11th Apr 2007 07:02
Gem Diamonds Limited11 April 2007 Not for release, publication or distribution, in whole or in part, in, into orfrom Australia,New Zealand, Canada or Japan or any Restricted Jurisdiction Embargoed until 7.00 a.m. (London time) on 11 April 2007 11 April 2007 Recommended cash offer by Gem Diamonds Limited for BDI Mining Corp Summary Gem Diamonds Limited (LSE: GEMD) ("Gem Diamonds") and BDI Mining Corp (AIM: BMG)("BDI Mining") are pleased to announce today that they have reached agreement onthe terms of a recommended cash offer by Gem Diamonds for all the issued and tobe issued share capital of BDI Mining. Offer Highlights • Cash offer of 37 pence for each BDI Mining Share • Offer provides BDI Mining Shareholders with an 8.8 per cent. premium to BDI Mining's closing share price on 10 April 2007 and values all BDI Mining's issued and to be issued share capital at approximately £41.9 million • Offer unanimously recommended by the BDI Mining Directors • Irrevocable undertakings and letters of intent to accept the Offer received in respect of, in aggregate, 61,842,657 BDI Mining Shares, representing approximately 59.6 per cent. of BDI Mining's issued share capital, including from all the BDI Mining Directors • Transaction adds to Gem Diamonds' portfolio an 80 per cent. holding in Cempaka, a high gem quality producing alluvial diamond mine in Indonesia, with potential for significant production increase • Core management of BDI Mining to join Gem Diamonds and to continue the development of the Cempaka mine • Gem Diamonds will review strategic options for BDI Mining's Woodlark Gold Project Commenting on the Offer, Clifford Elphick, Chairman and CEO of Gem Diamonds,said: "We are pleased to have reached agreement with the BDI Mining Directors and thatthey have unanimously recommended Gem Diamonds' Offer to their Shareholders. Webelieve that Gem Diamonds' expertise in alluvial diamond mining, together withour intention to undertake additional investment in the Cempaka mine, willsignificantly enhance the operational performance of Cempaka. Cempaka provides Gem Diamonds with an opportunity to diversify geographicallywhilst retaining its focus on high quality diamond production and positions GemDiamonds as a company with global ambitions. We look forward to working with the management of BDI Mining, the Government ofIndonesia and the regional government of Kalimantan to fulfil Cempaka'spotential." Commenting on the Offer, Lee Spencer, Managing Director of BDI Mining, said: "We welcome Gem Diamonds' Offer for BDI Mining which we believe fairly valuesBDI Mining and provides certainty to Shareholders. We have successfullycommissioned and operated the Cempaka mine since March 2005. We have recentlyconducted exploratory work and, given the encouraging results, we have plans toincrease the production capacity at Cempaka. Gem Diamonds provides bothcomplementary technical skills and additional capacity for investment at a timeof technical and implementation risk for BDI Mining. I am looking forward toworking with Gem Diamonds to realise the vision of Indonesia becoming asignificant producer of diamonds". There will be a conference call for investors and analysts at 11.00 a.m. (Londontime) on 11 April 2007. It can be accessed by dialling +44 (0) 1452 587 356. Thepresentation to be used in connection with the conference call can be downloadedfrom www.gemdiamonds.com. Notes to Editors: 1. Information relating to Gem Diamonds Gem Diamonds is a diamond mining company with a balanced portfolio of aproducing mine, development projects and long-term prospects, located acrosscentral and southern Africa. Established in July 2005, Gem Diamonds is pursuingan accelerated growth strategy and aims to become one of the world's leadingdiamond producers. Gem Diamonds currently has one producing kimberlite mine,Letseng, in Lesotho, and four development projects in the Democratic Republic ofCongo and one in the Central African Republic. Recently Gem Diamonds confirmed aco-operation agreement with Angolan partners that provides an option to investin the Chiri kimberlite concession in Angola. In February 2007, Gem Diamonds listed on the London Stock Exchange and raised inexcess of US$600 million to fund development of its existing growth assets inthe Democratic Republic of Congo and Central African Republic as well as topursue additional growth opportunities. 2. Information relating to BDI Mining BDI Mining is a diamond and gold mining company which owns a producing alluvialdiamond mine and a gold development project. BDI Mining, through its indirectwholly owned subsidiary AMMC, owns 80 per cent. of PTGC, which holds the miningrights to the Cempaka diamond mine in Indonesia. The remaining 20 per cent. inPTGC is held by ANTAM, an Indonesian state mining company. BDI Mining alsoindirectly owns 100 per cent. of the Woodlark Gold Project in Papua New Guineathrough a wholly owned subsidiary. Cempaka is an alluvial diamond mine located in south-east Kalimantan, Indonesia.The alluvial diamond deposits at Cempaka are located in two concealedpalaeochannels: the Danau Seran palaeochannel which has produced more than70,000 carats; and the Cempaka palaeochannel consisting of large volumes ofdiamondiferous palaeochannel gravels. The Cempaka diamond mine is covered by theCOW with a total contiguous area of over 8,000 hectares. The COW allows for a 30year mine life beginning in 2003. The Woodlark Gold Project is located in Papua New Guinea and has a JORCcompliant resource (including measured, indicated and inferred resources) whichexceeds 1 million ounces. The book value of the gross assets of BDI Mining as at 31 December 2006 wasUS$21,729,764. In the 12 months ended 31 December 2006, BDI Mining recorded anoperating loss of US$4,577,876. This summary should be read in conjunction with, and is subject to, the fulltext of the following announcement. Appendix III of this announcement containsthe sources and bases of certain information used in this summary and in thefollowing announcement. Appendix IV of this announcement contains definitions ofcertain terms used in this summary and the following announcement. The OfferDocument and the Form of Acceptance will be posted to BDI Mining Shareholders(other than to persons with addresses in any Restricted Jurisdiction) as soon aspracticable and, in any event, within twenty-eight days of this announcement. Enquiries: Gem DiamondsStephen 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 Merlin +44 (0) 207 653 6620(Financial PR to Gem Diamonds)David Simonson +44(0) 1823 401 048Bridget Fury +44 (0)7941 085 506 BDI MiningMartin Horgan +44 (0) 20 7016 5106Reg Spencer +61 (0) 44 881 2128 Ruegg & Co +44 (0) 20 7584 3663(Financial Adviser to BDI Mining)Brett Miller 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. This announcement has been prepared for the purpose of complying with Englishlaw and the information disclosed may not be the same as that which would havebeen disclosed if this announcement had been prepared in accordance with thelaws of jurisdictions outside the United Kingdom. The release, publication ordistribution of this announcement in certain jurisdictions may be restricted bylaw. Persons who are not resident in the United Kingdom or who are subject toother jurisdictions should inform themselves of, and observe, any applicablerequirements. 