Petra Diamonds Ld
1 June 2001
For immediate release
Petra Diamonds Limited
Restructuring Programme
Highlights
* Trading in Petra ordinary shares will recommence on June 8 2001;
* Are in the process of raising funds through a private placement to new
and existing institutional investors;
* 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 on Friday June 8.
Following the cancellation of the proposed merger between Petra and Oryx
Natural Resources, Petra's ordinary shares remained suspended.
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
* Undertaken the process of raising funds from existing and
new institutional investors through a private placing of new ordinary shares.
The results of the placing will be announced as soon as possible.
* 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 privatisation.
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
1st June, 2001
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