Firestone Diamonds Offer For Kopane Diamond -11-

21st Jul 2010 11:55

The Acquisition is conditional upon the Scheme becoming unconditional and becoming effective by not later than 31 December 2010, or such later date (if any) as Kopane and Firestone may, with the consent of the Panel (if required) agree and the Court may allow. Part A: Conditions of the Acquisition 1. The Scheme is conditional upon: 1.1 the approval of the Scheme by a majority in number of Scheme Shareholders (or any relevant class or classes thereof), present and voting either in person or by proxy, at the Court Meeting (or at any adjournment of such meeting) representing 75 per cent. or more in value of the Scheme Shares voted by those Scheme Shareholders; 1.2 the resolution(s) required to implement the Scheme and set out in the notice of the Kopane General Meeting being duly passed by the requisite majority at the Kopane General Meeting (or at any adjournment of such meeting); and 1.3 the sanction (with or without modification, any such modification being on terms reasonably acceptable to Kopane and Firestone) of the Scheme and the confirmation of the Reduction of Capital by the Court being obtained and office copies of the Court Orders being delivered to the Registrar of Companies. 2. In addition, subject as stated in Part B below, the Acquisition is conditional upon the following matters, and accordingly the necessary actions to make the Scheme effective will not be taken unless such Conditions have been satisfied (where capable of satisfaction), or waived, prior to the Scheme being sanctioned by the Court in accordance with paragraph 1 above: 2.1 the passing at the Firestone General Meeting (or any adjournment thereof) of the First Firestone Resolution (as such resolution is set out in the Firestone Circular); 2.2 admission to AIM of the New Firestone Shares and the re-admission to AIM of the Existing Firestone Shares becoming effective in accordance with the AIM Rules or the London Stock Exchange agreeing to admit the New Firestone Shares to AIM and to re-admit the Existing Firestone Shares to AIM; 2.3 no central bank, government or governmental, quasi-governmental, supranational, statutory or regulatory body, or any court, institution, investigative body, association, trade agency or professional or environmental body or (without prejudice to the generality of the foregoing) any other person or body having statutory or regulatory competence in any jurisdiction (each a "Relevant Authority") having decided to take, instituted, implemented or threatened any action, proceedings, suit, investigation or enquiry or enacted, made or proposed any statute, regulation or order or otherwise taken any other step or done any thing, and there not being outstanding any statute, legislation or order, which would or might reasonably be expected to: (i) make the Acquisition or its implementation or the acquisition of shares in, or control of, Kopane by any member of the Firestone Group, illegal, void or unenforceable in or under the laws of any jurisdiction or directly or indirectly otherwise, to an extent which is material, restrict, restrain, prohibit, delay, impose additional conditions or obligations with respect to, or otherwise interfere with, challenge or require amendment to the implementation of, the Acquisition or the acquisition of any shares in, or control of Kopane by any member of the Firestone Group or any matters arising therefrom; (ii) require, prevent, delay or affect the divestiture (or alter the terms of any proposed divestiture) by any member of the Wider Firestone Group or Wider Kopane Group of all or any portion of their respective businesses, assets or properties or of any Kopane Shares or other securities in Kopane or impose any limitation on the ability of any of them to conduct their respective businesses or own their respective assets or properties or any part thereof, in any such case to an extent which is material in the context of the Wider Firestone Group, or the Wider Kopane Group, as the case may be, taken as a whole; (iii) impose any material limitation on the ability of any member of the Wider Firestone Group to acquire or hold or exercise effectively, directly or indirectly, all rights attaching to all or any of the Kopane Shares (whether acquired pursuant to the Acquisition or otherwise); (iv) other than in connection with the Acquisition, require any member of the Wider Firestone Group or the Wider Kopane Group to acquire or to offer to acquire any shares or other securities or rights thereover in any member of the Wider Kopane Group owned by any third party, in any such case to an extent which is material in the context of the Wider Firestone Group, or the Wider Kopane Group, as the case may be, taken as a whole; (v) impose any limitation on the ability of any member of the Wider Firestone