FDI.L Share News (FDI)

+---------------+--------------------------------------------+ | James F. | 505,765 | | Kenny | | +---------------+--------------------------------------------+ | Philip Kenny | 538,806 | +---------------+--------------------------------------------+ | Hugh | 586,057 | | Jenner-Clarke | | +---------------+--------------------------------------------+ | James Kenny | 157,023 | +---------------+--------------------------------------------+ | Michael | 190,712 | | Hampton | | +---------------+--------------------------------------------+ | William | 22,000 | | Douglas | | | Baxter | | +---------------+--------------------------------------------+ In addition, the following Firestone Shareholders have given irrevocable undertakings to vote in favour of the Firestone Resolutions at the Firestone GM in respect of the number of Firestone Shares set out below: +---------------+--------------------------------------------+ | Name | Number of Firestone Shares | | | | +---------------+--------------------------------------------+ | JP Morgan | 13,059,536 | | Fleming | | +---------------+--------------------------------------------+ | Axa | 8,383,600 | | Framlington | | +---------------+--------------------------------------------+ | Blenheim | 7,508,531 | +---------------+--------------------------------------------+ | Aurora | 7,200,000 | +---------------+--------------------------------------------+ The undertakings from Blenheim and Aurora remain binding remain binding unless the Offer lapses or is withdrawn. The undertaking from Axa Framlington will cease to be binding in the event that any third party announces an intention to make a general offer to acquire the issued share capital of Firestone regardless of whether such offer is recommended by the Firestone Directors. The undertaking from JP Morgan Fleming will cease to be binding in the event that a third party announces a intention to make a general offer to acquire the issued share capital of Firestone which is recommended by the Firestone Directors, or a third party announces an intention to make a general offer to acquire the issued share capital of Kopane which is recommended by the Kopane Directors. Appendix IV Definitions +--------------------+---------------------------------------+ | Acquisition | means the recommended acquisition of | | | the entire issued, and to be issued | | | ordinary share capital of Kopane by | | | Firestone to be implemented by way of | | | the Scheme (or, subject to the terms | | | of the Implementation Agreement, | | | should Firestone elect, by means of a | | | Takeover Offer) on the terms and | | | subject to the Conditions set out in | | | this Announcement and the Scheme | | | Document and any subsequent revision, | | | variation, extension or renewal | | | thereof (such agreed terms and | | | Conditions also being set out in the | | | Scheme Document) | +--------------------+---------------------------------------+ | Admission | means the admission of the New | | | Firestone Shares and the re-admission | | | of the Existing Firestone Shares to | | | trading on AIM in accordance with the | | | AIM Rules | +--------------------+---------------------------------------+ | AIM | AIM, a market of the London Stock | | | Exchange | +--------------------+---------------------------------------+ | AIM Rules | the AIM Rules for Companies as | | | published from time to time by the | | | London Stock Exchange | +--------------------+---------------------------------------+ | Announcement | this announcement made by Firestone | | | under Rule 2.5 of the Code regarding | | | the proposed acquisition of Kopane by | | | means of the Scheme | +--------------------+---------------------------------------+ | Announcement Date | 21 July 2010, being the date of this | | | Announcement | +--------------------+---------------------------------------+ | Appendices | the appendices to this Announcement | +--------------------+---------------------------------------+ | Brewin Dolphin | Brewin Dolphin Limited, authorised | | | and regulated by the Financial | | | Services Authority and nominated | | | adviser to Firestone | +--------------------+---------------------------------------+ | Business Day (or | a day (excluding Saturdays, Sundays | | business day) | and UK public holidays) on which | | | banks are generally open for business | | | in London | +--------------------+---------------------------------------+ | Capital Reduction | the hearing by the Court to confirm | | Hearing | the Reduction of Capital at which the | | | Reduction Court Order is expected to | | | be granted | +--------------------+---------------------------------------+ | Closing Price | the closing middle market quotation | | | of a share at the close of business | | | on a particular trading day as | | | derived from the Daily Official List | | | published for that day | +--------------------+---------------------------------------+ | Code | The City Code on Takeovers and | | | Mergers | +--------------------+---------------------------------------+ | Companies Act | Companies Act 2006 | +--------------------+---------------------------------------+ | Competing Proposal | means a proposed offer, tender offer, | | | merger, acquisition, scheme of | | | arrangement, recapitalisation or | | | other combination, whether or not | | | subject to any pre-conditions and | | | howsoever implemented relating to any | | | direct or indirect acquisition or | | | purchase of 50 per cent. or more of | | | the Kopane Shares or (as the case may | | | be) Firestone Shares or all or | | | substantially all of the business and | | | assets of Kopane or (as the case may | | | be) Firestone and its respective | | | subsidiaries proposed by any third | | | party | +--------------------+---------------------------------------+ | Conditions | the conditions to the implementation | | | of the Acquisition (including the | | | Scheme) set out in Appendix I to this | | | Announcement and Condition means any | | | one of them | +--------------------+---------------------------------------+ | Court | the High Court of Justice in England | | | and Wales | +--------------------+---------------------------------------+ | Court Meeting | means the meeting (and any | | | adjournment thereof) of the holders | | | of Scheme Shares convened by the | | | Court under section 896 of the | | | Companies Act 2006 to consider and, | | | if thought fit, approve the Scheme | +--------------------+---------------------------------------+ | Court Orders | the Scheme Court Order and the | | | Reduction Court Order | +--------------------+---------------------------------------+ | cpht | carats per hundred tonnes; | +--------------------+---------------------------------------+ | CREST | means the relevant system, as defined | | | in the CREST Regulations (in respect | (MORE TO FOLLOW) Dow Jones Newswires July 21, 2010 06:55 ET (10:55 GMT)