Firestone Diamonds Offer For Kopane Diamond -10-

21st Jul 2010 11:55

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 the 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 Announcement 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 matters 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. The Firestone Directors accept responsibility for all the information contained in this Announcement except for that information for which the Kopane Directors accept responsibility. To the best of the knowledge and belief of the Firestone Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this Announcement for which they are responsible is in accordance with the facts and does not omit anything likely to affect the import of such information. The Kopane Directors accept responsibility for all information in this Announcement relating to Kopane, the Kopane Group and the Kopane Directors. To the best of the knowledge and belief of the Kopane Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this Announcement for which they are responsible is in accordance with the facts and does not omit anything likely to affect the import of such information. Forward-Looking Statements This document contains certain forward-looking statements with respect to the financial condition, results of operations and business of Firestone, Kopane and the Enlarged Group 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 the paper offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or 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) the 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 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, 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 issued with ISIN GB0002998978. Appendix I Conditions and Further Terms of the Acquisition (MORE TO FOLLOW) Dow Jones Newswires July 21, 2010 06:55 ET (10:55 GMT)