TIDMFDI
RNS Number : 2288L
Firestone Diamonds PLC
28 July 2011
THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR
DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN, INTO
OR FROM THE UNITED STATES, JAPAN, CANADA OR AUSTRALIA OR ANY OTHER
JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A BREACH OF THE
RELEVANT SECURITIES LAWS OF SUCH JURISDICTION.
Firestone Diamonds plc
Financing to raise GBP13.5 million and Lesotho and Botswana
development update
LONDON: 28th July, 2011
Firestone Diamonds plc, ("Firestone" or "the Company"), the
AIM-quoted diamond mining and exploration company (ticker:
AIM:FDI), is pleased to announce a financing to raise GBP13.5
million and to provide an update on development plans for its
diamond mining and evaluation projects in Lesotho and Botswana.
HIGHLIGHTS
Placing
-- Placing of 48,649,000 new ordinary shares to raise
GBP13.5 million before expenses
-- Use of proceeds
- accelerate development work at Liqhobong Mine
- complete grid power connection at BK11 Mine
- commence evaluation of BK16 and other Orapa kimberlites
- other working capital purposes
Liqhobong Mine, Lesotho
-- Work on definitive feasibility study for Plant 2
expansion project to be accelerated
-- Work to commence on infrastructure required to support
development of Plant 2
-- Improvements planned to current Plant 1 production
plant
BK11 Mine, Botswana
-- Final work to connect to grid power to be undertaken
Orapa Kimberlites, Botswana
-- Company to recommence Botswana kimberlite evaluation
programme
-- Initial focus on BK16, BK24 and other kimberlites
in the Orapa region
Kokong, Botswana
-- Prospecting licences granted over 68 kimberlites
in the Kokong kimberlite field
-- Eighteen of the kimberlites in the field diamondiferous,
and economic potential considered good
-- Firestone portfolio in Botswana now expanded to 174
kimberlites, of which 48 are diamondiferous
Tim Wilkes, CEO of Firestone Diamonds, commented: "We are very
pleased to have received significant support from existing and new
institutional shareholders for this financing, which will allow us
to accelerate the expansion of production at the Liqhobong Mine and
to expand our activities in Botswana. We have made significant
progress at Liqhobong, with grades and diamond prices increasing
substantially since production commenced in February 2011. In
Botswana, we are pleased with the progress that we are making at
the BK11 Mine and that we are now in a position to recommence
evaluation activities on our portfolio of 174 kimberlites, which we
believe has the potential for further economic discoveries."
Liqhobong Mine, Lesotho
Firestone recently appointed Dowding Reynard and Associates
("DRA") to complete a Definitive Feasibility Study ("DFS") and
undertake detailed engineering studies for the planned 4.2 million
tonnes per annum ("mtpa") Plant 2 development project. Following an
initial review with DRA, the Company has decided to accelerate work
on the DFS and to accelerate development at Liqhobong by commencing
work on the tailings dam and related infrastructure that will be
required to support Plant 2. Discussions are currently under way
with a number of lenders in relation to debt financing for the
construction of Plant 2. These discussions are expected to be
concluded shortly after completion of the DFS.
Following a review with DRA, the Company has also decided to
make a number of further modifications to Plant 1 in addition to
the capacity expansion to 1.3 mtpa that is currently being
undertaken. These modifications are expected to further improve
plant availability and throughput and are planned to be completed
in the second half of 2011.
BK11 Mine, Botswana
Following the significant increases that have been achieved in
diamond liberation and grade since the secondary crushing circuit
went into operation at the beginning of July 2011, the Company has
decided to carry out the final work required to connect BK11 to the
new power line being constructed by Botswana Power Corporation. It
is expected that grid power will be available at BK11 in Q3 2011,
which will result in both lower costs and improved production plant
availability.
Orapa Kimberlite Evaluation Programme
Over the past two years, Firestone has primarily focused its
efforts on the development of its mining operations at Liqhobong
and BK11. With both mines now in production and development work
progressing well, the Company has decided to recommence its
Botswana kimberlite evaluation programme. The evaluation programme
will initially focus on BK16, BK24 and other high interest
kimberlites in the Orapa region that can be evaluated and exploited
using the infrastructure that the Company has established at BK11,
but will then be expanded in 2012 to include the high interest
kimberlites identified at Kokong and Tsabong.
Kokong, Botswana
Firestone has been granted new prospecting licences over 68
kimberlites in the Kokong kimberlite field in Botswana. The Kokong
kimberlite field is located approximately 150 kilometres west of
Jwaneng, the world's richest diamond mine. A total of 76
kimberlites have been discovered in Kokong through work carried out
by Falconbridge in the 1970's and more recent work carried out by
Rio Tinto and others.
Only a limited amount of microdiamond and macrodiamond sampling
has been carried out at Kokong, but the work that has been done has
confirmed that 18 of the kimberlites in the Kokong field are
diamondiferous. The Company considers the results from a number of
the kimberlites to be very encouraging and that the potential for
economic kimberlites to be present in the Kokong field is good.
Kimberlite K295 is considered to be of high interest, having
produced good indicator mineral geochemistry and been proven to
contain macrodiamonds by limited percussion drilling and sampling.
There are also in excess of 200 geophysical targets that have not
yet been drilled, and the potential for the discovery of new
kimberlites in the area is believed to be very good.
Firestone now controls a total of 174 kimberlites in Botswana -
22 in the Orapa field, 84 in the Tsabong field and 68 in the Kokong
field - of which 48 have been proven to be diamondiferous.