Group or the Wider Kopane Group to integrate or co-ordinate its business, or any part of it, with the business of any other member of the Wider Firestone Group or the Wider Kopane Group in any such case to an extent which is material in the context of the Wider Firestone Group or the Wider Kopane Group, as the case may be, taken as a whole; or (vi) otherwise adversely affect any or all of the businesses, assets, financial or trading position, prospects or profits of any member of the Wider Firestone Group or the Wider Kopane Group or the exercise of any rights attaching to the shares of any company in the Kopane Group, in any such case to an extent which is material in the context of the Wider Firestone Group, or the Wider Kopane Group, as the case may be, taken as a whole, and all applicable waiting or other time periods during which such Relevant Authority could take, institute, implement or threaten any such action, proceeding, suit, investigation, enquiry or reference or otherwise intervene in respect of the Acquisition, having expired, lapsed or been terminated; 2.4 (i) all authorisations, orders, grants, consents, clearances, licences, permissions and approvals, in any jurisdiction, deemed reasonably necessary or appropriate by Firestone in respect of the Acquisition, being obtained in terms and in a form satisfactory to Firestone (acting reasonably) from all appropriate Relevant Authorities or (without prejudice to the generality of the foregoing) from any persons or bodies with whom any member of the Wider Firestone Group or the Wider Kopane Group has entered into contractual arrangements or which are necessary for Kopane or any member of the Kopane Group to carry on its business; (ii) all such material authorisations, orders, grants, consents, clearances, licences, permissions and approvals remaining in full force and effect and there being no intimation of any intention to revoke, suspend, restrict, modify or not to renew the same and all necessary notifications, applications and filings having been made, all appropriate waiting and other time periods (including extensions thereto) under any applicable legislation and regulations in any jurisdiction having expired, lapsed or been terminated and (iii) all material statutory or regulatory obligations in any jurisdiction in respect of the Acquisition or the proposed acquisition of Kopane by Firestone having been complied with; 2.5 appropriate assurances being received, in terms satisfactory to Firestone (acting reasonably), from the Relevant Authorities or any party with whom any member of the Wider Kopane Group has any contractual or other relationship that the interests held by any member of the Wider Kopane Group under any material licences, leases, consents, permits and other rights will not be materially and adversely amended or otherwise materially and adversely affected by the Acquisition or the proposed acquisition of Kopane or any matters arising therefrom, that such licences, leases, consents, permits and other rights are in full force and effect and that there is no intention to revoke or amend any of the same; 2.6 save as Disclosed, there being no provision of any agreement, instrument, permit, licence or other arrangement to which any member of the Wider Kopane Group is a party or by or to which it or any of its assets may be bound, entitled or subject which, as a consequence of the Acquisition or the proposed acquisition of Kopane or because of a change in the control or management of Kopane or any member of the Wider Kopane Group or otherwise, would or might reasonably be expected to have the result (which, in any such case is material and adverse in the context of the Wider Kopane Group taken as a whole), that: (a) any monies borrowed by, or other indebtedness, actual or contingent, of, or grant available to, any member of the Wider Kopane Group becomes or is capable of being declared repayable immediately or earlier than the repayment date stated in such agreement, instrument or other arrangement or the ability of any member of the Wider Kopane Group to borrow monies or incur indebtedness is withdrawn, prohibited, inhibited or adversely affected or becomes capable of being withdrawn or inhibited; (b) the creation or assumption of any liability, actual or contingent, by any member of the Wider Kopane Group other than in the ordinary course of business; (c) any mortgage, charge or other security interest is created or enforced over the whole or any material part of the business, property or assets of any member of the Wider Kopane Group or any such security interest (whenever arising) becomes enforceable; (d) any such agreement, instrument, permit, licence or other arrangement, or any right, interest, liability or obligation of any member of the Wider (MORE TO FOLLOW) Dow Jones Newswires July 21, 2010 06:55 ET (10:55 GMT)