Offer Update

 

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RNS Number : 0213R 
Kopane Diamond Developments PLC 
13 August 2010 
 
FOR IMMEDIATE RELEASE 
 
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, OR INTO THE 
UNITED STATES OR ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF 
THE RELEVANT LAWS OF ANY SUCH JURISDICTION 
 
                                                                  13 August 2010 
                        Kopane Diamond Developments Plc 
 
                    Offer Update: Posting of Scheme Document 
 
Further to the announcement, on 21 July 2010 (the "Press Announcement"), of a 
recommended all share offer for the entire issued and to be issued share capital 
of Kopane Diamond Developments Plc by Firestone Diamonds Plc, to be effected by 
means of a scheme of arrangement under Part 26 of the Companies Act 2006, the 
directors of each of Firestone and Kopane are pleased to announce that the 
Scheme Document relating to the Offer is today being posted to Kopane 
Shareholders and, for information only, to participants in the Kopane Share 
Option Scheme, together with a copy of the Firestone Circular relating to the 
New Firestone Shares to be issued in connection with the Offer. In addition the 
Firestone Circular is today being sent to Firestone Shareholders. 
 
The Scheme Document contains, among other things, further information regarding 
the Offer and the Scheme pursuant to which Firestone will become the owner of 
the entire issued and to be issued ordinary share capital of Kopane.  The Scheme 
Document also sets out the procedures to be followed in connection with the 
implementation of the Scheme, an anticipated timetable of principal events and 
details of the actions to be taken by Kopane Shareholders, and contains notices 
of the Court Meeting and General Meeting of Kopane Shareholders that are being 
convened in connection with the Scheme and which will be held on 6 September 
2010. 
 
The Offer is conditional, among other things, on the approval of Firestone 
Shareholders at the Firestone General Meeting, which has been convened for 3 
September 2010. An expected timetable of principal events in relation to the 
Scheme is set out below: 
 
+---------------------------------+---------------------------------+ 
| Posting of the Scheme Document  |                  13 August 2010 | 
+---------------------------------+---------------------------------+ 
| Posting of Firestone Circular   |                  13 August 2010 | 
+---------------------------------+---------------------------------+ 
| Firestone General Meeting       |                3 September 2010 | 
+---------------------------------+---------------------------------+ 
| Court Meeting                   |                6 September 2010 | 
+---------------------------------+---------------------------------+ 
| Kopane General Meeting          |                6 September 2010 | 
+---------------------------------+---------------------------------+ 
| Court hearing to sanction the   |               27 September 2010 | 
| Scheme                          |                                 | 
+---------------------------------+---------------------------------+ 
| Reduction Record Time           |  6.00 p.m. on 28 September 2010 | 
+---------------------------------+---------------------------------+ 
| Court hearing to sanction the   |               29 September 2010 | 
| Reduction of Capital            |                                 | 
+---------------------------------+---------------------------------+ 
| Scheme Record Time              |  6.00 p.m. on 29 September 2010 | 
+---------------------------------+---------------------------------+ 
| Effective Date of the Scheme    |               30 September 2010 | 
+---------------------------------+---------------------------------+ 
| Cancellation of trading in      |  7.00 a.m. on 30 September 2010 | 
| Kopane Shares on AIM            |                                 | 
+---------------------------------+---------------------------------+ 
| Cancellation of trading in      |  7.00 a.m. on 30 September 2010 | 
| Existing Firestone Shares on    |                                 | 
| AIM                             |                                 | 
+---------------------------------+---------------------------------+ 
| Admission and recommencement of |  8.00 a.m. on 30 September 2010 | 
| dealings on AIM on Existing     |                                 | 
| Firestone Shares and            |                                 | 
| commencement of dealings on AIM |                                 | 
| in New Firestone Shares and     |                                 | 
| crediting of New Firestone      |                                 | 
| Shares to CREST accounts        |                                 | 
+---------------------------------+---------------------------------+ 
| Latest date for despatch of     |                 14 October 2010 | 
| share certificates in respect   |                                 | 
| of New Firestone Shares         |                                 | 
+---------------------------------+---------------------------------+ 
 