Placing and General Meeting
The Company has conditionally raised approximately GBP13.5
million (before expenses) through the placing of 48,649,000 new
Ordinary Shares at a placing price of 27.75 pence per Ordinary
Share with investment institutions and other investors. Of the
48,649,000 new Ordinary Shares placed, 28,865,000 have been placed
within the existing authorities granted to the Directors raising
approximately GBP8,010,038 (the "First Placing Shares"). The
placing of the balance of the 19,784,000 new Ordinary Shares is
conditional on the Company obtaining approval from Shareholders to
a dis-application of pre-emption rights in relation to their
allotment and subject to such approval from Shareholders, will
raise the balance of GBP5,490,060 (the "Second Placing Shares")
Whilst the placing of the First Placing Shares has been effected
within the existing authorities granted to the Directors and is
conditional only on Admission, the directors of the Company (the
"Directors") do not currently have sufficient authority to disapply
pre-emption rights in relation to the allotment of the Second
Placing Shares. Consequently, the Second Placing is conditional,
inter alia, upon the Company obtaining such approval from its
shareholders at a general meeting, to be convened for 30th August
2011 (the "General Meeting"). A circular and notice in respect of
the General Meeting will be sent to shareholders in coming days and
will be posted on the Company's website.
The Placing Price represents middle market price of 27.75 pence
per ordinary share of the Company on 27th July 2011. The First
Placing Shares will, on the basis of current issued share capital,
represent approximately 8.18 per cent. of the Company's enlarged
issued ordinary share capital immediately following admission to
trading on AIM.
The total funds raised from the Placing (net of expenses) of
approximately GBP12.8 million will be used for the following
purposes:
Item Amount (GBPm)
------------------------------------ --------------
Liqhobong Plant 2 tailings dam 4.4
------------------------------------ --------------
Liqhobong Plant 2 DFS 1.0
------------------------------------ --------------
Liqhobong Plant 1 improvements 3.5
------------------------------------ --------------
BK11 power line 1.3
------------------------------------ --------------
Botswana kimberlite evaluation 0.5
------------------------------------ --------------
Working capital and other purposes 2.1
------------------------------------ --------------
A copy of the investor presentation will be made available on
the Company's website, www.firestonediamonds.com.
The Placing
Pursuant to the terms of a placing agreement between the Company
and Mirabaud Securities LLP ("Mirabaud Securities") (the "Placing
Agreement"), Mirabaud Securities has agreed to use its reasonable
endeavours, as agents for the Company, to place the First Placing
Shares and the Second Placing Shares (together the "Placing
Shares") at the Placing Price with certain institutional and other
investors. In consideration for providing such services, the
Company has agreed to pay Mirabaud Securities a commission of 5 per
cent. of the total gross proceeds raised under the Placing.
The obligations of Mirabaud Securities in respect of the First
Placing Shares under the Placing Agreement are conditional, inter
alia, upon admission of the First Placing Shares to trading on AIM
becoming effective in accordance with the AIM Rules by not later
than 3rd August 2011 (or such later time as the Company and
Mirabaud may agree, being not later than 12 August 2011) ("First
Admission").
The obligations of Mirabaud Securities in respect of the Second
Placing Shares under the Placing Agreement are conditional, inter
alia, upon the passing of the resolution at the General Meeting and
admission of the Second Placing Shares to trading on the AIM
becoming effective in accordance with the AIM Rules by not later
than 31 August 2011 (or such later time as the Company and Mirabaud
Securities may agree, being not later than 9 September 2011)
("Second Admission").
The Placing Agreement contains warranties from the Company in
favour of Mirabaud in relation to, inter alia, the accuracy of the
information contained in this announcement and the investor
presentation certain other matters relating to the Group and its
business. In addition, the Company has agreed to indemnify Mirabaud
Securities in relation to certain liabilities they may incur in
respect of the Placing, except in certain limited
circumstances.
Mirabaud Securities has rights, at any time prior to the Second
Admission, to terminate its obligations under the Placing Agreement
(to the extent not already performed) in certain limited
circumstances. Such circumstances include, inter alia, material
breach by the Company of the terms of the Placing Agreement or any
warranty therein being untrue, inaccurate or misleading in any
material respect.
The First Placing Shares and the Second Placing Shares will,
when issued, rank pari passu in all respects with the existing
ordinary shares in the Company including the right to receive any
dividends and other distributions declared following First
Admission and Second Admission (as applicable).
Admission and Dealings
Application will be made for both the First Placing Shares and
the Second Placing Shares to be admitted to trading on AIM. It is
expected that trading of the First Placing Shares will commence at
8.00 am on 3rd August 2011 and trading of the Second Placing Shares
will commence at 8.00 am on 31 August 2011.
Issued Share Capital
Following admission to AIM of the First Placing Shares, the
total issued ordinary share capital of the Company will be
352,829,111 ordinary shares of 20 pence each in the Company, all of
which have voting rights.
