Stellar diamonds consolidating student loans Stellar and NWF are pleased to announce that they have reached agreement on the terms of a recommended all-share offer by NWF to acquire the entire issued and to be issued share capital of Stellar the " Combination " to form the " Combined Group ".
"Stellar diamonds consolidating student loans" the terms of the Combination, each Stellar Shareholder will be entitled to receive: Deutsche Balaton has irrevocably undertaken to accept the DB Share Rights Offer and agreed not to exercise its DB Share Rights prior to the Scheme becoming Effective, lapsing or being withdrawn, unless the Stellar Board withdraws its recommendation of the Combination or their Irrevocable Undertaking otherwise terminates.
The CLN Holders have irrevocably undertaken to accept the appropriate offer for their CLNs and agreed not to convert their CLNs prior to the Scheme becoming Effective, lapsing or being withdrawn, unless the Stellar Board withdraws its recommendation of the Combination or their Irrevocable Undertaking otherwise terminates.
The Combination is conditional on, amongst other things, the approval of the Scheme by the Scheme Shareholders. Stellar's projects are located within the major diamond producing areas of Sierra Leone and Liberia. Furthermore, Stellar's historical exploration in its Liberian licences also suggests the presence of undiscovered kimberlites in areas of known diamond diggings. NWF is an Australian exploration company listed on the ASX market with an advanced diamond project in Sierra Leone comprising four exploration licences covering approximately Stellar has been working for a number of years towards its strategy of developing a significant hard rock diamond mine in West Africa.
The FEED study has recently commenced and is expected to take approximately 4 months to complete. It will define the final capital expenditure definitive estimate and the operating cost budgets for the Tongo-Tonguma Project and will result in a refined financial model and projections being produced alongside an execution plan. Through the Combination, Stellar Shareholders would benefit from exposure to the Combined Group's potential future cash flows which may be generated from the Tongo-Tonguma Project.
Stellar Shareholders should note that the Stellar Board may withdraw their recommendation if the NWF Rights Issue does not complete for any reason, including where the NWF Rights Issue Underwriter exercises its right to terminate under one of the limited termination provisions contained in the Underwriting Agreement.
The Stellar Board may also withdraw their recommendation if the NWF Rights Issue does not raise sufficient funds to develop the Tongo-Tonguma towards a meaningful level of production. If the Stellar Board withdraws its recommendation, the Chairman of the Court Meeting intends to adjourn the Court Meeting indefinitely such that the Scheme will not become Effective. The cash position of the Stellar Group remains constrained as the majority of the Loan is being applied towards the FEED, payment of mining licences, certain creditors and costs in relation to the Combination.
If the Stellar diamonds consolidating student loans is not completed, Stellar would need to raise additional capital in the near term to provide working capital and meet its liabilities. The Stellar Directors believe that, since the Tribute Mining Agreement with Octea was closed on "Stellar diamonds consolidating student loans" Februarythe Company will have the ability to access sufficient levels of finance to fund the capital expenditure requirements at Tongo-Tonguma, and to meet essential administrative expenses for the foreseeable future.
However, the Stellar Directors believe that capital markets in the UK have proven extremely difficult to raise funds for junior mining companies in recent years and there is no guarantee that Stellar will be able to find either the short-term funding or longer-term debt and equity funding necessary to continue operating and to bring the Tongo-Tonguma Project into production.
It is possible that any future equity raises by Stellar would be at a lower price compared to the effective value per share of existing Stellar Shares pursuant to the Combination and could result in significantly higher level of dilution for Stellar Shareholders.
The Stellar Board, which has been so advised by Cairn Financial Advisers LLP as to the financial terms of the Combination, considers the terms of the Combination to be fair and reasonable. In addition, the Stellar Directors believe that the terms of the Combination are in the best interests of Stellar Shareholders as a whole. NWF has, in total, received irrevocable undertakings to vote in favour of the Scheme in respect of 18, Stellar Shares representing, in aggregate, approximately These Irrevocable Undertakings include minor changes to the undertakings given in and replace the previous irrevocable undertakings announced on 1 February Pursuant to the terms of these agreements, the parties have agreed, inter alianot to dispose of the New NWF Shares held for a period of six months subject to customary exemptions.
In order to become Effective, the Scheme must be approved by a majority in number of the Stellar Shareholders voting at the Court Meeting, either in person
Stellar diamonds consolidating student loans by proxy, representing at least 75 cent.
