Placing will be arrangedby Strand Partners, and Ambrian Partners will be appointed as brokers to theCompany on Completion. By reason of the size of DDH in relation to KimCor, the Acquisition isclassified as a reverse takeover under the AIM Rules. The AIM Rules require thatcompletion of the Acquisition is subject to the prior approval of Shareholders,which will be sought at the EGM, and the publication of an AIM admissiondocument which this document comprises. The rules of the ASX require thatcompletion of the Acquisition is also subject to the prior approval of DwykaResources shareholders in general meeting. Dwyka Resources is posting a circularto its shareholders requisitioning an extraordinary general meeting to approvethe Acquisition, which meeting is expected to take place on 20 September 2007. In addition, because Dwyka Resources will, following Completion, be the legaland beneficial owner of 134,383,718 Ordinary Shares, representing 50.09 percent. of the Enlarged Share Capital, the Company is seeking the waiver of Rule 9of the Takeover Code, which would otherwise require Dwyka Resources to offer toacquire all those Ordinary Shares that it does not own. Shareholders willtherefore be asked to vote on the Waiver Resolution set out in the EGM Notice atthe end of this document. If the Resolutions are duly passed at the EGM, the Company's existing tradingfacility on AIM will be cancelled and the Company will apply for the EnlargedShare Capital and the Existing Warrants to be admitted to trading on AIM.Irrevocable undertakings to vote in favour of the Resolutions have been receivedfrom certain of the Directors and Shareholders in respect of 34,928,526 OrdinaryShares, representing approximately 51.98 per cent. of the Existing OrdinaryShares. 2. Background to and reasons for the Acquisition KimCor's strategy since the 2006 Admission has been to build the Company into asubstantial diamond mining and exploration business through its dump reclamationexpertise and by way of acquisition. This strategy commenced with the purchaseand development of the Bellsbank dump reclamation operation that focussed theCompany on becoming a producer of diamonds rather than an exploration company.The acquisition of DDH is a continuation of that strategy, and represents thefirst significant acquisition by the Company since the 2006 Admission. The Directors believe that the Acquisition represents an opportunity for theCompany to participate in the consolidation expected within the junior diamondmining industry through the acquisition of assets that represent a goodstrategic fit with the assets of the Company, from both a geographicalperspective and in respect of the quality of the assets to be acquired. The Directors believe that these factors will enable the Enlarged Group tobenefit from synergies andachieve economies of scale. The Directors further believe that the Acquisition and the Placing will: • maintain the Company's primary focus as a diamond producer, rather than an explorer; • enable the Enlarged Group to capitalise on the technical and financial skills of the Proposed Directors and other DDH personnel to broaden its level of internal skills and access to capital markets; • establish the Enlarged Group in the mid-tier (by volume) of diamond producers worldwide; • ultimately broaden the shareholder base to encourage liquidity in the Company's stock; and • allow for sustainability due to the Enlarged Group's increased diamond production and enable the Enlarged Group to fund further acquisitions and continued growth using internally generated cash flows. Further information on KimCor, DDH and the strategy of the Enlarged Group,including a competent person's report on the assets of KimCor and DDH, isincluded in the admission document. 3. Principal terms of the Acquisition The Company has conditionally agreed to purchase the entire issued ordinaryshare capital of DDH from Dwyka Resources through the allotment and issue of theConsideration Shares, equating to a value of £8.73 million at the Placing Priceand approximately £9.74 million based on the mid market price of 7.25 pence perOrdinary Share on 20 August 2007, being the day immediately prior to theannouncement of the Acquisition. The Consideration Shares representapproximately 49.38 per cent. of the Enlarged Share Capital and will rankequally in all respects with the Existing Ordinary Shares and the PlacingShares. 4. Proposed terms of the Placing Conditional on Admission, the Company is proposing to raise £4.26 million(before expenses) pursuant to the Placing. The Placing relates to a total of65,535,000 Placing Shares at the Placing Price. The Placing Shares placedpursuant to the Placing will represent 24.43 per cent. of the Enlarged ShareCapital. On Admission, based on the Placing Price, the Company will have amarket capitalisation of approximately £17.44 million. The Company, the Directors and the Proposed Directors have entered into thePlacing Agreement with Strand Partners and Montagu, who are acting as sub-agentto Strand Partners on the Placing. Strand Partners have conditionally agreed touse all reasonable endeavours to procure Placees for all of the Placing Sharesat the Placing Price. 5. Use of Proceeds The net proceeds of the Placing will be used to enable the Company to (i)implement capital projects at certain of its existing and newly acquiredoperations and assets and (ii) to provide the Enlarged Group with additionalfunds for its ongoing working capital requirements. 