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 announcement includes certain "forward-looking statements". Thesestatements are based on the current expectations of the management of GemDiamonds and BDI Mining and are naturally subject to uncertainty and changes incircumstances. The forward-looking statements contained herein may includestatements about the expected effects on Gem Diamonds or BDI Mining of theOffer, the expected timing and scope of the Offer, strategic options and allother statements in this announcement other than historical facts.Forward-looking statements include, without limitation, statements typicallycontaining words such as "intends", "expects", "anticipates", "targets","estimates" and words of similar import. By their nature, forward-lookingstatements involve risk and uncertainty because they relate to events and dependon circumstances that will occur in the future. There are a number of factorsthat could cause actual results and developments to differ materially from thoseexpressed or implied by such forward-looking statements. These factors include,but are not limited to, the satisfaction of the conditions to the Offer, as wellas additional factors, such as changes in economic conditions, changes in thelevel of capital investment, success of business and operating initiatives andrestructuring objectives, customers' strategies and stability, changes in theregulatory environment, fluctuations in interest and exchange rates, the outcomeof litigation, government actions and natural phenomena such as floods,earthquakes and hurricanes. Other unknown or unpredictable factors could causeactual results to differ materially from those in the forward-lookingstatements. Neither Gem Diamonds nor BDI Mining undertake any obligation toupdate publicly or revise forward-looking statements, whether as a result of newinformation, future events or otherwise, except to the extent legally required. 1. Introduction Gem Diamonds Limited (LSE: GEMD) ("Gem Diamonds") and BDI Mining Corp (AIM: BMG)("BDI Mining") are pleased to announce today that they have reached agreement onthe terms of a recommended cash offer by Gem Diamonds for all the issued and tobe issued share capital of BDI Mining. 2. The Offer Under the terms of the Offer, BDI Mining Shareholders will be entitled toreceive 37 pence in cash for each BDI Mining Share held. The terms of the Offervalue the entire existing issued and to be issued share capital of BDI Mining atapproximately £41.9 million. This assumes that all BDI Mining Options and BDIMining Warrants are exercised and the Offer accepted in respect of the resultingBDI Mining Shares and that none of the Out-of-the-Money BDI Mining Options areexercised. The consideration of 37 pence in cash for each BDI Mining Share represents apremium of approximately 8.8 per cent to the closing price of 34 pence per BDIMining Share on 10 April 2007 and a premium of approximately 20.3 per cent tothe average closing price for the period of 1 month ended 10 April 2007 ofapproximately 30.75 pence per BDI Mining Share. 3. Recommendation The BDI Mining Directors, who have been so advised by Ruegg & Co Limited,consider the terms of the Offer to be fair and reasonable. In providing itsadvice Ruegg & Co Limited has taken into account the commercial assessments ofthe BDI Mining Directors. Accordingly, the BDI Mining Directors intendunanimously to recommend that BDI Mining Shareholders accept the Offer as theyhave irrevocably undertaken to do themselves in respect of their own beneficialholdings. The background to and reasons for recommending the Offer are set out inparagraphs 5 and 6 below. 4. Irrevocable undertakings and letters of intent In connection with the Offer, the BDI Mining Directors have entered intoirrevocable undertakings with Gem Diamonds pursuant to which they have agreed toaccept the Offer in respect of their entire holdings of BDI Mining Sharesrepresenting approximately 3.7 per cent. of the issued BDI Mining Shares. Theseundertakings will remain binding even if a higher competing offer is made forBDI Mining, unless the Offer lapses or is withdrawn or the Offer Document is notposted within 28 days (or such later date as Gem Diamonds and BDI Mining mayagree). In connection with the Offer, certain BDI Mining Shareholders have entered intoirrevocable undertakings with Gem Diamonds pursuant to which they have agreed toaccept the Offer. The relevant Shareholders are British Portfolio Trust, AllianzRCM UK Growth Fund, Al Rajhi Holdings, Ospraie Special Opportunities MasterHoldings Ltd and The Ospraie Portfolio Ltd, William Philip Seymour Richards, RABSpecial Situations (Master) Fund Limited, CIM Investment Management Limited andJPMorgan Asset Management Ltd and they have agreed to accept the Offer inrespect of their shareholdings of 2,530,000, 5,713,415, 10,417,200, 1,016,750,6,128,250, 300,000, 5,500,000, 5,150,000 and 7,350,000, respectively,representing approximately 42.5 per cent. in aggregate of the issued BDI MiningShares. These irrevocable undertakings will cease to be binding (i) if the OfferDocument is not posted within 28 days (or such later date as Gem Diamonds andBDI Mining may agree) from the date of this announcement or (ii) if the Offerlapses or is withdrawn or (iii) an offer is announced by a third party beforethe Offer becomes unconditional as to acceptances, provided that such thirdparty's offer price is at least 10 per cent. greater than the offer price underthe Offer. In addition, William Aldwin Soames, Saad Investments Company Limited, RCM (acompany of Allianz Global Investors) and Draganfly Investments Limited haveprovided letters of intent to Gem Diamonds stating that their current intentionis to accept the Offer in respect of their shareholdings of 2,412,000,3,111,500, 5,756,585 and 2,650,000 BDI Mining Shares, respectively, representingapproximately 13.4 per cent. of the issued BDI Mining Shares. In summary, therefore, Gem Diamonds has received irrevocable undertakings andletters of intent to accept the Offer in respect of 61,842,657 BDI Mining Sharesin aggregate representing approximately 59.6 per cent. of the issued BDI MiningShares. Further details of these irrevocable undertakings are set out in Appendix II tothis announcement. 5. Background to and reasons for the Offer Successful completion of the Offer would provide Gem Diamonds with anopportunity to leverage its core skills in alluvial diamond mining to maximizethe potential of the Cempaka alluvial mine. Gem Diamonds believes that theapplication of its technical expertise together with additional capital willallow for a significant upgrade to the resource at Cempaka together with theability to increase production in the short- to medium-term. Gem Diamonds' Offercomes at a time when BDI Mining is about to start mining the larger Cempakachannel and requires additional capital. The timing of the Offer will allow Gem Diamonds to review and influence the mineplan for the larger Cempaka channel as well as introduce new equipment with theaim of reducing costs and increasing production, initially to 80,000 BCMs permonth (from 50,000 BCMs per month in 2006) and in the longer term to asignificantly higher level. The Cempaka diamond mine adds a second producing asset to Gem Diamonds'portfolio and provides geographic diversification outside of Africa, as well asproviding Gem Diamonds with additional exposure to high quality diamondproduction. Historical realised diamond prices from the larger Cempaka channelhave averaged more than US$250 per carat, while historical realised diamondprices in respect of total production from the Cempaka diamond mine haveaveraged approximately US$235 per carat. The Offer for BDI Mining is in line with Gem Diamonds' stated strategy at itslisting on the London Stock Exchange in February 2007 and provides a newproducing diamond asset with the potential for significant production andresource upgrades. Gem Diamonds expects to review its strategic options with respect to BDIMining's Woodlark Gold Project in Papua New Guinea. 