FORM 8 (OPD)
PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER
Rules 8.1 and 8.2 of the Takeover Code (the "Code")
1. KEY INFORMATION
(a) Identity of the party to the offer making the disclosure: | FIRESTONE DIAMONDS PLC ("FIRESTONE") |
(b) Owner or controller of interests and short positions disclosed, if different from 1(a): The naming of nominee or vehicle companies is insufficient | N/A |
(c) Name of offeror/offeree in relation to whose relevant securities this form relates: Use a separate form for each party to the offer | FIRESTONE DIAMONDS PLC |
(d) Is the party to the offer making the disclosure the offeror or the offeree? | OFFEROR |
(e) Date position held: | 29 JULY 2010 |
(f) Has the party previously disclosed, or is it today disclosing, under the Code in respect of any other party to this offer? | YES If YES, specify which: KOPANE DIAMOND DEVELOPMENTS PLC ("KOPANE") |
2. POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE
(a) Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates
Class of relevant security:
| Ordinary shares of £0.20 each | |||
| Interests | Short positions | ||
Number | % | Number | % | |
(1) Relevant securities owned and/or controlled: | NIL | N/A | NIL | N/A |
(2) Derivatives (other than options): | NIL | N/A | NIL | N/A |
(3) Options and agreements to purchase/sell: | NIL | N/A | NIL | N/A |
TOTAL: | ||||
All interests and all short positions should be disclosed.
Details of any open derivative or option positions, or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).
Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).
(b) Rights to subscribe for new securities
Class of relevant security in relation to which subscription right exists: | NIL |
Details, including nature of the rights concerned and relevant percentages: | N/A |
If there are positions or rights to subscribe to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 2(a) or (b) (as appropriate) for each additional class of relevant security.
(c) Irrevocable commitments and letters of intent
Details of any irrevocable commitments or letters of intent procured by the party to the offer making the disclosure or any person acting in concert with it (see Note 3 on Rule 2.11 of the Code): | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
None of the directors of Kopane hold any Kopane shares, although each Kopane director has given an irrevocable undertaking to Firestone to vote in favour of the scheme of arrangement (the "Scheme") at the Court Meeting and the resolutions to be proposed at the Kopane general meeting in respect of any Kopane shares acquired after the date of the Rule 2.5 Announcement (21 June 2010) pursuant to the exercise of the following Kopane options:
Firestone has also received irrevocable undertakings to vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the Kopane general meeting from the following:
Notes: * 32,200,000 shares are registered in the name of Corporate Services TD (Waterhouse) Nominees Ltd and 16,495,000 shares are registered in the name of Pershing Nominees Limited. ** Registered in the name of KAS Bank NV.
The irrevocable undertakings from Obtala, Lanstead and the Kopane directors shall lapse and be of no further force and effect if:
(i) a Scheme Document or (as the case may be) an Offer Document is not issued prior to 20 August 2010 (or such later date as Fireestone and Kopane may with the consent of the Panel on Takeovers and Mergers (the "Panel") agree; or
(ii) the Scheme has not become effective by 18 October 2010; or
(iii) an Offer Document is issued prior to 20 August 2010 (or such later date as Firestone and Kopane, with the consent of the Panel, agree) and the Offer lapses or is withdrawn.
The irrevocable undertaking from Lanstead will lapse in the event that an alternative offer for Kopane is announced pursuant to Rule 2.5 of the City Code on Takeovers and Mergers ("Alternative Offer"), and the valuation of the consideration payable pursuant to the Alternative Offer represents an improvement in the reasonable opinion of finnCap Limited of not less than 10 per cent. over the value of the acquisition.
The undertaking from JP Morgan Fleming will lapse and cease to be binding in the event that: (i) the Admission Document and the Scheme Document are not issued prior to 20 August 2010 (or such other date as Firestone and Kopane may agree); or (ii) the Scheme does not become effective, lapses or is withdrawn in accordance with its terms; or (iii) a third party announces an intention to make a general offer to acquire the issued share capital of Firestone which is recommended by the Firestone directors; or (iv) 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.
Firestone has received irrevocable undertakings to vote in favour of the Firestone resolutions to be proposed at the Firestone general meeting from the following:
The undertakings from the Firestone directors, Blenheim and Aurora remain binding unless the Offer lapses or is withdrawn. The undertaking from Axa Framlington shall lapse (i) if the Admission Document is not issued prior to 20 August 2010 (or such later date as Firestone and Kopane may agree); or (ii) in the event that any third party announces an intention to make a general offer to acquire the issued share capital of Firestone; or (iii) it transfers or disposes of its Firestone shares. The undertaking from JP Morgan Fleming will terminate in the event that: (i) the Admission Document and the Scheme Document are not issued prior to 20 August 2010 (or such other date as Firestone and Kopane may agree); or (ii) the Scheme does not become effective, lapses or is withdrawn in accordance with its terms; or (iii) a third party announces an intention to make a general offer to acquire the issued share capital of Firestone which is recommended by the Firestone directors, or (iv) 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.
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3. POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER MAKING THE DISCLOSURE
Details of any interests, short positions and rights to subscribe of any person acting in concert with the party to the offer making the disclosure: | |||||||||||||||||||||||||||||||||||||||||||||
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If there are positions or rights to subscribe to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 3 for each additional class of relevant security.
Details of any open derivative or option positions, or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).
Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).
4. OTHER INFORMATION
(a) Indemnity and other dealing arrangements
Details of any indemnity or option arrangement, or any agreement or understanding, formal or informal, relating to relevant securities which may be an inducement to deal or refrain from dealing entered into by the party to the offer making the disclosure or any person acting in concert with it: If there are no such agreements, arrangements or understandings, state "none" |
None
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(b) Agreements, arrangements or understandings relating to options or derivatives
Details of any agreement, arrangement or understanding, formal or informal, between the party to the offer making the disclosure, or any person acting in concert with it, and any other person relating to: (i) the voting rights of any relevant securities under any option; or (ii) the voting rights or future acquisition or disposal of any relevant securities to which any derivative is referenced: If there are no such agreements, arrangements or understandings, state "none" |
None
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(c) Attachments
Are any Supplemental Forms attached?
Supplemental Form 8 (Open Positions) | NO |
Supplemental Form 8 (SBL) | NO |
Date of disclosure: | 29 July 2010 |
Contact name: | Philip Kenny |
Telephone number: | +44 (0)20 8834 1028
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Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service and must also be emailed to the Takeover Panel at monitoring@disclosure.org.uk. The Panel's Market Surveillance Unit is available for consultation in relation to the Code's dealing disclosure requirements on +44 (0)20 7638 0129.
The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.
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