TIDMKDD TIDMFDI
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
+44 20 7963 9590
Evolution Securities, financial adviser, corporate broker and Rule 3 adviser to
Firestone
Simon Edwards / Tim Redfern
+44 20 7071 4330 / 4312
Brewin Dolphin, nominated adviser to Firestone
Alexander Dewar / Neil McDonald
+44 131 529 0276
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
+44 20 7429 6603 / +44 7899 870 450
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 +44 (0)20 7638 0129.
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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