Firestone Diamonds Offer For Kopane Diamond -12-

21st Jul 2010 11:55

Kopane Group therein, is terminated, adversely modified or adversely affected, or any adverse action is taken or onerous obligation or liability arises thereunder; (e) the value of any member of the Wider Kopane Group or its financial or trading position is adversely affected; (f) any material asset or interest of any member of the Wider Kopane Group is or falls to be disposed of or charged or ceases to be available to any such member or any right arising under which any asset or interest could be required to be disposed of or charged other than in the ordinary course of business; (g) the rights, liabilities, obligations or interests or business of any member of the Wider Kopane Group in or with any other person, firm or company (or any arrangement relating to such interest or business) are terminated, adversely modified or adversely affected; or (h) any member of the Wider Kopane Group ceases to be able to carry on business under any name under which it currently does so. 2.7 since 31 December 2009 and save as Disclosed, no member of the Kopane Group having: (a) issued or agreed to issue or authorised or proposed the issue of additional shares of any class or issued or authorised or proposed the issue of or granted or agreed to grant securities convertible into or rights, warrants or options to subscribe for or acquire such shares or convertible securities or redeemed, purchased or reduced or announced any intention to do so or made any other change to any part of its share capital, save as between Kopane and wholly owned subsidiaries of Kopane and save for the issue of Kopane Shares pursuant to or in connection with rights granted under, or the grant of rights under, the Kopane Share Scheme which has been Disclosed; (b) recommended, declared, paid or made or proposed to recommend, declare, pay or make any dividend, bonus or other distribution other than dividends lawfully paid to other members of the Kopane Group; (c) authorised or proposed or announced its intention to propose any merger or demerger or acquisition or disposal or transfer of assets or shares or securities (other than to other members of the Kopane Group) or any material change in its share or loan capital; (d) issued or authorised or proposed the issue of any debentures or incurred or increased any indebtedness or contingent liability, in each case of an aggregate amount that is material in the context of the Wider Kopane Group taken as a whole; (e) (save for transactions between members of the Kopane Group) disposed of or transferred, mortgaged or encumbered any asset or any right, title or interest in any asset or entered into or varied or terminated any contract, commitment or arrangement (whether in respect of capital expenditure or otherwise) which is of a long term or onerous or unusual nature or which involves or might reasonably be expected to involve an obligation of a nature or magnitude which is material or authorised, proposed or announced any intention to do so, where in each such case it is material in the context of the Wider Kopane Group taken as a whole; (f) other than pursuant to the Acquisition (and save for transactions between members of the Kopane Group) entered into or varied or proposed to enter into or vary any contract, commitment, arrangement or other transaction which is of a long term or unusual or onerous nature or is otherwise than in the ordinary course of business or announced any intention to do so, that is material in the context of the Wider Kopane Group taken as a whole; (g) implemented or authorised any reconstruction, amalgamation or other transaction (other than pursuant to the Acquisition and save for transactions between members of the Kopane Group) which is, in any case, material in the context of the Wider Kopane Group taken as a whole; (h) entered into, or varied the terms of, any contract or agreement with any of the directors or senior executives of Kopane; (i) taken or proposed any corporate action or had any legal proceedings started or threatened against it for its winding-up, dissolution or reorganisation or for the appointment of a receiver, administrator, administrative receiver, trustee or similar officer of all or any of its assets and revenues or the appointment of any analogous person in any jurisdiction; (j) (other than in respect of claims between members of the Kopane Group) waived or compromised or settled any claim other than in the ordinary course of business, which is material in the context of the business of the Wider Kopane Group taken as a whole; (k) (other than pursuant to the Acquisition and as envisaged in accordance with the terms of the Scheme) made any amendment to its articles of association or other constitutional documents; (l) entered into any contract, commitment, transaction or arrangement which is or may be restrictive in a material way on the business of any member of the Wider Kopane Group; (m) been unable or admitted that it is unable to pay its debts or having stopped or suspended (or threatened to stop or suspend) payment of its debts generally or ceased or threatened to cease carrying on all or a substantial part of its business; (n) modified in any respect the terms of the Kopane Share Scheme or proposed, agreed to provide, or modified in any respect any other share option scheme or incentive scheme relating to the employment or termination of employment of any person employed by the Wider Kopane Group, in each case to the extent material in the context of the Wider Kopane Group taken as a whole; or (o) entered into any contract, commitment or agreement or passed any resolution or made any offer (which remains open) with respect to, or proposed or announced any intention to effect or propose any of the transactions, matters or events referred to in this condition 2.7; 2.8 since 31 December 2009 and save as Disclosed: (a) no litigation, arbitration, prosecution or other legal proceedings or investigation by any Relevant Authority having been instituted, announced or threatened or become pending or remained outstanding by or against any member of the Wider Kopane Group or to which any member of the Wider Kopane Group is or may become a party (whether as plaintiff, defendant or otherwise), and no enquiry or investigation by any Relevant Authority or other investigative body having been threatened, announced, implemented or instituted or remaining outstanding by, against or in respect of any member of the Wider Kopane Group which in any such case would have a material adverse effect on the Wider Kopane Group taken as a whole; (b) no adverse change having occurred in the business, assets, financial or trading position, profits or prospects of any member of the Wider Kopane Group, which is material in the context of the Wider Kopane Group taken as a whole; (c) no contingent or other liability in respect of any member of the Wider Kopane Group having arisen which would or might reasonably be expected materially and adversely to affect any member of the Wider Kopane Group and which in any such case is material in the context of the Wider Kopane Group taken as a whole; and (d) no steps having been taken and no omissions having been made which would or would be reasonably likely to result in the withdrawal, cancellation, termination or adverse modification of any licence held by any member of the Wider Kopane Group which is necessary for the proper carrying on of its business and which, in any such case, is material in the context of the Wider Kopane Group taken as a whole; and 2.9 save as Disclosed, Firestone not having discovered that: (a) any business, financial or other information concerning any member of the Wider Kopane Group that has been Disclosed, either contains a misrepresentation of fact or omits to state a fact necessary to make the information contained therein not misleading and which, in any such case, is material in the context of the Wider Kopane Group taken as a whole; (b) any member of the Wider Kopane Group is subject to any liability, actual or contingent and which in each such case is material in the context of the Wider Kopane Group taken as a whole; (c) any information which affects the import of any information disclosed at any time by or on behalf of the Wider Kopane Group to an extent which is material in the context of the Wider Kopane Group taken as a whole; (d) any past or present member of the Wider Kopane Group has not complied with all applicable legislation or regulations of any jurisdiction or any notice or requirement of any Relevant Authority with regard to the storage, disposal, discharge, spillage, leak or emission of any waste or hazardous substance or any substance likely to impair the environment or to harm human or animal health or otherwise relating to environmental matters (which non-compliance might reasonably be expected to give rise to any liability (whether actual or contingent) or cost on the part of any member of the Wider Kopane Group) or that there has otherwise been any such disposal, discharge, spillage, leak or emission (whether or not the same constituted a non-compliance by any person with any such legislation or regulations and wherever the same may have taken place) which in any such case might reasonably be expected to give rise to any liability (whether actual or contingent) or cost on the part of any member of the Wider Kopane Group and which in each such case is material, in the context of the Wider Kopane Group taken as a whole; (MORE TO FOLLOW) Dow Jones Newswires July 21, 2010 06:55 ET (10:55 GMT)