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Firestone Diamonds (FDI)

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Wednesday 04 August, 2010

Firestone Diamonds

Corrected OPD Disclosure in F

RNS Number : 5077Q
Firestone Diamonds PLC
04 August 2010
 



AMENDMENT

 

This announcement replaces that of 13:16 on 30 July 2010 (RNS number 2698Q). The replacement is to reflect the fact that the holding of  236,550 ordinary shares of 20p each in Firestone Diamonds PLC held by Williams de Broe Limited, a company in the same group as Evolution Securities Limited, should have been disclosed in section 3. The corrected text of the announcement is shown below. 

 

FORM 8 (OPD)

 

PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER

Rules 8.1 and 8.2 of the Takeover Code (the "Code")

 

1.         KEY INFORMATION

 

(a) Identity of the party to the offer making the disclosure:

FIRESTONE DIAMONDS PLC ("FIRESTONE")

(b) Owner or controller of interests and short positions disclosed, if different from 1(a):

     The naming of nominee or vehicle companies is insufficient

N/A

(c) Name of offeror/offeree in relation to whose relevant securities this form relates:

     Use a separate form for each party to the offer

FIRESTONE DIAMONDS PLC

(d) Is the party to the offer making the disclosure the offeror or the offeree?

OFFEROR

(e) Date position held:

29 JULY 2010

(f)  Has the party previously disclosed, or is it today disclosing, under the Code in respect of any other party to this offer?

YES

If YES, specify which:

KOPANE DIAMOND DEVELOPMENTS PLC ("KOPANE")

 

2.         POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE

 

(a)        Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates

 

Class of relevant security:

 

Ordinary shares of £0.20 each

 

 

Interests

Short positions

Number

%

Number

%

(1) Relevant securities owned and/or controlled:

NIL

N/A

NIL

N/A

(2) Derivatives (other than options):

NIL

N/A

NIL

N/A

(3) Options and agreements to purchase/sell:

NIL

N/A

NIL

N/A

 

     TOTAL:





 

All interests and all short positions should be disclosed.

 

Details of any open derivative or option positions, or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

 

Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

 

(b)        Rights to subscribe for new securities

 

Class of relevant security in relation to which subscription right exists:

NIL

Details, including nature of the rights concerned and relevant percentages:

N/A

 

If there are positions or rights to subscribe to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 2(a) or (b) (as appropriate) for each additional class of relevant security.

 

(c)        Irrevocable commitments and letters of intent

 

Details of any irrevocable commitments or letters of intent procured by the party to the offer making the disclosure or any person acting in concert with it (see Note 3 on Rule 2.11 of the Code):

None of the directors of Kopane hold any Kopane shares, although each Kopane director has given an irrevocable undertaking to Firestone to vote in favour of the scheme of arrangement (the "Scheme") at the Court Meeting and the resolutions to be proposed at the Kopane general meeting in respect of any Kopane shares acquired after the date of the Rule 2.5 Announcement (21 June 2010) pursuant to the exercise of the following Kopane options:

Director

Number of securities under option

Exercise Period

Exercise Price

 

Andrew Birnie

476,690

29.08.2008 to

29.08.2018

10p

 

Andrew Birnie

361,655

29.08.2009 to

29.08.2018

10p

 

Andrew Birnie

361,655

29.08.2010 to

29.08.2018

10p

 

Buddy Doyle

428,134

29.08.2008 to

29.08.2018

10p

 

Buddy Doyle

160,933

29.08.2009 to

29.08.2018

10p

 

Buddy Doyle

160,933

29.08.2010 to

29.08.2018

10p

 

James Cable

559,556

29.08.2008 to

29.08.2018

10p

 

James Cable

420,222

29.08.2009 to

29.08.2018

10p

 

James Cable

420,222

29.08.2010 to

29.08.2018

10p

 

Michael Wittet

250,000

29.08.2009 to

29.08.2018

10p

 

Michael Wittet

250,000

29.08.2010 to

29.08.2018

10p

 

Michael Wittet

750,000

21.09.2009 to

20.09.2019

14.25p

 

Firestone has also received irrevocable undertakings to vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the Kopane general meeting from the following:

Name

Number of Kopane shares committed

Percentage of entire existing issued share capital of Kopane

Obtala Resources plc ("Obtala")*

          48,695,000            

                16.15

Lanstead Capital LP ("Lanstead")**

          30,000,000

                  9.95

JP Morgan Fleming

          29,049,367

                  9.63

 

Notes:

* 32,200,000 shares are registered in the name of Corporate Services TD (Waterhouse) Nominees Ltd and 16,495,000 shares are registered in the name of Pershing Nominees Limited.

** Registered in the name of KAS Bank NV.

 

 

The irrevocable undertakings from Obtala, Lanstead and the Kopane directors shall lapse and be of no further force and effect if:

 

(i) a Scheme Document or (as the case may be) an Offer Document is not issued prior to 20 August 2010 (or such later date as Fireestone and Kopane may with the consent of the Panel on Takeovers and Mergers (the "Panel") agree; or

 

(ii) the Scheme has not become effective by 18 October 2010; or

 

(iii) an Offer Document is issued prior to 20 August 2010 (or such later date as Firestone and Kopane, with the consent of the Panel, agree) and the Offer lapses or is withdrawn.

