In line with executing its winding down strategy, JSE-listed Rockwell Diamonds has entered into an acquisition and amalgamation agreement with a British Columbia-incorporated company wholly-owned by Mark Bristow, called Bristco.

It is intended that the transaction will be effected by way of an amalgamation of Rockwell and Bristco.

All of the issued and outstanding common shares of Rockwell, other than the 2.41% stake held by Bristow as a shareholder, and any dissenting shareholders, will be exchanged, on a one-for-one basis, for redeemable preferred shares of the amalgamated company (Amalco).

The redeemable preferred shares will then be immediately redeemed by Amalco in exchange for C$0.005 apiece, payable in cash.

Following completion of the amalgamation, Bristow, who is also president and CEO of Barrick Gold Corporation, will beneficially own and control 100% of the issued and outstanding common shares of Amalco.

Rockwell has advised that a special meeting of shareholders will be held on March 2 to approve the transaction, following which the transaction can close shortly after.

The board of Rockwell, as well as auditor firm KPMG, acting as independent valuator, has determined that the transaction is fair and recommends its approval.

Rockwell operated and developed alluvial diamond deposits in South Africa through various subsidiaries before business rescue practitioners (BRPs) filed a motion to place three subsidiaries in liquidation in November 2016.

The embattled company’s shares were delisted from the TSX at the end of August 2017.

A liquidation hearing continued to be suspended pending potential rescue transaction offers over the years, including from Ascot Diamonds.

In January 2018, Rockwell reported that a formal liquidation application for subsidiaries Rockwell Resources, HC van Wyk Diamonds and Saxendrift Mine had been postponed to March 2018, to give Ascot enough time to negotiate a deal with the provisional liquidators Honey Attorneys of Bloemfontein.

At the time, the diamond company had said the process had been complicated by “hasty BRPs” moving the liquidation process forward despite having a more valuable offer for the distressed assets in hand.

Rockwell had in recent years claimed that the difficulties it was facing were as a result of significant irregularities in the conduct of a major contractor and one senior employee, who were terminated in 2016.