For further information, visit the Company's web site at
www.firestonediamonds.com or contact:
+44 20 8834 1028/+44 7831
324 645
Philip Kenny, Firestone Diamonds +27 78 457 6623/+267 713
Tim Wilkes, Firestone Diamonds 77686
Rory Scott, Mirabaud Securities
(Nominated Broker) +44 20 7878 3360
Alexander Dewar, Brewin Dolphin
(Nominated Adviser) +44 131 529 0276
Jos Simson / Emily Fenton, Tavistock +44 20 7920 3150/+44 7899
Communications 870 450
Background information on Firestone Diamonds:
Firestone Diamonds plc is an international diamond mining and
exploration company with operations focused on Lesotho and
Botswana. Firestone operates the Liqhobong Mine in Lesotho and the
BK11 Mine in Botswana. Firestone is also the largest holder of
mineral rights in Botswana's diamondiferous kimberlite fields,
controlling approximately 10,000 square kilometres around the major
Orapa and Jwaneng mines and the entire Tsabong kimberlite field. In
addition to Liqhobong and BK11, Firestone has 108 kimberlites in
its portfolio, of which 30 have been proven to be
diamondiferous.
Lesotho is emerging as one of Africa's significant new diamond
producers, and hosts Gem Diamonds' Letseng Mine, Firestone's
Liqhobong Mine as well as the Kao and Mothae development projects.
Botswana is the world's largest and lowest cost producer of
diamonds, with annual production worth over $2.5 billion, and is
considered to be one of the most prospective countries in the world
to explore for diamonds.
Note: The technical information in this statement has been
reviewed by Mr. Tim Wilkes, BSc, MSAIMM, who is a qualified person
for the purposes of the AIM Guidance Note for Mining, Oil and Gas
Companies. Mr. Wilkes is Chief Executive Officer of Firestone
Diamonds plc and has over 26 years experience in diamond mining and
exploration. Mr. Wilkes is a member of the sub-committee for
diamonds of the South African Mineral Resource Committee
(SAMREC).
DISCLAIMER
Brewin Dolphin Limited ("Brewin Dolphin") is acting as nominated
adviser to the Company for the purpose of the AIM Rules. Mirabaud
Securities LLP ("Mirabaud Securities"), which is authorised and
regulated in the United Kingdom by the Financial Services
Authority, is acting exclusively for the Company in relation to the
Placing. Neither Mirabaud Securities nor Brewin Dolphin is acting
for any other person in connection with the matters referred to in
this announcement and they will not be responsible to anyone other
than the Company for providing the protections afforded to clients
of Mirabaud Securities or Brewin Dolphin for giving advice in
relation to the matters referred to in this announcement.
This announcement has been issued by the Company and is the sole
responsibility of the Company.
This announcement does not constitute a prospectus relating to
the Company and has not been approved by the UK Listing Authority,
nor does it constitute or form any part of any offer or invitation
to purchase, sell or subscribe for, or any solicitation of any such
offer to purchase, sell or subscribe for, any securities in the
Company under any circumstances, and in any jurisdiction, in which
such offer or solicitation is unlawful. Accordingly, copies of this
announcement are not being and must not be mailed or otherwise
distributed or sent in or into or from the United States, Canada,
Australia or Japan or any other jurisdiction if to do so would
constitute a violation of the relevant laws of, or require
registration thereof in, such jurisdiction or to, or for the
account or benefit of, any United States, Canadian, Australian or
Japanese person and any person receiving this announcement,
(including, without limitation, custodians, nominees and trustees)
must not distribute or send it, in whole or in part, in or into or
from the United States, Canada, Australia or Japan.
Appendix I
TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION FOR PLACEES ONLY REGARDING THE
PLACING.
THIS ANNOUNCEMENT, INCLUDING THE APPENDICES AND THE INFORMATION
CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE
OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE
UNITED STATES, CANADA, AUSTRALIA, JAPAN OR ANY JURISDICTION IN
WHICH THE SAME WOULD BE UNLAWFUL.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL,
TAX, BUSINESS AND RELATED ASPECTS OF A SUBSCRIPTION FOR THE PLACING
SHARES.
Details of the Placing
Mirabaud Securities has today entered into an agreement with
Firestone (the "Placing Agreement") under which, subject to the
conditions set out in that agreement, Mirabaud Securities has
agreed to use its reasonable endeavours to procure subscribers for
Placing Shares at the Placing Price with certain institutional and
other investors.
The Placing Shares will, when issued, rank pari passu in all
respects with the Existing Common Shares, including the right to
receive dividends and other distributions declared, made or paid
following Admission.
Application for admission to trading
Application will be made to the London Stock Exchange for
admission of both the First Placing Shares and the Second Placing
Shares to trading on AIM. It is expected that Admission will become
effective and that dealings in the First Placing Shares will
commence on AIM at 8.00 a.m. on 3 August 2011 and that dealings in
the Second Placing Shares will commence on AIM at 8.00 a.m. on 31
August 2011 time.
Participation in, and principal terms of, the Placing
Mirabaud Securities is arranging the Placing as agent for and on
behalf of the Company. Mirabaud Securities will determine in its
absolute discretion the extent of each Placee's participation in
the Placing, which will not necessarily be the same for each
Placee.
Each Placee will be required to pay to Mirabaud Securities, on
the Company's behalf, the Placing Price for each Placing Share
agreed to be acquired by it under the Placing in accordance with
the terms set out herein. Each Placee's obligation to acquire and
pay for Placing Shares under the Placing will be owed to Mirabaud
Securities and the Company. Each Placee has an immediate, separate,
irrevocable and binding obligation, owed to Mirabaud Securities, to
pay to it (or as it may direct) in cleared funds an amount equal to
the product of the Placing Price and the number of Placing Shares
such Placee has agreed to subscribe for. Each Placee will be deemed
to have read and understood the Appendices in their entirety, to be
participating in the Placing upon the terms and conditions
contained in the Appendices, and to be providing the
representations, warranties, agreements, acknowledgements and
undertakings, in each case as contained in the Appendices. To the
fullest extent permitted by law and applicable Financial Services
Authority ("FSA") rules (the "FSA Rules"), neither (i) Mirabaud
Securities, (ii) any of its directors, officers, employees or
consultants, or (iii) to the extent not contained within (i) or
(ii), any person connected with Mirabaud Securities as defined in
the FSA Rules ((i), (ii) and (iii) being together "affiliates" and
individually an "affiliate"), shall have any liability to Placees
or to any person other than the Company in respect of the
Placing.
