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May 20, 2009 06:39AM
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May 20, 2009 Rockwell Diamond's Executive Directors Comment on the Special Shareholders Meeting And Finances |
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May 20, 2009, Vancouver, B.C. -- Rockwell Diamonds' ("Rockwell" or the "Company") (TSX: RDI; JSE: RDI; OTCBB: RDIAF) Executive Directors comment on the special shareholders meeting and plans.
Introduction On April 29, 2009, Pala Investments Holdings Limited ("Pala"), which holds 19.9% of Rockwell's issued share capital, announced in Toronto that it had requisitioned a meeting of Rockwell shareholders to be held on June 17, 2009 to vote on the appointment of three proposed new directors and to terminate the shareholders rights plan. Response by the Executive Directors of Rockwell Three directors of Rockwell, namely John Bristow, CEO, David Copeland Chairman, and Mark Bristow, Director (herein the "Executive Directors") issued this press release today in their own names and not on behalf of any other Rockwell director. The Executive Directors are responding to the special shareholders meeting requisitioned by Pala. Firstly, the Executive Directors consider the calling of the Special Meeting by Pala to be completely unnecessary as Rockwell's counsel had already advised Pala that the Annual General Meeting of Rockwell shareholders would be held in July 2009, within the four month period for the requisitioned special meeting. Shareholders and management will now suffer the costs and distraction of two shareholders meetings in quick succession. "On behalf of the three Executive Directors I want to set the record straight," said David Copeland, Chairman. "We see Pala's proposal to terminate Rockwell's shareholders rights plan and to remove the Executive Directors as yet another attempt to control the Company - this time, as a kind of cashless takeover. The information circular prepared by the Executive Directors on behalf of Rockwell that will be mailed to shareholders in due course will offer a competing financial plan and going-forward vision that will protect the interests of all our shareholders." Since September 2008, Rockwell's management has been subjected to ongoing attacks by Pala -- a minority shareholder, placing considerable strain on the Company's financial resources and management time. In spite of this, the Company has proactively addressed the challenges of the global economic crisis, which have adversely impacted on diamond prices. The management team has steadily improved and enhanced operational activities, productivities have increased and operational costs have continued to decrease. Prices for diamonds are also showing some signs of improvement and the Executive Directors believe the worst is behind us. In spite of the additional challenges presented by Pala's negative actions, the executive team has, through its networks and management skills, been able to attract and retain skilled technical and operations management with key engineering expertise, and we are also actively seeking out additional senior level executives for the roles of Chief Operating Office and, in due course, a successor Chief Executive Officer to strengthen the executive and operations team. The Company is now well positioned for long term competitive growth, and to benefit from improved diamond prices as world economies emerge from recession. Mr. Copeland added, "It seems clear to us that Pala intends to terminate our existing shareholder rights plan so they can cement their control over Rockwell through a rights offering or other financing that they will dominate. This is clearly a continuation of the failed takeover attempt they launched last year, only this time they are seeking to control the Company without offering to pay shareholders any control premium at all. Shareholders will see in our circular that we have a competing plan that will not just hand over control to anybody." The Executive Directors are committed to providing our shareholders with regular updates on all developments of your Company in advance of the Special Meeting, in addition to the mandated information circular. The Executive Directors are establishing a purpose-specific web site where additional information is made available to shareholders relating to the issues concerning the Special Meeting. This site will be updated regularly and kept current leading up to the Special Meeting on June 17, 2009. The Laurel Hill Advisory Group has been engaged by the Executive Directors to assist with shareholder communications and proxy solicitation for the Special Meeting. Questions and Inquiries can be directed to Laurel Hill by email at rockwellinfo@laurelhillag.com or by phone at:
The Information in this Press |