December 20, 2017

Cancellation of existing Share Options Grant of new Share Options PDMR dealings

NOT FOR DISTRIBUTION IN THE UNITED STATES OR FOR DISSEMINATION TO US NEWS WIRE SERVICES.

20 December 2017

AIM: STEL

Stellar Diamonds plc

(“Stellar” or the “Company”)

Cancellation of existing Share Options

Grant of new Share Options

PDMR dealings

Stellar, the London Listed (AIM: STEL) diamond mining and exploration company focused on Sierra Leone, announces the cancellation of all 1,013,000 existing options over ordinary shares (“Existing Options”) and the intended grant of new share options over 5,250,000 ordinary shares of £0.01 each (“Ordinary Shares”) in aggregate to certain Directors and employees of the Company or its subsidiaries (“New Options”). The New Options have an exercise price of 3.25 pence per Ordinary Share. Further terms of the New Options are described below.

Cancellation of Existing Options

The Directors and certain employees were awarded options during the period 2012 to 2014 whose exercise price (following the Company’s share reorganisation in 2015) is 62.5p, 75p and 150p. The Board considers that these Existing Options provide no realistic incentive and, accordingly, it has been agreed to cancel these options.

New Options

The New Options are exercisable for a period of 5 years from the date of grant. One third of the New Options will vest immediately, one third in six months and one third in twelve months. The exercise price represents a premium of 30% to the closing share price of 2.50p per share on 19 December 2017.

The New Options will be subject to the terms of the Company’s unapproved share option scheme.

The allocation of the New Options is detailed in the following table:

Directors Position New Options granted Exercise price

(£)

Total number of share options held
Karl Smithson Chief Executive Officer 1,850,000 0.0325 1,850,000
Steven Poulton Non-Executive Director 750,000 0.0325 750,000
Hansjoerg Plaggemars Non-Executive Director 750,000 0.0325 750,000
Rowan Carr Chief Operating Officer 1,250,000 0.0325 1,250,000
Other Employees   650,000 0.0325 650,000
    5,250,000   5,250,000

Following the cancellation of the Existing Options and grant of the New Options, the total number of Ordinary Shares under option is 5,250,000 representing 8.47% of the Company’s share capital of 62,007,748 ordinary shares.

The grant of the New Options to Karl Smithson, Steven Poulton, Hansjoerg Plaggemars and Rowan Carr as outlined above, are related party transactions for the purposes of Rule 13 of the AIM Rules for Companies. The independent director of the Company, Peter Daresbury, considers, having consulted with the Company’s nominated adviser, Cairn Financial Advisers LLP, that the terms of grant of the New Options, as outlined above, are fair and reasonable insofar as Shareholders are concerned.

For further information contact the following or visit the Company’s website at www.stellar-diamonds.com.

Karl Smithson, CEO Stellar Diamonds plc Tel: +44 (0) 20 7010 7686
Emma Earl

Sandy Jamieson

Cairn Financial Advisers (Nominated Adviser) Tel: +44 (0) 20 7213 0880
Jon Bellis Beaufort Securities Limited (Joint Broker) Tel: +44 (0) 20 7382 8300
Martin Lampshire Peterhouse Corporate Finance (Joint Broker) Tel: +44 (0) 20 7469 0930
Tim Blythe

Nick Elwes

Blytheweigh

(Financial PR)

Tel: +44 (0) 20 7138 3204

About Stellar Diamonds plc

Stellar is an AIM listed (AIM: STEL) diamond development company focused on the 4.5 million carat high-grade and high value Tongo-Tonguma kimberlite diamond project in the world famous diamond fields of eastern Sierra Leone. An independently generated mine plan, based on over 66,000m of drilling that has been completed to date, envisages the production of over 4 million carats, generating gross revenues of more than US$1.2 billion, over a 21 year life of mine. Initial production at Tongo-Tonguma is scheduled to occur in the first year of development, building up to over 200,000 carats per annum, with a weighted average modelled diamond value of $229 per carat. The Tongo-Tonguma mine is estimated to give Stellar an attributable a Post-tax NPV(8) of US$109 million and IRR of 31%.

