Posting of Accounts and Notice of AGM
March 08 2010 - 10:50AM
UK Regulatory
TIDMLONR
RNS Number : 2514I
Lonrho PLC
08 March 2010
8 March 2010
Lonrho Plc
("Lonrho" or the "Company")
Publication of Annual Report and Notice of Annual General Meeting
Lonrho (AIM: LONR), the conglomerate with a structured portfolio of African
investments, is pleased to confirm that its Report and Accounts for the year
ended 30 September 2009 have been posted to shareholders today, together with a
Notice of the Annual General Meeting to be held on Wednesday 31 March 2010.
The proposed resolutions, Annual Report and Accounts are published on the
Company's web site (www.lonrho.com) and the full notice for the Annual General
Meeting is available below.
LONRHO ENQUIRIES
+---------------------------------------+---------------------+
| Lonrho Plc | +44 (0)20 7016 5105 |
+---------------------------------------+---------------------+
| David Lenigas, Executive Chairman | +44 (0)7881 825 378 |
+---------------------------------------+---------------------+
| Geoffrey White, Chief Executive | +44 (0)7717 307 308 |
| Officer | |
+---------------------------------------+---------------------+
| David Armstrong, Finance Director | +44 (0)7833 054 693 |
+---------------------------------------+---------------------+
| | |
+---------------------------------------+---------------------+
| Pelham Bell Pottinger | |
+---------------------------------------+---------------------+
| Charles Vivian | +44 (0) 20 7337 |
| | 1538 |
+---------------------------------------+---------------------+
| | +44 (0) 7977 297 |
| | 903 |
+---------------------------------------+---------------------+
| James MacFarlane | +44 (0) 20 7337 |
| | 1527 |
| | +44 (0) 7841 672 |
| | 831 |
+---------------------------------------+---------------------+
| | |
| Beaumont Cornish Limited(Nomad) | |
+---------------------------------------+---------------------+
| Rosalind Hill Abrahams | +44 (0) 20 7628 |
| | 3396 |
+---------------------------------------+---------------------+
| Roland Cornish | +44 (0) 20 7628 |
| | 3396 |
+---------------------------------------+---------------------+
Notice of Annual General Meeting
NOTICE IS HEREBY GIVEN that the next Annual General Meeting of Lonrho Plc will
be held at The Great Hall, Merchant Taylors' Hall, 30 Threadneedle Street,
London, EC2R 8JB at 11.00 am on Wednesday 31 March 2010 to transact the
following business. Resolutions 1 to 5 inclusive, 7 and 8 will be proposed as
ordinary resolutions. Resolution 6 will be proposed as a special resolution.
Ordinary Resolutions
1. To receive the Report of the Directors, the accounts for the year ended 30
September 2009, and the auditors' report thereon.
2. To re-elect Mrs. J. M. Ellis, who retires by rotation, as a Director.
3. To re-elect Mr. G. T. White, who retires by rotation, as a Director.
4. To re-appoint KPMG Audit Plc as auditors of the Company to hold office from
the conclusion of the meeting until the conclusion of the next general meeting
of the Company at which financial statements are laid before the Company and to
authorise the Directors to agree their remuneration.
5. To approve the continuation of the investment strategy as detailed in the
circular to the shareholders dated 8 February 2006.
Special Resolution
6. That:
3.1 to comply with new legislation, the articles of association of
the Company be amended by deleting the provision which, by virtue of paragraph
42(2) of Schedule 2 to the Companies Act 2006 (Commencement No 8, Transitional
Provisions and Savings) Order 2008, is treated as a provision of the articles of
association of the Company setting the maximum amount of shares that may be
allotted by the Company; and
3.2 the articles of association of the Company be amended by deleting
the existing wording of article 3 and replacing it with "Not used".
