Proposed Firm Placing -5-
December 13 2011 - 2:02AM
UK Regulatory
The following principal definitions apply throughout this
Announcement unless the context requires otherwise:
"Admission" the admission of the New Ordinary Shares
to the Official List becoming effective
in accordance with the Listing Rules and
the admission of such shares to trading
on the London Stock Exchange's Main Market
becoming effective in accordance with
the Admission and Disclosure Standards
"Admission and Disclosure the "Admission and Disclosure Standards"
Standards" of the London Stock Exchange containing,
among other things, the admission requirements
to be observed by companies seeking admission
for their listed securities to trading
on the London Stock Exchange's Main Market
"Admission to Trading" the admission to trading on the London
Stock Exchange's Main Market of the New
Ordinary Shares
"Announcement" this Announcement and the Appendices
"Applicant" a Qualifying Shareholder or a person entitled
by virtue of a bona fide market claim
who lodges an Application Form or a relevant
CREST instruction under the Open Offer
or Excess Application Facility
"Application Form" the application form (together with the
associated guidance notes) on which Qualifying
Non-CREST Shareholders may apply for Open
Offer Shares under the Open Offer (including
under the Excess Application Facility)
"Auerbach Grayson" Auerbach Grayson & Company LLC
"Basic Entitlements" the pro rata entitlement of Qualifying
Shareholders to subscribe for 1 Open Offer
Shares for every 12 Existing Ordinary
Shares registered in their name as at
the Record Date
"Board" or "Board of the board of directors of the Company
Directors"
"Business Day" any day on which banks are generally open
for the transaction for business in the
City of London, other than a Saturday
or Sunday or a public holiday
"Capital Raising" the issue of 269,498,795 New Ordinary
Shares pursuant to the Firm Placing and
Placing and Open Offer
"Capital Raising Conditions" the conditions relating to the Capital
Raising which are set out in paragraph
2 of Part 13 of the Prospectus
"City Code" the City Code on Takeovers and Mergers
"Closing Price" the closing middle market quotation as
derived from the Daily Official List of
the London Stock Exchange on a particular
day
"Company" or "Lonrho" Lonrho Plc
"Conditional Placee" any person who has agreed to subscribe
for Conditional Placing Shares
"Conditional Placing the 108,217,870 Open Offer Shares to be
Shares" allotted and issued by Lonrho under the
Placing subject to clawback, to satisfy
valid applications by Qualifying Shareholders
under the Open Offer, pursuant to the
Placing Agreement
"CREST" the computerised settlement system operated
by Euroclear to facilitate the transfer
of title to shares in uncertificated form
"Daily Official List" the daily record setting out the prices
of all trades in shares and other securities
conducted on the London Stock Exchange
"Directors" the directors of the Company
"Disclosure and Transparency the rules relating to the disclosure of
Rules" information made in accordance with Section
73A(3) of the FSMA
"Enlarged Ordinary Share the issued share capital of Lonrho immediately
Capital" following completion of the Firm Placing
and Placing and Open Offer
"Equiniti" or "Receiving Equiniti Limited
Agent"
"Euroclear" Euroclear UK & Ireland Limited, the operator
of CREST
"Excess Application the arrangement pursuant to which Qualifying
Facility" Shareholders may apply for additional
Open Offer Shares in excess of their Basic
Entitlements in accordance with the terms
and conditions of the Open Offer
"Excess CREST Open Offer in respect of each Qualifying CREST Shareholder,
Entitlement" the entitlement (in addition to their
Basic Entitlement) to apply for Excess
Shares up to 0.2 times the number of Existing
Ordinary Shares registered in their names
as at the Record Date, credited to their
stock account in CREST pursuant to the
Excess Application Facility
"Excess Shares" Open Offer Shares applied for by Qualifying
Shareholders under
the Excess Application Facility
"Ex-Entitlements Date" the date on which the Ordinary Shares
trade ex-entitlements to
participate in the Open Offer, expected
to be 8.00 a.m. on 13 December 2011
"Existing Ordinary Shares" the 1,298,614,449 Ordinary Shares in issue
as at the date of this Announcement
"Firm Placee" any person that has agreed to subscribe
for Firm Placing Shares
"Firm Placing" the conditional placing by Panmure Gordon
on behalf of Lonrho of the Firm Placing
Shares at the Issue Price pursuant to
the Placing Agreement
"Firm Placing Shares" the 161,280,925 new Ordinary Shares to
be allotted and issued by Lonrho and which
will not be subject to clawback to satisfy
valid applications by Qualifying Shareholders
under the Open Offer which are to be allocated
pursuant to the Placing Agreement
"FSA" the Financial Services Authority
"FSMA" the Financial Services and Markets Act
2000 (as amended)
"Group" the Company and its subsidiaries and subsidiary
undertakings from
time to time
"Issue Price" 10 pence per New Ordinary Share
"Listing Rules" the listing rules and regulations made
by the UKLA under
section 73A of FSMA
"London Stock Exchange" London Stock Exchange plc
or "LSE"
"Main Market" the London Stock Exchange's main market
for listed securities
"Newco" LAH Jersey 3 Limited, a subsidiary of
Lonrho
"Newco Subscriber" Panmure Gordon
"New Ordinary Shares" ordinary shares of one pence each in the
capital of the Company
issued pursuant to: (i) the Placing and
Open Offer; and (ii) the Firm Placing,
and which shall otherwise rank pari passu
in all respects with the Existing Ordinary
Shares
"Official List" the Official List of the UKLA
"Open Offer" the conditional invitation to Qualifying
Shareholders to subscribe for the Open
Offer Shares at the Issue Price on the
terms and subject to the conditions set
out in the Prospectus and in the case
of Qualifying Non-CREST Shareholders only,
the Application Form
"Open Offer Shares" the 108,217,870 New Ordinary Shares to
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