In return, Afgem will issue Rex 50 million shares at a deemed price of 0.5 rand apiece. Rex will also retain a 4% gross revenue royalty on rough diamond sales from the Loxton-, Rex Diamond- and Bellsbank-run mines from 2006 through 2021. The royalty’s estimated net present value comes to 32.5 million rand. Rex will continue to market diamonds produced from the mines.
Afgem has also committed to finance an optimization program at each of the mines, and will provide an interest-free, 5-million rand loan to a subsidiary of Rex. The loan includes 2.5 million rand paid as part of the cash consideration for the acquisitions. Afgem will assume the operating liabilities of the acquired companies.
The transaction is subject to the approval of both companies’ shareholders and regulators. Rex’s board and controlling shareholder have irrevocably agreed to vote in favour of the deal; shareholders holding around 25% of Afgem have returned the favour. Rex will put the plan to a shareholder vote on Sept. 27.
Afgem has 143.8 million shares in issue.
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