This announcement contains inside information for the purposes of Article 7 of EU Regulation 596/2014.

The notifications set out below are provided in accordance with the requirements of the EU Market Abuse Regulation.

Notification of a Transaction pursuant to Article 19(1) of Regulation (EU) No. 596/2014
1 Details of the person discharging managerial responsibilities/person closely associated
a. Name Nicholas Karl Smithson
2 Reason for notification  
a. Position/Status Director
b. Initial notification/

Amendment

Initial notification
3 Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a. Name Stellar Diamonds Plc
b. LEI 213800BFLH23MYBBNC62
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

Identification Code

Ordinary Shares of 1 pence each

 

GB00BYZ5QT80

b. Nature of the transaction Grant of options over new Ordinary Shares
c. Price(s) and volume(s)          
  Price(s) per share Volume(s)  
3.25 pence 1,850,000  
 
d. Aggregated information

– Aggregated Volume

– Price

Options over 1,850,000 ordinary shares with an exercise price of 3.25pence each
e. Date of the transaction 19 December 2017
f. Place of the transaction London AIM
Notification of a Transaction pursuant to Article 19(1) of Regulation (EU) No. 596/2014
1 Details of the person discharging managerial responsibilities/person closely associated
a. Name Hansjoerg Plaggemars
2 Reason for notification  
a. Position/Status Director
b. Initial notification/

Amendment

Initial notification
3 Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a. Name Stellar Diamonds Plc
b. LEI 213800BFLH23MYBBNC62
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

Identification Code

Ordinary Shares of 1 pence each

 

GB00BYZ5QT80

b. Nature of the transaction Grant of options over new Ordinary Shares
c. Price(s) and volume(s)          
  Price(s) per share Volume(s)  
3.25 pence 750,000  
 
d. Aggregated information

– Aggregated Volume

– Price

Options over 750,000 ordinary shares with an exercise price of 3.25pence each
e. Date of the transaction 19 December 2017
f. Place of the transaction London AIM
Notification of a Transaction pursuant to Article 19(1) of Regulation (EU) No. 596/2014
1 Details of the person discharging managerial responsibilities/person closely associated
a. Name Steven Poulton
2 Reason for notification  
a. Position/Status Director
b. Initial notification/

Amendment

Initial notification
3 Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a. Name Stellar Diamonds Plc
b. LEI 213800BFLH23MYBBNC62
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

Identification Code

Ordinary Shares of 1 pence each

 

GB00BYZ5QT80

b. Nature of the transaction Grant of options over new Ordinary Shares
c. Price(s) and volume(s)          
  Price(s) per share Volume(s)  
3.25 pence 750,000  
 
d. Aggregated information

– Aggregated Volume

– Price

Options over 750,000 ordinary shares with an exercise price of 3.25pence each
e. Date of the transaction 19 December 2017
f. Place of the transaction London AIM
Notification of a Transaction pursuant to Article 19(1) of Regulation (EU) No. 596/2014
1 Details of the person discharging managerial responsibilities/person closely associated
a. Name Rowan Carr
2 Reason for notification  
a. Position/Status Senior Manager
b. Initial notification/

Amendment

Initial notification
3 Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a. Name Stellar Diamonds Plc
b. LEI 213800BFLH23MYBBNC62
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

Identification Code

Ordinary Shares of 1 pence each

 

GB00BYZ5QT80

b. Nature of the transaction Grant of options over new Ordinary Shares
c. Price(s) and volume(s)          
  Price(s) per share Volume(s)  
3.25 pence 1,250,000  
 
d. Aggregated information

– Aggregated Volume

– Price

Options over 1,250,000 ordinary shares with an exercise price of 3.25pence each
e. Date of the transaction 19 December 2017
f. Place of the transaction London AIM

** ENDS **