Rockwell Responds to Pala's Meeting
Rockwell Diamond's Executive Directors Comment on the Special Shareholders Meeting and Plans
VANCOUVER, May 20, 2009 /PRNewswire-FirstCall via COMTEX News Network/ --
RockwellDiamonds ("Rockwell" or the "Company") (TSX: RDI; JSE: RDI; OTCBB:RDIAF) Executive Directors comment on the special shareholders meetingand plans.
Introduction
On April 29, 2009, PalaInvestments Holdings Limited ("Pala"), which holds 19.9% of Rockwell'sissued share capital, announced in Toronto that it had requisitioned ameeting of Rockwell shareholders to be held on June 17, 2009 to vote onthe appointment of three proposed new directors and to terminate theshareholders rights plan.
Response by the Executive Directors of Rockwell
Threedirectors of Rockwell, namely John Bristow, CEO, David CopelandChairman, and Mark Bristow, Director (herein the "Executive Directors")issued this press release today in their own names and not on behalf ofany other Rockwell director. The Executive Directors are responding tothe special shareholders meeting requisitioned by Pala.
Firstly,the Executive Directors consider the calling of the Special Meeting byPala to be completely unnecessary as Rockwell's counsel had alreadyadvised Pala that the Annual General Meeting of Rockwell shareholderswould be held in July 2009, within the four month period for therequisitioned special meeting. Shareholders and management will nowsuffer the costs and distraction of two shareholders meetings in quicksuccession.
"On behalf of the three Executive Directors I wantto set the record straight," said David Copeland, Chairman. "We seePala's proposal to terminate Rockwell's shareholders rights plan and toremove the Executive Directors as yet another attempt to control theCompany - this time, as a kind of cashless takeover. The informationcircular prepared by the Executive Directors on behalf of Rockwell thatwill be mailed to shareholders in due course will offer a competingfinancial plan and going-forward vision that will protect the interestsof all our shareholders."
Since September 2008, Rockwell'smanagement has been subjected to ongoing attacks by Pala - a minorityshareholder, placing considerable strain on the Company's financialresources and management time. In spite of this, the Company hasproactively addressed the challenges of the global economic crisis,which have adversely impacted on diamond prices. The management teamhas steadily improved and enhanced operational activities,productivities have increased and operational costs have continued todecrease. Prices for diamonds are also showing some signs ofimprovement and the Executive Directors believe the worst is behind us.
In spite of the additional challenges presented by Pala'snegative actions, the executive team has, through its networks andmanagement skills, been able to attract and retain skilled technicaland operations management with key engineering expertise, and we arealso actively seeking out additional senior level executives for theroles of Chief Operating Office and, in due course, a successor ChiefExecutive Officer to strengthen the executive and operations team. TheCompany is now well positioned for long term competitive growth, and tobenefit from improved diamond prices as world economies emerge fromrecession.
Mr. Copeland added, "It seems clear to us that Palaintends to terminate our existing shareholder rights plan so they cancement their control over Rockwell through a rights offering or otherfinancing that they will dominate. This is clearly a continuation ofthe failed takeover attempt they launched last year, only this timethey are seeking to control the Company without offering to payshareholders any control premium at all. Shareholders will see in ourcircular that we have a competing plan that will not just hand overcontrol to anybody."
The Executive Directors are committed toproviding our shareholders with regular updates on all developments ofyour Company in advance of the Special Meeting, in addition to themandated information circular.
The Executive Directors areestablishing a purpose-specific web site where additional informationis made available to shareholders relating to the issues concerning theSpecial Meeting. This site will be updated regularly and kept currentleading up to the Special Meeting on June 17, 2009. (!!!!!!!!!!!!!!!!!!)
ý In der News auf Englisch steht schon drin, dass sie jetzt wollen.
FAKTEN:
1.Es gibt ein Übernahmepreis von 0,36 AUD. Das ist ein Aufschlag von über 500% vom aktl. Aktienkurs 0,065 CAD aus betrachtet !!!
2.Das Unternehmen ROCKWELL DIAMONDS will eigentlich zum oben genannten Preis von 0,36 CAD nicht verkaufen, denn es wird auf einen höheren Preis spekuliert.
3. An der Börse in Toronto wird seit Tagen fleißig gesammelt (anziehendes Handelsvolumen). Der Russe hat alleine im Mai 4,5 Millionen shares gekauft.
4. Das Unternehmen erwirtschaftet ein Gewinn und hat eine gute cash-Position (ca. 5 Mio. CAD)
5. Die Produktion soll ab 2010 verdoppelt werden
sekko1982
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