Conditions of the Placing
The obligations of Mirabaud Securities under the Placing
Agreement in respect of the First Placing Shares are conditional
on, amongst other things:
(a) the Company having complied with its obligations under the
Placing Agreement (to the extent that such obligations fall to be
performed prior to Admission); and
(b) Admission of the First Placing Shares having occurred not
later than 8.00 a.m. 3 August 2011 or such later date as the
Company and Mirabaud Securities may agree, but in any event not
later than 8.00 a.m. on 12 August 2011.
The obligations of Mirabaud Securities under the Placing
Agreement in respect of the Second Placing Shares are conditional
on, amongst other things:
(a) the Company having complied with its obligations under the
Placing Agreement (to the extent that such obligations fall to be
performed prior to Admission); and
(b) Admission of the First Placing Shares having become
effective;
(c) the passing of the Resolution;
(d) Admission of the Second Placing Shares having occurred not
later than 8.00 a.m. 31 August 2011 or such later date as the
Company and Mirabaud Securities may agree, but in any event not
later than 8.00 a.m. on 9 September 2011.
If any of the conditions contained in the Placing Agreement in
relation to the relevant Placing Shares are not fulfilled or waived
by Mirabaud Securities, by the respective time or date where
specified, the Placing will not proceed (save to the extent already
performed) and the Placee's rights and obligations hereunder in
relation to the Placing Shares (save to the extent already
performed) shall cease and terminate at such time and each Placee
agrees that no claim can be made by the Placee in respect
thereof.
Mirabaud Securities may, at its discretion and upon such terms
as it thinks fit, waive compliance by the Company with the whole or
any part of any of the Company's obligations in relation to the
conditions in the Placing Agreement. Any such extension or waiver
will not affect Placees' commitments as set out in this
Announcement.
None of Mirabaud Securities, the Company or any other person
shall have any liability to any Placee (or to any other person
whether acting on behalf of a Placee or otherwise) in respect of
any decision they may make as to whether or not to waive or to
extend the time and/or the date for the satisfaction of any
condition to the Placing nor for any decision they may make as to
the satisfaction of any condition or in respect of the Placing
generally, and by participating in the Placing each Placee agrees
that any such decision is within the absolute discretion of
Mirabaud Securities.
Termination of the Placing Agreement
Mirabaud Securities is entitled, at any time before relevant
Admission, to terminate the Placing Agreement in relation to its
obligations in respect of the Placing Shares (save to the extent
already performed) by giving notice to the Company if, amongst
other things:
(a) the Company fails, in any material respect, to comply with
any of its obligations under the Placing Agreement; or
(b) it comes to the notice of Mirabaud Securities that any
statement contained in any document or announcement issued or
published by or on behalf of the Company in connection with the
Placing was untrue, incorrect or misleading at the date thereof in
any respect which Mirabaud Securities (acting reasonably) considers
to be material in the context of the Placing; or
(c) any of the warranties given by the Company in the Placing
Agreement has ceased to be true and accurate in any respect which
Mirabaud Securities (acting reasonably) considers to be material in
the context of the Placing; or
(d) there happens, develops or comes into effect: i) a general
moratorium on commercial banking activities in London declared by
the relevant authorities or a material disruption in commercial
banking or securities settlement or clearance services in the
United Kingdom; or ii) the outbreak or escalation of hostilities or
acts of terrorism involving the United Kingdom or the declaration
by the United Kingdom of a national emergency or war or any other
occurrence of any kind which in any such case (by itself or
together with any other such occurrence) in Mirabaud Securities'
reasonable opinion is likely to materially and adversely affect the
market's position or prospects of the Group taken as a whole; or
iii) any other crisis of international or national effect or any
change in any currency exchange rates or controls or in any
financial, political, economic or market conditions or in market
sentiment which, in any such case, in Mirabaud Securities'
reasonable opinion is materially adverse.
Upon such termination, the parties to the Placing Agreement
shall be released and discharged (except for any liability arising
before or in relation to such termination and save to the extent
already performed) from their respective obligations under or
pursuant to the Placing Agreement subject to certain
exceptions.
By participating in the Placing, Placees agree that the exercise
by Mirabaud Securities of any right of termination or other
discretion under the Placing Agreement shall be within the absolute
discretion of Mirabaud Securities and that they need not make any
reference to Placees and that they shall have no liability to
Placees whatsoever in connection with any such exercise or failure
so to exercise.
No prospectus
No offering document, prospectus or admission document has been
or will be submitted to be approved by the FSA or submitted to the
London Stock Exchange in relation to the Placing and Placees'
commitments will be made solely on the basis of the information
contained in this Announcement (including the Appendices) released
by the Company today, and subject to the further terms set forth in
the contract note to be provided to individual prospective
Placees.