6. Background to and reasons for recommending the Offer In 2005, BDI Mining commenced commercial production of diamonds from its 80 percent. owned Cempaka alluvial mine. The resources identified to date are twodiamond bearing gravel systems - the Danau Seran channel and the larger Cempakachannel. Initial mining has focused on the smaller Danau Seran Channel giventhe previously existing intense exploration and infrastructure. Miningoperations in Danau Seran have recovered over 70,000 carats of gem qualitydiamonds since commercial operations commenced in 2005. During late 2006 BDI Mining commenced trial mining operations at the largerCempaka channel as part of a programme to confirm the grade and quality of thediamonds in the channel. Upon completion of the trial mining, the management of Cempaka undertook anoperational and financial modelling exercise which indicated that a minimalprocessing rate of at least 80,000 BCMs per month of diamondiferous channelgravels is optimal to support the long-term profitability of Cempaka. Capitalrequirements for an expansion to this minimum level (which would comprise theexpansion of the processing plant, purchase of an owner/operated mobile fleet,enhanced infrastructure and aggressive pre-stripping of waste to expose gravelsand develop a feed stockpile) are estimated by the BDI Mining management to bein the region of US$15 million. Exploration work at BDI Mining's 100 per cent. owned Woodlark Gold Projectcontinued through 2006 and during the first quarter of 2007. Upon the cessationof drilling in June 2006, the JORC compliant resources (including measured,indicated and inferred resources) at the Woodlark Gold Project exceeded 1million ounces. In order to progress the Woodlark Gold Project to the pointwhere a development decision could be made, the management of BDI Mining hasdecided to undertake a US$5 million drilling campaign to further increaseresources in the "open-pittable" category and to undertake preliminarymetallurgical test work in advance of the preparation of a pre-feasibilitystudy. This exploration program will take up to 9 months to complete. In reviewing the future funding requirements for BDI Mining, the BDI MiningDirectors have been investigating several alternative strategies. These includethe issuance of equity, the use of convertible bond instruments and the partialor full disposal of the Woodlark Gold Project to fund the future developmentplans at Cempaka. In conclusion, the BDI Mining Directors unanimously recommend that Shareholdersaccept the Offer based on: • The Offer is at a fair price and represents a premium of 8.8 per cent to BDI Mining's closing share price of 34 pence on 10 April 2007; • In the absence of the Offer, BDI Mining would need to raise additional capital of approximately US$20 million to fund further development at Cempaka and the Woodlark Gold Project which would potentially dilute existing Shareholders; and • The further development of these assets brings with it significant implementation risks for BDI Mining on a standalone basis. 7. Information relating to Gem Diamonds Gem Diamonds is a diamond mining company with a balanced portfolio of aproducing mine, development projects and long-term prospects, located acrosscentral and southern Africa. Established in July 2005, Gem Diamonds is pursuingan accelerated growth strategy and aims to become one of the world's leadingdiamond producers. Gem Diamonds currently has one producing kimberlite mine,Letseng, in Lesotho, and four development projects in the Democratic Republic ofCongo and one in the Central African Republic. Recently Gem Diamonds confirmed aco-operation agreement with Angolan partners that provides an option to investin the Chiri kimberlite concession in Angola. In February 2007, Gem Diamonds listed on the London Stock Exchange and raised inexcess of US$600 million to fund development of its existing growth assets inthe Democratic Republic of Congo and Central African Republic as well as topursue additional growth opportunities. 8. Information relating to BDI Mining BDI Mining is a diamond and gold mining company which owns a producing alluvialdiamond mine and a gold development project. BDI Mining, through its indirectwholly owned subsidiary AMMC, owns 80 per cent. of PTGC, which holds the miningrights to the Cempaka diamond mine in Indonesia. The remaining 20 per cent. inPTGC is held by ANTAM, an Indonesian state mining company. BDI Mining alsoindirectly owns 100 per cent. of the Woodlark Gold Project in Papua New Guineathrough a wholly owned subsidiary. Cempaka is an alluvial diamond mine located in south-east Kalimantan, Indonesia.The alluvial diamond deposits at Cempaka are located in two concealedpalaeochannels: the Danau Seran palaeochannel which has produced more than70,000 carats; and the Cempaka palaeochannel consisting of large volumes ofdiamondiferous palaeochannel gravels. The Cempaka diamond mine is covered by theCOW with a total contiguous area of over 8,000 hectares. The COW allows for a 30year mine life beginning in 2003. The Woodlark Gold Project is located in Papua New Guinea and has a JORCcompliant resource (including measured, indicated and inferred resources) whichexceeds 1 million ounces. The book value of the gross assets of BDI Mining as at 31 December 2006 wasUS$21,729,764. In the 12 months ended 31 December 2006, BDI Mining recorded anoperating loss of US$4,577,876. 9. Management and employees The Gem Diamonds Directors have given assurances to the BDI Mining Directorsthat, following completion of the Offer, the existing employment rights of allemployees of BDI Mining will be safeguarded. Upon completion of the Offer, Lee Spencer, Managing Director of BDI Mining, willremain with the combined group and manage the expansion of the Cempaka mine. Inaddition, Martin Horgan, Executive Director of BDI Mining, has agreed to remainfor a period of not less than three months to facilitate the integration of BDIMining into Gem Diamonds. Key members of the operational management of theCempaka mine, Steve West and Harry Suharsono, have both agreed to remain withthe combined group for a minimum period of two years. 10. BDI Mining Share Option Plan and BDI Mining Warrants The Offer will extend to any BDI Mining Shares unconditionally allotted orissued pursuant to the exercise of options under the BDI Mining Share OptionPlan and the exercise of any BDI Mining Warrants while the Offer remains openfor acceptance. Appropriate proposals will be made to participants in the BDIMining Share Option Plan and the BDI Mining Warrantholders in due course. 