Notice of EGM
Petra Diamonds Ld
27 March 2007
For release 27 March 2007
Petra Diamonds Limited
Notice of EGM
Petra Diamonds Limited ('Petra' or 'the Company'), the AIM-quoted diamond group,
announces that on 26 March 2007 it posted to holders of Petra ordinary shares
('Shareholders') a notice of an Extraordinary General Meeting ('EGM') to be
held to consider and vote upon a proposed increase of the Company's authorised
share capital.
Introduction
It is Petra's publicly stated strategy to build a portfolio of producing mines
with beneficiation capability, combined with a world class exploration base,
achieving the objective of becoming a successful mid-tier diamond group. Petra
is well on the way to achieving this strategy, as supported by the key
acquisitions and financing transactions concluded over recent months.
In line with the strategy above, the Company will continue to scrutinise
acquisitions and business opportunities in the diamond sector that, subject to
the Company's demanding review criteria, Petra believes have the potential to
grow the Company's production and/or quality exploration asset base.
Taking into account the recent placing of 10 million Petra ordinary shares
('Shares') with Saad Investments Company Limited at a price of 175 pence per
Share (as announced on 6 March 2007) and the acquisition of Frannor Investments
and Finance Limited ('Frannor') from Xceldiam Limited, ('Xceldiam') for a
consideration of 19,674,584 Shares (as announced on 1 March 2007 and
subsequently approved by the shareholders of Xceldiam on 19 March 2007), the
Company will have an issued share capital of 181,173,191 Shares. An application
for admission to trading on AIM will be made today in respect of the 19,674,584
Frannor consideration Shares which are expected to be admitted to trading on AIM
on or around 30 March 2007.
The Company currently has an authorised share capital of £20,000,000 comprising
200,000,000 Shares of £0.10 par value each. In light of Petra's stated strategy
above, Shareholders' approval is being sought at the EGM to increase the
Company's authorised share capital from £20,000,000 to £30,000,000 by the
creation of an additional 100,000,000 Shares ('the Resolution'), ranking pari
passu in all respects with the existing Shares of the Company.
The Company will require the approval of 50.1% of its Shareholders in order to
pass the Resolution.
Pursuant to the bye-laws of the Company and any resolution of the Shareholders
to the contrary, the Board has the power to issue and allot any unissued Shares
of the Company on such terms and conditions as it may determine.
EGM
A notice was sent to Shareholders on 26 March 2007 convening the EGM to be held
at 9:00am (Bermuda time) on 23 April 2007, at which time the Resolution will be
proposed to increase the authorised share capital of the Company from
£20,000,000 to £30,000,000.
Recommendation
The Directors believe that the Resolution is in the best interests of the
Company and its Shareholders. Accordingly, the Directors unanimously recommend
that Shareholders vote in favour of the Resolution to be proposed at the EGM, as
they have irrevocably undertaken to do in respect of their own beneficial
holdings, which in aggregate amount to 11,924,122 Shares, representing
approximately 6.59 per cent of the issued ordinary share capital of the Company
of 181,173,191 Shares, which includes the 19,674,584 Frannor consideration
Shares noted above.
Expected Timetable of Principal Events
Set out below is the expected timetable of principal events in relation to the
EGM:
Latest time and date for receipt of Forms of Direction 9:00am on 20 April 2007
Latest time and date for receipt of Forms of Proxy 9:00am on 21 April 2007
Extraordinary General Meeting to consider the Resolution 9:00am on 23 April 2007
(All times are Bermudan time)
Ends
For further information, please contact:
Cathy Malins / Annabel Leather Telephone: +44 (0) 20 7851 7480
Parkgreen Communications, London
This information is provided by RNS
The company news service from the London Stock Exchange