Cancellation of trading in Kopane Shares on AIM 
 
Prior to the Scheme becoming effective, Kopane will make an application to the 
London Stock Exchange for the cancellation of the Kopane Shares from trading on 
AIM. Accordingly, if the Scheme is sanctioned by the Court and the other 
conditions to the Scheme (other than the conditions relating to delivery of the 
Court Orders to the Registrar of Companies) are waived or satisfied, it is 
expected that the Kopane Shares will cease to be quoted on AIM and traded on the 
London Stock Exchange's market for AIM quoted securities on or before 7.00 a.m. 
on the Effective Date and that the last day of dealings in, and for 
registrations of transfers of Kopane Shares will be 29 September 2010. 
 
Capitalised terms used in this announcement but not defined have the meanings 
given to them in the Press Announcement. 
 
The Scheme Document will also be available for inspection at the offices of 
Ashurst LLP at Broadwalk House, 5 Appold Street, London EC2A 2HA and will be 
published on Kopane's website: http://www.kopanediamonds.com/s/Home.asp. 
 
The Firestone Circular will also be available for inspection at the offices of 
Lawrence Graham LLP at 4 More London Riverside, London SE1 2AU and will be 
published on Firestone's website: http://www.firestonediamonds.com. 
 
 
Investor Contacts: Firestone 
 
Philip Kenny 
+ 44 20 8834 1028 
 
Investor Contacts: Kopane 
 
Frank Scolaro, Chairman 
James Cable, Finance Director 
[phone] 
 
Evolution Securities, financial adviser, corporate broker and Rule 3 adviser to 
Firestone 
 
Simon Edwards / Tim Redfern 
[phone] / 4312 
 
Brewin Dolphin, nominated adviser to Firestone 
 
Alexander Dewar / Neil McDonald 
[phone] 
 
finnCap, financial adviser, Rule 3 adviser and nominated adviser to Kopane 
 
Matthew Robinson / Sarah Wharry/ Ed Frisby 
+ 20 7600 1658 
 
Conduit PR, media contacts for Firestone 
 
Jos Simson / Leesa Peters 
[phone] / [phone] 
 
Threadneedle Communications,media contacts for Kopane 
 
Laurence Read / Beth Harris 
+ 44 20 7653 9850 
 
 
This Announcement is not intended to, and does not, constitute or form any part 
of an offer to sell or an invitation to purchase or subscribe for any securities 
or the solicitation of any vote for approval in any jurisdiction, nor shall 
there be any sale, issuance or transfer of the securities referred to in this 
Announcement in the United States or any jurisdiction in contravention of 
applicable law. The Offer will be made solely on the basis of the Scheme 
Document, which will contain the full terms and conditions of the Offer. The 
Scheme Document will be posted to those shareholders able to receive it in due 
course. Any response in relation to the Offer should be made only on the basis 
of the information in the Scheme Document. 
 
Kopane Shareholders receiving the formal documentation in relation to the Offer 
are advised to read it carefully, once it has been dispatched as it will contain 
important information. 
 
The availability of the Offer to Kopane Shareholders who are not resident in and 
citizens of the United Kingdom may be affected by the laws of the relevant 
jurisdictions in which they are located or of which they are citizens. Such 
persons should inform themselves of, and observe, any applicable legal or 
regulatory requirements of their jurisdictions. Further details in relation to 
overseas shareholders will be contained in the Scheme Document. 
 
To the extent that the Acquisition is effected by way of the Scheme, the New 
Firestone Shares to be issued to Kopane Shareholders under the Scheme have not 
been, and will not be, registered under the US Securities Act, or under the 
securities laws of any state, district or other jurisdiction of the United 
States, the Republic of South Africa, Singapore, Canada or Japan. 
 
