FDI.L Share News (FDI)

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 timetable for its implementation, together with how Scheme Shareholders may participate in the Court Meeting and Kopane GM, will be contained in the Scheme Document. 17. Settlement, listing and dealings Prior to the Scheme becoming effective, Kopane will make an application to the London Stock Exchange for the cancellation of the Kopane Shares from trading on AIM. Accordingly, if the Scheme is sanctioned by the Court and the other conditions of the Scheme are waived or satisfied, it is expected that the Kopane Shares will cease to be quoted on AIM on or before 8.00 a.m. on the Effective Date. On the Effective Date, share certificates in respect of Kopane Shares will cease to be valid and should, if so requested by Kopane, be sent to Kopane for cancellation. In addition, on the Effective Date entitlements to Kopane Shares held within the CREST system will be cancelled. It is proposed that on the Effective Date, Kopane will be re-registered as a private limited company. The New Firestone Shares will be issued free from all liens, charges, encumbrances and other third party rights and/or interests of any nature whatsoever. When issued, the New Firestone Shares will be in registered form and will be capable of being held in certificated or uncertificated form. Pending the issue of definitive certificates for the New Firestone Shares, transfers of New Firestone Shares in certificated form will be certified against the register. No temporary documents of title in respect of the New Firestone Shares will be issued. Settlement of the New Firestone Shares to which Kopane Shareholders are entitled is expected to occur as soon as possible after the Effective Date and in any event within 14 days of the Effective Date. The Acquisition constitutes a reverse takeover under the AIM Rules. The AIM Rules require that the securities of an AIM company that is the subject of a reverse takeover are cancelled from trading on AIM following approval of that transaction by shareholders. Conditional upon the Firestone Shareholders passing the First Firestone Resolution at the Firestone GM and the Scheme and the Reduction of Capital being approved by Kopane Shareholders and sanctioned by the Court, the Existing Firestone Shares will be cancelled from trading on AIM and the Firestone Board will make an application for the New Firestone Shares to be admitted and for the Existing Firestone Shares to be readmitted to trading on AIM. It is envisaged that trading of the New Firestone Shares will commence on AIM and trading of the Existing Firestone Shares will re-commence on AIM on 30 September 2010. 18. Interests in Kopane securities held by Firestone and its concert parties Except for the irrevocable undertakings referred to in paragraph 15 above, as at 20 July 2010 (the latest practicable date prior to the date of this Announcement), neither Firestone nor any member of the Firestone Group nor any Firestone Director nor (in the case of the Firestone Directors) any member of their immediate families or related trusts or any connected persons nor any persons acting in concert with Firestone or the Firestone Directors has any interest or short position in, or right to subscribe for, any relevant securities in Kopane. 19. Overseas Kopane shareholders Kopane Shareholders who are resident in, ordinarily resident in, or who are citizens of any jurisdiction outside the UK ("Overseas Kopane Shareholders") should consult their independent professional advisers as to whether they require any governmental or other consents or need to observe any other formalities to enable them to participate in the Acquisition. If a Kopane Shareholder is in any doubt as to his eligibility to participate in the Acquisition, he should contact his independent professional adviser immediately. The implications of the Scheme for Overseas Kopane Shareholders may be affected by the laws of the relevant jurisdictions. Such Overseas Kopane Shareholders should inform themselves about and observe any applicable legal requirements. It is the responsibility of each Overseas Kopane Shareholder to satisfy himself as to the full observance of the laws of the relevant jurisdiction in connection therewith, including the obtaining of any governmental, exchange control or other consents which may be required to be observed and the payment of any issue, transfer or other taxes in such jurisdictions. Further details in relation to Overseas Kopane Shareholders will be set out in the Scheme Document. 20. General The Acquisition will be subject to the Conditions and certain further terms set out in Appendix I. The bases and sources of certain information contained in this Announcement are set out in Appendix II. Certain terms used in this Announcement are defined in Appendix IV. The Scheme Document setting out the details of the Acquisition will be posted to Kopane Shareholders as soon as possible, but in any event, within 28 days of today's date. The Scheme Document will include full details of the Scheme, together with notices of the Court Meeting and the Kopane GM, and the expected timetable, and will specify the necessary action to be taken by Kopane Shareholders. 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 Firestone Circular setting out details of the Acquisition, and the Enlarged Group will be posted to Firestone Shareholders as soon as possible, but in any event within 28 days of today's date. The Firestone Circular will contain notice of the Firestone GM and will specify the necessary action to be taken by Firestone Shareholders. Subject to the terms of the Implementation Agreement, Firestone reserves the right, subject to the prior consent of the Panel, to elect to implement the Acquisition by way of a Takeover Offer. In such event, such Takeover Offer will be implemented on the same terms (subject to appropriate amendments), so far as applicable, as those which would apply to the Scheme except that the Takeover Offer may exclude Kopane Shareholders resident in certain overseas jurisdictions. Furthermore, if sufficient acceptances of such offer are received and/or sufficient Kopane Shares are otherwise acquired, it is the intention of Firestone to apply the provisions of section 979 of the Companies Act to acquire compulsorily any outstanding Kopane Shares to which such offer relates. This Announcement is not a prospectus. It 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. 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, the 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, the 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 US 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 (MORE TO FOLLOW) Dow Jones Newswires July 21, 2010 06:55 ET (10:55 GMT)