Board Changes & Update of Bye-laws

RNS Number : 3093R

Petra Diamonds Ld

02 November 2011

 



2 November 2011

AIM: PDL

Petra Diamonds Limited

("Petra", "the Company" or "the Group")

Board Changes and Update of Bye-laws

Petra Diamonds Limited announces that it has today sent a notice of Special General Meeting ("SGM") to shareholders. The SGM will be held at the Company's group management office at Elizabeth House, 9 Castle Street, St Helier, Jersey on Monday 28 November 2011 at 3.00 p.m. GMT.

As noted in the Company's results announcement of 19 September 2011, Petra intends to apply for admission, with a premium listing, of its entire issued share capital to the Official List of the UK Listing Authority (the "Official List"), and for admission to trading on the London Stock Exchange's Main Market ("Main Market") to take effect by the end of the current calendar year (the "Step-Up").

In preparation for the Step-Up, the Directors recommend that certain changes are made to the Board's structure and to the Company's Bye-laws.  Accordingly, in the notice of SGM, the Directors have proposed resolutions in relation to the following:

Appointment of independent Non-Executive Directors

In order to address the requirements of best practice corporate governance for a company with a premium listing on the Official List and traded on the Main Market, the Board has decided to appoint several independent Non-Executive Directors. Accordingly, the Directors propose the appointment to the Board of Dr Patrick Bartlett and Mr Gordon Hamilton as independent Non-Executive Directors. The Company is continuing to search for one or more further high calibre candidates to join the Board, so that Petra has the appropriate number and spread of independent Non-Executive Directors, as well as the appropriate composition of members on its Board committees.

On the appointment of Dr Patrick Bartlett and Mr Gordon Hamilton, Mr Adonis Pouroulis will move from Executive Chairman to Non-Executive Chairman of the Company. Mr Pouroulis founded Petra and his commitment to the Company's success will remain unchanged.

Following the appointments, the Company's Board will consist of seven members (pending further appointments as noted above) including three Executive Directors (Mr Johan Dippenaar, Mr David Abery and Mr Jim Davidson), two independent Non-Executive Directors (Dr Patrick Bartlett and Mr Gordon Hamilton), one Non-Executive Director (Dr Omar Kamal, who is not considered independent as he represents a 13.3% shareholder in the Company) and Mr Adonis Pouroulis as Non-Executive Chairman.

Biographies of the proposed Non-Executive Directors are set out below.

Dr Patrick Bartlett

Dr Bartlett is an acknowledged expert on kimberlite geology and on the design and geotechnical aspects of block cave mining. He has presented numerous technical papers at international mining conferences throughout the world on all aspects of the geotechnical design of block cave mines and the geotechnical risks associated with massive mining operations. He was formerly a Chief Geologist for De Beers with responsibility for all De Beers kimberlite mines in South Africa; he retired from De Beers in 2003 in order to pursue consulting work. Dr Bartlett has previously acted as an independent technical adviser to Petra. Dr Bartlett has extensive experience working across Southern Africa and has an in-depth knowledge of several of Petra's mines, having previously worked at Finsch, Koffiefontein, Kimberley Underground and Cullinan, where he was a geologist from 1983 to 2003, responsible for all geological and geotechnical aspects of this major diamond mine. Since retiring he has been involved in block caving projects for BHP Billiton, Anglo American and Rio Tinto. He was elected to the Board of Trustees for the De Beers Benefit Society in 2010 and the De Beers Pension Fund in 2011.

Mr Gordon Hamilton

Mr Hamilton has extensive experience as a non-executive director across a wide range of businesses including the Johannesburg Stock Exchange listed Barloworld, Fairbairn Private Bank and other related companies within the Nedbank Group, and the London Stock Exchange listed Lloyd's of London insurance underwriter Beazley, for all of which he also chairs their audit committees. Mr Hamilton retired from Deloitte & Touche LLP in 2006 after more than 30 years as a partner primarily responsible for multinational and FTSE 100 listed company audits, mainly in the mining, oil and gas and aerospace and defence industries, as well as heading the Deloitte South Africa desk in London. He served for nine years until 2011 as a member of the UK Financial Reporting Review Panel.