If the Acquisition is carried out by way of a Takeover Offer, it will not be 
made, directly or indirectly, in or into the United States, Republic of South 
Africa, Singapore, Canada or Japan and will not be capable of acceptance from or 
within the United States, Republic of South Africa, Singapore, Canada or Japan. 
Accordingly, copies of this Announcement and all documents relating to the 
Takeover Offer will not be, and must not be, mailed or otherwise forwarded, 
distributed or sent in, into or from the United States, Republic of South 
Africa, Singapore, Canada or Japan.  If the Acquisition is carried out by way of 
a Takeover Offer, the New Firestone Shares to be issued in connection with such 
Takeover Offer have not been and will not be registered under the Securities Act 
or under the securities laws of any state, of the United States and subject to 
certain exceptions, the Takeover Offer will not be made in or into the United 
States.  There will be no public offering of the New Firestone Shares in the 
United States and the New Firestone Shares may not be offered, sold or 
delivered, directly or indirectly, in or into the United States, other than 
pursuant to an exemption from the registration requirements of the US Securities 
Act. 
 
These written materials are not an offer of securities for sale in the United 
States.  Securities may not be offered or sold in the United States absent 
registration under the US Securities Act or an exemption therefrom.  Firestone 
has not registered and does not intend to register any of the New Firestone 
Shares under the US Securities Act. 
 
To the extent that the Acquisition is effected by way of the Scheme, it is 
expected that the New Firestone Shares will be issued in reliance upon the 
exemption from the registration requirements of the US Securities Act provided 
by Section 3(a)(10) thereof.  Any offer of New Firestone Shares made by way of 
the Scheme will be made by means of the Scheme Document that may be obtained 
from Kopane which will contain detailed information about the Acquisition, 
Kopane, Firestone and their management, as well as financial and other important 
information.  Any Kopane Shareholder in the United States that is an "affiliate" 
of Firestone under applicable US securities laws either within the 90 days prior 
to the implementation of the Scheme or following implementation of the Scheme 
will be subject to certain restrictions on the sale of New Firestone Shares 
received pursuant to the Scheme. 
 
Evolution Securities and Brewin Dolphin, which are authorised and regulated in 
the United Kingdom by the Financial Services Authority, are acting exclusively 
for Firestone and no-one else in connection with the matters described in this 
document and will not be responsible to anyone other than Firestone for 
providing the protections afforded to clients of Evolution Securities or Brewin 
Dolphin or for providing advice in relation to the Acquisition or any other 
matter described in this Announcement. 
 
finnCap, which is authorised and regulated in the United Kingdom by the 
Financial Services Authority, is acting exclusively for Kopane and no-one else 
in connection with the matters described in this Announcement and will not be 
responsible to anyone other than Kopane for providing the protections afforded 
to clients of finnCap nor for providing advice in relation to the Acquisition or 
any other matter described in this Announcement. 
 
Forward-Looking Statements 
 
This Announcement contains certain forward-looking statements with respect to 
the financial condition, results of operations and business of Firestone and 
Kopane and certain plans and objectives of the Firestone Directors and the 
Kopane Directors with respect thereto. These forward-looking statements can be 
identified by the fact that they do not relate only to historical or current 
facts. Forward-looking statements often use words such as "anticipate", 
"target", "expect", "estimate", "intend", "plan", "goal", "believe", "will", 
"may", "should", "would", "could" or other words of similar meaning. These 
statements are based on assumptions and assessments made by the Firestone 
Directors and/or the Kopane Directors in light of their experience and their 
perception of historical trends, current conditions, expected future 
developments and other factors they believe appropriate. By their nature, 
forward-looking statements involve risk and uncertainty, because they relate to 
events and depend on circumstances that will occur in the future and the factors 
described in the context of such forward-looking statements in this Announcement 
could cause actual results and developments to differ materially from those 
expressed in or implied by such forward-looking statements. Although the 
Firestone Directors and/or the Kopane Directors believe that the expectations 
reflected in such forward-looking statements are reasonable, they can give no 
assurance that such expectations will prove to have been correct and assume no 
obligation to update or correct the information contained in this document and 
Firestone and Kopane therefore caution investors not to place undue reliance on 
these forward-looking statements which speak only as at the date of this 
Announcement. 
Nothing in this Announcement is intended to be a profit forecast and the 
statements in this Announcement should not be interpreted to mean that the 
earnings per Firestone Share or Kopane Share for the current or future financial 
periods will necessarily be greater than those for the relevant preceding 
financial period. 
The statements contained herein are made as at the date of this Announcement, 
unless some other time is specified in relation to them, and the issue of this 
Announcement shall not give rise to any implication that there has been no 
change in the facts set forth herein since that date. Nothing contained herein 
shall be deemed to be a forecast, projection or estimate of the future financial 
performance of Firestone or Kopane except where otherwise stated. 
Dealing disclosure requirements 
 
Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any 
class of relevant securities of an offeree company or of any paper offeror 
(being any offeror other than an offeror in respect of which it has been 
announced that its offer is, or likely to be, solely in cash) must make an 
Opening Position Disclosure following the commencement of the offer period and, 
if later, following the announcement in which any paper offeror is first 
identified. 
 
An Opening Position Disclosure must contain details of the person's interests 
and short positions in, and rights to subscribe for, any relevant securities of 
each of (i) the offeree company and (ii) any paper offeror(s).  An Opening 
Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no 
later than 3.30 p.m. (London time) on the 10th business day following the 
commencement date of the offer period and, if appropriate, by no later than 3.30 
p.m. (London time) on the 10th business day following the announcement in which 
Firestone is first identified.  Relevant persons who deal in the relevant 
securities of Kopane or Firestone prior to the deadline for making an Opening 
Position Disclosure must instead make a Dealing Disclosure. 
 
Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% 
or more of any class of relevant securities of the offeree company or of any 
paper offeror must make a Dealing Disclosure if the person deals in any relevant 
securities of the offeree company or of any paper offeror.  A Dealing Disclosure 
must contain details of the dealing concerned and of the person's interests and 
short positions in, and rights to subscribe for, any relevant securities of each 
of (i) Kopane and (ii) Firestone, save to the extent that these details have 
previously been disclosed under Rule 8.  A Dealing Disclosure by a person to 
whom Rule 8.3(b) applies must be made by no later than 3.30 p.m. (London time) 
on the business day following the date of the relevant dealing. 
 
If two or more persons act together pursuant to an agreement or understanding, 
whether formal or informal, to acquire an interest in relevant securities of 
Kopane or Firestone, they will be deemed to be a single person for the purposes 
of Rule 8.3. 
 
Opening Position Disclosures must also be made by Kopane and Firestone and 
Dealing Disclosures must also be made by Kopane, by Firestone and by any persons 
acting in concert with any of them (see Rules 8.1, 8.2 and 8.4). 
 
Details of the offeree and the offeror companies in respect of whose relevant 
securities Opening Position Disclosures and Dealing Disclosures must be made can 
be found in the Disclosure Table on the Takeover Panel's website at 
www.thetakeoverpanel.org.uk, including details of the number of relevant 
securities in issue, when the offer period commenced and when any offeror was 
first identified.  If you are in any doubt as to whether you are required to 
make an Opening Position Disclosure or a Dealing Disclosure, you should contact 
the Panel's Market Surveillance Unit on [phone]. 
 
Firestone is a paper offeror for the purposes of the above disclosure 
requirements. 
 
Publication on websites 
 
A copy of this Announcement and certain information published or otherwise made 
available by Firestone in connection with the Acquisition is available at: 
http://www.firestonediamonds.com. 
 
A copy of this Announcement and certain information published or otherwise made 
available by Kopane in connection with the Acquisition is available at: 
http://www.kopanediamonds.com/s/Home.asp. 
 
 
Rule 2.10 Disclosure 
 
In accordance with Rule 2.10 of the Code, Firestone has 127,891,637 ordinary 
shares of 20p each in issue with ISIN GB0003915336.  Kopane has 301,511,651 
ordinary shares of 1p each in issue with ISIN GB0002998978. 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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