11. Financing The funds required to make the cash payment under the Offer will come from GemDiamonds' existing resources. Strata Capital UK LLP is satisfied that financialresources are available to Gem Diamonds to satisfy full acceptance of the Offer. 12. Exclusivity and Break fee BDI Mining has entered into an exclusivity agreement with Gem Diamonds. Underthis agreement, Gem Diamonds has been granted exclusivity until 31 May 2007 and,during this time, the BDI Mining Directors have agreed not to solicit offersfrom or negotiate with any third party. Gem Diamonds and BDI Mining have agreed that BDI Mining will pay to Gem Diamondsa fee of one per cent. of the Offer value (being one per cent. of 37 pencemultiplied by the number of BDI Mining Shares on a fully diluted basis) if theBDI Mining Directors materially amend the terms of or withdraw theirrecommendation of the Offer and subsequently the Offer lapses and is withdrawnor an announcement is made by a third party of its intention to make an offerfor BDI Mining which subsequently becomes or is declared unconditional in allrespects or is otherwise completed. 13. Redemption, de-listing and cancellation of trading If Gem Diamonds receives acceptances under the Offer in respect of, or otherwiseacquires, BDI Mining Shares carrying not less than 90 per cent. of the votes ofthe outstanding BDI Mining Shares entitled to vote, Gem Diamonds intends to givea written instruction to BDI Mining directing it to redeem for cash anyremaining BDI Mining Shares to which the Offer relates. The Gem DiamondsDirectors would expect the redemption for any remaining BDI Mining Shares to bemade at the same price at which the Offer is being made. Should a BDI MiningShareholder not accept the Offer, the redemption, which is a compulsory process,would take up to 120 days to complete. It is intended that, following the Offer becoming or being declaredunconditional in all respects, and subject to applicable requirements of theLondon Stock Exchange, Gem Diamonds will procure that BDI Mining will apply tothe London Stock Exchange for the listing of the BDI Mining Shares to becancelled and for the BDI Mining Shares to cease to be admitted to trading onAIM. 14. Disclosure of interests in BDI Mining Neither Gem Diamonds, nor any director of Gem Diamonds, nor, so far as GemDiamonds is aware, any person acting in concert with Gem Diamonds is interestedin or has any rights to subscribe for any BDI Mining Shares, nor does any suchperson have any short position or any arrangement in relation to BDI MiningShares. For these purposes, "arrangement" includes any agreement to sell or anydelivery obligation or right to require another person to purchase or takedelivery and borrowing or lending of BDI Mining Shares. An "arrangement" alsoincludes any indemnity or option arrangement, any agreement or understanding,formal or informal, of whatever nature relating to BDI Mining Shares which maybe an inducement to deal or refrain from dealing in such securities. "Interest"includes any long economic exposure, whether conditional or absolute, to changesin the price of securities and a person is treated as having an "interest" byvirtue of the ownership or control of securities, or by virtue of any option inrespect of, or derivative referenced to, securities. 15. City Code on Takeovers and Mergers The Panel has confirmed to Ruegg & Co that the Offer does not fall within theauspices of the City Code and is outside of the jurisdiction of the Panel as BDIMining is a British Virgin Islands registered company. The Gem DiamondsDirectors and the BDI Mining Directors have each agreed to act within the spiritof the City Code. However, BDI Mining Shareholders should note that they willnot have the full benefit of the protections that the City Code would provide ifit applied to the Offer. 16. General The BDI Mining Shares that are subject to the Offer will be acquired by GemDiamonds fully paid and free from all liens, charges, equitable interests, thirdparty rights and interests and encumbrances and together with all rights now andhereafter attaching thereto, including the right to receive all dividends andother distributions (if any) declared, made or paid after the date of theannouncement of the Offer. The formal Offer Document and the Form of Acceptance setting out the full termsand conditions of the Offer will be posted to BDI Mining Shareholders. Indeciding whether or not to accept the Offer in respect of their BDI MiningShares, BDI Mining Shareholders should rely on the information contained in, andprocedures described in, the Offer Document and Form of Acceptance. The Offer will be on the terms and subject to the conditions set out herein andin Appendix I and to be set out in the Offer Document. The bases and sources of certain financial information contained in thisannouncement are set out in Appendix III to this announcement. Certain termsused in this announcement are defined in Appendix IV to this announcement. There will be a conference call for investors and analysts at 11.00 a.m. (Londontime) on 11 April 2007. It can be accessed by dialling + 44 (0) 1452 587 356. Thepresentation to be used in connection with the conference call can be downloadedfrom www.gemdiamonds.com. Enquiries: Gem DiamondsStephen 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 Merlin +44 (0) 207 653 6620(Financial PR to Gem Diamonds)David Simonson +44(0) 1823 401 048Bridget Fury +44 (0)7941 085 506 BDI MiningMartin Horgan +44 (0) 20 7016 5106Reg Spencer +61 (0) 44 881 2128 Ruegg & Co +44 (0) 20 7584 3663(Financial Adviser to BDI Mining)Brett Miller 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 Forms of Acceptance accompanying the Offer Document, which willcontain the full terms and conditions of the Offer, including details of how theOffer may be accepted. This announcement has been prepared for the purpose of complying with Englishlaw and the information disclosed may not be the same as that which would havebeen disclosed if this announcement had been prepared in accordance with thelaws of jurisdictions outside the United Kingdom. The release, publication ordistribution of this announcement in certain jurisdictions may be restricted bylaw. Persons who are not resident in the United Kingdom or who are subject toother jurisdictions should inform themselves of, and observe, any applicablerequirements. 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 announcement includes certain "forward-looking statements". Thesestatements are based on the current expectations of the management of GemDiamonds and BDI Mining and are naturally subject to uncertainty and changes incircumstances. The forward-looking statements contained herein may includestatements about the expected effects on Gem Diamonds or BDI Mining of theOffer, the expected timing and scope of the Offer, strategic options and allother statements in this announcement other than historical facts.Forward-looking statements include, without limitation, statements typicallycontaining words such as "intends", "expects", "anticipates", "targets","estimates" and words of similar import. By their nature, forward-lookingstatements involve risk and uncertainty because they relate to events and dependon circumstances that will occur in the future. There are a number of factorsthat could cause actual results and developments to differ materially from thoseexpressed or implied by such forward-looking statements. These factors include,but are not limited