Kopane Diamond Developments PLC
LSE : KDD

September 06, 2010 08:40 ET

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.

Contact Information

  • Kopane Diamond Developments PLC