Each Placee, by accepting a participation in the Placing, agrees
that the content of this Announcement (including the Appendices) is
exclusively the responsibility of the Company and confirms that it
has neither received nor relied on any other information,
representation, warranty, or statement made by or on behalf of the
Company or Mirabaud Securities or any other person and none of
Mirabaud Securities nor the Company nor any other person will be
liable for any Placee's decision to participate in the Placing
based on any other information, representation, warranty or
statement which the Placees may have obtained or received. Each
Placee acknowledges and agrees that it has relied on its own
investigation of the business, financial or other position of the
Company in accepting a participation in the Placing. Nothing in
this paragraph shall exclude the liability of any person for
fraudulent misrepresentation.
Registration and settlement
Settlement of transactions in the Placing Shares following
Admission will take place within the system administered by
Euroclear UK & Ireland Limited ("CREST"), subject to certain
exceptions. The Company reserves the right to require settlement
for and delivery of the Placing Shares (or a portion thereof) to
Placees in certificated form if, in Mirabaud Securities' opinion,
delivery or settlement is not possible or practicable within the
CREST system or would not be consistent with the regulatory
requirements in the Placee's jurisdiction.
Participation in the Placing is only available to persons who
are invited to participate in it by Mirabaud Securities.
A Placee's commitment to acquire a fixed number of Placing
Shares under the Placing will be agreed orally with Mirabaud
Securities. Such agreement will constitute a legally binding
commitment on such Placee's part to acquire that number of Placing
Shares at the Placing Price on the terms and conditions set out or
referred to in the Appendices and subject to the Company's
Memorandum and Articles of Association.
After such agreement is entered into, each Placee allocated
Placing Shares in the Placing will be sent contract notes stating
the number of First Placing Shares and Second Placing Shares
allocated to it at the Placing Price and settlement
instructions.
Each Placee agrees that it will do all things necessary to
ensure that delivery and payment is completed in accordance with
the standing CREST or certificated settlement instructions that it
has in place with Mirabaud Securities. Settlement should be through
Mirabaud Securities against CREST ID: 834, account designation:
CLEARING. For the avoidance of doubt, Placing allocations will be
booked with a trade date of 28 July 2011 and settlement date of 3
August 2011 for the First Placing Shares and a settlement date of
31 August 2011 for the Second Placing Shares.
The Company will deliver the Placing Shares to the CREST
accounts operated by Mirabaud Securities as agent for the Company
and Mirabaud Securities will enter its delivery (DEL) instruction
into the CREST system. The input to CREST by a Placee of a matching
or acceptance instruction will then allow delivery of the relevant
Placing Shares to that Placee against payment.
It is expected that settlement will take place on 3 August 2011
for the First Placing Shares and 31 August 2011 for the Second
Placing Shares, on a delivery versus payment basis.
Interest is chargeable daily on payments not received from
Placees on the due date in accordance with the arrangements set out
above at the rate of two percentage points above LIBOR as
determined by Mirabaud Securities.
Each Placee is deemed to agree that, if it does not comply with
these obligations, the Company may sell any or all of the Placing
Shares allocated to that Placee on such Placee's behalf and retain
from the proceeds, for the Company's account and benefit, an amount
equal to the aggregate amount owed by the Placee plus any interest
due. The relevant Placee will, however, remain liable for any
shortfall below the aggregate amount owed by it and may be required
to bear any stamp duty or stamp duty reserve tax (together with any
interest or penalties) which may arise upon the sale of such
Placing Shares on such Placee's behalf.
If Placing Shares are to be delivered to a custodian or
settlement agent, Placees should ensure that the trade confirmation
is copied and delivered immediately to the relevant person within
that organisation. Insofar as Placing Shares are registered in a
Placee's name or that of its nominee or in the name of any person
for whom a Placee is contracting as agent or that of a nominee for
such person, such Placing Shares should, subject as provided below,
be so registered free from any liability to UK stamp duty or stamp
duty reserve tax. Placees will not be entitled to receive any fee
or commission in connection with the Placing.
Representations and warranties
By participating in the Placing each Placee (and any person
acting on such Placee's behalf) acknowledges, undertakes,
represents, warrants and agrees (as the case may be) the following.
