Firestone Diamonds plc
(“Firestone” or the “Company”)
Issue of shares
Firestone Diamonds plc announces that, in accordance with the terms of the US$30.0 million Series A Eurobond debt facility (“Series A Eurobonds”), and subsequent to the passing of necessary resolutions at a General Meeting that was held on 15 October 2019 (“the General Meeting”), it has opted to issue, in aggregate, 49,184,734 new ordinary shares of 1 pence each (“Ordinary Shares”) in respect of the quarterly interest due on the Series A Eurobonds, for the quarter ended 31 March 2020.
In terms of the resolutions, the Company is permitted to issue shares in respect of the interest due on the Series A Eurobonds to Pacific Road Resources Fund II L.P. and Pacific Road Resources Fund II (together “Pacific Road”) and Resource Capital Fund VI L.P. (“RCF”) for the 12 month period commencing from 1 July 2019 and ending on 30 June 2020 on a non-pre-emptive basis. As at 31 March 2020, Series A Eurobonds amounting to US$30.0 million had been issued.
Accordingly, the Company will issue, in aggregate, 24,592,367 new Ordinary Shares to Pacific Road and 24,592,367 new Ordinary Shares to RCF in respect of the interest due on the Series A Eurobonds, for the quarter ended 31 March 2020.
Following the issue of the new Ordinary Shares, the Company will have 741,083,458 Ordinary Shares in issue, and Pacific Road and RCF will be interested in 249,231,903 and 249,827,215 Ordinary Shares respectively, representing approximately 33.63% and 33.71% respectively of the Company’s issued share capital. The Takeover Panel has agreed to waive the obligation on Pacific Road and RCF to make a mandatory offer to all Shareholders under Rule 9 of the Takeover Code which would otherwise be triggered as a result of the increase in the voting rights in the Company of each Pacific Road and RCF above 30 per cent, following the approval of the Independent Shareholders being granted at the General Meeting.