REG - BlueRock DiamondsPLC - Result of AGM and Corporate Update

Bluerock DiamondsAnnouncement

07/09/2022 12:30

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RNS Number : 6310Y  BlueRock Diamonds PLC  07 September 2022

BlueRock Diamonds PLC / AIM: BRD / Sector: Natural Resources

7 September 2022

BlueRock Diamonds PLC ('BlueRock' or the 'Company')

 

Result of AGM

 Teichmann Financing Update

 Exercise of Broker Option

 PDMR / PCA Dealings

 

BlueRock Diamonds PLC, the AIM listed diamond producer, which owns and
operates the Kareevlei Diamond Mine ('Kareevlei') in the Kimberley region of
South Africa, is pleased to announce the result of its annual general meeting
('AGM') held earlier today, as well as an update on the Teichmann Financing
and Broker Option, as described in the shareholder circular (the 'Circular')
published on 15 August 2022.

 

Result of AGM

The Company is pleased to announce that all resolutions were duly passed. The
votes cast at the meeting were as follows:

 

 Resolution Number  In Favour  Against  Withheld
 1                  3,194,752  32,518   145,296
 2                  3,194,752  32,518   145,296
 3                  3,194,752  32,518   145,296
 4                  3,339,037  32,518   1,011
 5                  3,339,037  32,518   1,011
 6                  3,339,037  32,518   1,011
 7                  3,339,037  32,518   1,011

 

As explained in the Circular, as the resolutions have been passed, it is the
intention of Michael Houston, David Facey and Tim Leslie to resign as
directors, subject to suitable replacements being identified. A further
announcement regarding progress in respect of these board changes will be made
in due course.

 

Completion of Teichmann Financing

Following approval of the requisite resolutions by independent shareholders at
the AGM held earlier today, the Company is pleased to announce that it has
completed the Teichmann Financing announced on 5 July 2022. Pursuant to the
Subscription Agreement entered into with Teichmann Company Limited ('TCL') and
parties connected with TCL:

1.    Simple Loan Notes ('SLNs') held by TCL and connected parties (the
'Noteholders') have been redeemed  for 15,234,437 new Ordinary Shares
issued  at a price of 7 pence per share (the 'Subscription Shares') being
£1,066,411 in aggregate.

 

2.    The Noteholders have subscribed for the New Convertible Loan Notes
('NCLNs') for £583,746 in aggregate. The NCLNs are convertible into Ordinary
Shares at a conversion price of 7 pence per share and have a maturity date of
30 November 2025. The NCLN instrument contains the same covenants, default,
security and transfer provisions as the SLNs.

 

3.    The Existing CLN of £1,610,000 has been amended to provide for
redemption and to run to an extended term of 30 November 2025. The amendment
has also removed applicable interest to its maturity and changed the
conversion price from 40 pence to 24.9 pence (the commercial effect among the
parties being the same due to the treatment of interest and which will not
alter the maximum number of shares to be issued on conversion of the Existing
CLN, being 6,465,247 Ordinary Shares).

 

The SLN, the NCLN and the Existing CLN will, subject to regulatory approval in
South Africa, be secured by a charge over the Company's shares in Kareevlei,
as well as a charge over the Company's bank accounts for the benefit of TSA,
as lender under the Facility Agreement (as described in the Circular), and the
holders of the Existing CLNs, SLNs and New CLNs.

 

The Noteholders and TSA have confirmed that the NCLNs will be funded from
their existing cash resources. No management incentivisation arrangements are
agreed or proposed in connection with the Teichmann Financing.

 

Exercise of Broker Option

The Company is pleased to announce that the Broker Option (as described in the
Circular) has been fully exercised in respect of 4,285,714 new Ordinary
Shares of 5 pence each at a price of 7 pence per share (the 'Broker Option
Shares'), conditionally raising gross proceeds of £0.3 million (before
expenses). The Broker Option, a facility to allow existing shareholders and
investors to invest in the Company at the same issue price as the Teichmann
Financing, was exercised by SP Angel Corporate Finance LLP.