 

 

The irrevocable undertaking from Lanstead will lapse in the event that an alternative offer for Kopane is announced pursuant to Rule 2.5 of the City Code on Takeovers and Mergers ("Alternative Offer"), and the valuation of the consideration payable pursuant to the Alternative Offer represents an improvement in the reasonable opinion of finnCap Limited of not less than 10 per cent. over the value of the acquisition.

 

The undertaking from JP Morgan Fleming will lapse and cease to be binding in the event that:  (i) the Admission Document and the Scheme Document are not issued prior to 20 August 2010 (or such other date as Firestone and Kopane may agree); or (ii) the Scheme does not become effective, lapses or is withdrawn in accordance with its terms; or (iii) a third party announces an intention to make a general offer to acquire the issued share capital of Firestone which is recommended by the Firestone directors; or (iv) a third party announces an intention to make a general offer to acquire the issued share capital of Kopane which is recommended by the Kopane directors.

 

Firestone has received irrevocable undertakings to vote in favour of the Firestone resolutions to be proposed at the Firestone general meeting from the following:

 

Name

Number of Firestone shares

Percentage of current issued share capital of Firestone

James F Kenny

505,765

0.40

Philip Kenny

538,806

0.42

Hugh Jenner-Clarke

586,057

0.46

James Kenny

157,023

0.12

Michael Hampton

190,712

0.15

William Douglas

Baxter

22,000

0.02

JP Morgan Fleming

13,059,536

10.21

Axa Framlington

8,383,600

6.56

Blenheim

7,508,531

5.87

Aurora

7,200,000

5.63

 

The undertakings from the Firestone directors, Blenheim and Aurora remain binding unless the Offer lapses or is withdrawn. The undertaking from Axa Framlington shall lapse (i) if the Admission Document is not issued prior to 20 August 2010 (or such later date as Firestone and Kopane may agree); or (ii) in the event that any third party announces an intention to make a general offer to acquire the issued share capital of Firestone; or (iii) it transfers or disposes of its Firestone shares. The undertaking from JP Morgan Fleming will terminate in the event that: (i) the Admission Document and the Scheme Document are not issued prior to 20 August 2010 (or such other date as Firestone and Kopane may agree); or (ii) the Scheme does not become effective, lapses or is withdrawn in accordance with its terms; or (iii) a third party announces an intention to make a general offer to acquire the issued share capital of Firestone which is recommended by the Firestone directors, or (iv) a third party announces an intention to make a general offer to acquire the issued share capital of Kopane which is recommended by the Kopane directors.

 

 

3.         POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER MAKING THE DISCLOSURE

 

Details of any interests, short positions and rights to subscribe of any person acting in concert with the party to the offer making the disclosure:

 

Director

Number of Firestone shares held

Percentage of current issued share capital of Firestone

James F Kenny

505,765

0.40

Philip Kenny

538,806

0.42

Hugh Jenner-Clarke

586,057

0.46

James Kenny

157,023

0.12

Michael Hampton

190,712

0.15

William Douglas

Baxter

22,000

0.02

 

 

Name

Date of grant

Exercise price per Firestone share (p)

Number of Firestone shares under option

James F Kenny

30.01.2004

41

350,000

Philip Kenny

30.01.2004

41

350,000

Hugh Jenner-Clarke

30.01.2004

41

350,000

James Kenny

30.01.2004

41

200,000

Michael Hampton

30.01.2004

41

110,000

 

Williams de Broe, a company in the same group as Evolution Securities Limited, held 236,550 Ordinary Shares on behalf of discretionary and advisory clients.

 

 

 

If there are positions or rights to subscribe to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 3 for each additional class of relevant security.

 

Details of any open derivative or option positions, or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

 

Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

 

4.         OTHER INFORMATION

 

(a)        Indemnity and other dealing arrangements

 

Details of any indemnity or option arrangement, or any agreement or understanding, formal or informal, relating to relevant securities which may be an inducement to deal or refrain from dealing entered into by the party to the offer making the disclosure or any person acting in concert with it:

If there are no such agreements, arrangements or understandings, state "none"

None

 

 

 

(b)        Agreements, arrangements or understandings relating to options or derivatives

 

Details of any agreement, arrangement or understanding, formal or informal, between the party to the offer making the disclosure, or any person acting in concert with it, and any other person relating to:

(i)  the voting rights of any relevant securities under any option; or

(ii) the voting rights or future acquisition or disposal of any relevant securities to which any derivative is referenced:

If there are no such agreements, arrangements or understandings, state "none"

None

 

 

 

(c)        Attachments

 

Are any Supplemental Forms attached?

 

Supplemental Form 8 (Open Positions)

NO

Supplemental Form 8 (SBL)

NO

 

 

Date of disclosure:

29 July 2010

Contact name:

Philip Kenny

Telephone number:

+44 (0)20 8834 1028

 

 

Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service and must also be emailed to the Takeover Panel at [email protected].  The Panel's Market Surveillance Unit is available for consultation in relation to the Code's dealing disclosure requirements on +44 (0)20 7638 0129.

 

The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.

 


This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
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