22nd May 2007 10:45
BDI Mining Corp22 May 2007 Not for release, publication or distribution, in whole or in part, in, into or from Australia, New Zealand, Canada or Japan or any Restricted Jurisdiction 22 May 2007 Recommended Cash Offer by Gem Diamonds Limited for BDI Mining Corp Offer Declared Wholly Unconditional Summary On 20 April 2007, Gem Diamonds Limited (LSE: GEMD) ("Gem Diamonds" or the"Group") made a recommended cash offer (the "Offer") for the entire issued andto be issued share capital of BDI Mining Corp (AIM: BMG) ("BDI Mining") notalready owned by Gem Diamonds. • Gem Diamonds has acquired, or received valid acceptances in respect of, 96,982,879 BDI Mining Shares representing approximately 90.2% of the issued BDI Mining Shares • Accordingly, the Offer is declared unconditional in all respects • An application is being made today by BDI Mining for the cancellation of admission to trading of BDI Mining Shares on AIM • Gem Diamonds intends to procure that BDI Mining redeems the remaining BDI Mining Shares (including BDI Mining Shares represented by depository interests) • Acceptances received to date will receive settlement consideration within 14 days from the date hereof • Offer remains open for acceptance to BDI Mining Shareholders until 6 June 2007 • Gem Diamonds will shortly commence operational integration of the BDI Mining assets into the Group • Operations at Cempaka have been ongoing during the Offer Period Commenting on the Offer, Clifford Elphick, CEO of Gem Diamonds, said: "We are pleased that the Offer has met with this strong level of support and GemDiamonds looks forward to developing the BDI Mining assets to their fullpotential." 1. Acceptances Gem Diamonds announces that, as at 9.00 a.m. on 22 May 2007, valid acceptancesof the Offer had been received in respect of 65,132,879 BDI Mining Shares,representing approximately 60.6% of the issued BDI Mining Shares. Including the31,850,000 BDI Mining Shares acquired by Gem Diamonds in April and May 2007(including 250,000 BDI Mining Shares acquired by Gem Diamonds on 21 May 2007,see Section 5 of this announcement for further details), Gem Diamonds hasacquired, or received valid acceptances of the Offer in respect of, 96,982,879BDI Mining Shares in aggregate, representing approximately 90.2% of the issuedBDI Mining Shares. The above figures include valid acceptances for all of the BDI Mining Shares forwhich Gem Diamonds had received irrevocable undertakings and a letter of intenton the day on which the Offer was announced. These irrevocable undertakings andletter of intent to accept the Offer, were at the date of the Offer, in respectof 51,397,157 BDI Mining Shares in aggregate, representing approximately 49.1%of the issued BDI Mining Shares (or 47.8% as at the date of this announcement asa result of issues of shares since the date of the Offer). 2. Offer Declared Wholly Unconditional and Settlement All of the conditions of the Offer have now been satisfied or waived and theOffer has been declared unconditional in all respects. The Offer, which remains subject to the terms set out in the Offer Document,will remain open for acceptance until 1.00 p.m. on 6 June 2007. BDI Mining Shareholders who wish to accept the Offer and who have not alreadydone so should: (i) in respect of BDI Mining Shares held in certificated form, complete andreturn the Form of Acceptance in accordance with the instructions set out in theOffer Document and on the Form of Acceptance so as to be received as soon aspossible and, in any event, by no later than 1.00 p.m. on 6 June 2007; (ii) in respect of BDI Mining Shares represented by depository interests inuncertificated form, withdraw their BDI Mining Shares represented by depositoryinterests into their own name electronically through CREST by sending a CRESTwithdrawal instruction to CRESTCo as soon as possible and, in any event, so thatthe CREST withdrawal instruction settles by no later than 1.00 p.m. on 5 June2007 and simultaneously complete and return the Form of Acceptance in accordancewith the instructions set out in the Offer Document and on the Form ofAcceptance so as to be received by no later than 1.00 p.m. on 6 June 2007. Settlement of the consideration to accepting BDI Mining Shareholders or theirdesignated agents will be effected as set out below: (a) in the case of acceptances received complete in all respects by 21 May 2007,within 14 calendar days; or (b) in the case of acceptances received complete in all respects on or after 22May 2007, within 14 calendar days of such receipt. 3. De-listing and Redemption As the Offer has become wholly unconditional and Gem Diamonds has acquired, orreceived valid acceptances of the Offer in respect of, in excess of 75% of theBDI Mining Shares, Gem Diamonds is taking steps to procure the application byBDI Mining for the cancellation of admission to trading of BDI Mining Shares onAIM. It is anticipated that cancellation of admission to trading will takeeffect from 20 June 2007, being 20 Business Days following the date of thisannouncement. Pursuant to the provisions of the BVI Act, as soon as Gem Diamonds becomes theregistered holder of over 90% of the outstanding shares in BDI Mining entitledto vote, it intends to take steps to procure the redemption by BDI Mining of theBDI Mining Shares held by BDI Mining Shareholders who have not accepted theOffer. It is intended that BDI Mining will as soon as possible thereafterdespatch redemption notices to BDI Mining Shareholders who have not accepted theOffer, to redeem compulsorily, at the Offer Price, the remaining BDI MiningShares in respect of which the Offer has not been accepted. 