It:
1. has read this Announcement, including the Appendices, in its
entirety;
2. acknowledges and agrees that no offering document, prospectus
or admission document has been or will be prepared in connection
with the Placing and represents and warrants that it has not
received a prospectus, admission document or other offering
document in connection with the Placing or the Placing Shares;
3. acknowledges that the ordinary shares in the capital of the
Company are admitted to trading on AIM, and the Company is
therefore required to publish certain business and financial
information in accordance with the rules and practices of AIM
(collectively, the "Exchange Information"), which includes a
description of the nature of the Company's business and the
Company's most recent balance sheet and profit and loss account and
that it is able to obtain or access such Exchange Information
without undue difficulty and is able to obtain access to such
information or comparable information concerning any other publicly
traded company without undue difficulty;
4. acknowledges that none Mirabaud Securities nor the Company
nor any of their respective affiliates or any person acting on
behalf of any of them has provided, and will not provide, it with
any material regarding the Placing Shares or the Company other than
this Announcement; nor has it requested any of Mirabaud Securities,
the Company, any of their respective affiliates or any person
acting on behalf of any of them to provide it with any such
information;
5. acknowledges that (i) it and, if different, the beneficial
owner of the Placing Shares is not, and at the time the Placing
Shares are acquired will not be located in or residents of a
Restricted Jurisdiction and (ii) the Placing Shares have not been
and will not be registered under the securities legislation of the
United States, Canada, Australia or Japan and, subject to certain
exceptions, may not be offered, sold, taken up, renounced or
delivered or transferred, directly or indirectly, in or into those
jurisdictions;
6. acknowledges that the content of this Announcement is
exclusively the responsibility of the Company and that neither
Mirabaud Securities nor any person acting on its behalf has or
shall have any liability for any information, representation or
statement contained in this Announcement or any information
previously published by or on behalf of the Company and will not be
liable for any Placee's decision to participate in the Placing
based on any information, representation or statement contained in
this Announcement or otherwise. Each Placee further represents,
warrants and agrees that the only information on which it is
entitled to rely and on which such Placee has relied in committing
itself to subscribe for the Placing Shares is contained in this
Announcement and any information previously published by the
Company by notification to a Regulatory Information Service, such
information being all that it deems necessary to make an investment
decision in respect of the Placing Shares and that it has neither
received nor relied on any other information given or
representations, warranties or statements made by Mirabaud
Securities or the Company and neither Mirabaud Securities nor the
Company will be liable for any Placee's decision to accept an
invitation to participate in the Placing based on any other
information, representation, warranty or statement. Each Placee
further acknowledges and agrees that it has relied on its own
investigation of the business, financial or other position of the
Company in deciding to participate in the Placing;
7. acknowledges that neither Mirabaud Securities nor any person
acting on behalf of it nor any of its affiliates has or shall have
any liability for any publicly available or filed information, or
any representation relating to the Company, provided that nothing
in this paragraph excludes the liability of any person for
fraudulent misrepresentation made by that person;
8. represents and warrants that neither it, nor the person
specified by it for registration as a holder of Placing Shares is,
or is acting as nominee or agent for, and that the Placing Shares
will not be allotted to, a person who is or may be liable to stamp
duty or stamp duty reserve tax under any of sections 67, 70, 93 and
96 of the Finance Act 1986 (depositary receipts and clearance
services);
9. represents and warrants that it has complied with its
obligations in connection with money laundering and terrorist
financing under the Proceeds of Crime Act 2002, the Terrorism Act
2000, the Terrorism Act 2006 and the Money Laundering Regulations
2007 (the "Regulations") and, if making payment on behalf of a
third party, that satisfactory evidence has been obtained and
recorded by it to verify the identity of the third party as
required by the Regulations;
10. if a financial intermediary, as that term is used in Article
3(2) of EU Directive 2003/71/EC (the "Prospectus Directive")
(including any relevant implementing measure in any member state),
represents and warrants that the Placing Shares subscribed for by
it in the Placing will not be acquired on a non-discretionary basis
on behalf of, nor will they be acquired with a view to their offer
or resale to, persons in a member state of the European Economic
Area which has implemented the Prospectus Directive other than to
qualified investors, or in circumstances in which the prior consent
of Mirabaud Securities has been given to the proposed offer or
resale;
11. represents and warrants that it has not offered or sold and,
prior to the expiry of a period of six months from Admission, will
not offer or sell any Placing Shares to persons in the United
Kingdom, except to persons whose ordinary activities involve them
in acquiring, holding, managing or disposing of investments (as
principal or agent) for the purposes of their business or otherwise
in circumstances which have not resulted and which will not result
in an offer to the public in the United Kingdom within the meaning
of section 85(1) of the Financial Services and Markets Act 2000
("FSMA");
12. represents and warrants that it has not offered or sold and
will not offer or sell any Placing Shares to persons in the
European Economic Area prior to Admission except to persons whose
ordinary activities involve them in acquiring, holding, managing or
disposing of investments (as principal or agent) for the purposes
of their business or otherwise in circumstances which have not
resulted in and which will not result in an offer to the public in
any member state of the European Economic Area within the meaning
of the Prospectus Directive (Directive 2003/71/EC) (including any
relevant implementing measure in any member state);
13. represents and warrants that it has only communicated or
caused to be communicated and will only communicate or cause to be
communicated any invitation or inducement to engage in investment
activity (within the meaning of section 21 of FSMA) relating to the
Placing Shares in circumstances in which section 21(1) of FSMA does
not require approval of the communication by an authorised
person;
14. represents and warrants that it has complied and will comply
with all applicable provisions of FSMA with respect to anything
done by it in relation to the Placing Shares in, from or otherwise
involving, the United Kingdom;
15. (a) represents and warrants that it is a person falling
