Firestone Diamonds Offer For Kopane Diamond -17-

21st Jul 2010 11:55

+--------------------+---------------------------------------+ | Reduction of | the proposed reduction of the | | Capital | ordinary share capital of Kopane | | | provided by the Scheme under section | | | 641 of the Companies Act | +--------------------+---------------------------------------+ | Reduction Record | 6.00 p.m. on the last Business Day | | Time | before the date of the hearing at | | | which the Reduction Court Order will | | | be sought | +--------------------+---------------------------------------+ | Registrar of | the Registrar of Companies in England | | Companies or | and Wales | | Registrar | | +--------------------+---------------------------------------+ | Regulatory | an information dissemination provider | | Information | approved by the Financial Services | | Service | Authority and whose name is set out | | | on a list approved by the Financial | | | Services Authority | +--------------------+---------------------------------------+ | Restricted | United States, Australia, Republic of | | Jurisdiction | South Africa, Singapore, Japan, | | | Canada and any other jurisdiction | | | where the New Firestone Shares cannot | | | be made available to Scheme | | | Shareholders without breaking any | | | applicable securities laws | +--------------------+---------------------------------------+ | Satellite Pipe | the Kimberlite pipe within the Kopane | | | Group's mining lease at Liqhobong | | | amounting to approximately 0.8 | | | hectares | +--------------------+---------------------------------------+ | Satellite Plant | Kopane's 420,000 tonnes per annum | | | diamond processing plant at Liqhobong | | | originally constructed to process | | | kimberlite from the Satellite Pipe | +--------------------+---------------------------------------+ | Scheme | the proposed scheme of arrangement to | | | be made under Part 26 of the | | | Companies Act 2006 to be proposed by | | | Kopane to the Scheme Shareholders | | | with or subject to any modification, | | | addition or condition approved or | | | imposed by the Court and agreed to by | | | Kopane and Firestone, particulars of | | | which will be set out in the Scheme | | | Document | +--------------------+---------------------------------------+ | Scheme Court Order | the order of the Court granted at the | | | Court hearing to sanction the Scheme, | | | sanctioning the Scheme under Part 26 | | | of the Companies Act | +--------------------+---------------------------------------+ | Scheme Document | the document to be posted to the | | | Kopane Shareholders as soon as | | | practicable following the | | | Announcement Date containing and | | | setting out, amongst other things, | | | the terms and conditions of the | | | Acquisition, the Scheme, certain | | | information about Firestone and | | | Kopane, the Scheme and the notices | | | convening the Court Meeting and the | | | Kopane GM | +--------------------+---------------------------------------+ | Scheme Record Time | 6.00 p.m. on the Business Day | | | immediately prior to the Effective | | | Date | +--------------------+---------------------------------------+ | Scheme | the holders of Scheme Shares | | Shareholders | | +--------------------+---------------------------------------+ | Scheme Shares | means the Kopane Shares: | | | a) in issue at the date of the | | | Scheme Document; | | | b) issued after the date of the | | | Scheme Document and before the Voting | | | Record Time in respect of the Court | | | Meeting; and | | | c) issued on or after the Voting | | | Record Time in respect of the Court | | | Meeting but on or before the | | | Reduction Record Time either on terms | | | that the original or any subsequent | | | holders thereof shall be bound by the | | | Scheme or in respect of which the | | | holder thereof shall have agreed in | | | writing to be, bound by the Scheme | | | | +--------------------+---------------------------------------+ | subsidiary and | have the meanings given to them to be | | subsidiary | construed in accordance with in the | | undertaking | Companies Act | +--------------------+---------------------------------------+ | Takeover Offer | a takeover offer governed by the Code | | | to implement the acquisition of | | | Kopane as Firestone may elect to make | | | in accordance with the terms of the | | | Implementation Agreement | +--------------------+---------------------------------------+ | UK or United | United Kingdom of Great Britain and | | Kingdom | Northern Ireland | +--------------------+---------------------------------------+ | UK Listing | the Financial Services Authority in | | Authority | its capacity as the competent | | | authority for the purposes of Part VI | | | of the Financial Services and Markets | | | Act 2000 | +--------------------+---------------------------------------+ | US or United | the United States of America, its | | States | territories and possession, any state | | | of the United States and the District | | | of Columbia | +--------------------+---------------------------------------+ | US Securities Act | the US Securities Act of 1933, as | | | amended | +--------------------+---------------------------------------+ | Voting Record Time | the time and date specified in the | | | Scheme Document by reference to which | | | entitlement to vote on the Scheme | | | will be determined | +--------------------+---------------------------------------+ | Wider Kopane Group | Kopane and its subsidiary | | | undertakings, associated undertakings | | | and any other body corporate, | | | partnership, joint venture or person | | | in which the Kopane Group and such | | | undertakings (aggregating their | | | interests) have an interest of more | | | than 20 per cent of the voting or | | | equity capital or the equivalent | +--------------------+---------------------------------------+ | Wider Firestone | Firestone and its subsidiary | | Group | undertakings, associated undertakings | | | and any other body corporate, | | | partnership, joint venture or person | | | in which the Firestone Group and such | | | undertakings (aggregating their | | | interests) have an interest of more | | | than 20 per cent of the voting or | | | equity capital or the equivalent | +--------------------+---------------------------------------+ This information is provided by RNS The company news service from the London Stock Exchange END OFFEAEXFASFEEFF (END) Dow Jones Newswires July 21, 2010 06:55 ET (10:55 GMT)