In addition, a special resolution implementing certain matters in connection with the Scheme must be passed by Stellar Shareholders representing at least 75 per cent. The Scheme Circular, containing further information about the Combination and notices of the Court Meeting and the General Meeting, will be published as soon as practicable and, in any event, save with the consent of the Panel within Stellar diamonds consolidating student loans days of this Announcement.
The proposed timetable for the Scheme is set out in Appendix IV. If any of the key dates set out in the expected timetable change, an announcement will be made through a Regulatory Information Service.
Through the course of this work, NWF has gained a sound understanding of operating in Sierra Leone and developed excellent goodwill with the relevant local, provincial and national governing entities in the country. We welcome the addition of Karl Smithson and Rowan Carr and Stellar's operations personnel in Sierra Leone as the Combination brings together a management team with considerable experience and qualifications in the diamond exploration and mining industry.
This human resource combined with a sound "Stellar diamonds consolidating student loans" platform and the high grade Tonguma and Tongo Project will create an enlarged and well-funded diamond development group focussed on Sierra Leone. Not only does this come at a significant premium for Stellar Shareholders, but it also secures the funding at a premium for the development of the Tongo-Tonguma Project. Furthermore, the enlarged Company will have the financial and technical capacity to deliver the Stellar diamonds consolidating student loans which we believe can offer long term and sustainable cash flows to all shareholders.
This summary should be read in conjunction with the full text of the following Announcement including the Appendices. The Conditions and certain further terms of the Combination are set out in Appendix I. Appendix II contains bases and sources of certain information contained within this document. Appendix IV contains the proposed timetable of events. Appendix V contains definitions of certain terms used in this Announcement.
Cairn Financial Advisers LLP, which is authorised and regulated by the Financial Conduct Authority, is acting for Stellar as financial adviser in relation to the Combination and is not acting for any other person in relation to the Combination. Cairn Financial Advisers LLP will not be responsible to anyone other than Company for providing the protections afforded to its clients or for providing advice in relation to the contents of this document or any offer for Stellar or arrangement referred to herein.
This announcement does not constitute a prospectus or a prospectus equivalent document. The shareholders of Stellar and NWF are advised to read carefully the documentation in relation to the Combination once it has been despatched. Stellar will prepare the Scheme Circular to be distributed to Stellar Shareholders.
Stellar and NWF urge Stellar Shareholders to read the Scheme Circular when it becomes available because it will contain important information relating to the Combination. No person has been authorised to make any representations on behalf of Stellar or NWF concerning the Scheme or the Combination which are inconsistent with the statements contained herein, and any such representations, if made, may not be relied upon as having been so authorised.
No person should construe the contents of this Announcement as legal, financial or tax advice and any interested person should consult its own advisers in connection with such matters. The release, publication or distribution of this Announcement in jurisdictions other than the United Kingdom may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about, and observe any applicable requirements.
Any failure to comply with the restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Combination disclaim any responsibility or liability for the violation of such restrictions by any person. This Announcement has been prepared for the purposes of complying with English law, Australian law to the extent applicable, and the Takeover Code and the information disclosed in this announcement may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions Stellar diamonds consolidating student loans the United Kingdom.
The availability of the Combination and the New NWF Shares to Stellar Shareholders who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdiction in which they are located or of which they are resident.
Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable requirements. Accordingly, copies of this Announcement and all documents relating to the Combination are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction where to do so would violate the laws of that jurisdiction, and persons receiving this Announcement and all documents relating to the Combination including custodians, nominees and trustees must not mail or otherwise distribute or send them in, into or from such jurisdictions where to do so would violate the laws of that jurisdiction.
Further details in relation to overseas Stellar Shareholders will be contained in the Scheme Circular. The New NWF Shares have not been, and will not be, registered under the US Securities Actas amended the "US Securities Act" or the securities laws of any state, district or other jurisdiction of the United States and the relevant clearances have not been, and will not be, obtained from the securities commission or similar regulatory authority.
The Combination is not being made in any US state or other jurisdiction where it is not legally permitted to do so. Accordingly, such securities may not be, offered, sold, resold, delivered or distributed, directly or indirectly, in or into such jurisdictions or any other jurisdiction if to do so would constitute a violation of relevant laws of, or require registration thereof in, such jurisdiction except pursuant to an exemption, if available, from any applicable registration or prospectus requirements or otherwise in compliance with all applicable laws.
For the purposes of qualifying for the exemption from the registration requirements of the US Securities Act afforded by Section 3 a 10Stellar will advise the Court that its sanctioning of the Scheme will be relied upon by NWF as an approval of the Scheme following a hearing on its fairness to Stellar Shareholders.