6. Directors, Proposed Directors and Employees At Completion, Melissa Sturgess and Cedric Bredenkamp will be appointed as anon-executive chairman and managing director of the Company respectively. Witheffect from Completion, it is proposed that Gordon Riddler and Manish Kotechawill resign from the Board. Brief biographical details of the Directors andProposed Directors are set out below. It is intended that a full time financedirector will be appointed to replace Manish Kotecha within three months ofCompletion. Brief biographies of the Directors and the Proposed Directors are shown below. Directors Gordon Riddler (Non-executive Chairman) Gordon Riddler (aged 63) has been engaged in exploration, mining and projectevaluation for 40 years.He has held senior posts with Gold Fields Limited and Rio Tinto plc and wasappointed Head of Minerals Group at the British Geological Survey (BGS) in 1993in charge of technology innovation and information dissemination programmes. Hehas been associated with the Mineral Industry Research Organisation (MIRO) invarious capacities since the mid-1970s, taking on a project management role in1998 followed by his appointment as Executive Director. He is a fellow of theInstitute of Materials, Minerals and Mining (IOM3) and a visiting professor inthe Energy and Resources Research Institute within the School of Process,Environmental and Materials Engineering at the University of Leeds, UK. He isExecutive Chairman of Maghreb Minerals plc, whose shares are traded on AIM. Martyn Churchouse (Chief Executive Officer) Mr. Churchouse (aged 48) is a geologist with 25 years' experience, including 14years in Africa with Johannesburg Consolidated Industries as a senior minegeologist, for Anglo American-Namibia as a senior geologist, and for Gold FieldsNamibia and Gold Fields Ghana. He has also spent seven years working onexploration and mining projects in Eastern Europe including the position of minemanager of a 2.5 million tpa tailings reclamation project. Mr. Churchouseestablished KimCor in March 2005. Manish Kotecha (Finance Director) Mr. Kotecha (aged 36) is also the chief financial officer of Caledon Resourcesplc, a coal mining and exploration company whose shares are traded on AIM andwhich has recently raised over £38 million in debt and equity. He has a BA(Hons) in Accounting and Finance from Kingston University. Roger Harris (Non-executive Director) Mr. Harris (aged 63) has over 40 years' experience in the mining industryspanning activity in many countries and a wide range of resources includinguranium, base metals, industrial minerals, precious metals and diamonds. He hasheld a number of executive positions with overall responsibility for largemining and refining operations and chemical plants, and is currently executivechairman of Bohemia Mineral Industries plc. He is a Chartered Engineer and is amember of the Institute of Materials Minerals and Mining, the US Society forMining Metallurgy and Exploration and the Canadian Institute of Mining,Metallurgy and Petroleum. Proposed Directors Melissa Sturgess (Proposed Non-executive Chairman) Melissa Sturgess (aged 41) holds a Bachelor of Science degree and a Masters inBusiness Administration. After an early career with British Airways plc andMallesons Stephen Jaques, an Australian legal firm, she formed her ownconsulting company in 1994 to work in the corporate development and promotion ofa range of public companies, including Aquarius Platinum Limited where she wasresponsible for attracting institutional shareholders. In addition to her roleat Dwyka Resources, Melissa is currently a non-executive director of threecompanies whose shares are traded on AIM, being Bezant Resources plc, ChurchillMining PLC and Sylvania Resources Limited (whose shares are also traded on theASX). Cedric Bredenkamp (Proposed Managing Director) Cedric Bredenkamp (aged 38) has both a broad and practical experience of theSouth African diamond industry ranging from plant construction and operationthrough to general management of subsidiaries of publicly quoted companies.Mr.Bredenkamp is also experienced in concrete production and design and plantconstruction having been involved from the outset with the development ofcommercial brick and paving manufacture in the Northern Cape. Since 1991 CedricBredenkamp has served as general manager of Supermix Mining (Proprietary)Limited and Biz Afrika 546 (Proprietary) Limited and as managing director of theSouth African operations of Dwyka Resources. 7. Lock-In and Orderly Market Arragement Dwyka Resources has undertaken to the Company, Strand Partners and AmbrianPartners that, except in certain limited circumstances, (i) it will not disposeof any interest in Ordinary Shares (including the Consideration Shares) for 12months from the date of Admission and, (ii) for the following 12 months (orearlier where permitted to make disposals), that it will (subject to certainlimited exceptions) only make disposals thereof through the Company's broker.The orderly market agreement in (ii) will not apply to any distribution inspecie by Dwyka Resources of the Consideration Shares to its shareholders. Further details of the lock-in and orderly market agreements are set out in theadmission document. 