Ordinary Resolutions
7. That pursuant to section 551 of the Companies Act 2006 (the "Act") the
Directors be and are generally and unconditionally authorised to exercise all
powers of the Company to allot shares in the Company or to grant rights to
subscribe for or to convert any security into shares in the Company up to an
aggregate nominal amount of GBP1.25 million in connection with the proposed
acquisition by the Company or any subsidiary of the Company of all or any of the
shares in Rollex (Proprietary) Limited and/or Fresh Direct Limited not already
owned by the Company or a subsidiary of the Company, provided that (unless
previously revoked, varied or renewed) this authority shall expire at the
conclusion of the Annual General Meeting to be held in 2011, save that the
Company may make an offer or agreement before the expiry of this authority which
would or might require shares to be allotted or rights to subscribe for or to
convert any security into shares to be granted after such expiry and the
Directors may allot shares or grant such rights pursuant to any such offer or
agreement as if the authority conferred by this resolution had not expired.
8. That the granting of options over the number of ordinary shares of 1p each
("Ordinary Shares") in the capital of the Company to Directors, employees and
consultants of the Company as set out below ("Proposed Grantees") be approved
and the Directors of the Company be authorised to do all acts and things
necessary to ensure the options are granted to the Proposed Grantees.
+------------------+-----------------------+-------------------------+-------------------------------------+
| Name | Number of share | Exercise price | Period during which exercisable |
| | options to be granted | per Ordinary | |
| | | Share | |
+------------------+-----------------------+-------------------------+-------------------------------------+
| David Lenigas: | 20,000,000 | Mid market price on 31 | From 31 March 2010 to 30 March 2015 |
| Executive | | March 2010 + 10% | |
| Chairman | | | |
+------------------+-----------------------+-------------------------+-------------------------------------+
| Geoffrey White: | 20,000,000 | Mid market price on 31 | From 31 March 2010 to 30 March 2015 |
| Director and CEO | | March 2010 + 10% | |
+------------------+-----------------------+-------------------------+-------------------------------------+
| David Armstrong: | 6,500,000 | Mid market price on 31 | From 31 March 2010 to 30 March 2015 |
| | | March 2010 + 10% | |
| Finance Director | | | |
+------------------+-----------------------+-------------------------+-------------------------------------+
| Emma Priestley: | 1,000,000 | Mid market price on 31 | From 31 March 2010 to 30 March 2015 |
| Executive | | March 2010 + 10% | |
| Director | | | |
+------------------+-----------------------+-------------------------+-------------------------------------+
| Employees and | 5,500,000 | Mid market price on 31 | From 31 March 2010 to 30 March 2015 |
| Consultants to | | March 2010 + 10% | |
| the Company | | | |
+------------------+-----------------------+-------------------------+-------------------------------------+
Notes:
1. A member entitled to attend and vote at the above meeting is entitled to
appoint one or more proxies to attend and vote in his place. A proxy need not be
a member of the Company, but is entitled to exercise all or any of the member's
rights to attend and to speak and vote at a meeting of the Company. A member may
appoint more than one proxy in relation to the meeting provided that each proxy
is appointed to exercise the rights to a different share or shares held by him.
A form of proxy is enclosed for use at this meeting. If you wish to appoint more
than one proxy, please contact our registrars, Equiniti Limited or Computershare
Investor Services 2004 (Pty) Limited, as appropriate.
2. To be valid, a completed form of proxy, together with a power of attorney
or other authority, if any, under which it is signed (or a notarially certified
copy thereof), must be deposited at the offices of the Company's registrars,
Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex BN99 6GU or
Computershare Investor Services 2004 (Pty) Limited, postal address PO Box 61051,
Marshalltown 2107, South Africa, not less than 48 hours before the time set for
the meeting or adjourned meeting (as the case may be).
In respect of South African shareholders, forms of proxy must only be filled by
certificated shareholders or own name dematerialised shareholders.
Dematerialised shareholders in South Africa who are not own name dematerialised
shareholders must follow the instructions set out in note 8 below.
3. CREST members who wish to appoint a proxy or proxies through the CREST
electronic proxy appointments service may do so for the meeting and any
adjournment(s) thereof by using the procedures described in the CREST Manual.
