Lifting of Suspension
Petra Diamonds Ld
8 June 2001
PETRA TO RESUME TRADING TODAY
Petra Diamonds Limited
Restructuring Programme
Highlights
* Trading in Petra ordinaries will recommence today;
* Has completed raising funds through a private placement to new
and existing institutional investors at 50p per share;
* A US$5 million loan facility has been obtained from Minerva
Mining Corporation Limited;
* Acquisition of producing assets has been earmarked;
* Preparations underway for the bid for the privatization of
Alexander Bay Mining (Pty) Ltd (Alexkor);
* Petra to become a UK domiciled Plc;
* Petra board to be restructured with a separation of the roles of
Chief Executive and Chairman;
Petra Diamonds Limited (Petra) is pleased to announce that it will recommence
trading in its ordinary shares on the Alternative Investment Market (AIM) of
the London Stock Exchange today.
Following the cancellation of the proposed merger between Petra and Oryx
Natural Resources, Petra's ordinary shares remained suspended whilst the
company restructured. The restructuring programme has been successful.
Petra's resumption of trading takes place at a time of significant development
for the company. These developments coincide with dramatic changes in the
diamond industry exemplified by the decision of De Beers to become a private
company after more than a 100 years of trading in its shares. Petra is well
positioned to maximize its opportunities at this time of unprecedented
fluidity in the diamond market.
Management has actively sought to make changes to the company's asset base to
reflect these opportunities and it is now in the process of aggressively
moving the business from being exploration focused to one in which there will
be solid earnings from diamond producing assets (as commented on below). In
order to do this Petra has engaged in a number of transactions that bring
significant benefits to the company and its shareholders. It has inter alia
* Completed a private placing of 1,280,000 new ordinary shares at 50p per
share to raise a total of £640,000. Application will be made for these
shares to be admitted to trading on the Alternative Investment Market and
trading in these new shares is expected to commence by Monday 18 June
2001.
* Petra has also agreed in principle to capitalise certain loans,
including loans made to the company by the family interests of the
Chairman, Adonis Pouroulis. These loans were principally for working
capital purposes and amount to circa £300,000. Accordingly, these loans
will now be capitalised by the issue of further ordinary shares at 50p per
share.
* Entered into a loan agreement with Minerva Mining Corporation Limited
('Minerva') representing a number of diamond dealers in New York and
Europe. The loan agreement has a number of features:
o It provides a facility of up to US$5 million for the
purchase of producing diamond assets;
o It is interest free;
o It has a five and a half year term which may be
extended;
o Minerva has a lien against all diamond production from
assets acquired with the Loan;
o At Minerva's discretion the principal amount of the loan
can be converted into Petra shares at a conversion price equal
to the lower of
- The average of the preceding three month high
and low; or
- The middle market price on the date of
conversion less ten percent;
o Conversion will be automatic in the event that Petra (or
a Petra associated company), through a bid consortium, is
awarded the tender to acquire all or part of the Alexander Bay
Mining Corporation (Pty) Ltd (Alexkor) asset that is scheduled
to be privatized by the Government of South Africa before the
end of this year (see below);
* Shareholders will be aware that Petra led the consortium that
won the two-year management contract for Alexkor. Alexkor is the
second largest producer by carats in South Africa after the De Beers
group and it mines some 150,000 carats of high quality diamonds per
annum;
o At the time that Petra and its consortium partners won
the management contract, Alexkor was in a parlous state. The
company had run up enormous losses, vital exploration and
development work had been left undone, security was poor and
morale was low. Alexkor has now been restored to profitability
and new reserves both on land and marine have been proven.
Petra has led the management team that has achieved these
outstanding results. The management contract has now come to
an end and the mine is ready for privitisation.
o In line with the contract and the South African
Government's undertakings, the mine is part of the
government's privatization programme and tenders for the
purchase of all or a significant part of the equity are due
very shortly. Petra, with its consortium partners, intends to
bid for the Alexkor assets. To do so Petra:
- Has been working with its present Black
Economic Empowerment partners to strengthen the
credentials of the bid still further and a significant
announcement in this regard is expected shortly;
- Has entered into negotiations for the
financing of the acquisition.
* The Alexkor management contract provided that the management
consortium led by Petra, would, on completion of the contract earn a
third of the increased value that it had added to the value of Alexkor
over the period of the contract. Petra anticipates that its share of
the earned added value will be significant for Petra's shareholders,
and a further announcement in this regard will be made as soon as the
Government valuators and the management consortium have arrived at
agreement.
* As stated above, Petra will be using the funds secured from
institutions and Minerva to acquire productive diamond mining assets
in the low political risk countries of Southern Africa; namely South
Africa, Namibia, Botswana and Lesotho. To this end it has identified,
and been in negotiation with, a number of strategic smaller diamond
producers who are willing to sell to Petra. If all these deals are
concluded, Petra will acquire significant production and revenues.
This excludes Alexkor which, if the tender is successful, will add a
further material production capability with good cash-flow and
earnings.
* Petra proposes to move its domicile and registration to London
and become a UK Plc. Management expects the process to be completed
this year. The board of directors feels that this move will enhance
Petra's status as an investment for UK institutions and shareholders.
It will also expedite the registration and transfer of ownership of
shares;
* Petra has decided to make changes to its board of directors.
Specifically
o Petra will fall in line with the current practice
separating out the roles of Chairman and Chief Executive by
appointing a new Chairman
o Petra intends to expand its board and appoint UK-based
non-executive
directors
* Petra has appointed Keith, Bayley, Rogers & Co as its
stockbroker.
* Petra wishes to draw the attention of investors to the
following:
o The intended reverse takeover that was proposed between
Petra and New Diamond Corporation (Pty) Limited (a 100%
black-owned company with diamond interests) has not been
approved by the South African Reserve Bank (Central Bank).
Accordingly the deal could not be concluded.
o Petra still considers its exploration assets to offer
huge upside for investors. Some of the Angolan assets, in
particular, have the potential to bring world-class kimberlite
pipes to production and a cessation of hostilities,
accompanied by a resumption of development work in the
affected areas, will have a most positive impact for
investors. The situation in Angola is being monitored closely
by Petra and recent overtures by both parties to recommence
peace negotiations bode well.
o The delisting of De Beers, and other significant
developments and acquisitions in the diamond industry
recently, means that Petra is one of the few remaining mining
juniors with a focused diamond portfolio.
Chairman's Statement
'It has been a very difficult year for Petra; much of it outside the control
of the company. We have used the time to reposition ourselves and take
advantage of the unprecedented changes taking place in the industry. Petra
will be more earnings driven and has embarked on an aggressive programme to
acquire existing diamond producing assets. I am pleased that Petra contributed
significantly to returning Alexkor to profitability.
I would like to thank the shareholders for their patience and particularly our
institutional shareholders who have participated in this latest private
placement.
The future looks good.'
Adonis Pouroulis
(Chairman)
8th June, 2001
ENQUIRIES:
Adonis Pouroulis (Chairman) 0027 8249 01388
Brian Moritz (Grant Thornton) 0207 728 2367
Howard Drummon (Keith Bayley Rogers) 0207 827 9988
Cater Barnard 08700 660 830