TIDMLONR
RNS Number : 6584J
Lonrho PLC
18 July 2013
Not for release, publication or distribution, in whole or in
part, in, into or from any Restricted Jurisdiction or any
jurisdiction where to do so would constitute a violation of the
relevant laws of such jurisdiction.
18 July 2013
Lonrho plc
("Lonrho" or the "Company")
Recommended Acquisition of Lonrho plc by FS Africa Limited
Court sanction of the Scheme of Arrangement
Lonrho is pleased to announce that the Court-sanctioned scheme
of arrangement under Part 26 of the Companies Act 2006 (the
"Scheme") in order to effect the recommended acquisition of Lonrho
by FS Africa Limited ("Acquisition") was today sanctioned by the
Court. As announced on 5 June 2013, the Second Court Hearing is
expected to take place on 19 July 2013.
As required by the JSE, Lonrho Shareholders recorded in the SA
Register are hereby advised that today (18 July 2013) is the last
date to trade in Lonrho Shares in order to be eligible to
participate in the Scheme.
Lonrho Shareholders are further advised that dealings in Lonrho
Shares will be suspended on the Official List from 5.00 p.m.
(London time) on 18 July 2013 and suspended from trade on the AltX
of the JSE from 09.00 a.m. (Johannesburg time) on 19 July 2013.
Subject to Court approval of the Reduction of Capital at the
Second Court Hearing and the timing of the delivery of the court
orders to Companies House, it is expected that the Effective Date
of the Scheme will be 19 July 2013.
Accordingly, Lonrho Shares will cease to be listed on the
Official List and their admission to trading on the London Stock
Exchange will be cancelled from 8.00 a.m. (London time) on 22 July
2013. Lonrho Shares will also be cancelled and delisted from the
AltX of the JSE from 9.00 a.m. (Johannesburg time) on 5 August
2013.
On completion of the Acquisition, the consideration of 10.25
pence per Scheme Share to be paid to Scheme Shareholders pursuant
to the terms of the Scheme is expected to be settled on 2 August
2013.
Terms and expressions in this announcement shall, unless
otherwise defined in this announcement, have the same meanings as
given to them in the Scheme Document sent to shareholders in
relation to the Scheme dated 5 June 2013.
Enquiries:
Investec Bank plc
(Financial Adviser and Broker to FS
Africa)
Garry Levin, David Anderson, Ben Williams +44 (0) 20 7597 5970
Headland Consultancy
(Public Relations Adviser to FS Africa)
Howard Lee, Tom Gough, Dan Kahn +44 (0) 20 7367 5222
Lonrho
Geoffrey White, David Armstrong +44 (0) 20 7016 5105
Jefferies
(Financial Adviser and Broker to Lonrho)
Sara Hale, Andrew Bell, Harry Nicholas,
Michael Collinson +44 (0) 20 7029 8000
FTI Consulting
(Public Relations Adviser to Lonrho)
Edward Westropp, Georgina Bonham +44 (0) 20 7831 3113
Java Capital
(JSE Sponsor to Lonrho) +27 (011) 283 0042
This announcement is not intended to and does not constitute or
form part of any offer to sell or subscribe for or any invitation
to purchase or subscribe for any securities or the solicitation of
any vote or approval in any jurisdiction pursuant to the
Transaction or otherwise. The Transaction will be made solely
pursuant to the terms of the Scheme Document, which will contain
the full terms and conditions of the Transaction, including details
of how to vote in respect of the Transaction. Any decision in
respect of, or other response to, the Transaction should be made
only on the basis of the information contained in the Scheme
Document.
This announcement does not constitute a prospectus or prospectus
equivalent document.
The release, publication or distribution of this announcement in
jurisdictions other than the United Kingdom may be restricted by
law and therefore any persons who are subject to the laws of any
jurisdiction other than the United Kingdom should inform themselves
about and observe any applicable requirements. In particular, the
ability of persons who are not resident in the United Kingdom to
vote their Lonrho Shares with respect to the Scheme at the Court
Meeting, or to execute and deliver forms of proxy appointing
another to vote at the Court Meeting on their behalf, may be
affected by the laws of the relevant jurisdictions in which they
are located. This announcement has been prepared for the purpose of
complying with English law and the City Code and the information
disclosed may not be the same as that which would have been
disclosed if this announcement had been prepared in accordance with
the laws of jurisdictions outside the United Kingdom.