CREST Personal Members or other CREST sponsored members, and those CREST members
who have appointed a voting service provider(s), should refer to their CREST
sponsor or voting service provider(s), who will be able to take the appropriate
action on their behalf. In order for a proxy appointment or instruction made
using the CREST service to be valid, the appropriate CREST message (a "CREST
Proxy Instruction") must be properly authenticated in accordance with Euroclear
specifications and must contain the information required for such instructions,
as described in the CREST manual. The message, regardless of whether it
constitutes the appointment of a proxy or an amendment to the instruction given
to a previously appointed proxy must, in order to be valid, be transmitted so as
to be received by the issuer's agent (ID RA19) by the latest time(s) for receipt
of proxy appointments specified in the notice of meeting. For this purpose, the
time of receipt will be taken to be the time (as determined by the timestamp
applied to the message by the CREST Applications Host) from which the issuer's
agent is able to retrieve the message by enquiry to CREST in the manner
prescribed by CREST. After this time any change of instructions to proxies
appointed through CREST should be communicated to the appointee through other
means. CREST members and, where applicable, their CREST sponsors or voting
service providers should note that Euroclear does not make available special
procedures in CREST for any particular messages. Normal system timings and
limitations will therefore apply in relation to the input of CREST Proxy
Instructions. It is the responsibility of the CREST member concerned to take
(or, if the CREST member is a CREST personal member or sponsored member or has
appointed a voting service provider(s), to procure that his CREST sponsor or
voting service provider(s) take(s)) such action as shall be necessary to ensure
that a message is transmitted by means of the CREST system by any particular
time. In this connection, CREST members and, where applicable, their CREST
sponsors or voting service providers are referred, in particular, to those
sections of the CREST Manual concerning practical limitations of the CREST
system and timings. The CREST Manual can be reviewed at
www.euroclear.com/site/public/EUI/Resources/Legaldocumentation/CRESTmanual. The
Company may treat as invalid a CREST Proxy Instruction in the circumstances set
out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.
4. If you do not have a Form of Proxy and believe that you should have one,
or if you require CREST Manual additional forms, please call Equiniti Ltd on
0871 384 2383 (or, from outside the United Kingdom, +44 121 415 7047) between
9.00am and 5.00pm Monday to Friday (excluding bank or public holidays). Calls to
the helpline are charged at 8p per minute from a BT landline and from outside
the United Kingdom will be charged at applicable international rates. Different
charges may apply to calls from mobile telephones. Please note that calls to
these numbers may be monitored or recorded for security and training purposes.
The helpline cannot provide advice on the merits of the matters to be considered
at the meeting nor can it give any financial, legal or taxation advice or accept
proxy voting instructions.
5. Completion and return of a form of proxy will not prevent a shareholder
from subsequently attending and voting in person at the extraordinary general
meeting.
6. In the case of joint holders of shares, the vote of the senior who tenders
a vote, whether in person or by proxy, will be accepted to the exclusion of the
other joint holder(s) and for this purpose seniority will be determined by the
order in which the names stand in the register of members of the Company in
respect of the relevant joint holding.
7. Pursuant to Regulation 41 of the Uncertificated Securities Regulations
2001, the Company specifies that only those shareholders registered in the
Register of Members of the Company as at 6.00 p.m. on 29 March 2010, or in the
event that the meeting is adjourned, in the Register of Members as at 6.00 p.m.
on the day that is two working days prior to any adjourned meeting, shall be
entitled to attend or vote at the meeting in respect of the number of shares
registered in their name at the relevant time. Changes to entries on the
Register of Members after 6.00 p.m. on 29 March 2010 or, in the event that the
meeting is adjourned, 6.00 p.m. on the day that is two working days prior to the
day of any adjourned meeting, shall be disregarded in determining the rights of
any person to attend or vote at the meeting.
8. Dematerialised shareholders in South Africa who are not own name
dematerialised shareholders and who wish to attend the annual general meeting
should instruct their CSDP or broker to issue them with the necessary authority
to attend the annual general meeting in person, in the manner stipulated in the
custody agreement governing the relationship between such shareholders and their
CSDP or broker. These instructions must be provided to the CSDP or broker by the
cut-off time and date advised by the CSDP or broker for instructions of this
nature.
