Form 8 (OPD) Kopane
04 Mai 2010 - 12:00PM
UK Regulatory
TIDMKDD
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) | Kopane |
| Identity | Diamond |
| of the | Developments |
| party to | plc |
| the | |
| offer | |
| making | |
| the | |
| disclosure: | |
+-----------------+--------------+
| (b) | N/A |
| Owner | |
| or | |
| controller | |
| of | |
| interests | |
| and short | |
| positions | |
| disclosed, | |
| if | |
| different | |
| from 1(a): | |
| The | |
| naming of | |
| nominee or | |
| vehicle | |
| companies | |
| is | |
| insufficient | |
+-----------------+--------------+
| (c) | Kopane |
| Name | Diamond |
| of | Developments |
| offeror/offeree | plc |
| in relation to | |
| whose relevant | |
| securities this | |
| form relates: | |
| Use a | |
| separate form | |
| for each party | |
| to the offer | |
+-----------------+--------------+
| (d) Is | OFFEREE |
| the | |
| party | |
| to the | |
| offer | |
| making | |
| the | |
| disclosure | |
| the | |
| offeror or | |
| the | |
| offeree? | |
+-----------------+--------------+
| (e) | 3 May |
| Date | 2010 |
| position | |
| held: | |
+-----------------+--------------+
| (f) | NO |
| Has | If |
| the | YES, |
| party | specify |
| previously | which: |
| disclosed, | |
| or is it | |
| today | |
| disclosing, | |
| under the | |
| Code in | |
| respect of | |
| any other | |
| party to | |
| this offer? | |
+-----------------+--------------+
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) | Nil | N/A | Nil | N/A |
| Relevant | | | | |
| securities | | | | |
| owned | | | | |
| and/or | | | | |
| controlled: | | | | |
+----------------+--------+--------+--------+--------+
| (2) | Nil | N/A | Nil | N/A |
| Derivatives | | | | |
| (other than | | | | |
| options): | | | | |
+----------------+--------+--------+--------+--------+
| (3) | Nil | N/A | Nil | N/A |
| 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 | None |
| of | |
| relevant | |
| security | |
| in | |
| relation | |
| to which | |
| subscription | |
| right | |
| exists: | |
+--------------+--------+
| Details, | N/A |
| including | |
| nature of | |
| the | |
| rights | |
| concerned | |
| and | |
| relevant | |
| percentages: | |
+--------------+--------+
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 | Number | Percentage | Share | Option | Exercise |
| of | of | of issued | options | exercise | period |
| Kopane | shares | share | held | price | |
| | held | capital | | per | |
| | | | | share | |
+----------+---------+------------+-----------+----------+-----------+
| James | Nil | N/A | 1,400,000 | 10p | 29 |
| Seymour | | | | | August |
| Cable | | | | | 2008 to |
| | | | | | 29 |
| | | | | | August |
| | | | | | 2018 |
+----------+---------+------------+-----------+----------+-----------+
| Buddy | Nil | N/A | 750,000 | 10p | 29 |
| James | | | | | August |
| Doyle | | | | | 2008 to |
| | | | | | 29 |
| | | | | | August |
| | | | | | 2018 |
+----------+---------+------------+-----------+----------+-----------+
| Andrew | Nil | N/A | 1,200,000 | 10p | 29 |
| Campbell | | | | | August |
| Birnie | | | | | 2008 to |
| | | | | | 29 |
| | | | | | August |
| | | | | | 2018 |
+----------+---------+------------+-----------+----------+-----------+
| Michael | Nil | N/A | 500,000 | 10p | 29 |
| John | | | | | August |
| Carter | | | | | 2008 to |
| Wittet | | | | | 29 |
| | | | | | August |
| | | | | | 2018 |
+----------+---------+------------+-----------+----------+-----------+
| | Nil | N/A | 750,000 | 14.5p | 21 |
| | | | | | September |
| | | | | | 2010 to |
| | | | | | 20 |
| | | | | | September |
| | | | | | 2019 |
+----------+---------+------------+-----------+----------+-----------+
| Edward | Nil | N/A | 500,000 | 10p | 29 |
| Marlow | | | | | August |
| | | | | | 2008 to |
| | | | | | 29 |
| | | | | | August |
| | | | | | 2018 |
+----------+---------+------------+-----------+----------+-----------+
+--------------------+--------------------+--------------------+
| Person(s) acting | Number of shares | Percentage of |
| in concert with | held | issued share |
| Kopane | | capital |
| | | |
+--------------------+--------------------+--------------------+
| Obtala Resources | 17,397,222 | 5.77 per cent. |
| plc (Note 1) (Note | | |
| 2) | | |
| | | |
+--------------------+--------------------+--------------------+
| Spreadex Limited | 32,201,444 | 10.68 per cent. |
| (Note 2) | | |
| | | |
+--------------------+--------------------+--------------------+
| Mantle Diamonds | 2,000,000 | 0.6 per cent. |
| Limited (Note 3) | | |
+--------------------+--------------------+--------------------+
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 | Number of | Exercise | Issue | Expiry |
| acting in | warrants | price per | date | date |
| concert | | share | | |
| with | | | | |
| Kopane | | | | |
| | | | | |
+-----------+-----------+-----------+-----------+-----------+
| FinnCap | 1,500,000 | 25p | 17 | 16 |
| Limited | | | November | November |
| (formerly | | | 2009 | 2014 |
| JMFinn | | | | |
| Capital | | | | |
| Markets | | | | |
| Limited) | | | | |
| | | | | |
+-----------+-----------+-----------+-----------+-----------+
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 | NO |
| Form 8 (Open | |
| Positions) | |
+--------------+--------+
| Supplemental | NO |
| Form 8 (SBL) | |
+--------------+--------+
+-------------+-----------+
| Date | 4 May |
| of | 2010 |
| disclosure: | |
+-------------+-----------+
| Contact | James |
| name: | Cable |
+-------------+-----------+
| Telephone | +44 |
| number: | (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
monitoring@disclosure.org.uk. 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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