within Article 19(5) and/or Article 49(2)(a) to (d) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order
2005 or is a person to whom this Announcement may otherwise be
lawfully communicated; and
(b) Acknowledges that any offer of Placing Shares may only be
directed at persons in member states of the European Economic Area
who are "qualified investors" within the meaning of Article 2(1)(e)
of the Prospectus Directive and represents and agrees that it is
such a qualified investor;
16. represents and warrants that it is entitled to subscribe for
Placing Shares under the laws of all relevant jurisdictions which
apply to it, and that its subscription of the Placing Shares will
be in compliance with applicable laws and regulations in the
jurisdiction of its residence, the residence of the Company, or
otherwise;
17. undertakes that it (and any person acting on its behalf)
will make payment for the Placing Shares allocated to it in
accordance with this Announcement on the due time and date set out
herein, failing which the relevant Placing Shares may be placed
with other subscribers or sold as Mirabaud Securities may in its
discretion determine and without liability to such Placee;
18. acknowledges that neither Mirabaud Securities, nor any of
its affiliates, nor any person acting on behalf of any of them, is
making any recommendations to it, advising it regarding the
suitability of any transactions it may enter into in connection
with the Placing and that participation in the Placing is on the
basis that it is not and will not be a client of Mirabaud
Securities for the purposes of the Placing and that Mirabaud
Securities has no duties or responsibilities to it for providing
the protections afforded to its clients or for providing advice in
relation to the Placing nor in respect of any representations,
warranties, undertakings or indemnities contained in the Placing
Agreement nor for the exercise or performance of any of its rights
and obligations thereunder including any rights to waive or vary
any conditions or exercise any termination right;
19. undertakes that the person whom it specifies for
registration as holder of the Placing Shares will be (i) itself or
(ii) its nominee, as the case may be. Neither Mirabaud Securities
nor the Company will be responsible for any liability to stamp duty
or stamp duty reserve tax resulting from a failure to observe this
requirement. Each Placee and any person acting on behalf of such
Placee agrees to participate in the Placing and it agrees to
indemnify the Company and Mirabaud Securities in respect of the
same on the basis that the Placing Shares will be allotted to the
CREST stock accounts of Mirabaud Securities who will hold them as
nominee on behalf of such Placee until settlement in accordance
with its standing settlement instructions;
20. acknowledges that these terms and conditions and any
agreements entered into by it pursuant to these terms and
conditions and any non-contractual obligations arising out of or in
connection with such agreements shall be governed by and construed
in accordance with the laws of England and Wales and it submits (on
behalf of itself and on behalf of any person on whose behalf it is
acting) to the exclusive jurisdiction of the English courts as
regards any claim, dispute or matter arising out of any such
contract, except that enforcement proceedings in respect of the
obligation to make payment for the Placing Shares (together with
any interest chargeable thereon) may be taken by the Company or
Mirabaud Securities in any jurisdiction in which the relevant
Placee is incorporated or in which any of its securities have a
quotation on a recognised stock exchange;
21. acknowledges that Mirabaud Securities and its affiliates
will rely upon the truth and accuracy of the representations,
warranties and acknowledgements set forth herein and which are
irrevocable and it irrevocably authorises Mirabaud Securities to
produce this Announcement, pursuant to, in connection with, or as
may be required by any applicable law or regulation, administrative
or legal proceeding or official inquiry with respect to the matters
set forth herein;
22. agrees to indemnify and hold the Company, Mirabaud
Securities and their respective affiliates harmless from any and
all costs, claims, liabilities and expenses (including legal fees
and expenses) arising out of or in connection with any breach of
the representations, warranties, acknowledgements, agreements and
undertakings in the Appendices and further agrees that the
provisions of the Appendices shall survive after completion of the
Placing;
23. represents and warrants that it will acquire any Placing
Shares subscribed for by it for its account or for one or more
accounts as to each of which it exercises sole investment
discretion and it has full power to make the acknowledgements,
representations and agreements herein on behalf of each such
account;
24. acknowledges that its commitment to subscribe for Placing
Shares on the terms set out herein and in the relevant contract
notes will continue notwithstanding any amendment that may in
future be made to the terms of the Placing and that Placees will
have no right to be consulted or require that their consent be
obtained with respect to the Company's conduct of the Placing. The
foregoing representations, warranties and confirmations are given
for the benefit of the Company and Mirabaud Securities. The
agreement to settle a Placee's subscription (and/or the
subscription of a person for whom such Placee is contracting as
agent) free of stamp duty and stamp duty reserve tax depends on the
settlement relating only to the subscription by it and/or such
person direct from the Company for the Placing Shares in question.
Such agreement assumes, and is based on a warranty from each
Placee, that neither it, nor the person specified by it for
registration as holder, of Placing Shares is, or is acting as
nominee or agent for, and that the Placing Shares will not be
allotted to, a person who is or may be liable to stamp duty or
stamp duty reserve tax under any of sections 67, 70, 93 and 96 of
the Finance Act 1986 (depositary receipts and clearance services).
If there are any such arrangements, or the settlement relates to
any other dealing in the Placing Shares, stamp duty or stamp duty
reserve tax may be payable. In that event the Placee agrees that it
shall be responsible for such stamp duty or stamp duty reserve tax,
and neither the Company nor Mirabaud Securities shall be
responsible for such stamp duty or stamp duty reserve tax. If this
is the case, each Placee should seek its own advice and notify
Mirabaud Securities accordingly;
25. understands that no action has been or will be taken by any
of the Company, Mirabaud Securities or any person acting on behalf
of the Company or Mirabaud Securities that would, or is intended
to, permit a public offer of the Placing Shares in any country or
jurisdiction where any such action for that purpose is
required;
26. in making any decision to subscribe for the Placing Shares,
confirms that it has knowledge and experience in financial,
business and international investment matters as is required to
evaluate the merits and risks of subscribing for the Placing
Shares. It further confirms that it is experienced in investing in
securities of this nature in this sector and is aware that it may
be required to bear, and is able to bear, the economic risk of, and
is able to sustain a complete loss in connection with the Placing.