The Combination is subject to disclosure requirements of England and Wales that are different from those of the United States. The receipt of New NWF Shares pursuant to the Combination by a US Stellar Shareholder may be a taxable transaction for US federal income tax purposes and under applicable state and local, as well as foreign and other, tax laws.
Each Stellar Shareholder is urged to consult his independent professional adviser immediately regarding the tax consequences of the Combination. It may be difficult for you to enforce your rights and any claim you may have arising under US federal securities laws, since NWF is located in Australia and most Stellar diamonds consolidating student loans its officers and directors are residents of Australia.
You should be aware that NWF may purchase securities otherwise than under the Combination, such as in open market or privately negotiated purchases. None of the securities referred to in this Announcement have been approved or disapproved by the SEC, any state securities commission in the United States or any other US regulatory authority, nor have such authorities passed upon or determined the adequacy or accuracy of the information contained in this Announcement.
Any representation to the contrary is a criminal offence in the United States. The New NWF Shares to be issued pursuant to the Combination will not be registered under the relevant securities laws of Japan or the Republic of South Africa and the relevant clearances have not been, and will not be, obtained from the securities commission or similar regulatory authority of any province or territory of Canada. Accordingly the New NWF Shares may not be, offered, sold, resold, delivered or distributed, directly or indirectly in or into Canada, Japan or the Republic of South Africa or any other jurisdiction if to do so would constitute a violation of relevant laws of, or require registration thereof in, such jurisdiction except pursuant to an Stellar diamonds consolidating student loans, if available, from any applicable registration or prospectus requirements or otherwise in compliance with all applicable laws.
This document is not a disclosure document
Stellar diamonds consolidating student loans the purposes of Chapter 6D of the Australian Corporations Act Cth and does not purport to include the information required of a disclosure document under Chapter 6D of the Australian Corporations Act Cth. You are advised to exercise caution in relation to the proposal set in this document. You should obtain independent professional advice if you have any queries or concerns about any of the contents or subject matter of this document.
Dealing disclosure requirements of the Takeover Code the "Code". An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of i the offeree company and ii any securities exchange offeror s. An Opening Position Disclosure by a person to whom Rule 8.
London time on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.
London time on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons Stellar diamonds consolidating student loans deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.
A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of i the offeree company and ii any securities exchange offeror, save to the extent that these details have previously been disclosed under Rule 8 of the Code. A Dealing Disclosure by a person to whom Rule 8. London time on the business day following the date of the relevant dealing. If Stellar diamonds consolidating student loans or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.
Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them see Rules 8. In accordance Stellar diamonds consolidating student loans Rule 2. In addition to the issued ordinary share capital of Stellar, currently rights over , Stellar Shares have been granted as follows: The CLN Warrant exercise price may vary in accordance with the terms of the Stellar CLNs which are summarised in Stellar's previous announcements, notably the announcements of 14 August and 11 September in the event that the Combination does not proceed.
Australian incorporated companies do not have authorised capital or par value for shares. In addition, NWF has a total of 6 million options on issue. A copy of this Announcement will be made available subject to certain restrictions relating to persons resident in restricted jurisdictions "Stellar diamonds consolidating student loans" www.
The content of the website referred to in this Announcement is not incorporated into and does not form part of this Announcement. A notice informing Stellar Shareholders other than Stellar Shareholders who have elected to receive electronic communications that this Announcement is available at www. Stellar Shareholders may also request that all future documents, announcements and information to be sent to them in relation to the Combination should be in hard copy form.
This Announcement contains certain forward-looking statements with respect to the possible Combination involving NWF and Stellar. The words "believe", "expect", "anticipate", "project" and similar expressions, among others, generally identify forward-looking statements.
These forward-looking statements are based on numerous assumptions and assessments made in light of NWF's or, as the case may be, Stellar's experience and perception of historical trends, current conditions, business strategies, operating environment, future developments and other factors it believes appropriate.
These forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those indicated in the forward-looking statements. These factors are not Stellar diamonds consolidating student loans to be an all-encompassing list of risks and uncertainties. By their nature, forward-looking statements involve known and unknown risks and uncertainties because they relate to events and depend on circumstances that will occur in the future.
The factors described in the context of such forward-looking statements in this Announcement cause NWF's plans with respect to Stellar, NWF's or Stellar's actual results, performance or achievements, industry results and developments to differ materially from those expressed in or implied by such forward-looking statements.
Offer for Stellar Diamonds plc RNS - regulatory news service - news. may have arising under US federal securities laws, since NWF is located . The cash position of the Stellar Group remains constrained as the majority of the Loan is In AugustStellar announced its intention to combine Stellar's.