to, the satisfaction of the conditions to the Offer, as wellas additional factors, such as changes in economic conditions, changes in thelevel of capital investment, success of business and operating initiatives andrestructuring objectives, customers' strategies and stability, changes in theregulatory environment, fluctuations in interest and exchange rates, the outcomeof litigation, government actions and natural phenomena such as floods,earthquakes and hurricanes. Other unknown or unpredictable factors could causeactual results to differ materially from those in the forward-lookingstatements. Neither Gem Diamonds nor BDI Mining undertake any obligation toupdate publicly or revise forward-looking statements, whether as a result of newinformation, future events or otherwise, except to the extent legally required. APPENDIX I CONDITIONS AND FURTHER TERMS OF THE OFFER The Offer, which will be made by Gem Diamonds, will be governed by English lawand subject to the jurisdiction of the English courts. In addition, the Offerwill be subject to the terms and conditions to be set out in the Offer Document.The Offer will be subject to the following conditions: 1 valid acceptances of the Offer being received (and not, where permitted, withdrawn) by no later than 1.00 p.m. (London time) on the first closing date as set out in the Offer Document (or such later time(s) and/ or date(s) as Gem Diamonds may decide) in respect of BDI Mining Shares carrying not less than 90 per cent. (or such lesser percentage as Gem Diamonds may decide) of the votes of the outstanding BDI Mining Shares entitled to vote, provided that this condition will not be satisfied unless Gem Diamonds and/or any member of the Gem Diamonds Group shall have acquired or agreed to acquire (whether pursuant to the Offer or otherwise) BDI Mining Shares carrying in aggregate more than 50 per cent. of the voting rights normally exercisable at a general meeting of BDI Mining. For the purposes of this condition BDI Mining Shares which have been unconditionally allotted but not issued shall be deemed to carry the voting rights which they will carry upon issue; 2 no central bank, government or governmental, quasi-governmental, supranational, statutory, regulatory or investigative body, trade agency, court, professional association, or any other such body or person in any jurisdiction (each a "Third Party") having given notice of a decision to take, institute or threaten any action, proceeding, suit, investigation, enquiry or reference, or having required any action to be taken, or otherwise having done anything, or having enacted, made or proposed any statute, regulation, decision or order which would: 2.1 make the Offer or its implementation or the acquisition or proposed acquisition of any BDI Mining Shares by Gem Diamonds void, unenforceable or illegal, or restrict, prohibit or delay to a material extent or otherwise materially interfere with the implementation of, or impose material additional conditions or obligations with respect to, or otherwise materially challenge or require material amendment of, the Offer or the acquisition of any BDI Mining Shares by Gem Diamonds; 2.2 result in a material delay in the ability of Gem Diamonds, or render it unable, to acquire some or all of the BDI Mining Shares or require a divestiture by Gem Diamonds or any member of the Wider Gem Diamonds Group of any shares in BDI Mining; 2.3 require, prevent or delay the divestiture, or alter the terms envisaged for any proposed divestiture, by Gem Diamonds or any member of the Wider Gem Diamonds Group or by any member of the Wider BDI Mining Group, in any such case of all or any part of their respective businesses, assets or properties, or impose any limitation on their ability to conduct their respective businesses (or any of them) or to own their respective assets or properties or any part of them, to an extent in any such case which is material in the context of the Offer; 2.4 impose any material limitation on, or result in a material delay in, the ability of Gem Diamonds or any member of the Wider Gem Diamonds Group to acquire or to hold or to exercise effectively, directly or indirectly, all rights of ownership of shares, loans or other securities (or the equivalent) in BDI Mining, or to exercise management control over BDI Mining or any member of the Wider BDI Mining Group or the ability of any member of the Wider BDI Mining Group to hold or exercise effectively, directly or indirectly, all rights of ownership of shares, loans or other securities (or the equivalent) in any other member of the Wider BDI Mining Group, in each case, in any respect which is material in the context of the Wider BDI Mining Group; 2.5 save pursuant to the Offer or the BVI Act, require any member of the Wider Gem Diamonds Group or of the Wider BDI Mining Group to acquire or offer to acquire any shares or other securities (or the equivalent) in, or any asset owned by, any member of the Wider BDI Mining Group owned by any third party; 2.6 otherwise adversely affect the business, assets, liabilities, or profits or prospects of any member of the Wider Gem Diamonds Group or of the Wider BDI Mining Group, to an extent in any such case which is material in the context of the Wider Gem Diamonds Group or the Wider BDI Mining Group, as the case may be, taken as a whole,and other time periods during which any such Third Party could take, institute or threaten any such action, proceeding, suit, investigation, enquiry or reference or otherwise so intervene having expired, lapsed or been terminated; 3 all necessary material notifications and filings having been made in connection with the Offer and all statutory and regulatory obligations in connection with the Offer in any jurisdiction having been complied with and all material authorisations, orders, recognitions, grants, consents, clearances, confirmations, certificates, licences, permissions and approvals ("Authorisations") deemed reasonably necessary or appropriate by Gem Diamonds in any jurisdiction for, or in respect of, the Offer and/or the acquisition or the proposed acquisition of the BDI Mining Shares by Gem Diamonds or any member of the Gem Diamonds Group having been obtained in terms reasonably satisfactory to Gem Diamonds from all appropriate Third Parties, or from any persons or bodies with whom any member of the Wider Gem Diamonds Group or the Wider BDI Mining Group has entered into contractual arrangements, all or any applicable waiting and other time periods having expired, lapsed or been terminated (as appropriate) and all such Authorisations (together with all material Authorisations deemed reasonably necessary or appropriate to carry on the business of any member of the Wider BDI Mining Group) remaining in full force and effect at the time at which the Offer becomes otherwise unconditional and there being no notice of any intention to revoke, suspend, restrict, amend or not to renew any such Authorisations; 4 save as disclosed in writing to any member of the Gem Diamonds Group or its advisers by or on behalf of BDI Mining prior to the date of this announcement or save as publicly announced by BDI Mining prior to the date of this announcement, there being no provision of any arrangement, agreement, lease, licence, permit or other instrument to which any member of the Wider BDI Mining Group is a party