Copies of this announcement and any formal documentation
relating to the Transaction are not being, and must not be,
directly or indirectly, mailed or otherwise forwarded, distributed
or sent in or into or from any Restricted Jurisdiction and persons
receiving such documents (including custodians, nominees and
trustees) must not mail or otherwise forward, distribute or send it
in or into or from any Restricted Jurisdiction. If the Transaction
is implemented by way of an Offer (unless otherwise permitted by
applicable law and regulation), the Offer may not be made directly
or indirectly, in or into, or by the use of mails or any means or
instrumentality (including, but not limited to, facsimile, e-mail
or other electronic transmission, telex or telephone) of interstate
or foreign commerce of, or of any facility of a national, state or
other securities exchange of any Restricted Jurisdiction and the
Offer may not be capable of acceptance by any such use, means,
instrumentality or facilities.
Notice to US investors in Lonrho:
The Transaction relates to the shares of an English company and
is being made by means of a scheme of arrangement provided for
under and governed by English law. A transaction effected by means
of a scheme of arrangement is not subject to the tender offer rules
or the proxy solicitation rules under the US Exchange Act.
Accordingly, the Transaction is subject to the disclosure
requirements and practices applicable in the United Kingdom to
schemes of arrangement which differ from the disclosure
requirements of United States tender offer and proxy solicitation
rules. If, in the future, FS Africa exercises the right to
implement the Transaction by way of a takeover offer and determines
to extend the offer into the United States, the Transaction will be
made in compliance with applicable United States laws and
regulations. Financial information included in this announcement
and the Scheme Documentation has been or will have been prepared in
accordance with accounting standards applicable in the United
Kingdom that may not be comparable to financial information of US
companies or companies whose financial statements are prepared in
accordance with generally accepted accounting principles in the
United States.
It may be difficult for US holders of Lonrho Shares to enforce
their rights and any claim arising out of the US federal laws,
since FS Africa and Lonrho are located in a non-US jurisdiction,
and some or all of their officers and directors may be residents of
a non-US jurisdiction. US holders of Lonrho Shares may not be able
to sue a non-US company or its officers or directors in a non-US
court for violations of the US securities laws. Further, it may be
difficult to compel a non-US company and its affiliates to subject
themselves to a US court's judgement.
Investec, which is authorised by the Prudential Regulation
Authority and regulated by the FCA and the Prudential Regulation
Authority, is acting exclusively for FS Africa and no one else in
connection with the Transaction and will not be responsible to
anyone other than FS Africa for providing the protections afforded
to clients of Investec or for providing advice in relation to the
Transaction or any other matters referred to in this
announcement.
Jefferies which is authorised and regulated in the UK by the
FCA, is acting exclusively for Lonrho and no one else in connection
with the Transaction and will not be responsible to anyone other
than Lonrho for providing the protections afforded to clients of
Jefferies or for providing advice in relation to the Transaction or
any other matters referred to in this announcement. Neither
Jefferies nor any of its subsidiaries, branches or affiliates gives
or accepts any duty, liability or responsibility whatsoever
(whether direct or indirect, whether in contract, in tort, under
statute or otherwise) to any person who is not a client of
Jefferies, in connection with this announcement, any statement
contained within or otherwise.
Cautionary Note Regarding Forward-Looking Statements
This announcement contains certain forward-looking statements
with respect to the financial condition, results of operations and
business of Lonrho and certain plans and objectives of FS Africa
with respect thereto. These forward-looking statements can be
identified by the fact that they do not relate only to historical
or current facts. Forward-looking statements often use words such
as "anticipate", "expect", "estimate", "target", "intend", "plan",
"goal", "believe", "hope", "aims", "continue", "will", "may",
"should", "would", "could", or other words of similar meaning.
