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INTRODUCTION
Shareholders are referred to the announcement dated 7 September 2007 in which
shareholders were advised that that the board of directors of Diamond Core had
received an offer ("the offer") from BRC Diamond Corporation ("BRC") to acquire
all of the issued ordinary shares of Diamond Core and thereby to effect a
merger of BRC and Diamond Core.
The offer is to be effected, subject to certain conditions precedent, by way of
a court-sanctioned scheme of arrangement ("scheme") under the provisions of
Section 311 of the Companies Act, 1973 (South Africa), in terms of which
Diamond Core shareholders will, if the Scheme becomes operative, receive 1 new
BRC common share for every 24.5 Diamond Core ordinary shares held.
The purpose of this announcement is to inform shareholders of the important dates and times in respect of the scheme. SCHEME MEETING
Shareholders are advised that in terms of an Order of Court dated Tuesday, 11
December 2007, the High Court of South Africa has granted Diamond Core leave to
convene a meeting to consider the scheme ("scheme meeting"), to be held at
09:00, on Monday, 14 January 2008 (or any adjourned date as determined by the
Chairperson) at Block C, St Andrews Office Park, Meadowbrook Lane, Epsom Downs,
Bryanston, 2024. IMPORTANT DATES AND TIMES
| 2007 |
|---|
| Court hearing to convene scheme meeting | Tuesday, 11 December |
| Notice of scheme meeting and Order of Court released on SENS | Friday, 14 December |
| Notice of scheme meeting and Order of Court published in the press (Business Day and Beeld) | Friday, 14 December |
| Notice of scheme meeting and Order of Court published in the press (Sunday Times and Rapport) | Sunday, 16 December |
| Notice of scheme meeting published in the Government Gazette | Friday, 21 December |
| 2008 |
|---|
| Last day to trade ordinary shares on the JSE in order to be recorded in the register on the voting record date (see note 2 below) | Thursday, 3 January |
| Voting record date, being the date on which Diamond Core shareholders must be recorded in the register in order to be eligible to vote at the scheme meeting | Thursday, 10 January |
| Last day to lodge form of proxy for the scheme meeting (by 09:00)(see notes 3 and 4 below) | Friday, 11 January |
| Scheme meeting held (at 09:00) | Monday, 14 January |
| Results of scheme meeting to be released on SENS | Monday, 14 January |
| Results of scheme meeting to be published in the press | Tuesday, 15 January |
| The report of the Chairperson to be available for inspection | Tuesday, 15 January |
| Court hearing to sanction the scheme (at 10:00 or so soon thereafter as Counsel may be heard) | Tuesday, 22 January |
| Outcome of Court hearing to be released on SENS | Tuesday, 22 January |
| Outcome of Court hearing to be published in the press | Wednesday, 23 January |
| Order of Court sanctioning the scheme registered by the Registrar of Companies | Thursday, 24 January |
| The dates below are subject to the fulfilment of the conditions precedent as set out in paragraph 5 of the scheme. To the extent that the conditions precedent are not fulfilled by Thursday, 24 January 2008, the dates set out below will be delayed accordingly and any such changes will be announced on SENS and published in the press. |
| Finalisation date announcement once all conditions precedent have been fulfilled and/or waived to be released on SENS | Thursday, 24 January |
| Finalisation date announcement once all conditions precedent have been fulfilled and/or waived to be published in the press | Friday, 25 January |
| Last day to trade ordinary shares on the JSE in order to be recorded in the register on the consideration record date | Friday, 1 February |
| Suspension of Diamond Core's listing on the JSE from the commencement of trading | Monday, 4 February |
| BRC common shares will be listed and trading will commence on the JSE at the commencement of trading on the JSE under ISIN: CA05565C1095 and JSE code "BCD" | Monday, 4 February |
| Consideration record date, being the date on which Diamond Core shareholders must be recorded in the register in order to be eligible to receive the scheme consideration | Friday, 8 February |
| Operative date of the scheme, from the commencement of trading | Monday, 11 February |
| Transfer of listing of BRC common shares from TSX- V to TSX, on or about | Monday, 11 February |
| Termination of Diamond Core's listing on the JSE, from the commencement of trading | Monday, 11 February |
If the forms of surrender and transfer and the document(s) of title are received by the transfer secretaries on or prior to 12:00 on the consideration record date of the scheme, the share certificates in respect of the share portion of the scheme consideration and the cheques in respect of the cash portion of the scheme consideration will be posted to certificated scheme participants on the operative date. Failing such receipt, the share certificates in respect of the share portion of the scheme consider ation and the cheques in respect of the cash portion of the scheme consideration will be posted to certificated scheme participants within five business days of receipt of the form of surrender and transfer and the relevant document(s) of title by the transfer secretaries.
Dematerialised scheme participants will have their accounts held at their CSDP
or broker credited and updated with the scheme consideration (both shares and
cash) on the operative date.
In the event of the conditions precedent set out in paragraph 5 of the scheme
not being fulfilled by 31 March 2008, or such later date as BRC and Diamond
Core agree to, the scheme will fail to become operative and will be of no force
and effect.
Notes:
- 1. The abovementioned times are South African times and are subject to change.
Any change to the above dates and times will be agreed upon by BRC and Diamond
Core and advised to Diamond Core shareholders by release on SENS and
publication in the press.
- 2. Diamond Core shareholders should note that, as Diamond Core ordinary shares
are settled in the Strate environment, settlement for trade takes place five
business days after the trade date. Therefore shareholders who acquire Diamond
Core ordinary shares after Thursday, 3 January 2008, will not be eligible to
vote at the scheme meeting, although they will be entitled to participate in
the scheme provided they are recorded in the register on the consideration
record date.
- If the scheme meeting is adjourned or postponed, forms of proxy for the
scheme meeting must be received by the transfer secretaries by no later than
the business day prior to the adjourned or postponed meeting.
- If the forms of proxy are not received by the transfer secretaries by the
time and date shown above, they may be handed t o the Chairperson of the scheme
meeting by not later than 10 minutes before the commencement of the scheme
meeting.
- If you wish to rematerialise or dematerialise your ordinary shares, please
contact your CSDP or broker. However, no rematerialisation or dematerialisation
will take place after Friday, 1 February 2008. Only dematerialised ordinary
shares may be traded on the JSE.
CIRCULAR
A circular providing further information in respect of the scheme, and
containing, inter alia, a notice of scheme meeting, an explanatory statement,
the scheme of arrangement, an Order of Court, a form of proxy and a form of
surrender and transfer, will be posted to shareholders shortly.
Johannesburg
14 December 2007
For further information or enquiries, please contact Theo Botoulas on +(27)828522150 or on +(27)117064888.
Corporate adviser and sponsor to Diamond Core
RIVER GROUP
Attorneys to Diamond Core
WERKSMANS ATTORNEYS
Corporate adviser to BRC
RBC Capital Markets
Legal counsel to BRC
Macleod Dixon
Legal counsel to corporate adviser
FASKEN MARTINEAU
Independent advisor to the board of Diamond Core
VENMYN -- Independence you cant trust
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