or by or to which any such member or any of its assets is or may be bound or be subject, which as a consequence of the Offer or the acquisition or the proposed acquisition by Gem Diamonds or any member of the Wider Gem Diamonds Group of any shares or other securities (or the equivalent) in BDI Mining or because of a change in the control or management of any member of the Wider BDI Mining Group or otherwise, would result, in any case to an extent which is material in the context of the Wider BDI Mining Group taken as a whole, in: 4.1 any monies borrowed by, or any other indebtedness, actual or contingent, of, any member of the Wider BDI Mining Group being or becoming repayable, or being capable of being declared repayable immediately or prior to their or its stated maturity, or the ability of any such member to borrow monies or incur any indebtedness being withdrawn or inhibited; 4.2 the creation or enforcement of any mortgage, charge or other security interest, over the whole or any part of the business, property or assets of any member of the Wider BDI Mining Group or any such mortgage, charge or other security interest (whenever arising or having arisen) becoming enforceable; 4.3 any such arrangement, agreement, lease, licence, permit or other instrument being terminated or adversely modified or affected or any onerous obligation or liability arising or any adverse action being taken thereunder; 4.4 any assets or interests of any member of the Wider BDI Mining Group being or falling to be disposed of or charged or any right arising under which any such asset or interest could be required to be disposed of or charged; or 4.5 the value or financial or trading position or profits of BDI Mining or any member of the Wider BDI Mining Group being prejudiced or adversely affected; or 4.6 the creation of any liability (actual or contingent) by any member of the Wider BDI Mining Group; 5 save as disclosed in the Financial Statements or disclosed in writing to any member of the Gem Diamonds Group or its advisers by or on behalf of BDI Mining prior to the date of this announcement or save as publicly announced by BDI Mining prior to the date of this announcement, no member of the Wider BDI Mining Group having since 31 December 2006: 5.1 issued or agreed to issue or authorised or proposed or announced its intention to authorise or propose the issue of additional shares of any class, or securities convertible into, or exchangeable for, or rights, warrants or options to subscribe for or acquire, any such shares or convertible securities (save as between BDI Mining and wholly-owned subsidiaries of BDI Mining and save for the issue of BDI Mining Shares to employees on the exercise of options granted under, or the grant or vesting of options under, the BDI Mining Share Option Plan); 5.2 recommended, declared, paid or made or proposed to recommend, declare, pay or make any bonus issue, dividend or other distribution whether payable in cash or otherwise other than dividends (or other distributions whether payable in cash or otherwise) lawfully paid or made by any wholly-owned subsidiary of BDI Mining to BDI Mining or any of its wholly-owned subsidiaries; 5.3 other than pursuant to the Offer (and save for transactions between BDI Mining and its wholly-owned subsidiaries or other than in the ordinary course of business) implemented, effected, authorised, proposed or announced its intention to implement, effect, authorise or propose any merger, demerger, reconstruction, amalgamation, scheme, commitment or acquisition or disposal of assets or shares (or the equivalent thereof) in any undertaking or undertakings, in any such case, that is material in the context of the BDI Mining Group taken as a whole or any change in its share or loan capital; 5.4 (save for transactions between BDI Mining and its wholly-owned subsidiaries or other than in the ordinary course of business) disposed of, or transferred, mortgaged or created any security interest over any asset or any right, title or interest in any asset, in any such case, that is material in the context of the BDI Mining Group taken as a whole or authorised, proposed or announced any intention to do so; 5.5 (save for transactions between BDI Mining and its wholly-owned subsidiaries) issued or authorised, or proposed or announced an intention to issue or authorise, the issue of any debentures or (save for transactions between BDI Mining and its wholly-owned subsidiaries or transactions under existing credit arrangements or in the ordinary course of business) incurred any indebtedness or contingent liability which is material in the context of the BDI Mining Group taken as a whole; 5.6 entered into or varied or authorised, proposed or announced its intention to enter into or vary any contract, arrangement, agreement, transaction or commitment (whether in respect of capital expenditure or otherwise) which is of a long-term, unusual or onerous nature or magnitude or which involves or is reasonably likely to involve an obligation of such a nature or magnitude which is or is likely to be restrictive on the business of any member of the Wider BDI Mining Group or which is, in any such case, material in the context of the Wider BDI Mining Group taken as a whole; 5.7 entered into or varied to a material extent or authorised, proposed or announced its intention to enter into or vary to a material extent the terms of, or make any offer (which remains open for acceptance) to enter into or vary to a material extent the terms of, any service agreement with any senior executive or director of BDI Mining, save for salary increases, bonuses or variations of terms in the ordinary course; 5.8 purchased, redeemed or repaid or announced a proposal to purchase, redeem or repay any of its own shares or other securities (or the equivalent) or reduced or made any other change to or proposed the reduction or other change to any part of its share capital, save for any shares allotted upon the exercise of options granted under the BDI Mining Share Option Plan or as between BDI Mining and wholly-owned subsidiaries of BDI Mining; 5.9 waived, compromised or settled any claim which is material in the context of the BDI Mining Group taken as a whole otherwise than in the ordinary course of business; 5.10 terminated or varied the terms of any agreement or arrangement between any member of the BDI Mining Group and any other person in a manner which would or might reasonably be expected to have a material adverse effect on the financial position or prospects of the BDI Mining Group taken as a whole; 5.11 received a notice from the Government of Indonesia pursuant to the Cempaka Shareholders Agreement and the Contract of Work requiring the sale of any shares in PTGC from AMMC to ANTAM; 5.12 received a notice from any third party notifying it of the third party's intention to terminate any agreement or arrangement with such third party in a manner which would or might reasonably be expected to have a material adverse effect on the financial position or prospects of the BDI Mining Group taken as a whole; 5.13 (save as disclosed on publicly available registers) made any alteration to its memorandum or articles of association; 5.14 made or agreed or consented to any significant change to the terms of the trust deeds constituting the pension schemes established for the BDI Mining