It further confirms that it relied on its own examination and due
diligence of the Company and its associates taken as a whole, and
the terms of the Placing, including the merits and risks
involved;
27. represents and warrants that it has (a) made its own
assessment and satisfied itself concerning legal, regulatory, tax,
business and financial considerations in connection herewith to the
extent it deems necessary; (b) had access to review publicly
available information concerning the Group that it considers
necessary or appropriate and sufficient in making an investment
decision; (c) reviewed such information as it believes is necessary
or appropriate in connection with its subscription of the Placing
Shares; and (d) made its investment decision based upon its own
judgment, due diligence and analysis and not upon any view
expressed or information provided by or on behalf of Mirabaud
Securities;
28. understands and agrees that it may not rely on any
investigation that Mirabaud Securities or any person acting on its
behalf may or may not have conducted with respect to the Company,
its Group, or the Placing and Mirabaud Securities have not made any
representation to it, express or implied, with respect to the
merits of the Placing, the subscription for the Placing Shares, or
as to the condition, financial or otherwise, of the Company, its
Group, or as to any other matter relating thereto, and nothing
herein shall be construed as a recommendation to it to subscribe
for the Placing Shares. It acknowledges and agrees that no
information has been prepared by Mirabaud Securities or the Company
for the purposes of this Placing; and
29. accordingly it acknowledges and agrees that it will not hold
Mirabaud Securities or any of its affiliates or any person acting
on its behalf responsible or liable for any misstatements in or
omission from any publicly available information relating to the
Group or information made available (whether in written or oral
form) in presentations or as part of roadshow discussions with
investors relating to the Group (the "Information") and that
neither Mirabaud Securities nor any person acting on behalf of
Mirabaud Securities, makes any representation or warranty, express
or implied, as to the truth, accuracy or completeness of such
Information or accepts any responsibility for any of such
Information.
By participating in the Placing, each Placee (and any person
acting on a Placee's behalf) subscribing for Placing Shares
acknowledges that: (i) the Placing Shares are being offered and
sold only pursuant to Regulation S under the Securities Act in a
transaction not involving a public offering of securities in the
United States and the Placing Shares have not been and will not be
registered under the Securities Act; and (ii) the offer and sale of
the Placing Shares to it has been made outside of the United States
in an "offshore transaction" (as such term is defined in Regulation
S under the Securities Act) and it is outside of the United States
during any offer or sale of Placing Shares to it.
In addition, Placees should note that they will be liable for
any stamp duty and all other stamp, issue, securities, transfer,
registration, documentary or other duties or taxes (including any
interest, fines or penalties relating thereto) payable outside the
United Kingdom by them or any other person on the subscription by
them of any Placing Shares or the agreement by them to subscribe
for any Placing Shares.
Each Placee and any person acting on behalf of each Placee
acknowledges and agrees that Mirabaud Securities or any of its
affiliates may, at their absolute discretion, agree to become a
Placee in respect of some or all of the Placing Shares.
When a Placee or person acting on behalf of the Placee is
dealing with Mirabaud Securities, any money held in an account with
Mirabaud Securities on behalf of the Placee and/or any person
acting on behalf of the Placee will not be treated as client money
within the meaning of the rules and regulations of the FSA made
under FSMA. The Placee acknowledges that the money will not be
subject to the protections conferred by the client money rules; as
a consequence, this money will not be segregated from Mirabaud
Securities' money in accordance with the client money rules and
will be used by Mirabaud Securities in the course of its own
business; and the Placee will rank only as a general creditor of
Mirabaud Securities.
All times and dates in this Announcement may be subject to
amendment. Mirabaud Securities shall notify the Placees and any
person acting on behalf of the Placees of any changes.
Past performance is no guide to future performance and persons
needing advice should consult an independent financial adviser.
Appendix II
DEFINITIONS
The following definitions apply throughout this Announcement
unless the context otherwise requires:
"Act" the Companies Act 2006 (as amended)
"Admission" admission of the First Placing Shares
or the Second Placing Shares (as the
case may be) to trading on AIM becoming
effective in accordance with Rule 6
of the AIM Rules
"AIM" the market of that name operated by
the London Stock
Exchange
"AIM Rules" the AIM Rules for Companies as published
by the London Stock Exchange from time
to time
"Announcement" means this announcement (including the
appendices to this announcement)
"Company" Firestone Diamonds PLC
"CREST" the relevant system (as defined in the
Uncertificated Securities Regulations
2001) for the paperless settlement of
trades and the holding of uncertificated
securities operated by Euroclear UK
& Ireland Limited
"Directors" or "Board" the directors of the Company, or any
duly authorised committee thereof
"First Placing Shares" 28,865,000 new Ordinary Shares to be
issued by the Company as the first tranche
of the Placing
"FSA" the Financial Services Authority in
its capacity as the competent authority
for the purposes of Part VI of FSMA
"FSMA" the Financial Services and Markets Act
of 2000 (as amended).
"Group" the Company, its subsidiaries and its
subsidiary undertakings
"London Stock Exchange" London Stock Exchange plc
"Mirabaud Securities" Mirabaud Securities LLP, the Company's
Broker
"Ordinary Shares" Ordinary shares of 20 pence each in
the capital of the Company
"Placing" the placing of the Placing Shares at
the Placing Price by Mirabaud Securities
as agent for and on behalf of the Company
pursuant to the terms of the Placing
Agreement
"Placing Agreement" the agreement dated 28 July 2011 between
(i) the Company and (ii) Mirabaud Securities
relating to the Placing, further details
of which are set out in this Announcement
"Placing Price" 27.75 pence per Placing Share
"Placing Shares" the First Placing Shares and Second
Placing Shares
"Resolution" the resolution to be proposed at the
general meeting of the Company to be
held on 30 August 2011
"Second Placing Shares" 19,784,000 new Ordinary Shares to be
issued by the Company as the second
tranche of the Placing
"Shareholders" holders of Ordinary Shares
"UK" or "United Kingdom" the United Kingdom of Great Britain
and Northern Ireland
This information is provided by RNS
The company news service from the London Stock Exchange
END
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