8. Irrevocable Undertakings The Company has received irrevocable undertakings from certain of the Directorsand significant Shareholders to vote in favour of the Acquisition and the otherresolutions to be proposed at the EGM. In total, irrevocable undertakings tovote in favour of the Resolutions have been received in respect of 34,928,526Ordinary Shares, representing 51.98 per cent. of the Existing Ordinary Shares. Further details of these irrevocable undertakings are set out in the admissiondocument. In addition, Dwyka Resources is holding an EGM on 20 September 2007 to passresolutions which include, inter alia, a resolution to approve the Acquisition.Dwyka Resources has received irrevocable undertakings from certain of itsdirectors and significant shareholders to vote in favour of the transaction. Intotal, irrevocable undertakings to vote in favour of the transaction have beenreceived in respect of 22,607,429 Dwyka Resources ordinary shares, representing17.57 per cent. of its ordinary issued share capital. 9. Admission Document The Admission Document setting out details of the proposals and including anotice of the proposed extraordinary general meeting, accompanied by the form ofproxy, will be posted to Shareholders today. Copies of the admission documentwill be available to the public free of charge from today at the offices ofNabarro, Lacon House, Theobald's Road, London WC1X 8RW during normal businesshours on any weekday (other than Saturdays and public holidays), until one monthfollowing the date of admission. 10. Expected timetable of principal events Publication of this document 21 August 2007 Latest time and date for receipt of Forms of 11.00 a.m. onProxy in respect of the EGM 18 September 2007 Payment to be received from the investors (other than through 3.00 p.m. on CREST) pursuant to the Placing in cleared funds 18 September 2007 Annual general meeting 10.50 a.m. on 20 September 2007 Extraordinary General Meeting 11.00 a.m. on 20 September 2007 Completion of the Acquisition 21 September 2007 Admission effective and dealings in the Enlarged Share 21 September 2007Capital and the Existing Warrants expected to commence on AIM CREST accounts expected to be credited 21 September 2007 Despatch of definitive share certificates for the 4 October 2007Consideration Shares and the Placing Shares (whereapplicable) Enquiries: KimCor Diamonds Plc Tel: +44 (0) 20 7290 1400Martyn Curchouse, Chief Executive Officer Strand Partners Limited Tel: +44 (0) 20 7409 3494Simon RaggettWarren PearceVictoria Milne-Taylor Bishopsgate Communications Tel: +44 (0) 20 7562 3350Maxine BarnesNick Rome This announcement is not being and should not be released or otherwisedistributed or sent in, into or from the United States, Canada, Australia,Republic of South Africa or Japan, or any other jurisdiction where to do sowould be in breach of any applicable law and/or regulation. The New OrdinaryShares to be allotted pursuant to the Acquisition have not been and will not beregistered under the Securities Act of 1933, as amended, or under the relevantsecurities laws of any state or other jurisdiction of the United States, Canada,Australia, Republic of South Africa or Japan. Accordingly, the New OrdinaryShares to be allotted pursuant to the Acquisition may not (unless an exemptionunder the Securities Act of 1933, as amended, or other relevant securities lawsis available) be offered, sold, re-sold or delivered, directly or indirectly,in, into or from the United States, Canada, Australia, Republic of South Africa,Japan or any other jurisdiction where this would constitute a violation of therelevant laws of, or require registration thereof in, such a jurisdiction or to,or for the account or benefit of, any US persons or a person in, or resident ofCanada, Australia, Republic of South Africa or Japan. Strand Partners Limited, which is authorised and regulated in the United Kingdomby the Financial Services Authority, is acting as nominated adviser and brokerto the Company in connection with the Acquisition, and proposed admission of theEnlarged Share Capital to trading on AIM. Its responsibilities as the Company'snominated adviser under the AIM Rules are owed solely to the London StockExchange and are not owed to the Company or to any Director or Proposed Directoror to any other person in respect of their decision to acquire shares in theCompany in reliance on any part of this announcement. Strand Partners Limited isacting exclusively for KimCor and for no one else and will not be responsible toanyone other than the Company for providing the protections afforded to theirclients or for providing advice in relation to the contents of this announcementor the Acquisition or the proposed admission of the Enlarged Share Capital totrading on AIM. No representation or warranty, express or implied, is made byStrand Partners Limited as to the contents of this announcement, withoutlimiting the statutory rights of any person to whom this announcement is issued.The information contained in this announcement is not intended to inform or berelied upon by any subsequent purchasers of New Ordinary Shares (whether on oroff exchange) and accordingly no duty of care is accepted in relation to them. Definitions The following definitions apply throughout this announcement, unless the contextrequires otherwise: "1985 Act" the Companies Act 1985, as amended; "2006 Admission" the admission to