Directors and/or employees and/or their dependants or to the benefits which accrue, or to the pensions which are payable thereunder, or to the basis on which qualification for or accrual or entitlement to such benefits or pensions are calculated or determined or to the basis upon which the liabilities (including pensions) of such pension schemes are funded or made, or agreed or consented to any change to the trustees involving the appointment of a trust corporation; 5.15 been unable, or admitted in writing that it is unable, to pay its debts or having stopped or suspended (or threatened to stop or suspend) payment of its debts generally or ceased or threatened to cease carrying on all or a substantial part of any business which is material in the context of the BDI Mining Group as a whole; 5.16 (other than in respect of a member which is dormant and was solvent at the relevant time) taken or proposed any corporate action or had any action or proceedings or other steps instituted against it for its winding-up (voluntary or otherwise), dissolution or reorganisation or for the appointment of a receiver, administrator, administrative receiver, trustee or similar officer of all or any material part of its assets or revenues or any analogous proceedings in any jurisdiction or appointed any analogous person in any jurisdiction; or 5.17 entered into any agreement, arrangement or commitment or passed any resolution or made any proposal or announcement with respect to, or to effect, any of the transactions, matters or events referred to in this condition 5; 6 since 31 December 2006, save as disclosed in the Financial Statements, or save as disclosed in writing to any member of the Gem Diamonds Group or its advisers by or on behalf of BDI Mining or except as publicly announced by BDI Mining (by the delivery of an announcement to a Regulatory Information Service), in each case prior to the date of this announcement, there having been: 6.1 no adverse change in the business, assets, financial or trading position or profits or prospects of any member of the Wider BDI Mining Group which is material in the context of the Wider BDI Mining Group taken as a whole; or 6.2 no litigation, arbitration proceedings, prosecution or other legal proceedings having been announced or instituted by or against or remaining outstanding against or in respect of any member of the Wider BDI Mining Group and no enquiry or investigation by or complaint or reference to any Third Party against or in respect of any member of the Wider BDI Mining Group having been threatened, announced or instituted or remaining outstanding, against or in respect of any member of the Wider BDI Mining Group and which in any such case might reasonably be expected to have a material adverse effect on the Wider BDI Mining Group taken as a whole; and 6.3 no contingent or other liability having arisen or become apparent to any member of the Wider Gem Diamonds Group which might reasonably be expected to adversely affect any member of the Wider BDI Mining Group and which in any such case is material in the context of the Wider BDI Mining Group taken as a whole; 7 save as publicly announced by the delivery of an announcement to a Regulatory Information Service prior to the date of this announcement or as otherwise disclosed in the Financial Statements or in writing to any member of the Gem Diamonds Group or its advisers by or on behalf of BDI Mining prior to the date of this announcement, Gem Diamonds not having discovered: 7.1 that the financial, business or other information concerning the Wider BDI Mining Group publicly announced or disclosed at any time by or on behalf of any member of the Wider BDI Mining Group is misleading, contains a misrepresentation of fact or omits to state a fact necessary to make the information contained therein not misleading and which is, in any case, material in the context of the Wider BDI Mining Group; or 7.2 that any member of the Wider BDI Mining Group is, otherwise than in the ordinary course of business, subject to any liability, contingent or otherwise, which is material in the context of the Wider BDI Mining Group taken as a whole; 7.3 that any past or present member of the Wider BDI Mining Group has failed to comply in any material respect with any applicable legislation or regulations of any jurisdiction or any notice or requirement of any Third Party with regard to the storage, disposal, discharge, spillage, release, leak or emission of any waste or hazardous or harmful substance or any substance likely to impair the environment or harm human or animal health or otherwise relating to environmental matters or that there has been any such storage, presence, disposal, discharge, spillage, release, leak or emission (whether or not the same constituted non-compliance by any person with any such legislation or regulation, and whenever the same may have taken place), any of which non-compliance would be likely to give rise to any material liability (whether actual or contingent) or cost on the part of any member of the Wider BDI Mining Group and which is material, in any such case, in the context of the Wider BDI Mining Group taken as a whole; or 7.4 there is, or is reasonably likely to be, any material obligation or liability (whether actual or contingent) to make good, repair, reinstate or clean up any property now or previously owned, occupied, operated or made use of or controlled by any past or present member of the Wider BDI Mining Group under any environmental legislation, regulation, notice, circular or order of any Third Party in any jurisdiction, in each case to an extent which is material in the context of the Wider BDI Mining Group taken as a whole. For the purposes of this Appendix: "Wider Gem Diamonds Group" means Gem Diamonds and its subsidiaries and any otherundertakings in which Gem Diamonds and such subsidiaries (aggregating theirinterests) have a substantial interest; and "Wider BDI Mining Group" means BDI Mining and its subsidiaries and any otherundertakings in which BDI Mining and such subsidiaries (aggregating theirinterests) have a substantial interest. For these purposes, "subsidiary" has the meaning given to it in Section 4(1) ofthe BVI Act (as amended); and "substantial interest" means a direct or indirectinterest in 20 per cent. or more of the voting equity capital of an undertaking. Gem Diamonds reserves the right to waive, in whole or in part, all or any of theabove conditions 2 to 7 (inclusive). The Offer will lapse unless all the above conditions have been fulfilled or,where permitted, waived or, where appropriate, have been determined by GemDiamonds to be or remain satisfied, by midnight on the 21st day after the laterof the first closing date of the Offer and the date on which condition 1 isfulfilled. Gem Diamonds shall be under no obligation to waive (if capable ofwaiver), to determine to be or remain satisfied or to treat as fulfilled any ofconditions 2 to 7 (inclusive) by a date earlier than the latest date for thefulfilment of that condition notwithstanding that the other conditions of theOffer may at such earlier date have been waived or fulfilled and that there areat such earlier date no circumstances indicating that any of such conditions maynot be capable of fulfilment. If the Offer lapses, the Offer will cease to be capable of further acceptanceand