Dematerialised shareholders in South Africa who are not own name dematerialised
shareholders and who cannot attend but who wish to vote at the meeting should
provide their CSDP or broker with their voting instructions, in the manner
stipulated in the custody agreement governing the relationship between such
shareholders and their CSDP or broker. These instructions must be provided to
the CSDP or broker by the cut-off time and date advised by the CSDP or broker
for instructions of this nature.
9. Resolutions 6, 7 and 8- Removal of authorised share capital / Authority to
allot shares / Grant of options
Since the recent implementation of certain provisions of the Companies Act on 1
October 2009, there is no longer a requirement for a company to have an
authorised share capital. With effect from 1 October 2009 pursuant to
transitional provisions relating to the Act, the Company's authorised share
capital immediately prior to that date automatically became a provision of the
Company's articles setting the maximum amount of shares that may be allotted by
the Company.
As a company is no longer required to have an authorised share capital, the
Directors believe it is preferable to seek the approval of shareholders to the
removal of the limit in the Company's articles setting the maximum amount of
shares that may be allotted rather than the approval of shareholders to increase
the limit.
Resolution 6 is accordingly proposed as a special resolution to delete the
provision which, by virtue of paragraph 42(2) of Schedule 2 to the Companies Act
2006 (Commencement No 8, Transitional Provisions and Savings) Order 2008, is
treated as a provision of the articles of association of the Company setting the
maximum amount of shares that may be allotted by the Company at the level of its
former authorised share capital and to delete a reference in the articles of
association to the authorised share capital of the Company.
Resolution 7 is proposed as an ordinary resolution to enable the Company to
increase its existing 51% holding in the Lonrho agri-processing businesses
Rollex (Proprietary) Limited and Fresh Direct Limited by up to a further 49%. In
December 2009 the Company announced that it had successfully raised total funds
of GBP25.1 million via two separate placements and that these funds would be
used to increase the Company's interests in the Group's agricultural division
and buildings division and to provide additional working capital. With respect
to the agricultural division, the respective sellers have indicated that they
would prefer the consideration for this transaction to be in the form of Lonrho
Plc shares which the Lonrho Board believes is in the best interests of the
Company. The exact consideration payable will be in accordance with provisions
set out in the original transaction documentation in conjunction with an agreed
formula in relation to the exchange rate and share price on the day of the AGM.
Completing this transaction for consideration in shares as opposed to cash has
significant benefits for the Group by:
1. Creating long term alignment between the Group and Paul de Robillard, the
CEO of Lonrho Agriculture division, through his family trust becoming a
substantial shareholder in Lonrho Plc. He will remain as Chief Executive of
Lonrho Agriculture and will play a key role in the development of the Group's
growing Agribusiness strategy.
2. Preservation of cash resources to enable the Group to further pursue the
expansion of its agricultural activities across Africa.
3. Continuity of quality management with invaluable experience and a strong
history of performance for the Lonrho Agriculture division.
The Directors believe that it is important that directors and employees of the
Group are appropriately aligned with shareholders and motivated and incentivised
to perform. The Company currently has 3.5% of its equity allocated to a company
share option scheme. This is substantially less than the average for an AIM
listed company and accordingly, subject to the approval of shareholders, it is
proposed that 53,000,000 options be granted to Executive Directors, employees
and consultants at an exercise price of ten percent above the mid market price
on the day of the AGM per ordinary share of 1p each in the Company to align the
company share option scheme up to a parity level with other similar companies.
Accordingly, resolution 8 will be proposed as an ordinary resolution to approve
the grant of these options.
10. As at 26 February 2010 the Company's issued share capital consisted of
1,050,278,712 ordinary shares of 1 pence each. Each ordinary share carries the
right to vote at a general meeting of the Company and, therefore, the total
number of voting rights in the Company as at 26 February 2010 was 1,050,278,712.
11. Recommendation
The Directors believe that the passing of all resolutions will be in the best
interests of the Company and its shareholders as a whole and are unanimous in
recommending that shareholders vote in favour of them.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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