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Kopane Diamond Dev. (KDD)

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Tuesday 04 May, 2010

Kopane Diamond Dev.

Form 8 (OPD) Kopane

RNS Number : 1846L
Kopane Diamond Developments PLC
04 May 2010
 

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:

Kopane Diamond Developments plc

 

(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

Kopane Diamond Developments plc

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

OFFEREE

(e) Date position held:

3 May 2010

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

NO

If YES, specify which:

 

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:

 


 

 

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:

Nil

N/A

Nil

N/A

 

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:

None

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):

N/A

 

 

 

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:

 

See below.

 

 

Director of Kopane

Number of shares held

Percentage of issued share capital

Share options held

Option exercise price per share

Exercise period

James Seymour Cable

 

Nil

N/A

1,400,000

10p

29 August 2008 to 29 August 2018

Buddy James Doyle

Nil

N/A

750,000

10p

29 August 2008 to 29 August 2018

Andrew Campbell Birnie

 

Nil

N/A

1,200,000

10p

29 August 2008 to 29 August 2018

Michael John Carter Wittet

Nil

N/A

500,000

10p

29 August 2008 to 29 August 2018


Nil

N/A

750,000

14.5p

21 September 2010 to 20 September 2019

Edward Marlow

Nil

N/A

500,000

10p

29 August 2008 to 29 August 2018

 

Person(s) acting in concert with Kopane

 

Number of shares held

Percentage of issued share capital

Obtala Resources plc (Note 1) (Note 2)

 

17,397,222

5.77 per cent.

Spreadex Limited (Note 2)

 

32,201,444

10.68 per cent.

Mantle Diamonds Limited (Note 3)

2,000,000

0.6 per cent.

 

Note 1:  Mr Francesco Scolaro (Kopane's non-executive chairman) is the executive chairman of Obtala Resources plc.  Mr Scolaro is the controlling shareholder of Grandinex International Corp. which in turn holds 32.73 per cent. of Obtala Resources plc.  Mr Scolaro holds no direct interest, nor holds share options, in Kopane.

 

Note 2:  Obtala Resources plc holds 17,397,222 shares directly and 32,201,444 shares indirectly in Kopane through a financial instrument held by Spreadex Limited and is therefore interested in an aggregate of 49,598,666 shares representing 16.45 per cent. of the issued share capital.

 

Note 3:  In January 2008 Kopane entered into a joint venture agreement with Mantle Diamonds Limited.  The joint venture entity, European Diamonds Limited is owned 83 per cent. by Kopane and 17 per cent. by Mantle Diamonds Limited.  Mantle Diamonds Limited is deemed to be acting in concert with Kopane as pursuant to the terms of the joint venture agreement, they have control of the day to day management of European Diamonds Limited and therefore, despite their economic interest, are regarded as controlling more than 20 per cent.

 

Person acting in concert with Kopane

 

Number of warrants

Exercise price per share

Issue date

Expiry date

FinnCap Limited (formerly JMFinn Capital Markets Limited)

 

1,500,000

25p

17 November 2009

16 November 2014

 

 

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:

4 May 2010

Contact name:

James Cable

Telephone number:

+44 (0) 20 7963 9593

 

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
 
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