accepting BDI Mining Shareholders and Gem Diamonds shall cease to be boundby Forms of Acceptance submitted at or before the time when the Offer so lapses. Gem Diamonds will not invoke any of the above conditions (except the acceptancecondition in paragraph 1 above) so as to cause the Offer not to proceed, tolapse or to be withdrawn unless the circumstances which give rise to the rightto invoke the relevant condition are (in the reasonable opinion of Gem Diamonds)of material significance to the Gem Diamonds Group in the context of the Offer. APPENDIX II DETAILS OF IRREVOCABLE UNDERTAKINGS The following holders of BDI Mining Shares have given irrevocable undertakingsto accept the Offer:Name Number of % of BDI Mining Shares issued share capital David Lenigas 222,500 0.21 Lee K. Spencer 2,554,004 2.46 Martin Horgan 52,500 0.05 Raymond Perkes 872,953 0.84 Bruce Stewart 105,000 0.10 British Portfolio Trust 2,530,000 2.44 Allianz RCM UK Growth Fund 5,713,415 5.51 Al Rajhi Holdings 10,417,200 10.04 Ospraie Special Opportunities 1,016,750 0.98Master Holdings Ltd The Ospraie Portfolio Ltd 6,128,250 5.91 William Philip Seymour Richards 300,000 0.29 RAB Special Situations (Master) 5,500,000 5.30Fund Limited CIM Investment Management Limited 5,150,000 4.97 JPMorgan Asset Management Ltd 7,350,000 7.09 APPENDIX III SOURCES OF INFORMATION AND BASES OF CALCULATION (a) The value placed by the Offer on the existing issued share capital of BDI Mining (approximately £38.4 million) is based on 103,709,985 million BDI Mining Shares in issue on 10 April 2007, the last business day prior to the date of this announcement. (b) The closing prices of the BDI Mining Shares referred to in this announcement are derived from the LSE. (c) Unless otherwise stated, the financial information relating to BDI Mining is extracted from the consolidated financial statements of BDI Mining for the relevant period. (d) The average values per carat of approximately US$250 and US$235 referred to in this document are derived from historical sales information. (e) The Woodlark Gold Project having a JORC compliant resource (including measured, indicated and inferred resources) which exceeds 1 million ounces is derived from a resource estimation carried out by an independent third party. APPENDIX IV DEFINITIONS OF CERTAIN TERMS USED IN THIS ANNOUNCEMENT The following definitions apply throughout this announcement unless the contextrequires otherwise. "Acceptance the condition as set out in paragraph 1 of Appendix I to this Condition" announcement "AIM" AIM, a market operated by the London Stock Exchange "AMMC" Ashton MMC Pte Limited "ANTAM" PT. Aneka Tambang (Persero) Tbk "Australia" the commonwealth of Australia, its territories and possessions and all areas subject to its jurisdiction and all political sub-divisions thereof "Authorisations" has the meaning given to it in paragraph 3 of Appendix I of this announcement "BCMs" bank cubic metres "BDI Mining" BDI Mining Corp "BDI Mining the directors of BDI Mining Directors" "BDI Mining BDI Mining and its subsidiaries Group" "BDI Mining existing options over BDI Mining Shares excluding the Options" Out-of-the-Money BDI Mining Options "BDI Mining the holders of BDI Mining Shares or depositary interests in Shareholders" BDI Mining Shares, as the case may be or "Shareholders" "BDI Mining Share the BDI Mining share option plan as amended 2004 Option Plan" "BDI Mining the existing unconditionally allotted or issued common shares Shares" of no par value in the capital of BDI Mining and any further such common shares which are unconditionally allotted or issued while the Offer remains open for acceptance or before such earlier date as Gem Diamonds may determine, earlier than the date on which the Offer is declared unconditional as to acceptances or, if later, the first closing date of the Offer, which includes those BDI Mining Shares held through depositary interest arrangements "BDI Mining holders of BDI Mining Warrants Warrantholders" "BDI Mining existing warrants over BDI Mining Shares Warrants" "BVI Act" the BVI Business Companies Act 2004, as amended"Canada" Canada, its provinces and territories and all areas subject to its jurisdiction and all political sub-divisions thereof "Cempaka the shareholders agreement of PTGC dated 11 December 1998 Shareholders between AMMC and ANTAM Agreement" "City Code" or the City Code on Takeovers and Mergers"Code" "Contract of Work" the contract of work dated 19 February 1998 between theor "COW" Government of the Republic of Indonesia and PTGC "Financial the audited financial statements of BDI Mining for the yearStatements" ended 31 December 2006; "Form of the form of acceptance and authority to be issued in Acceptance" connection with the Offer and which will accompany the Offer Document "FSA" the Financial Services Authority "Gem Diamonds" Gem Diamonds Limited "Gem Diamonds the Directors of Gem Diamonds Directors" "Gem Diamonds Gem Diamonds and its subsidiaries Group" "JORC" the Australian Code for Reporting of Mineral Reserves and Ore Reserves issued by the Joint Ore Reserves Committee "Listing Rules" the rules and regulations made by the Financial Services Authority in its capacity as the UK Listing Authority under the Financial Services and Markets Act 2000, and contained in the UK Listing Authority's publication of the same name "London Stock London Stock Exchange plc Exchange" "Offer" the recommended cash offer being made by Gem Diamonds to acquire the whole of the issued share capital of BDI Mining on the terms and subject to the conditions to be set out in the Offer Document and the Form of Acceptance, including, where the context requires, any subsequent revision, variation, extension or renewal of such offer and includes any election available thereunder "Offer Document" the document to be despatched by Gem Diamonds containing the terms and conditions of the Offer and, where appropriate, any other document(s) containing terms and conditions of the Offer constituting the full terms and conditions of the Offer "Out-of-the-Money existing options over BDI Mining Shares where the exerciseBDI Mining price is higher than the offer price of 37 penceOptions" "Panel" the Panel on Takeovers and Mergers "PTGC" PT. Galuh Cempaka "Regulatory any of the services set out in Appendix 3 to the ListingInformation RulesService" "Restricted any of Australia, New Zealand, Canada or Japan or anyJurisdiction" jurisdiction where extension or acceptance of the Offer would violate the law of that jurisdiction "Third Party" has the meaning given to it in paragraph 2 of Appendix I of this announcement "United Kingdom" the United Kingdom of Great Britain and Northern Irelandor "UK" "Woodlark Gold the BDI Mining Group's 100 per cent. interest in the WoodlarkProject" Island gold project in Papua New Guinea For the purposes of this announcement, "subsidiary" has the meaning given to itin Section 4(1) of the BVI Act (as amended); and "substantial interest" means adirect or indirect interest in 20 per cent. or more of the voting equity capitalof an undertaking. All the times referred to in this announcement are London times unless otherwisestated. References to the singular include the plural and vice versa. £ and pence means Pounds and Pence Sterling, the lawful currency of the UnitedKingdom. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
Gem Diamonds Di