Cash Offer

Cash Offer

IMPORTANT

The information contained on this page is in respect of a Cash Offer for Firestone Diamonds PLC (“Firestone“) by PRRF II Investment Holdings LP (“Offeror“)

Viewing these documents is subject to acceptance of our disclaimer [link to disclaimer]. If you are not able to give the confirmations required in the disclaimer, you should not proceed to view the documents below.

 

The information contained on this page is subject to, and must be read in conjunction with, all other publicly available information and, where relevant, any further disclosure document(s) published by Firestone or the Offeror.

 

 

Year Date Title Documents
  3 Aug 2022 Underwater Options Letter
Underwater-Options-Letter-Redacted.pdf
  27 Jul 2022 Unconditional Date Announcement
Unconditional-Date-Announcement.pdf
  22 Jul 2022 Offer Document
Offer-Document.pdf
  Publication of Offer Document Announcement
Publication-of-Offer-Document-Announcement.pdf
  Form of Acceptance
Copy-of-Form-of-Acceptance.pdf
  Consent Letter – Bacchus Capital
Consent-Letter-Bacchus-Capital.pdf
  Consent Letter – finnCap Ltd
Consent-Letter-finnCap-Ltd.pdf
  Constitutional Documents – Firestone Diamonds plc
Constitutional-Documents-of-Firestone-Diamonds-plc.pdf
  Constitutional Documents – PRRF II Investment Holdings LP
Constitutional-Documents-of-PRRF-II-Investment-Holdings-LP.pdf
  Audited consolidated accounts of Firestone Diamonds plc – 2020
Audited-consolidated-accounts-of-Firestone-Diamonds-plc-2020.pdf
  Audited consolidated accounts of Firestone Diamonds plc – 2019
Audited-consolidated-accounts-of-Firestone-Diamonds-plc-2019.pdf
  12 Jul 2022 Irrevocable Undertaking Update
Cash-Offer-for-Firestone-Diamonds-plc.pdf
  Irrevocable Undertaking from Sustainable Capital Limited
Cash-Offer-for-Firestone-Diamonds-plc.pdf
  11 Jul 2022 Form 8.3 – D&A Holdings Limited
Cash-Offer-for-Firestone-Diamonds-plc.pdf
  Form 8.3 – Sustainable Capital Limited Cash-Offer-for-Firestone-Diamonds-plc.pdf
  05 Jul 2022 Form 8.3 – Resource Capital Fund VI L.P Cash-Offer-for-Firestone-Diamonds-plc.pdf
  27 Jun 2022 Termination Deed Cash-Offer-for-Firestone-Diamonds-plc.pdf
  Irrevocable Undertaking from RCF Cash-Offer-for-Firestone-Diamonds-plc.pdf
  Relationship Deed Cash-Offer-for-Firestone-Diamonds-plc.pdf
  24 Jun 2022 Response to Cash Offer 2.7-Response-Announcement.pdf
  Cash Offer Cash-Offer-for-Firestone-Diamonds-plc.pdf

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The information contained on this Microsite does not constitute or form part of any offer or invitation, or solicitation of any offer or invitation, to sell or otherwise dispose of, purchase, otherwise acquire or subscribe for any securities pursuant to the Offer (as defined below) or otherwise in any jurisdiction in which such offer, invitation or solicitation is unlawful.

Electronic versions of the materials you are seeking to access are being made available on this microsite by Firestone in good faith, for information purposes only and subject to the terms and conditions set out below.

Basis of access

The information contained on this Microsite is in respect of the offer (the “Offer“) for Firestone Diamonds PLC (“Firestone“) by PRRF II Investment Holdings LP (“Offeror“).

The information contained in this Microsite is subject to, and must be read in conjunction with, all other publicly available information and, where relevant, any further disclosure document(s) published by Firestone or the Offeror.

Responsibility

The information contained on this Microsite speaks only at the date of the relevant document or announcement reproduced on this Microsite, and neither Firestone nor any of its affiliated companies has, or accepts, responsibility or duty to update any such information, document or announcement. Firestone reserves the right to add to, remove or amend any information reproduced on this Microsite at any time.

In relation to any document, announcement or information contained on the Microsite, save as expressly set out in that document, announcement or information, the only responsibility accepted by the directors of Firestone (“Responsible Persons“) is for the correctness and fairness of its reproduction or presentation.

None of the Responsible Persons, Firestone or any of its affiliated companies have reviewed, and none of them is or shall be responsible for or accepts any liability in respect of any information contained on any other website that may be linked to this Microsite by a third party.

If you are in any doubt about the contents of this Microsite or the action you should take, you should seek your own financial advice from an independent financial adviser authorised under the Financial Services and Markets Act 2000 or, if you are located outside the UK, from an appropriately authorised independent financial adviser.

Overseas persons

The information contained in the Microsite is not being, and must not be released or otherwise forwarded, published, distributed or sent, in whole or in part, directly or indirectly, in or into a Restricted Jurisdiction, and the availability of such information (and any related offer) to shareholders who are resident in, or citizens or nationals of, jurisdictions outside of the UK or the United States, or to agents, nominees, custodians or trustees for such persons, may be restricted by the laws of the relevant jurisdictions. Persons receiving such documents (including custodians, nominees and trustees) should observe these restrictions and must not distribute or send them in, into or from a Restricted Jurisdiction. Failure to observe such restrictions and/or requirements may constitute a violation of the securities laws of any such jurisdiction.