4. Amendment to Articles of Association Gem Diamonds is taking steps to procure that BDI Mining amends its Articles ofAssociation so that if BDI Mining issues any new shares to any person (a "NewMember"), other than Gem Diamonds or its nominee, they will be immediatelytransferred to Gem Diamonds or as Gem Diamonds may direct (the "Purchaser") inconsideration of, and conditional on, the payment by the Purchaser to the NewMember of £0.37. 5. Market Purchases Gem Diamonds announces that, on 21 May 2007, it acquired 250,000 BDI MiningShares at 37 pence per BDI Mining Share, representing approximately 0.2% of theissued BDI Mining Shares. Together with BDI Mining Shares already acquired by Gem Diamonds prior to 21 May2007, Gem Diamonds now owns 31,850,000 BDI Mining Shares in aggregate,representing approximately 29.6% of the issued BDI Mining Shares. In accordance with Gem Diamonds Directors' agreement and statement that theywould act within the spirit of the City Code throughout the Offer, disclosureoutlining the key information associated with the purchase, and in a formconsistent with Rule 8.1 disclosure, is provided below. Defined terms used in this announcement have the same meanings as in the OfferDocument dated 20 April 2007. Enquiries: Gem Diamonds Stephen Wetherall +27 82 418 8735Angela Parr +27 83 578 3885 Strata Capital +44 (0) 20 7399 1102(Financial Adviser to Gem Diamonds) Oliver Corner JPMorgan Cazenove + 44 (0) 20 7588 2828(Corporate Broker to Gem Diamonds) Ian HannamJonathan WalkerNeil Passmore BDI Mining Martin Horgan +44 (0) 20 7016 5106Reg Spencer +61 (0) 448812128 Ruegg & Co +44 (0) 20 7584 3663(Financial Adviser to BDI Mining) Brett Miller 1. KEY INFORMATION +-----------------------------------+--------------------------------------+|Name of person dealing |GEM DIAMONDS LIMITED |+-----------------------------------+--------------------------------------+|Company dealt in |BDI MINING CORP |+-----------------------------------+--------------------------------------+|Class of relevant security to which|COMMON SHARES ||the dealings being disclosed relate| |+-----------------------------------+--------------------------------------+|Date of dealing |21 MAY 2007 |+-----------------------------------+--------------------------------------+ 2. INTERESTS, SHORT POSITIONS AND RIGHTS TO SUBSCRIBE (a) Interests and short positions (following dealing) in the class of relevantsecurity dealt in +------------------------+------------------------+------------------------+| |Long |Short || | | || | | |+------------------------+------------------------+------------------------+| | Number| Number|| | (%)| (%)|| | | |+------------------------+------------------------+------------------------+|(1) Relevant securities | 250,000| || | 0.2%| || | | |+------------------------+------------------------+------------------------+|(2) Derivatives (other | | ||than options) | | || | | || | | |+------------------------+------------------------+------------------------+|(3) Options and | | ||agreements to purchase/ | | ||sell | | || | | || | | |+------------------------+------------------------+------------------------+|Total | 250,000| || | 0.2%| || | | |+------------------------+------------------------+------------------------+ (b) Interests and short positions in relevant securities of the company, otherthan the class dealt in +------------------------+------------------------+------------------------+|Class of relevant |Long |Short ||security: | | || | | || | | |+------------------------+------------------------+------------------------+| | Number (%)| Number (%)|| | | || | | |+------------------------+------------------------+------------------------+|(1) Relevant securities | | || | | || | | |+------------------------+------------------------+------------------------+|(2) Derivatives (other | | ||than options) | | || | | || | | |+------------------------+------------------------+------------------------+|(3) Options and | | ||agreements to purchase/ | | ||sell | | || | | || | | |+------------------------+------------------------+------------------------+|Total | | || | | || | | |+------------------------+------------------------+------------------------+ (c) Rights to subscribe +-----------------------------------+--------------------------------------+|Class of relevant security: |Details || | || | |+-----------------------------------+--------------------------------------+| | |+-----------------------------------+--------------------------------------+ 3. DEALINGS (a) Purchases and sales +------------------------+------------------------+------------------------+|Purchase/sale | Number of securities| Price per unit|| | | || | | |+------------------------+------------------------+------------------------+|PURCHASE | 250,000| 37p|| | | || | | |+------------------------+------------------------+------------------------+ (b) Derivatives transactions (other than options) +------------------+-----------------+------------------+------------------+|Product name, |Long/short |Number of |Price per unit || | |securities | ||e.g. CFD | | | |+------------------+-----------------+------------------+------------------+| | | | || | | | || | | | |+------------------+-----------------+------------------+------------------+ (c) Options transactions in respect of existing securities (i) Writing, selling, purchasing or varying +---------+-----------+----------+---------+----------+---------+----------+|Product |Writing, |Number of |Exercise |Type, e.g.