Rule 8.1- BDI Mining
Gem Diamonds Limited
13 April 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
13 April 2007
Gem Diamonds Limited
DEALINGS BY GEM DIAMONDS LIMITED IN THE COMMON SHARES OF BDI MINING CORP
Gem Diamonds Limited (LSE: GEMD) ('Gem Diamonds') is pleased to announce that
further to its announcement on 11 April 2007 as to having reached agreement on
the terms of a recommended cash offer by Gem Diamonds for all the issued and to
be issued share capital of BDI Mining Corp (AIM: BMG) ('BDI Mining'), Gem
Diamonds has today purchased 28,964,790 BDI Mining Shares at a price of 36.5
pence for each BDI Mining Share.
In accordance with Gem Diamonds Directors' agreement and statement that they
would act within the spirit of the City Code throughout the Offer, disclosure
outlining the key information associated with the purchase, and in a form
consistent with Rule 8.1 disclosure, is provided below.
Following the purchase, and the irrevocable undertakings and letters of intent
outlined in the recommended cash offer announcement of 11 April 2007, Gem
Diamonds is currently in receipt of the following ownership position,
irrevocable undertakings and letters of intent:
Gem Diamonds has a direct ownership interest in 28,964,790 BDI Mining Shares
representing approximately 27.9 per cent. of the issued BDI Mining Shares, which
includes 3,111,500 BDI Mining Shares acquired from Saad Investments Company
Limited, 2,118,000 BDI Mining Shares acquired from William Aldwin Soames and
2,600,000 BDI Mining Shares acquired from Draganfly Investments Limited, who had
all previously given letters of intent over such shares.
In connection with the Offer, the BDI Mining Directors have entered into
irrevocable undertakings with Gem Diamonds pursuant to which they have agreed to
accept the Offer in respect of their entire holdings of BDI Mining Shares
representing approximately 3.7 per cent. of the issued BDI Mining Shares. These
undertakings will remain binding even if a higher competing offer is made for
BDI Mining, unless the Offer lapses or is withdrawn or the Offer Document is not
posted within 28 days (or such later date as Gem Diamonds and BDI Mining may
agree).
In connection with the Offer, certain BDI Mining Shareholders have entered into
irrevocable undertakings with Gem Diamonds pursuant to which they have agreed to
accept the Offer. The relevant Shareholders are British Portfolio Trust, Allianz
RCM UK Growth Fund, Al Rajhi Holdings, Ospraie Special Opportunities Master
Holdings Ltd and The Ospraie Portfolio Ltd, William Philip Seymour Richards, RAB
Special Situations (Master) Fund Limited, CIM Investment Management Limited and
JPMorgan Asset Management Ltd and they have agreed to accept the Offer in
respect 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 Mining
Shares. These irrevocable undertakings will cease to be binding (i) if the Offer
Document is not posted within 28 days (or such later date as Gem Diamonds and
BDI Mining may agree) from the date of this announcement or (ii) if the Offer
lapses or is withdrawn or (iii) an offer is announced by a third party before
the Offer becomes unconditional as to acceptances, provided that such third
party's offer price is at least 10 per cent. greater than the offer price under
the Offer.
In addition, RCM (a company of Allianz Global Investors) has provided a letter
of intent to Gem Diamonds stating that their current intention is to accept the
Offer in respect of their shareholding of 5,765,585 BDI Mining Shares,
representing approximately 5.6 per cent. of the issued BDI Mining Shares.
In summary, therefore, Gem Diamonds owns or has received irrevocable
undertakings and letters of intent to accept the Offer in respect of 78,835,990
BDI Mining Shares in aggregate representing approximately 76.0 per cent. of the
issued BDI Mining Shares.
Terms defined in the announcement of the Offer dated 11 April 2007 shall have
the same meaning in this announcement.
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 APRIL 13, 2007
2. INTERESTS, SHORT POSITIONS AND RIGHTS TO SUBSCRIBE
(a) Interests and short positions (following dealing) in the class of relevant
security dealt in
Long Short
Number (%) Number (%)
(1) Relevant securities 28,964,790 27.93%
(2) Derivatives (other than options)
(3) Options and agreements to purchase/sell
Total 28,964,790 27.93%
(b) Interests and short positions in relevant securities of the company, other
than the class dealt in
Class of relevant security: Long Short
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 28,964,790 36.5p
(b) Derivatives transactions (other than options)
Product name, Long/short Number of securities Price per unit
e.g. CFD
(c) Options transactions in respect of existing securities
(i) Writing, selling, purchasing or varying
Product name, Writing, Number of Exercise Type, e.g. Expiry Option money
e.g. call option selling, securities to price American, date paid/received
purchasing, which the option European etc. per unit
varying etc. relates
(ii) Exercising
Product name, e.g. call option Number of securities Exercise price per unit
(d) Other dealings (including new securities) (Note 4)
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 APRIL 13, 2007
Contact name STEPHEN WETHERALL
Telephone number +27 82 418 8735
This information is provided by RNS
The company news service from the London Stock Exchange
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