TIDMKDD
Offer Update: Results of Court Meeting and General Meeting
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO
DO THE SAME WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
6 September 2010
Kopane Diamond Developments PLC
("Kopane" or the "Company")
Offer Update: Results of Court Meeting and General Meeting
Further to the announcement made by Kopane on 13 August 2010 regarding the posting of the Scheme Document
relating to the recommended all share offer for the entire issued and to be issued share capital of Kopane
by Firestone Diamonds PLC ("Firestone") to be effected by means of a Scheme of Arrangement under Part 26 of
the Companies Act 2006 the directors of Kopane are pleased to announce that the Meetings of Kopane
Shareholders held earlier today in order to approve the Scheme and related matters have both concluded
successfully. This follows on from the announcement made by Firestone on 3 September 2010 that the meeting
of Firestone Shareholders held to approve, amongst other things, the Acquisition had also been concluded
successfully.
At the Court Meeting, a majority in number of Scheme Shareholders who voted, either in person or by proxy,
representing over 75 per cent. in value of all Scheme Shares voted by those Scheme Shareholders, voted in
favour of the Scheme, and accordingly the resolution was duly passed. The voting of those Scheme
Shareholders who cast votes either in person or by proxy at the Court Meeting was as follows:
Total Votes Votes For The Scheme Votes Against The Scheme
No. of Scheme No. of Scheme No. of Scheme No. of Scheme No. of Scheme No. of Scheme
Shareholders Shares Shareholders Shares Shareholders Shares
Represented (and %) Represented (and %) Represented
(and %) (and %)
Totals 171 166,357,586 167 (97.66%) 166,209,586 4 (2.34%) 148,000
in (99.91%) (0.09%)
person
and by
proxy
At the General Meeting, the special resolution proposed to approve the Scheme, the associated Reduction of
Capital and certain other matters in connection with the Scheme (including certain amendments to Kopane's
articles of association) was duly passed on a show of hands.
In order to become effective in accordance with its terms, the Court must now sanction the Scheme at the
Scheme Court Hearing, and subsequently confirm the associated Reduction of Capital at the Reduction Court
Hearing. These hearings are scheduled to take place on 27 September 2010 and 29 September 2010
respectively.
Following the sanction of the Scheme and confirmation of the Reduction of Capital by the Court, it is
expected that the last day of dealings in Kopane Shares will be 29 September 2010 and the cancellation of
trading on AIM in Kopane Shares will take place at 7.00 am on 30 September 2010, the anticipated Effective
Date of the Scheme.
If any of these expected dates change, Kopane will, unless the Panel on Takeovers and Mergers otherwise
consents, give notice of the change by issuing an announcement through a Regulatory Information Service.
An expected timetable of principal events is set out below:
Court hearing to sanction the Scheme 27 September 2010
Reduction Record Time 6.00 p.m. on 28 September 2010
Court hearing to confirm the Reduction of Capital 29 September 2010
Last day of dealings in, and time for registration 4.30 p.m. on 29 September 2010
of transfers of, and disablement in CREST of,
Kopane Shares
Scheme Record Time 6.00 p.m. on 29 September 2010
Effective Date of the Scheme 30 September 2010
Cancellation of trading in Kopane Shares on AIM 7.00 a.m. on 30 September 2010
Cancellation of trading in Existing Firestone Shares 7.00 a.m. on 30 September 2010
on AIM
Admission of, and time of commencement of dealings 8.00 a.m. on 30 September 2010
in, New Firestone Shares on AIM and re-admission and
recommencement of dealings in, Existing Firestone
Shares on AIM
Crediting of New Firestone Shares to CREST accounts 8.00 a.m. on 30 September 2010
Latest date for despatch of New Firestone Share 14 October 2010
certificates and crediting of CREST accounts under
the Scheme(4)
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 Scheme
Document published by Kopane on 13 August 2010 (the "Scheme Document").
Copies of the resolutions passed at the Meetings, the Company's amended articles of association and the
Scheme Document are 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.
Copies of the resolutions passed at the Firestone General Meeting and the Firestone Circular are 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: Kopane
Frank Scolaro, Chairman
James Cable, Finance Director
+44 20 7963 9590
Investor Contacts: Firestone
Philip Kenny
+ 44 20 8834 1028
finnCap, financial adviser, Rule 3 adviser and nominated adviser to Kopane
Matthew Robinson / Sarah Wharry/ Ed Frisby
+ 20 7600 1658
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
Threadneedle Communications, media contacts for Kopane
Laurence Read / Beth Harris
+ 44 20 7653 9850
Conduit PR, media contacts for Firestone
Jos Simson / Leesa Peters
+44 20 7429 6603 / +44 7899 870 450
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 has
been made solely on the basis of the Scheme Document, which contains the full terms and conditions of the
Offer. The Scheme Document has been posted to those shareholders able to receive it. Any response in
relation to the Offer should be made only on the basis of the information in the Scheme Document.
Kopane Shareholders are advised to read the formal documentation received by them in relation to the Offer
carefully as it contains important information.
Whether or not certain Kopane Shares were voted at the Court Meeting or the General Meeting, if the Scheme
becomes effective those Kopane Shares will be cancelled pursuant to the Scheme in return for 0.4657 of a
New Firestone Share for every one Kopane Share.
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 are
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 has been made by means of the Scheme Document that may be obtained from Kopane which contains
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 any paper offeror is first identified. Relevant persons who deal in the relevant
securities of the offeree company or of a paper offeror 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) the offeree company; and (ii)any
paper offeror, 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 an offeree company or a paper offeror, they will be deemed
to be a single person for the purposes of Rule 8.3.
Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing
Disclosures must also be made by the offeree company, by any offeror 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.
Kopane Diamond Developments PLC
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