13 Aug 2010 07:00
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
Firestone Diamonds Plc
("Firestone" or the "Company")
Posting of AIM Admission Document
Further to the announcement on 21 July 2010 regarding a recommended all share offer for the entire issued and to be issued share capital of Kopane Diamond Developments Plc ("Kopane") by Firestone, to be effected by means of a scheme of arrangement under Part 26 of the Companies Act 2006, Firestone announces that, in compliance with the AIM Rules for Companies, it will today post to the Company's shareholders an AIM admission document (the "Admission Document"). The Admission Document also contains a notice of general meeting convening such meeting for 12.00 noon on 3 September 2010 at the offices of Lawrence Graham LLP, 4 More London Riverside, London SE1 2AU, where shareholders will be asked to, inter alia, approve the proposed transaction.
The scheme circular, which contains, amongst other things, details of the scheme together with the explanatory statement required by section 897 of the Companies Act 2006, (the "Scheme Document") has today also been posted to Kopane shareholders.
Copies of these documents will be available at Firestone's and Kopane's websites being www.firestonediamonds.com and www.kopanediamonds.com, respectively, until the intended effective date of the scheme, 30 September 2010 ("Effective Date").
Copies of the Admission Document will be available free of charge at the offices of Brewin Dolphin Limited at 12 Smithfield Street, London, EC1A 9BDduring normal business hours on any day (except for Saturdays, Sundays and public holidays) and will remain available for at least one month after the Effective Date.
Copies of the Admission Document and Scheme Document will also be available for inspection during normal business hours on any day (except for Saturdays, Sundays and public holidays) up to and including the Effective Date at the offices of Ashurst LLP at Broadwalk House, 5 Appold Street, London EC2A 2HA.
Terms and expressions in this announcement shall, unless the context otherwise requires, have the same meanings as given to them in the Scheme Document and Admission Document.
Below is an update of the expected timetable of principal events
|
| 2010 |
| Posting of the Scheme Document | 13 August |
| Posting of Firestone Circular | 13 August |
| Firestone GM | 12.00 noon on 3 September |
| Court Meeting | 11.00 a.m. on 6 September |
| Kopane GM | 11.15 a.m. on 6 September |
| Court hearing to sanction the Scheme | 27 September |
| Reduction Record Time | 6.00 p.m. on 28 September |
| Court hearing to sanction the Reduction of Capital | 29 September |
| Scheme Record Time | 6.00 p.m. on 29 September |
| Effective Date of the Scheme | 30 September |
| Cancellation of trading in Kopane Shares on AIM | 7.00 a.m. on 30 September |
| Cancellation of trading in Existing Firestone Shares on AIM | 7.00 a.m. on 30 September |
| Admission and recommencement of dealings on AIM in Existing Firestone Shares and commencement of dealings on AIM in New Firestone Shares and crediting of New Firestone Shares to CREST accounts | 8.00 a.m. on 30 September |
| Latest date for despatch of share certificates in respect of New Firestone Shares | 14 October |
Proactive Investors One2One Forum
Thursday 26 August 2010
The Management of Firestone Diamonds plc will be presenting at a Proactive Investors One2One forum on Thursday 26 August 2010 at the Chesterfield Mayfair Hotel, 35 Charles Street, Mayfair, London, WIJ 5EB. The presentation will commence at 6.00pm.
To register for the event please go to www.proactiveinvestors.co.uk or email events@proactiveinvestors.com. A presentation will be available on the Company's website on Friday 27 August 2010 at www.firestonediamonds.com.
Investor Contacts: Firestone Diamonds plc
Philip Kenny, Chief Executive Officer
+ 44 20 8834 1028
Tim Wilkes, Chief Operating Officer
+27 78 457 6623
Investor Contacts: Kopane Diamond Developments plc
Frank Scolaro, Chairman
James Cable, Finance Director
+44 20 7963 9590
Evolution Securities, Financial Adviser, Rule 3 Adviser and Corporate Broker to Firestone
Simon Edwards / Tim Redfern
+44 20 7071 4330 / 4312
Brewin Dolphin, Nominated Adviser to Firestone
Alexander Dewar / Derrick Lee
+44 131 529 0276
finnCap, Financial Adviser, Rule 3 Adviser and Nominated Adviser to Kopane
Matthew Robinson / Sarah Wharry / Ed Frisby
+44 20 7600 1658
Conduit PR, media contacts for Firestone
Jos Simson / Emily Fenton
+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.
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 (being, in the case of Firestone, 4 August 2010) 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.