November 19, 2015


19 November 2015


Stellar Diamonds plc

(“Stellar” of the “Company”)




Stellar Diamonds plc, the London listed (AIM: STEL) diamond development company focused on West Africa, announces that at the General Meeting (the “GM”) held earlier today, all resolutions were duly passed.

The resolutions passed included those relating to a consolidation and sub-division of the Company’s share capital (the “Capital Reorganisation”), details of which were set out in the circular sent to shareholders on 2 November 2015, which is available on the Company’s website at (“Circular”). A summary of the Capital Reorganisation was also announced by the Company on 2 November 2015 (“Prior Announcement”).

Unless otherwise stated, capitalised terms used in this announcement are as defined in the Prior Announcement and the Circular.

Following the passing of the resolutions required to effect the Capital Reorganisation at the GM today, every 50 existing ordinary shares of 1 pence each (“Existing Ordinary Shares”) will be consolidated into 1 consolidated ordinary share of 50 pence each (“Consolidated Share”). Immediately afterwards, each of the Consolidated Shares will be sub-divided into 1 new ordinary share of 1 pence each (“New Ordinary Share”) and 1 new deferred share of 49 pence each (‘New Deferred Shares’).

Pursuant to the Capital Reorganisation, the existing issued share capital of 811,929,724 Existing Ordinary Shares will, conditional on Admission (as defined below), be reorganised into 16,238,595 New Ordinary Shares.

In addition to the Capital Reorganisation, resolutions were passed at the GM to allow the issue of 7,594,692 New Ordinary Shares (“Subscription Shares”) pursuant to the subscription to raise approximately £0.497 million which was announced on 2 November 2015 (“Subscription”). Completion of the Subscription is now conditional only on Admission (as defined below) of the Subscription Shares, which is expected to occur on 20 November 2015.

For the Capital Reorganisation to take effect and the Subscription Shares to be issued, application has been made for, in aggregate, 23,833,287 New Ordinary Shares to be admitted to trading on AIM which is expected to occur at 8.00a.m. on 20 November 2015 (“Admission”). This application consists of 16,238,595 New Ordinary Shares created pursuant to the Capital Reorganisation (in relation to the existing share capital of the Company) and the 7,594,692 Subscription Shares.

Following the Capital Reorganisation, the Company’s ISIN will change to GB00BYZ5QT80 and its SEDOL will change to BYZ5QT8 with effect from 20 November 2015. Shareholders who hold Existing Ordinary Shares in uncertificated form will have their CREST accounts credited with the New Ordinary Shares following Admission on 20 November 2015. Following the Capital Reorganisation, existing share certificates will cease to be valid and new share certificates will be despatched to those shareholders who hold their Existing Ordinary Shares in certificated form, which is expected to occur by the end of November 2015. No share certificates will be issued in respect of the New Deferred Shares.

Substantial Shareholder and issue of secured convertible loan notes and warrants

Following Admission and as announced on 2 November 2015, Deutsche Balaton AG will be interested in 29.0 percent of the issued share capital of the Company, being 6,912,692 New Ordinary Shares issued pursuant to the Subscription.

Additionally, further to resolutions passed at the GM, including inter alia, in relation to the waiver of Rule 9 of the Takeover Code in connection with the issue of the New CLNs and New Warrants to Deutsche Balaton, the New CLNs and New Warrants will be issued to Deutsche Balaton following receipt of the proceeds of the New CLN of US$1.65 million, less the amount of the Initial CLN of US$0.33 million (“Net Proceeds”).

Pursuant to the terms of the Waiver, PLC Conversion of the New CLNs and PLC Exercise of the New Warrants granted to Deutsche Balaton will allow Deutsche Balaton to be interested in up to 37.5 per cent. of the issued share capital of the Company.

Repayment of Yorkville Facility, Directors Loan and Unsecured Bridge Loan

Pursuant to the terms of the New CLNs and the passing of the resolutions necessary to permit the issue of the New CLNs, the Company confirms that the outstanding balance of the Yorkville loan facility of US$225,000 will be repaid shortly following receipt of the Net Proceeds. The Net Proceeds will also be used to repay the outstanding balance of the director’s loan provided by Peter Daresbury, Stellar’s Non- Executive Chairman, of approximately US$45,000 (as announced on 14 August 2015) and the unsecured bridge loan of US$150,000 as announced on 12 November 2015 (together with any associated interest in connection with these loans).

Total voting rights

Following Admission, the Company’s issued ordinary share capital will comprise 23,833,287 ordinary shares of 1 pence each with voting rights. The Company does not hold any shares in treasury. This figure of 23,833,287 ordinary shares may be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change in their interest in, the share capital of the Company under the FCA’s Disclosure and Transparency Rules.


For further information contact the following or visit the Company’s website at

Karl Smithson, CEO

Philip Knowles, CFO

Stellar Diamonds plc

Stellar Diamonds plc

Tel: +44 (0) 20 7010 7686

Tel: +44 (0) 20 7010 7686

Martin Lampshire

Emma Earl

Jo Turner

Daniel Stewart & Company plc (Broker)

Cairn Financial Advisers (Nomad)

Tel: +44 (0) 20 7776 6550

Tel: +44 (0) 20 7148 7900

Lottie Brocklehurst St Brides Partners Ltd Tel: +44 (0) 20 7236 1177
Charlotte Heap (Financial PR) Tel: +44 (0) 20 7236 1177

About Stellar Diamonds plc

Stellar is an AIM quoted (AIM: STEL) West African focused diamond development company which is continuing trial mine evaluation of its Baoulé kimberlite in Guinea, and is progressing the 1.45 million carat Tongo Dyke-1 resource through the mining licence application process. In addition, Stellar holds the 3 million carat Droujba project in Guinea and continues to pursue channels to ensure the proper reinstatement of its Kono licences in Sierra Leone.