|Expiry |Option ||name, |selling, |securities| |American, | |money || |purchasing,|to which |price |European |date | ||e.g. call|varying |the option| |etc. | |paid/ ||option |etc. |relates | | | |received || | | | | | |per unit || | | | | | | |+---------+-----------+----------+---------+----------+---------+----------+| | | | | | | |+---------+-----------+----------+---------+----------+---------+----------+ (ii) Exercising +------------------------+------------------------+------------------------+|Product name, e.g. call |Number of securities |Exercise price per unit ||option | | |+------------------------+------------------------+------------------------+| | | || | | || | | |+------------------------+------------------------+------------------------+ (d) Other dealings (including new securities) +------------------------+------------------------+------------------------+|Nature of transaction |Details |Price per unit (if || | |applicable) || | | |+------------------------+------------------------+------------------------+| | | || | | || | | |+------------------------+------------------------+------------------------+ 4. OTHER INFORMATION Agreements, arrangements or understandings relating to options or derivatives +-------------------------------------------------------------------------+|Full details of any agreement, arrangement or understanding between the ||person disclosing and any other person relating to the voting rights of ||any relevant securities under any option referred to on this form or ||relating to the voting rights or future acquisition or disposal of any ||relevant securities to which any derivative referred to on this form is ||referenced. If none, this should be stated. |+-------------------------------------------------------------------------+| || || || || |+-------------------------------------------------------------------------+ Is a Supplemental Form 8 attached? NO +-----------------------------------+--------------------------------------+|Date of disclosure |22 May 2007 |+-----------------------------------+--------------------------------------+|Contact name |STEPHEN WETHERALL |+-----------------------------------+--------------------------------------+|Telephone number |+27 82 418 8735 |+-----------------------------------+--------------------------------------+ Strata Capital UK LLP, which is authorised and regulated in the United Kingdomby the Financial Services Authority, is acting exclusively for Gem Diamonds andno one else in connection with the Offer and this announcement and will not beresponsible to anyone other than Gem Diamonds for providing the protectionsafforded to clients of Strata Capital UK LLP or for providing advice inconnection with the Offer or this announcement or any matter referred to herein. JPMorgan Cazenove Limited, which is authorised and regulated in the UnitedKingdom by the Financial Services Authority, is acting exclusively for GemDiamonds and no one else in connection with the Offer and this announcement andwill not be responsible to anyone other than Gem Diamonds for providing theprotections afforded to clients of JPMorgan Cazenove Limited or for providingadvice in connection with the Offer or this announcement or any matter referredto herein. Ruegg & Co Limited, which is authorised and regulated in the United Kingdom bythe Financial Services Authority, is acting exclusively for BDI Mining and noone else in connection with the Offer and this announcement and will not beresponsible to anyone other than BDI Mining for providing the protectionsafforded to clients of Ruegg & Co Limited or for providing advice in connectionwith the Offer or this announcement or any matter referred to herein. This announcement is for informational purposes only and does not constitute anoffer to sell or invitation to purchase any securities or the solicitation ofany vote for approval in any jurisdiction, nor shall there be any sale, issue ortransfer of the securities referred to in this announcement in any jurisdictionin contravention of applicable law. The Offer will be made solely by the OfferDocument and the Form of Acceptance accompanying the Offer Document, which willcontain the full terms and conditions of the Offer, including details of how theOffer may be accepted. The Offer will not be made, directly or indirectly, in, into or from aRestricted Jurisdiction where to do so would violate the laws in thatjurisdiction, and the Offer is not capable of acceptance from or within aRestricted Jurisdiction. Accordingly, copies of this announcement and alldocuments relating to the Offer are not being, and must not be, directly orindirectly, mailed or otherwise forwarded, distributed or sent in, into or froma Restricted Jurisdiction where to do so would violate the laws in thatjurisdiction, and persons receiving this announcement and all documents relatingto the Offer (including custodians, nominees and trustees) must not mail orotherwise distribute or send them in, into or from such jurisdictions as doingso may invalidate any purported acceptance of the Offer. The availability of theOffer to BDI Mining Shareholders who are not resident in the United Kingdom maybe affected by the laws of the relevant jurisdictions in which they areresident. Persons who are not resident in the United Kingdom should informthemselves of, and observe, any applicable requirements. In accordance with normal UK market practice, Gem Diamonds or its nominees orbrokers (acting as agents) may from time to time make certain purchases of, orarrangements to purchase, BDI Mining Shares outside the United States, otherthan pursuant to the Offer, before or during the period in which the Offerremains open for acceptance. These purchases may occur either in the open marketat prevailing prices or in private transactions at negotiated prices. Anyinformation about such purchases will be disclosed as required in the UK. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
Gem Diamonds Di