These statements are based on assumptions and assessments made by
Lonrho and/or FS Africa in light of their experience and their
perception of historical trends, current conditions, future
developments and other factors they believe appropriate. By their
nature, forward-looking statements involve risk and uncertainty
because they relate to events and depend on circumstances that will
occur in the future and the factors described in the context of
such forward-looking statements in this announcement could cause
actual results and developments to differ materially from those
expressed in or implied by such forward-looking statements.
Although it is believed that the expectations reflected in such
forward-looking statements are reasonable, no assurance can be
given that such
expectations will prove to have been correct and you are
therefore cautioned not to place undue reliance on these
forward-looking statements which speak only as at the date of this
announcement. Neither Lonrho nor FS Africa assumes any obligation
to update or correct the information contained in this announcement
(whether as a result of new information, future events or
otherwise), except as required by applicable law.
There are several factors which could cause actual results to
differ materially from those expressed or implied in
forward-looking statements. Among the factors that could cause
actual results to differ materially from those described in the
forward-looking statements are changes in the global, political,
economic, business, competitive, market and regulatory forces,
future exchange and interest rates, changes in tax rates and future
business combinations or dispositions.
Information relating to Scheme Shareholders
Please be aware that addresses, electronic addresses and certain
information provided by Scheme Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from Lonrho may be provided to FS Africa during the
Offer Period as requested under Section 4 of Appendix 4 of the City
Code to comply with Rule 2.12(c).
Publication on Website
A copy of this announcement will be made available free of
charge (subject to any applicable restrictions with respect to
persons in Restricted Jurisdictions) on www.lonrho.com by no later
than noon (London time) on the day following this announcement.
Neither the content of the Group's website (or any other
website) nor the content of any website accessible from hyperlinks
on the Group's website (or any other website) is incorporated into,
or forms part of, this announcement.
Disclosure requirements of the City Code:
Under Rule 8.3(a) of the City Code, any person who is
"interested" in one per cent. or more of any class of relevant
securities of an offeree company or of any paper offeror (being any
offeror other than an offeror in respect of which it has been
announced that its offer is, or is likely to be, solely in cash)
must make an "Opening Position Disclosure" following the
commencement of the offer period and, if later, following the
announcement in which any paper offeror is first identified.
An "Opening Position Disclosure" must contain details of the
person's interests and short positions in, and rights to subscribe
for, any "relevant securities" of each of: (i) the offeree company
and (ii) any paper offeror. An "Opening Position Disclosure" by a
person to whom Rule 8.3(a) of the City Code applies must be made by
no later than 3.30 p.m. (London time) on the 10th business day
following the commencement of the offer period and, if appropriate,
by no later than 3.30 p.m. (London time) on the 10th business day
following the announcement in which any paper offeror is first
identified. Relevant persons who deal in the relevant securities of
the offeree company or of a paper offeror prior to the deadline for
making an "Opening Position Disclosure" must instead make a
"Dealing Disclosure".
Under Rule 8.3(b) of the City Code, any person who is, or
becomes, interested in one per cent. or more of any class of
"relevant securities" of the offeree company or of any paper
offeror must make a "Dealing Disclosure" if the person deals in any
"relevant securities" of the offeree company or of any paper
offeror. A "Dealing Disclosure" must contain details of the
"dealing" concerned and of the person's interests and short
positions in, and rights to subscribe for, any relevant securities
of each of: (i) the offeree company and (ii) any paper offeror,
save to the extent that these details have previously been
disclosed under Rule 8 of the City Code. A "Dealing Disclosure" by
a person to whom Rule 8.3(b) of the City Code applies must be made
by no later than 3.30 p.m. (London time) on the business day
following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
"interest" in "relevant securities" of an offeree company or a
paper offeror, they will be deemed to be a single person for the
purpose of Rule 8.3 of the City Code.
"Opening Position Disclosures" must also be made by the offeree
company and by any offeror and "Dealing Disclosures" must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and 8.4 of
the City Code).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Takeover Panel's website at www.thetakeoverpanel.org.uk,
including details of the number of relevant securities in issue,
when the offer period commenced and when any offeror was first
identified. If you are in any doubt as to whether you are required
to make an Opening Position Disclosure or a Dealing Disclosure, you
should contact the Panel's Market Surveillance Unit on +44 (0) 20
7638 0129.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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