Firestone Diamonds Offer For Kopane Diamond -2-

21st Jul 2010 11:55

| Firestone GM | 3 | | | September 2010 | +--------------------------------------------+-------------------+ | Court Meeting | 6 September 2010 | +--------------------------------------------+-------------------+ | Kopane GM | 6 September 2010 | +--------------------------------------------+-------------------+ | Court hearing to sanction the Scheme | 27 September 2010 | +--------------------------------------------+-------------------+ | Reduction Record Time | 6.00 p.m. on 28 | | | September 2010 | +--------------------------------------------+-------------------+ | Court hearing to sanction the Reduction of | 29 September 2010 | | Capital | | +--------------------------------------------+-------------------+ | Scheme Record Time | 6.00 p.m. on 29 | | | September 2010 | +--------------------------------------------+-------------------+ | Effective Date of the Scheme | 30 September 2010 | +--------------------------------------------+-------------------+ | Cancellation of trading in Kopane Shares | 8.00 a.m. on 30 | | on AIM | September 2010 | +--------------------------------------------+-------------------+ | Cancellation of trading in Existing | 8.00 a.m. on 30 | | Firestone Shares on AIM | September 2010 | +--------------------------------------------+-------------------+ | Admission and recommencement of dealings | 8.00 a.m. on 30 | | on AIM in Existing Firestone Shares and | September 2010 | | commencement of dealings on AIM in New | | | Firestone Shares and crediting of New | | | Firestone Shares to CREST accounts | | +--------------------------------------------+-------------------+ | Latest date for despatch of share | 21 October 2010 | | certificates in respect of New Firestone | | | Shares | | +--------------------------------------------+-------------------+ The summary forms part of and should be read in conjunction with the full text of this Announcement and Appendices. The Offer will be subject to the Conditions and further terms set out in Appendix I to this Announcement. Appendix II of this Announcement contains information on sources and bases of information used in this Announcement. Appendix III of this Announcement contains details of the irrevocable undertakings received by Firestone and Kopane in connection with the Acquisition. Appendix IV defines certain terms used in this Announcement (including this summary). Analyst presentation Wednesday 21st July 2010 Firestone Diamonds plc will be hosting an analyst presentation today at 2.30pm (BST) at Conduit PR's offices; 76 Cannon Street, London EC4N 6AE. A teleconference facility will also be available to dial into the conference call. If you would like to attend the presentation or participate in the conference call please contact Jos Simson at [email protected] or on +44 (0) 207 429 6603. A webcast of the presentation will be available on the Company's website after 4pm today. Investor lunches Friday 23rd July & Tuesday 27th July 2010 Firestone Diamonds will be hosting investor lunches for interested parties at 12.15 on Friday 23rd July and Tuesday 27th July 2010 in the City of London. If you would like to attend one of the lunch presentations please contact Emily Fenton at [email protected] or on +44 (0) 207 429 6608. Investor Contacts: Firestone Philip Kenny + 44 20 8834 1028 Tim Wilkes +27 78 457 6623 Investor Contacts: Kopane Frank Scolaro, Chairman James Cable, Finance Director +44 20 7963 9590 Evolution Securities, Financial Adviser, Rule 3 Adviser and Corporate Broker to Firestone Simon Edwards / Tim Redfern +44 20 7071 4330 / 4312 Brewin Dolphin, Nominated Adviser to Firestone Alexander Dewar / Derrick Lee +44 131 529 0276 finnCap, Financial Adviser, Rule 3 Adviser and Nominated Adviser to Kopane Matthew Robinson / Sarah Wharry / Ed Frisby +44 20 7600 1658 Conduit PR, media contacts for Firestone Jos Simson / Leesa Peters +44 20 7429 6603 / +44 7899 870 450 Threadneedle Communications,media contacts for Kopane Laurence Read / Beth Harris + 44 20 7653 9850 This Announcement of which the above summary forms part is not intended to, and does not, constitute or form any part of an offer to sell or an invitation to purchase or subscribe for any securities or the solicitation of any vote for approval in any jurisdiction, nor shall there be any sale, issuance or transfer of the securities referred to in this Announcement in the United States or any jurisdiction in contravention of applicable law. The Offer will be made solely on the basis of the Scheme Document, which will contain the full terms and conditions of the Acquisition. The Scheme Document will be posted to those shareholders able to receive it in due course. Any response in relation to the Acquisition should be made only on the basis of the information in the Scheme Document. Kopane Shareholders receiving the formal documentation in relation to the Acquisition are advised to read it carefully, once it has been dispatched as it will contain important information. The availability of the Offer to Kopane Shareholders who are not resident in and citizens of the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are located or of which they are citizens. Such persons should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdictions. Further details in relation to overseas shareholders will be contained in the Scheme Document. To the extent that the Acquisition is effected by way of the Scheme, the New Firestone Shares to be issued to Kopane Shareholders under the Scheme have not been, and will not be, registered under the US Securities Act, or under the securities laws of any state, district or other jurisdiction of the United States, the Republic of South Africa, Singapore, Canada or Japan. If the Acquisition is carried out by way of a Takeover Offer, it will not be made, directly or indirectly, in or into the United States, Republic of South Africa, Singapore, Canada or Japan and will not be capable of acceptance from or within the United States, Republic of South Africa, Singapore, Canada or Japan. Accordingly, copies of this Announcement and all documents relating to the Takeover Offer will not be, and must not be, mailed or otherwise forwarded, distributed or sent in, into or from the United States, Republic of South Africa, Singapore, Canada or Japan. If the Acquisition is carried out by way of a Takeover Offer, the New Firestone Shares to be issued in connection with such Takeover Offer have not been and will not be registered under the Securities Act or under the securities laws of any state, of the United States and subject to certain exceptions, the Takeover Offer will not be made in or into the United States. There will be no public offering of the New Firestone Shares in the United States and the New Firestone Shares may not be offered, sold or delivered, directly or indirectly, in or into the United States, other than pursuant to an exemption from the registration requirements of the US Securities Act. These written materials are not an offer of securities for sale in the United 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 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 Acquisition or any other matter 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 (MORE TO FOLLOW) Dow Jones Newswires July 21, 2010 06:55 ET (10:55 GMT)