3 Sep 2010 13:05
Firestone Diamonds plc
3 September 2010
Result of General Meeting
Firestone Diamonds plc, ("Firestone"), the AIM-quoted diamond mining and exploration company (ticker: AIM:FDI), is pleased to announce that all resolutions set out in the notice dated 13 August 2010 relating to the recommended all share offer for the entire issued and to be issued share capital of Kopane Diamond Developments plc ("Kopane") to be effected by means of a Scheme of Arrangement under Part 26 of the Companies Act 2006 were duly passed at the Firestone General Meeting which was held at 12.00 noon today.
Next Steps
Completion of the Scheme remains subject to approval by Kopane Shareholders at the Court Meeting and the Kopane General Meeting, to be held on 6 September at 11.00am and 11.15am respectively, and the sanction of the Scheme by the Court at the Scheme Court Hearing and the subsequent confirmation of the Reduction of Capital. The Court hearings to sanction the Scheme and confirm the Reduction of Capital are scheduled to take place on 27 September 2010 and 29 September 2010 respectively.
It is anticipated that the last day for dealings in Kopane Shares will be 29 September 2010 and that the Scheme will become effective on 30 September 2010. If the Scheme becomes effective, it is expected that the admission to trading on AIM of Kopane Shares and the Existing Firestone Shares will be cancelled at 7.00 a.m. on 30 September 2010 and that the admission to trading and dealings in shares of the Enlarged Group shall commence at 8.00 am on 30 September 2010.
Capitalised terms used in this announcement shall have the same meaning as ascribed in the announcement dated 21 July 2010 unless the context otherwise requires.
In accordance with Rule 19.11 of the City Code, a copy of this announcement will be published on Firestone's website being www.firestonediamonds.com.
Investor Contacts: Firestone
Philip Kenny, Chief Executive
+ 44 20 8834 1028/ + 44 7831 324 645
Tim Wilkes, Chief Operating Officer
+27 78 457 6623
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
Conduit PR
Jos Simson / Emily Fenton
+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.
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.