Adoption of new Bye-laws

Although the Company's existing Bye-laws, which comply with the Companies Act 1981 of Bermuda, have been appropriate for the Company's development to date prior to the Step-Up, the Bye-laws will not be appropriate going forward.  In order that the Company's Bye-laws are in a form which comply with the Financial Services Authority's (United Kingdom) Listing Rules Source Book and the UK Corporate Governance Code (and are therefore appropriate for a company listed on the Official List) the Directors propose that the Company adopts new Bye-laws (the "New Bye-laws").

A copy of the New Bye-laws is available on the Company's website at the following weblink: www.petradiamonds.com/a/files/company-bye-laws-2011.pdf. A shareholder may request a hard copy of the New Bye-laws by making a written request to Cathy Malins, Petra Diamonds Limited, 36 Dover Street, London W10 6HE, United Kingdom.

The Directors consider that the appointment of the Non-Executive Directors and the adoption of the New Bye-Laws are in the best interests of the Company and its shareholders as a whole.  Accordingly, the Directors unanimously recommend that shareholders vote in favour of each of the resolutions to be proposed at the SGM, as they intend to do so in respect of their beneficial shareholdings that together comprise 2.6% of the issued share capital of the Company.

Adonis Pouroulis, Chairman of Petra, commented:

"I am delighted to announce the proposed appointment of two such high calibre independent Non-Executive Directors to Petra's Board, each of whom brings a wealth of complementary experience and skills to the Group. Having originally founded Petra, and seen the Company follow an exceptional growth path, now is the right time for me to move to Non-Executive Chairman, though my commitment will, of course, remain unchanged. I very much look forward to working with the enlarged Board and to taking the Company forward post Petra's move to the Main Market of the London Stock Exchange."

Save as set out in the Appendix, there are no further details in relation to the above appointments which require disclosure under paragraph (g) of Schedule 2 to the AIM rules.

For further information, please contact:

Petra Diamonds, London	Telephone: [phone]
Cathy Malins	[e-mail]

Buchanan (PR Adviser)	Telephone: [phone]
Bobby Morse James Strong	[e-mail] [e-mail]

RBC Europe Limited (Financial Adviser and Joint Broker)	Telephone: [phone]
Joshua Critchley	[e-mail]
Martin Eales	[e-mail]

Canaccord Genuity Limited (NOMAD and Joint Broker)	Telephone: [phone]
Andrew Chubb	[e-mail]
Ryan Cohen	[e-mail]

Appendix:

Information provided in accordance with paragraph (g) of Schedule 2 to the AIM rules:

1. Details of full name, age, previous names: Dr Patrick John Bartlett (66)

2. Names of all companies and partnerships of which the director has been a director or partner at any time in the previous five years, indicating whether or not the director is still a director or partner:

Current	Within last five years
None	Rockwell Diamonds Inc
	5th Element Mining Australia Pty Limited

1. Details of full name, age, previous names: Alexander Gordon Kelso Hamilton (65) (known as "Gordon Hamilton")

2. Names of all companies and partnerships of which the director has been a director or partner at any time in the previous five years, indicating whether or not the director is still a director or partner:

Current	Within last five years
Barloworld Limited	Action on Addiction
Barloworld Holdings plc	Action on Addiction Trading Limited
Beazley plc	Aibel Group Limited
Beazley Furlonge Limited	Beazley Group Limited
Fairbairn Private Bank (IOM) Limited
Fairbairn Private Bank Limited
Fairbairn Trust Company Limited
Fairbairn Trust Limited
Nedgroup Investments (IOM) Limited
Northamber plc
Chelsea Square Garden Limited

About Petra Diamonds Limited

Petra Diamonds is a leading independent diamond mining group and an increasingly important supplier of rough diamonds to the international market. The Company has a well-diversified portfolio, with interests in eight producing mines: seven in South Africa (Finsch, Cullinan, Koffiefontein, Kimberley Underground, Helam, Sedibeng and Star) and one in Tanzania (Williamson).

Petra offers an exceptional growth profile, with a core objective to steadily increase annual production to over 5 million carats by FY 2019. The Group has a major reserves and resources base in excess of 300 million carats.

Petra conducts all its operations according to the highest ethical standards and will only operate in countries which are members of the Kimberley Process. The Company is quoted on the AIM market of the London Stock Exchange (AIM: PDL), and has announced its plans to step up to the Main Market.  For more information, visit www.petradiamonds.com.

 

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