Business
Proposed Acquisition
Proposed Acquisition.
About this update from Petra Diamonds Limited
[{"type":"text","content":"\n Petra Diamonds Ld\n01 March 2007\n\n JOINT NEWS RELEASE\n\n\n\nFor release: 1 March 2007\n\n\n\n\n Petra Diamonds Limited and Xceldiam Limited\n\n\n Proposed Acquisition of Frannor Investments and Finance Limited\n\n\n\nPetra Diamonds Limited ('Petra') (AIM / ASX: PDL) and Xceldiam Limited \n('Xceldiam') (AIM: XLD), the diamond mining and exploration groups, announce \nthat they have entered into a conditional agreement ('the Agreement') whereby\nPetra will acquire the entire issued share capital of Frannor Investments and\nFinance Limited ('Frannor BVI') from Xceldiam Limited ('Xceldiam') ('the\nTransaction'). Frannor BVI and its subsidiary hold Xceldiam's interests in the\nLuangue diamond exploration project ('Luangue'), which borders Petra's Alto\nCuilo project ('Alto Cuilo') in north-eastern Angola.\n\n\n\nHighlights\n\n\n • The Transaction, which is conditional on the approval of Xceldiam\n shareholders at an extraordinary general meeting ('EGM') scheduled to be\n held on 19 March 2007, is an all share transaction and Petra will issue\n 19,674,584 shares ('the Consideration Shares'), representing 13.1% of\n Petra's current issued share capital, to Xceldiam in consideration for the\n sale of the entire issued share capital of Frannor BVI to Petra. It is\n proposed that, subject to the approval of Xceldiam shareholders, the\n Consideration Shares will in turn be distributed to shareholders of Xceldiam\n (excluding Petra), by way of an interim dividend ('the Interim Dividend').\n Xceldiam shareholders will therefore maintain an interest in Luangue, as\n well as having an interest in Petra's other operations.\n\n • Based on the number of Consideration Shares, each Xceldiam shareholder\n (other than Petra which holds 1,555,555 Xceldiam shares that it subscribed\n for when Xceldiam was admitted to AIM in November 2005) is expected,\n assuming none of Xceldiam's quoted warrants ('the Warrants') or warrants\n held by WH Ireland (that were issued to WH Ireland at the time of Xceldiam's\n admission to AIM) ('the WHI Warrants') are exercised before the record date,\n to receive (subject to rounding) 368.65 Petra shares for every 1,000\n Xceldiam shares held. Petra has waived its right to receive any Petra shares\n by way of the Interim Dividend. Certain of Xceldiam's shareholders will be\n subject to a twelve month orderly mark...