BRC DiamondCore Ltd. - News Releases DiamondCore Resources Ltd. - Notice of scheme meeting

News Releases - Diamond Core Resources Ltd.

	December 14, 2007 Notice of scheme meeting
	IN THE HIGH COURT OF SOUTH AFRICA (WITWATERSRAND LOCAL DIVISION) Case number: 2007/31688 Before the Honourable Judge Claassen In the ex parte application of: DIAMOND CORE RESOURCES LIMITED Applicant (Incorporated in the Republic of South Africa) (Registration number 1998/013468/06) Share code: DMR & ISIN Number: ZAE000076956 ("Diamond Core" or "the company") NOTICE IS HEREBY GIVEN that, in terms of an Order of Court dated Tuesday, 11 December 2007, the High Court of South Africa (Witwatersrand Local Division) ("the Court") has ordered, in accordance with the provisions of section 311 of the Companies Act, 1973 (Act 61 of 1973), as amended ("Companies Act") that a meeting ("scheme meeting") of the ordinary shareholders of the Applicant registered as such at 17:00 on Thursday, 10 January 2008 or, if the scheme meeting is adjourned, at 17:00 on the business day (i.e. any day other than a Saturday, Sunday or official public holiday in South Africa) that is 2 (two) business days before the date of such adjourned meeting ("scheme members"), be held under the chairmanship of Lourens van Staden, or failing him, Mervyn Taback or, failing both of them, any other independent person nominated for that purpose by Werksmans Incorporated and approved by the Court ("Chairman"), at 09:00, on Monday, 14 January 2008 (or any adjourned date as determined by the Chairman) at Block C, St Andrews Office Park, Meadowbrook Lane, Epsom Downs, Bryanston, 2024 for the purpose of considering and, if deemed fit, of approving, with or without modification, the scheme of arrangement ("scheme") proposed by BRC Diamond Corporation ("BRC") between the Applicant and the ordinary shareholders of the Applicant ("scheme participants") registered as such on the record date ("consideration record date") to receive the consideration in terms of the scheme; provided that the scheme meeting shall not be entitled to agree to any modifications of the scheme which will have the effect of diminishing the rights that are to accrue in terms thereof to scheme participants. The implementation of the scheme is subject to the fulfilment of the conditions precedent stated therein including, but not limited to, the sanction of the Court. The basic object and effect of the scheme of arrangement is that, upon implementation, BRC will acquire all the issued ordinary shares of the Applicant. In exchange, the scheme participants will receive one common share of BRC for every 24.5 Diamond Core ordinary shares held by such scheme participants on the consideration record date for the scheme, rounded down to the nearest whole-number and a cash amount for any fraction of a BRC common share lost on the rounding down. As a result of the scheme, BRC will effectively acquire ownership and control of the underlying assets and business of the Applicant thereby effecting a merger of the two companies. Copies of this notice, the scheme, the explanatory statement in terms of section 312(1)(a)(i) of the Companies Act, the form of proxy to be used at the scheme meeting, the Order of Court authorising the convening of the scheme meeting and a form of surrender and transfer shall be sent by the Applicant by pre - paid registered post at least 14 (fourteen) calendar days before the date of the scheme meeting to: (a) each ordinary shareholder whose name appears on the Applicant's register and sub-registers, to that ordinary shareholder's address appearing in the register and relevant sub- register (as the case may be) and (b) each person who is beneficially entitled to ordinary shares in the Applicant, to that person's address identified by the Applicant's transfer secretaries. The identification of each such ordinary shareholder and person beneficially entitled to the Applicant's ordinary shares and their respective addresses shall be performed by the Applicant's transfer secretaries and shall take place as at 17:00 on the day not more than 5 (five) business days before the date of posting. In addition, copies may on request by the ordinary shareholders of the Applicant during normal business hours be inspected or obtained free of charge, at any time prior to the scheme meeting or any adjournment thereof, at the registered office of the Applicant, at Block C, St Andrews Office Park, Meadowbrook Lane, Epsom Downs, Bryanston, 2024. Each scheme member who holds certificated ordinary shares in the Applicant ("certificated scheme member") or who holds dematerialised ordinary shares in the Applicant through a Central Securities Depository Participant ("CSDP") or broker with "own- name" registration ("dematerialised own name scheme member") may attend, speak and vote in person at the scheme meeting or any adjournment thereof, or may appoint any other person or persons (who need not be shareholders of the Applicant) as a proxy or proxies to attend, speak and vote, or abstain from voting at the scheme meeting or any adjournment thereof in the place of such certificated scheme member or dematerialised own name scheme member. Each form of proxy should be completed and signed in accordance with the instructions contained therein and lodged with or posted to the Applicant's transfer secretaries, Computershare Investor Services 2004 (Proprietary) Limited, Ground Floor, 70 Marshall Street, Johannesburg, 2001 (PO Box 61051, Marshalltown, 2107), so as to be received by no later than 09:00 on Friday, 11 January 2008 or on the business day immediately preceding any adjournment thereof. Alternatively, the form of proxy may be handed to the Chairman no later than 10 (ten) minutes before the time for which the scheme meeting has been convened. Each scheme member who holds dematerialised shares in the Applicant through a CSDP or broker, other than a dematerialised own name scheme member ("dematerialised scheme member"), must give his/her voting instructions to his/her CSDP or broker by the time and in the manner prescribed in the custody agreement concluded between the relevant scheme member and his/her CSDP or broker. If a dematerialised scheme member wishes to attend and vote at the scheme meeting in person or be represented thereat by proxy he/she should timeously inform his/her CSDP or broker of his/her intention to attend and vote in person at the scheme meeting or be represented by proxy thereat in order for the CSDP or broker to issue him/her with the necessary Letter of Representation to do so. Where there are joint holders of the Applicant's ordinary shares, any one of such persons may vote at the scheme meeting in respect of those ordinary shares as if such joint holder was solely entitled thereto, but if more than 1 (one) of the joint holders is present or represented at the scheme meeting, then the joint holder whose name appears first in the Applicant's register of members in respect of such ordinary shares (or his/her proxy) will be entitled to vote in respect of those shares at the scheme meeting. If more than 1 (one) proxy is appointed on a single proxy, then only one of these proxies (in order of appointment) will be entitled to exercise that proxy. In terms of the Order of Court, the Chairman must report the result of the scheme meeting to the Court on Tuesday, 22 January 2008 at 10:00 or so soon thereafter as Counsel may be heard. A copy of the Chairman's report to the Court will be available, free of charge, to any scheme member on request, at the registered office of the Applicant during normal business hours for at least 7 (seven) calendar days prior to Tuesday, 22 January 2008 or, any extension of such date. Lourens van Staden Chairman of the scheme meeting WERKSMANS INCORPORATED Attorneys for Applicant 155, 5th Street Sandown Sandton, 2196 Ref: Mr K J Trudgeon/Mr S Teichner 14 December 2007

	You can view the Next News Releases DiamondCore Resources Ltd. item: Fri Dec 14, 2007, Order of court You can view the Previous News Releases DiamondCore Resources Ltd. item: Fri Dec 14, 2007, Posting of unqualified audited financial results You can return to the main News Releases DiamondCore Resources Ltd. page, or press the Back button on your browser.