 

In accordance with the terms of the Broker Option, the Teichmann Concert Party
has subscribed for 2,785,714 of the Broker Option Shares, being 65% of the
total number of Ordinary Shares issued under the Broker Option such that its
maximum percentage shareholding in the Company (assuming conversion of the
Existing CLNs, NCLNs and exercise of Mike Houston's share options) is
maintained at no more than 65.46%.

 

Following the issue of the Broker Option Shares and redemption of the SLNs by
the issue of 15,234,437 Subscription Shares, the Teichmann Concert Party will
hold 21,805,707 Ordinary Shares, representing 52.8 per cent. of the enlarged
ordinary share capital of the Company.

 

The Takeover Panel has agreed to grant a waiver of the obligation of the
Teichmann Concert Party to make a general offer under Rule 9 of the Takeover
Code that would otherwise arise as a result of the  issue of the Subscription
Shares and Broker Option Shares.

 

PDMR and PCA Dealings

Pursuant to the completion of the Teichmann Financing and exercise of the
Broker Option, the Company was notified today of the following changes in
beneficial interest of certain PCAs of PDMRs:

 

1.    Teichmann Company Limited, a PCA of Gary Teichmann (non-executive
director of BlueRock Diamonds Plc), has subscribed for 10,284,735 Subscription
Shares and 1,880,307 Broker Option Shares, both at a price of 7 pence per
share (£851,553 in aggregate). Following the subscription and admission of
the Subscription Shares and Broker Option Shares, TCL will have an interest in
35.46% in the enlarged share capital of the Company.

 

2.    T-Three Drilling (Mauritius) Limited ('T3'), a PCA of Gary Teichmann
(non-executive director of BlueRock Diamonds Plc), has subscribed for
4,081,486 Subscription Shares and 746,753 Broker Option Shares, both at a
price of 7 pence per share (£337,977 in aggregate). Following the
subscription and admission of the Subscription Shares and Broker Option
Shares, T3 will have an interest in 14.04% in the enlarged share capital of
the Company.

 

The Notification of Dealing Forms required in accordance with UK MAR are set
out below.

 

Admission to Trading on AIM and Total Voting Rights

Application will be made for the Subscription Shares and Broker Option Shares,
which will rank pari passu with the existing Ordinary Shares, to be admitted
to trading on AIM ("Admission"). It is expected that Admission will become
effective, and dealings will commence at 8:00a.m. on or around 8 September
2022.

 

Following the issue of the Broker Option Shares, and Subscription Shares, the
issued share capital of the Company will consist of 41,296,906 Ordinary
Shares. No shares were held in treasury at the date of this announcement. The
total current voting rights in the Company are therefore 41,296,906.

 

The above total current voting rights number is the figure, which may be used
by shareholders as the denominator for the calculation, by which they will
determine if they are required to notify their interest in, or a change to
their interest in the Company.

 

Capitalised terms used in this announcement have the meanings given to them in
the Circular published on 15 August 2022.

 

Mike Houston, Executive Chairman said, "The board is delighted to have
completed the Teichmann Financing and to have received support for the Broker
Option.  As outlined before, we look forward to the closer involvement of
Teichmann in the management of BRD and welcome this new investment during this
critical phase of development."

 

Gary Teichmann, Non-Executive Director said, "We are pleased to have received
the support of shareholders to complete this financing and we remain fully
committed to the success of BRD and Kareevlei for all shareholders. We look
forward to updating the market in due course as we prepare to take a more
active role in the management of BRD and Kareevlei."

 

The information contained within this announcement is deemed by the Company to
constitute inside information as stipulated under the Market Abuse Regulations
(EU) No. 596/2014 as it forms part of UK domestic law by virtue of the
European Union (Withdrawal) Act 2018 ('MAR'). Upon the publication of this
announcement via Regulatory Information Service ('RIS'), this inside
information is now considered to be in the public domain.