trading on AIM of the Company's Ordinary Shares on 6 March 2006; "Acquisition" the proposed acquisition by the Company of the entire issued ordinary share capital of Dwyka Diamonds Holdings pursuant to the Acquisition Agreement; "Acquisition the conditional agreement dated 21 August 2007 between theAgreement" Company and Dwyka Resources relating to the Acquisition, details of which are set out in paragraph 17.6 of Part 6 of this document; "Admission" the admission of the Enlarged Share Capital and Existing Warrants to trading on AIM and such admission becoming effective in accordance with Rule 6 of the AIM Rules; "AIM" the AIM market operated by the London Stock Exchange; "AIM Rules" the AIM Rules for Companies as published by the London Stock Exchange and those other rules of the London Stock Exchange which govern the admission of securities to trading on, and the regulation of, AIM; "Ambrian" or Ambrian Partners Limited, which will be appointed as the"Broker" Company's broker conditional on Admission; "ASX" the Australian Stock Exchange, a market operated by the Australian Securities Exchange Limited; "Board" the board of directors of the Company; "Completion" completion of the Acquisition Agreement, which is expected to occur on the day of Admission; "Consideration the 134,383,718 new Ordinary Shares to be issued pursuant toShares" the Acquisition Agreement; "CREST" the system for paperless settlement of trades and the holding of uncertificated shares administered by Euroclear UK & Ireland Limited; "Directors" the directors of the Company at the date of this announcement, being Gordon Riddler, Martyn Churchouse, Manish Kotecha and Roger Harris; "Dwyka Diamonds Dwyka Diamonds Holdings Limited, a diamond mining andHoldings" or exploration company registered in Mauritius with registered"DDH" number 56512, whose registered office is at Manor House, 1st Floor, CNR George Street & Chazal Street, Port Louis, Mauritius; "Dwyka Dwyka Resources Limited (formerly known as Dwyka DiamondsResources" Limited), a company incorporated in Australia with Australian Company number 060 938 552 whose registered office is at 98 Colin Street, West Perth, WA, Australia; "Enlarged Group" the Company and its subsidiary undertakings as enlarged by the Acquisition; "Enlarged Share the number of ordinary shares in the capital of the CompanyCapital" in issue immediately following Admission comprising the Existing Ordinary Shares and the New Ordinary Shares; "Existing Ordinary the 67,191,859 Ordinary Shares in issue at the date of thisShares" document; "Existing Warrant the warrant instrument constituting the Existing WarrantsInstrument" dated 16 February 2006; "Existing the warrants to subscribe for Ordinary Shares created underWarrants" the Existing Warrant Instrument, details of which are set out in the admission document; "Extraordinary the extraordinary general meeting of the Company, convenedGeneral Meeting" for 20 September 2007, notice of which is set out at the endor "EGM" of this document; "KimCor" or "the KimCor Diamonds plc, a diamond mining, exploration andCompany" processing company incorporated in England and Wales with registered number 05399993 whose registered office is 18 Upper Brook Street, London W1K 7PU; "London Stock London Stock Exchange plc;Exchange" "Montagu" Montagu Stockbrokers Pty Ltd; "New Ordinary the Placing Shares and the Consideration Shares;Shares" "Ordinary ordinary shares of 0.5 pence each in the capital of theShares" Company; "Placees" subscribers for Placing Shares; "Placing" the conditional placing of the Placing Shares at the Placing Price pursuant to the Placing Agreement; "Placing the conditional agreement dated 21 August 2007 between theAgreement" Company, the Directors, the Proposed Directors, Strand Partners and Montagu, further details of which are set out in the admission document; "Placing Price" 6.5 pence per Ordinary Share; "Placing Shares" the 65,535,000 new Ordinary Shares which are proposed to be issued pursuant to the Placing; "Proposals" together, the Acquisition, the Placing and Admission, and the other proposals described in this document; "Proposed Melissa Sturgess and Cedric Bredenkamp;Directors" "Resolutions" the resolutions to be proposed at the EGM, as set out in the notice of EGM at the end of the admission document and reference to a Resolution is to the relevant resolution set out in the notice of EGM; "Rule 9" Rule 9 of the Takeover Code; "Shareholders" holders of Ordinary Shares; "South Africa" Republic of South Africa;"Strand Strand Partners Limited, the Company's nominated adviser andPartners" broker; "subsidiary" or have the meanings given to them by 1985 Act;"subsidiaryundertaking" "Takeover Code" the City Code on Takeovers and Mergers; "UK" or "United the United Kingdom of Great Britain and Northern Ireland;Kingdom" "US" or "United the United States of America, its territories andStates" possessions, any state of the United States of America and the district of Columbia and all other areas subject to its jurisdiction; "US person" a citizen or permanent resident of the United States, as defined in Regulation S promulgated under the Securities Act 1933 as amended; and "Waiver Resolution 2 in the notice of EGM at the end of thisResolution" document. END This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
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