UPDATE: Firestone Diamonds Agrees All-Share Offer For Kopane

21st Jul 2010 15:13

(Adds detail.) By Jason Douglas Of DOW JONES NEWSWIRES LONDON (Dow Jones)--Diamond miner Firestone Diamonds PLC (FDI.LN) Wednesday said it agreed to acquire peer Kopane Diamond Developments PLC (KDD.LN) for GBP52.7 million in shares, in a deal that brings together assets including Fireston

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Firestone Diamonds Board Agrees 0.5 Share Offer With Kopane

21st Jul 2010 12:00

LONDON (Dow Jones)--Firestone Diamonds PLC (FDI.LN) said Wednesday the boards of Kopane Diamond Developments (KDD.LN) and Firestone have reached agreement on the terms of a unanimously recommended all share offer by Firestone for Kopane on the basis of 0.4657 of a New Firestone Share for every 1 Kop

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Firestone Diamonds Offer For Kopane Diamond Developments Plc

21st Jul 2010 11:55

TIDMFDI TIDMKDD RNS Number : 6900P Firestone Diamonds PLC 21 July 2010 ? Firestone Diamonds PLC 21 July 2010 21 July 2010 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OR ANY J

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Firestone Diamonds Offer For Kopane Diamond -4-

21st Jul 2010 11:55

capital have irrevocably undertaken to vote in favour of the Scheme and the Kopane Resolution. In total Firestone has received irrevocable undertakings to vote in favour of the Scheme at the Court Meeting and the Kopane Resolution at the Kopane General Meeting from Kopane Shareholders representing

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Firestone Diamonds Offer For Kopane Diamond -7-

21st Jul 2010 11:55

Africa, producing a loss for the year of GBP11.0 million. For the six month period ended 31 December 2009 Firestone generated no revenue and made a loss of GBP1.4 million. Following the successful completion of the final phase of evaluation work on BK11 in December 2009 a decision was made to proc

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Firestone Diamonds Offer For Kopane Diamond -5-

21st Jul 2010 11:55

Kopane by Firestone will be value enhancing and will provide significant benefits to both Firestone Shareholders and Kopane Shareholders. * Firestone will acquire a large Mineral Resource at Liqhobong at the final stages of a DFS with substantial economic potential that will allow the Enlarged Grou

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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

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Firestone Diamonds Offer For Kopane Diamond -9-

21st Jul 2010 11:55

right to elect to implement the Acquisition by way of a Takeover Offer. In such event, the Acquisition will be implemented on the same terms (subject to appropriate amendments), so far as applicable, as those which would apply to the Scheme. Further details of the Scheme, including an indicative ti

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Firestone Diamonds Offer For Kopane Diamond -6-

21st Jul 2010 11:55

the exceptionally large size of many of its kimberlites, in particular the 146 hectare MK1 kimberlite, which is one of the largest known diamondiferous kimberlites. Substantial work has been carried out at Tsabong by Firestone, the results of which indicate that the Tsabong kimberlite field is loca

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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

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Firestone Diamonds Offer For Kopane Diamond -8-

21st Jul 2010 11:55

(b) the Firestone Directors have recommended any Competing Proposal in relation to Firestone; or (c) Firestone is in material breach of any provision of the Implementation Agreement such that the Kopane Directors determine, acting in good faith and having taken appropriate

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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 Acquisitio

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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

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Firestone Diamonds Offer For Kopane Diamond -14-

21st Jul 2010 11:55

+---------------+--------------------------------------------+ | James F. | 505,765 | | Kenny | | +---------------+--------------------------------------------+ | Philip Kenny | 538,806

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Firestone Diamonds Offer For Kopane Diamond -16-

21st Jul 2010 11:55

| | inappropriately spaced to confirm | | | geological and/or grade continuity | | | but are spaced closely enough for | | | continuity to be assumed | +--------------------+--------------------------

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