Viewing the materials you seek to access may be unlawful if you are resident or located in a Restricted Jurisdiction. In certain jurisdictions, including Restricted Jurisdictions, only certain categories of person may be allowed to view such materials.

If they are not resident in, or a citizen or national of, a Restricted Jurisdiction, any person who wishes to view these materials must first satisfy themselves that they are not subject to any local requirements that prohibit or restrict them from doing so and should inform themselves of, and observe, any applicable legal or regulatory requirements applicable in their jurisdiction. Any failure to comply with restrictions may constitute a violation of the securities laws of any such jurisdiction.

If you are not permitted to view materials on this microsite please exit this Microsite. Should you be in any doubt about whether you are permitted to view materials on this Microsite, you should not access this Microsite and you should take legal advice. To the fullest extent permitted by applicable law, neither Firestone nor its advisers accepts responsibility for any violation by any person of these restrictions and disclaim any responsibility or liability for the violations of any such restrictions by any person.

The information contained in this Microsite may not be downloaded, forwarded, transmitted or shared with any other person either in whole or in part where to do so would or may constitute a breach of any applicable local laws or regulations.

The Offer will not be made, directly or indirectly, in or into any jurisdiction where it would be unlawful to do so, or by use of mail, or by any means or instrumentality (including, without limitation, telephonically or electronically) of interstate or foreign commerce, or by any facility of a national securities exchange of any jurisdiction where it would be unlawful to do so, and the Offer will not be capable of acceptance by any such mail, means, instrumentality or facility from or within any jurisdiction where it would be unlawful to do so.

If you are not permitted to view the information contained in this Microsite, or viewing such information would result in a breach of the above, or if you are in any doubt as to whether you are permitted to view such information, please exit this web page or click the “decline” button below and seek independent advice.  Neither Firestone nor any of their respective advisers, assumes any responsibility for any violation by any person of any of these restrictions.

Important information for US investors

The materials do not constitute an offer to acquire or exchange securities in the United States (“United States” or “US“).

The Offer relates to the securities of a UK company and is subject to UK disclosure requirements, which are different from those of the United States.  The financial information included in certain documents contained in this Microsite, if any, may have been prepared in accordance with non-US accounting standards, and thus may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States.

It may be difficult for US holders of Firestone’s shares to enforce their rights and claims arising out of the US federal securities laws, since Firestone is located in a country other than the United States, and some or all of its officers and directors may be residents of a country other than the United States. US holders of Firestone’s shares may not be able to sue a non-US company or its officers or directors in a non-US court for violations of the US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court’s judgement.

The materials contained in this Microsite do not constitute an offer of securities for sale in the United States.  No offer to acquire securities or to exchange securities for other securities has been made, or will be made, directly or indirectly, in or into, or by the use of the mails of, or by any means or instrumentality of interstate or foreign commerce or any facilities of a national securities exchange of, the United States or any other country in which such offer may not be made other than: (i) in accordance with the tender offer requirements under the US Exchange Act, or the securities laws of such other country, as the case may be, or: (ii) pursuant to an available exemption from such requirements.

Neither the US Securities and Exchange Commission nor any US state securities commission has approved or disapproved any offer, or passed comment upon the adequacy or completeness of any of the information contained in this Microsite. Any representation to the contrary is a criminal offence in the United States.

Forward-looking statements

This Microsite may contain certain forward-looking statements with respect to the Offer and the financial condition, results of operations and business of, Firestone or the Offeror and certain plans and objectives of the Offeror with respect to them.  Statements that are not historical facts, including statements about our beliefs and expectations, are forward-looking statements. The words “anticipate”, “target”, “expect”, “estimate”, “intend”, “plan”, “goal”, “believe”, “hope”, “aims”, “continue”, “will”, “may”, “should”, “would”, “could” and similar expressions, among others, generally identify forward-looking statements.

These forward-looking statements (including those relating to the consummation of the Offer and the anticipated benefits of it) are subject to risks and uncertainties that may cause actual results to differ materially from those indicated in the forward-looking statements. Such risks and uncertainties include, but are not limited to, the possibility that any of the conditions to the Offer will not be satisfied, significant transaction costs and/or unknown liabilities, changes in global, political, economic, business, competitive, market and regulatory forces, future exchange and interest rates, changes in tax laws, regulations, rates and policies, future business combinations or disposals and competitive developments.  Other unknown or unpredictable factors could cause actual results to differ materially from those in the forward-looking statements.

These forward-looking statements are based on numerous assumptions and assessments made in light of Firestone’s and/or the Offeror’s experience and perception of historical trends, current conditions, business strategies, operating environment, future developments and other factors considered appropriate. The factors described in the context of such forward-looking statements in this Microsite could cause the Offeror’s plans with respect to Firestone, Firestone’s actual results, performance or achievements, industry results and developments to differ materially from those expressed in or implied by such forward-looking statements. Although it is believed that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to have been correct and persons reading this Microsite are therefore cautioned not to place undue reliance on these forward-looking statements which speak only as at the date of the relevant document or announcement reproduced on this Microsite. Firestone expressly disclaims any obligation or undertaking to update or revise any forward-looking statements as a result of subsequent events or developments, except as required by applicable law.

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