 

**ENDS**

 

For further information, please visit BRD's
website www.bluerockdiamonds.co.uk (http://www.bluerockdiamonds.co.uk/)  or
contact:

 

 BlueRock Diamonds PLC

 Mike Houston                           mhouston@bluerockdiamonds.co.uk

 David Facey, FD                        d.facey@bluerockdiamonds.co.uk
 SP Angel (NOMAD and Broker)

 Stuart Gledhill / Caroline Rowe        Tel: +44 (0)20 3470 0470
 St Brides Partners Ltd (Financial PR)

 Isabel de Salis / Charlotte Page       bluerock@stbridespartners.co.uk

 

Notes to editors:

BlueRock Diamonds is an AIM-listed diamond producer which operates the
Kareevlei Diamond Mine near Kimberley in South Africa which produces diamonds
of exceptional quality and ranks in the top ten in the world in terms of
average value per carat. The Kareevlei licence area covers 3,000 hectares and
hosts five known diamondiferous kimberlite pipes with a combined inferred
resource of 10.4 million tonnes / 516,200 carats (February 2021); based on its
planned production of 1 million tonnes per annum, this provides a minimum
10-year life of mine.

 

NOTIFICATION AND PUBLIC DISCLOSURE OF TRANSACTIONS BY PERSONS DISCHARGING
MANAGERIAL RESPONSIBILITIES AND PERSONS CLOSELY ASSOCIATED WITH THEM:

 

 

 1    Details of the person discharging managerial responsibilities / person closely

    associated

 a)   Name                                                         Teichmann Company Limited

 2    Reason for the notification

 a)   Position/status                                              Company directly or indirectly controlled by Gary Teichmann

 b)   Initial notification /Amendment                              Initial Notification

 3    Details of the issuer, emission allowance market participant, auction

    platform, auctioneer or auction monitor

 a)   Name                                                         BlueRock Diamonds Plc

 b)   LEI                                                          213800LVSJ2RNI3SSN92

 4    Details of the transaction(s): section to be repeated for (i) each type of

    instrument; (ii) each type of transaction; (iii) each date; and (iv) each
      place where transactions have been conducted

 a)   Description of the financial instrument, type of instrument  Ordinary shares of £0.05 each

      Identification code                                          GB00BKKJK954

 b)   Nature of the transaction                                    1.    Redemption of SLNs

                                                                   2.    Participation in Broker Option

 c)   Price(s) and volume(s)

                                                                                     Price(s)           Volume(s)
                                                                                     1.        7p       1.        1.        10,284,735
                                                                                     2.        7p       2.        2.        1,880,307

 d)   Aggregated information

      - Aggregated volume                                          As above

      - Price                                                      As above

 e)   Date of the transaction                                      7 September 2022

 f)   Place of the transaction                                     Outside a trading venue

 1.        1.        10,284,735
 2.        2.        1,880,307

d)

 

Aggregated information

- Aggregated volume

As above

- Price

As above

e)

 

Date of the transaction

 

 

7 September 2022

f)

 

Place of the transaction

 

 

Outside a trading venue

 

 

 1    Details of the person discharging managerial responsibilities / person closely

    associated

 a)   Name                                                         T-Three Drilling (Mauritius) Limited

 2    Reason for the notification

 a)   Position/status                                              Company directly or indirectly controlled by Gary Teichmann

 b)   Initial notification /Amendment                              Initial Notification

 3    Details of the issuer, emission allowance market participant, auction

    platform, auctioneer or auction monitor

 a)   Name                                                         BlueRock Diamonds Plc

 b)   LEI                                                          213800LVSJ2RNI3SSN92

 4    Details of the transaction(s): section to be repeated for (i) each type of

    instrument; (ii) each type of transaction; (iii) each date; and (iv) each
      place where transactions have been conducted

 a)   Description of the financial instrument, type of instrument  Ordinary shares of £0.05 each

      Identification code                                          GB00BKKJK954

 b)   Nature of the transaction                                    1.    Redemption of SLNs

                                                                   2.    Participation in Broker Option

 c)   Price(s) and volume(s)

                                                                                     Price(s)          Volume(s)
                                                                                     1.  7p            3.        1. 4,081,486
                                                                                     2.  7p            4.        2. 746,753

 d)   Aggregated information

      - Aggregated volume                                          As above

      - Price                                                      As above

 e)   Date of the transaction                                      7 September 2022

 f)   Place of the transaction                                     Outside a trading venue

 3.        1. 4,081,486
 4.        2. 746,753

d)

 

Aggregated information

- Aggregated volume

As above

- Price

As above

e)

 

Date of the transaction

 

 

7 September 2022

f)

 

Place of the transaction

 

 

Outside a trading venue

 

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