Stellar Diamonds PLC - Update re NWF
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM
THE FOLLOWING ANNOUNCEMENT IS NOT A PROSPECTUS OR PROSPECTUS EQUIVALENT DOCUMENT AND INVESTORS SHOULD NOT MAKE ANY INVESTMENT DECISION IN RELATION TO NEWFIELD RESOURCES LIMITED SHARES EXCEPT ON THE BASIS OF THE INFORMATION IN THE SCHEME CIRCULAR WHICH IS PROPOSED TO BE PUBLISHED IN DUE COURSE.
NWF has also announced the closing of the NWF Rights Issue to raise a further
Furthermore, NWF has announced today that in accordance with the terms of the Underwriting Agreement, the NWF Rights Issue Underwriter has today lodged application forms and payments in respect of the Shortfall with NWF.
Accordingly, the Stellar Directors continue to unanimously recommend that Stellar Shareholders vote in favour of the Scheme at the Court Meeting and in favour of the resolution to be proposed at the General Meeting.
Stellar Shareholders who have not yet submitted both the BLUE Form of Proxy for the Court Meeting and the WHITE Form of Proxy for the General Meeting are encouraged to do so as soon as possible, but in any event so as to be received by Stellar's registrars,
Copies of the Forms of Proxy are available for download (subject to certain restrictions relating to persons resident in restricted jurisdictions) from Stellar's website at www.stellar-diamonds.com.
Capitalised terms used in this announcement have the same meaning as in the Scheme Circular sent to Stellar Shareholders on
Tel: +44 (0) 20 7010 7686
Tel: +44 (0) 20 7213 0880
Tel: +61 (08) 6389 2688
Tel: +353 1 77 55 600
This announcement is for information purposes only and is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities whether pursuant to this announcement or otherwise. This announcement does not constitute a prospectus or a prospectus equivalent document. The shareholders of Stellar and NWF are advised to read carefully the formal documentation in relation to the Combination once it has been despatched.
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
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 outside the
The availability of the Combination and the New NWF Shares to Stellar Shareholders who are not resident in the
Unless otherwise determined by NWF or required by the Takeover Code, and permitted by applicable law and regulation, the Combination will not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour of the Combination by any means, instrumentality or form within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. 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 are contained in the Scheme Circular.
The New NWF Shares have not been, and will not be, registered under the US Securities Act 1933, as amended (the "US Securities Act") or the securities laws of any state, district or other jurisdiction of
NWF and Stellar intend to rely on an exemption from the registration requirements of the US Securities Act provided by Section 3(a)(10) thereof in connection with the consummation of the Combination and the issuance of New NWF Shares. Stellar Shareholders (whether or not US persons) who are or will be affiliates (within the meaning of the US Securities Act) of Stellar or NWF prior to, or of NWF after, the Effective Date will be subject to certain US transfer restrictions relating to the New NWF Shares received pursuant to the Scheme. For the purposes of qualifying for the exemption from the registration requirements of the US Securities Act afforded by Section 3(a)(10), Stellar 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.
US shareholders should note that the Combination is made for the securities of an English company in accordance with the laws of
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
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
Notes regarding New NWF Shares
The New NWF Shares to be issued pursuant to the Combination will not be registered under the relevant securities laws of
The offer of New NWF Shares for issue or sale or resale within
This document is not a disclosure document for the purposes of Chapter 6D of the Australian Corporations Act 2001 (Cth) and does not purport to include the information required of a disclosure document under Chapter 6D of the Australian Corporations Act 2001 (Cth). It has not been approved by any Australian regulatory authority, such as ASIC or ASX and has not been lodged with ASIC. You are advised to exercise caution in relation to the proposal set out 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")
Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any paper offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified.
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 8.3(a) of the Code applies must be made by no later than
Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchanger offeror. 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 8.3(b) of the Code applies must be made by no later than
If two 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 8.3 of the Code.
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 8.1, 8.2 and 8.4 of the Code).
Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the
Publication on Website
A copy of this announcement will be made available (subject to certain restrictions relating to persons resident in restricted jurisdictions) at www.Stellar-diamonds.com in accordance with Rule 26.1 of the Code by no later than 12 noon (
Stellar Shareholders may request a hard copy of this announcement by contacting
Please be aware that addresses, electronic addresses and certain information provided by Stellar Shareholders, persons with information rights and other relevant persons for the receipt of communications from Stellar may be provided to NWF during the Offer Period if requested under Section 4 of Appendix 4 of the Takeover Code to comply with Rule 2.11(c) of the Takeover Code.
This information is provided by RNS
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