TIDMBRD
RNS Number : 6106H
BlueRock Diamonds PLC
28 July 2023
BlueRock Diamonds PLC - In Administration / AIM: BRD / Sector:
Natural Resources
28 July 2023
BlueRock Diamonds PLC - In Administration ('BlueRock' or the
'Company')
Proposal to Creditors
Stepping down of nominated adviser
BlueRock announces that Allister Manson and Trevor John Binyon,
the Joint Administrators of Bluerock Diamonds Plc , have published
proposals (the "Proposals") to creditors and members as required by
Rule 3.55(10) of the Insolvency (England and Wales) Rules 2016. The
Proposals have been made available to creditors via the Opus
Restructuring online creditor portal and have been filed at
Companies House. Material information for shareholders has been
highlighted below.
The Joint Administrators were originally pursuing the first
statutory objective of rescuing the Company as a going concern via
a Company's Voluntary Arrangement ("CVA"). However, following
significant correspondence with the proposed purchaser of the
Company's shares in Kareevlei Mining Pty Ltd, the CVA process is
now not being pursued. Therefore, the Administrators will now be
pursuing the alternative objective of making a distribution to the
preferential creditors, with a subsequent exit route of
dissolution.
Events since the Joint Administrators' appointment
Immediately upon appointment, the Joint Administrators undertook
a review of the Company's affairs with particular regard to its
financial and resource requirements. This assessment was carried
out in liaison with the remaining management of the Company.
The Joint Administrators propose to sell the Company's assets to
a party connected with the Company. The Joint Administrators are
yet to complete the marketing process for these assets and
therefore, no formal offers have been received to date. However,
interest has been received from a connected party for the purchase
of the subsidiary shares held that will need to be discussed in
line with any other offers that might be received.
In accordance with the requirements of Statement of Insolvency
Practice (England & Wales) 13, details of the sales of assets
to parties connected with the Company since the Joint
Administrators' appointment will be detailed in the next available
report to creditors following the completion of the sale.
The Joint Administrators will shortly instruct an independent
valuation and asset agent, who will have professional independent
agents with adequate professional indemnity insurance, and will
dispose of the Company's assets using the most advantageous method
available. Further detail and information will be provided in the
next available report following any completed sales.
Other steps taken as regards assets
The Joint Administrators made immediate contact with the
Company's bankers in order to freeze the Company's bank accounts
and to request the transfer of any credit balances to the Joint
Administrators' control.
Prior to the appointment, the Company transferred GBP33,000 to
the Opus Restructuring Client Account to protect the funds and to
have funds on account at the date of appointment. These funds have
now been transferred into the Administration estate bank
account.
Summary of the Joint Administrators' Proposals
In order to achieve the purpose of the Administration, the Joint
Administrators formally proposed to creditors that:
-- The Joint Administrators continue to manage the business,
affairs and property of the Company in order to achieve the purpose
of the Administration;
-- The Joint Administrators make distributions to any secured or
preferential creditors in accordance with Paragraph 65 of Schedule
B1 of the Act. Further, they may make a distribution to unsecured
creditors, having first sought the court's permission in accordance
with Paragraph 65(3) of Schedule B1 of the Act where necessary;
-- The Joint Administrators end the Administration in one of the
following ways, appropriate to the circumstances of the case at the
time:
o in the event that the Joint Administrators think that the
purpose of the Administration has been sufficiently achieved and
that control of the Company should be returned to the Company
directors, they shall exit the Administration by a CVA process, and
at the end of the CVA period hand the Company back to the
directors.
o However, in the event that the Joint Administrators think that
a distribution will be made to unsecured creditors (and they have
not sought the court's permission, and are otherwise unable, to pay
the distribution whilst the Company is in Administration), they
shall send to the registrar of companies notice to move the Company
from Administration to Creditors' Voluntary Liquidation. In such
circumstances, Allister Manson and Trevor John Binyon will be
appointed Joint Liquidators and will be authorised to act either
jointly or separately in undertaking their duties as Liquidator .
Creditors may nominate a different person or persons as the
proposed liquidator or liquidators in accordance with Paragraph
83(7)(a) of Schedule B1 of the Act and Rule 3.60(6)(b) of the
Rules, but they must make the nomination or nominations at any time
after they receive the Statement of Proposals, but before it is
approved.; or
o however, in the event that there is no remaining property that
might permit a distribution to the Company's creditors, they shall
file a notice of dissolution of the Company pursuant to Paragraph
84 of Schedule B1 of the Act; or
o alternatively, and should there be no likely funds to
distribute to unsecured creditors, the Joint Administrators may
seek to place the Company into Compulsory Liquidation in order to
bring proceedings that only a Liquidator may commence for the
benefit of the estate. In such circumstances, Allister Manson and
Trevor John Binyon may ask the court that they be appointed Joint
Liquidators, to act either jointly or separately in undertaking
their duties as Liquidator.
As detailed above, the CVA exit route is now not being proposed,
and therefore it is proposed that the Company will exit
Administration via dissolution.
Creditors are invited to vote on the decisions listed in the
Proposals by correspondence in the form set out in the notice of
decision procedure as contained in the Proposals.
Any estimated outcomes for creditors are illustrative only and
cannot be relied upon as guidance as to the actual outcomes for
creditors.
Nominated adviser to the Company
In light of the above, the Joint Administrators of the Company
have notified SP Angel Corporate Finance LLP ('SP Angel') that they
no longer wish to retain a nominated adviser to the Company. SP
Angel has therefore stepped down as nominated adviser with
immediate effect.
As previously announced, trading in the Company's shares on AIM
was suspended on 24 February 2023 and in accordance with Rule 41 of
the AIM Rules, the admission of the Company's shares to trading on
AIM will be cancelled where these have been suspended from trading
for six months. In addition, pursuant to Rule 1 of the AIM Rules,
if a replacement nominated adviser is not appointed within one
month of today's date (and subject to the admission of the
Company's shares to trading on AIM having not previously been
cancelled) the admission of the Company's shares to trading on AIM
will then be cancelled.
Trading in the Company's shares on AIM will remain suspended and
further announcements will be made in due course as
appropriate.
As previously announced, the Company was placed into
Administration on 5 June 2023, and Allister Manson and Trevor
Binyon of Opus Restructuring LLP were appointed the Joint
Administrators.
The information contained within this announcement is deemed by
the Company to constitute inside information as stipulated under
the Market Abuse Regulations (EU) No. 596/2014 as it forms part of
UK domestic law by virtue of the European Union (Withdrawal) Act
2018 ('MAR'). Upon the publication of this announcement via
Regulatory Information Service ('RIS'), this inside information is
now considered to be in the public domain.
**ENDS**
For further information, please contact:
BlueRock Diamonds PLC (in Administration) bradley.parrott@opusllp.com
Allister Manson & Trevor Binyon ben.ekbery@opusllp.com
(Joint Administrators) Tel: +44 (0)20 3326 6454
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END
MSCBXGDRGDDDGXI
(END) Dow Jones Newswires
July 28, 2023 09:21 ET (13:21 GMT)
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