PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER Rules 8. and 8.2 of the Takeover Code (the Code ). KEY INFORMATION FORM 8 (OPD) (a) Full name of discloser: (b) Owner or controller of interests and short positions disclosed, if different from (a): The naming of nominee or vehicle companies is insufficient. For a trust, the trustee(s), settlor and beneficiaries must be named. (c) Name of offeror/offeree in relation to whose relevant securities this form relates: Use a separate form for each offeror/offeree (d) Is the discloser the offeror or the offeree? (e) Date position held: The latest practicable date prior to the disclosure (f) In addition to the company in above, is the discloser making disclosures in respect of any other party to the offer? If it is a cash offer or possible cash offer, state N/A Stellar Diamonds Plc N/A Stellar Diamonds Plc OFFEREE 6 February 208 No 2. POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE 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, copy table 2(a) or (b) (as appropriate) for each additional class of relevant security. (0) and short positions in the relevant securities of the offeror or offeree to which the disclosure relates pence ordinary shares All interests and all short positions should be disclosed. Details of any open stock-settled derivative positions (including traded options), or 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).
2 (b) Rights to subscribe for new securities Class of relevant security in relation to which subscription right exists: Details, including nature of the rights concerned and relevant percentages: nil nil 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 (including directors and other employee options) of any person acting in concert with the party to the offer making the disclosure: a) Holdings in ordinary shares of pence each in Stellar Diamonds plc Name Note No. of Stellar Diamonds plc Shares Peter Daresbury 2,033,827 3.28% Daresbury family 2 7,0 0.0% Trusts Karl Smithson 3,526,487 2.46% Helen Smithson 27,839 0.04% Steven Poulton 4,456,745 2.35% % of issued share capital of Stellar Hansjörg 587,862 0.95% Plaggemars Deutsche Balaton 5 8,547,692 3.78% Aktiengesellschaft Rowan Carr 6,065,492.72%. Includes 3,90 shares held on trust by Savernake Holdings; 2. Held by Wilderspool Investments No 2 and Palmville for the beneficial interest of Peter Daresbury s adult children; 3. Includes 49,272 shares held by Mrs Sara Smithson; 4. Includes 240,000 shares held by Mrs Susannah Poulton; 5. The ultimate beneficial owner/controller of Deutsche Balaton Aktiengesellschaft ( Deutsche Balaton ) is Wilhelm K. T. Zours. Mr Zours controlling beneficial interest in Deutsche Balaton is held through intermediary holding companies VV Beteiligungen Aktiengesellschaft and DELPHI Unternehmensberatung Aktiengesellschaft ( DELPHI ). Hansjörg Plaggemars is a director of DELPHI and consultant to Deutsche Balaton. 6. Includes 39,360 shares held by Mr Carr s wife. b) Director share options granted Name Number of options over Stellar ordinary shares Exercise Price per Stellar Diamonds share Karl Smithson,850,000 3.25 pence Steven Poulton 750,000 3.25 pence Hansjörg Plaggemars 750,000 3.25 pence Exercisable for a period of 5 years from 20 December 207 ( Grant Date ). One third of the options have vested, one third will vest in six months after the Grant Date and one third in twelve months after the Grant Date. c) Interest in convertible loan notes and warrants Steven Poulton has the following rights over ordinary shares
3 Convertible Loan Note 5 June 208 (US$.34m) US$598,838 44.6% US$598,838 44.6% Warrants 25,482,468 27.5% 25,482,468 27.5% The exercise price of the warrants is currently assumed to be 5 pence per ordinary share. However the exercise price of the warrants and the resulting quantum of shares issued upon exercise may vary in accordance with the terms of the loan note agreements (which are summarised in Stellar Diamonds announcements). Deutsche Balaton has the following rights over ordinary shares Convertible Loan Note 3 March 208 (US$.65m) US$,650,000 00.0% US$,650,000 00.0% Convertible Loan Note 5 June 208 (US$.34m)
4 US$293,345 2.8% US$293,345 2.8% Warrants 47,589,49 5.4% 47,589,49 5.4% The exercise price of the warrants is currently assumed to be 5 pence per ordinary share, at an exchange rate of.4 USD =.00 GBP. However the exercise price of the warrants and the resulting quantum of shares issued upon exercise may vary in accordance with the terms of the loan note agreements (which are summarised in Stellar Diamonds announcements). In addition to the interests stated above, Deutsche Balaton also has rights over a further 4,84,397 Ordinary Shares in Stellar Diamonds pursuant to an agreement entered into with Stellar Diamonds on 5 October 206 (as subsequently amended) whereby Deutsche Balaton AG conditionally agreed to waive certain of its rights under its convertible loan note relating to its ability to convert/and or exercise its loan note and warrants respectively into shares in a subsidiary of the Company. Details of any open stock-settled derivative positions (including traded options), or 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: Irrevocable commitments and letters of intent should not be included. If there are no such
5 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) Supplemental Form 8 (SBL) NO NO Date of disclosure: 6 February 208 Contact name: Karl Smithson Telephone number: 0207 64 637 Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service. The Panel s Market Surveillance Unit is available for consultation in relation to the Code s disclosure requirements on +44 (0)20 7638 029. The Code can be viewed on the Panel s website at www.thetakeoverpanel.org.uk.