Lonrho PLC Recommended cash offer (7474E)

TIDMLONR TIDMTTM

RNS Number : 7474E

Lonrho PLC

15 May 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.

15 May 2013

Recommended Cash Offer

For

Lonrho Plc

FS Africa Limited

The Board of Lonrho and the Board of FS Africa are pleased to announce that they have reached agreement on the terms of a recommended cash offer by FS Africa for the entire issued and to be issued share capital of Lonrho. The Transaction is to be effected by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 (or by the Offer under certain circumstances described in this document).

Highlights

   --      Under the terms of the Transaction, Lonrho Shareholders will be entitled to receive: 
               For each Lonrho Share:          10.25 pence in cash

The Transaction Consideration represents:

               ->    a premium of approximately 97.1% to the Closing Price of 5.2 pence per Lonrho Share on 14 May 2013 (being the last Business Day before this announcement); and

-> a premium of approximately 38.2% to the average Closing Price of 7.42 pence per Lonrho Share for the six month period ended 14 May 2013 (being the last Business Day before this announcement).

The Transaction Consideration values Lonrho's issued and to be issued share capital on a fully diluted basis (assuming exercise of all outstanding in the money options, Lonrho LTIP awards and Lonrho Warrants) at approximately GBP174.5 million.

-- The Lonrho Directors, who have been so advised by Jefferies (as the independent advisor for the purposes of Rule 3 of the City Code), consider the terms of the Transaction to be fair and reasonable. In providing its advice Jefferies has taken into account the commercial assessments of the Lonrho Directors. Accordingly, the Lonrho Directors intend unanimously to recommend that Lonrho Shareholders vote in favour of the resolutions relating to the Transaction at the Meetings (or in the event that the Transaction is implemented by way of an Offer, to accept or procure acceptance of such offer) as the Lonrho Directors have irrevocably undertaken to do in respect of their own beneficial holdings of 4,633,197 Lonrho Shares in aggregate representing approximately 0.28% of Lonrho's issued share capital on 14 May 2013 (being the last Business Day before this announcement).

-- Currently FS Africa (together with certain parties acting in concert with it) holds or is otherwise interested in 330,253,282 Lonrho Shares representing approximately 19.97% of Lonrho's issued share capital.

-- FS Africa has received irrevocable undertakings from the Lonrho Directors to vote in favour of the Scheme in respect of their entire beneficial holdings totalling 4,633,197 Lonrho Shares in aggregate and representing approximately 0.28% of Lonrho's issued share capital. Further details of these irrevocable undertakings are set out in Appendix 3 to this announcement.

-- In addition, certain investors have given irrevocable undertakings to FS Africa to vote in favour of the Scheme in respect of, in aggregate, 293,384,604 Lonrho Shares representing approximately 17.74% of Lonrho's issued share capital. Further details of these irrevocable undertakings are set out at paragraph 14 of this announcement.

-- Lonrho is a conglomerate, operating in Africa, which focuses on the provision of logistics and infrastructure for the agriculture and oil and gas sectors throughout the continent. Lonrho has a brand recognition that reflects a 100 year legacy of creating and building businesses within Africa. Lonrho's core business divisions are in Agriculture and Infrastructure, with ancillary operations in the Hotel division and the Support Services division.

-- FS Africa is a newly incorporated company incorporated in England and Wales at the direction of the Consortium for the purpose of implementing the Acquisition. FS Africa is jointly owned and controlled by Rainer-Marc Frey and BIH S.A., a company controlled and owned by Thomas Schmidheiny.

   --      Commenting on today's announcement, Rainer-Marc Frey, the Chairman of FS Africa said:

"We are pleased to receive a recommendation from the Board of Lonrho and our cash offer should provide certainty to shareholders."

   --      Thomas Schmidheiny, Consortium member added:

"We believe Lonrho has strong long-term prospects, but the significant capital required to grow the business over time is evident."

   --      Commenting on the Transaction, Ambassador Frances Cook, the Chairman of Lonrho said:

"With the significant efforts of our employees and management, Lonrho has been rapidly growing its four strategic divisions aligned with the economic growth being driven by the agriculture and oil and gas sectors, such that Lonrho now operates throughout 18 countries in Africa. FS Africa recognises these achievements and wants to build on our well-established platform to further expand and invest in the business to enhance Lonrho's market-leading positions. The Board is recommending this offer, and believes it gives our shareholders the opportunity to realise that value with the certainty of a cash offer."

This summary should be read in conjunction with the following full announcement and the Appendices.

The Transaction will be subject to the Conditions and other terms set out in this announcement and to the full terms and conditions which will be set out in the Scheme Document. Appendix 2 to the full announcement contains bases and sources of certain information contained in this announcement. Details of irrevocable undertakings received by FS Africa are set out in Appendix 3 to the full announcement. Certain terms used in this announcement are defined in Appendix 5 to the full announcement.

Enquiries:

 
 Investec Bank plc 
  (Financial Adviser and Broker to FS 
  Africa) 
  Alex Snow, Garry Levin, David Anderson      +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 document 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 document. Neither Lonrho nor FS Africa assumes any obligation to update or correct the information contained in this document (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.

Dealing and Opening Position Disclosure Requirements

Under Rule 8.3(a) of the City Code, any person who is interested in 1%. 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(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10(th) business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10(th) 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 1% 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. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (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.

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). 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.

Information relating to Lonrho Shareholders

Please be aware that addresses, electronic addresses and certain information provided by Lonrho 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.

Rule 2.10 Requirement

In accordance with Rule 2.10 of the City Code, Lonrho announces that it has in issue 1,653,415,048ordinary shares of 1 pence each in issue admitted to the Official List (premium segment) and to trading on the London Stock Exchange's Main Market for listed securities and listed on the JSE's AltX. The International Securities Identification Number ("ISIN") of the ordinary shares is GB0002568813.

In addition the Company has US$70,000,000 7% Guaranteed Convertible Bonds due 2015 admitted to the official list of the Luxembourg Stock Exchange and admitted to trading on the Euro MTF Market of the Luxembourg Stock Exchange. The ISIN is XS0549738531.

Recommended Cash Offer

For

Lonrho Plc

by FS Africa Ltd

   1.             Introduction

   2.             The Transaction

It is intended that the Transaction will be implemented by way of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006. The purpose of the Scheme is to enable FS Africa to acquire the whole of the issued and to be issued share capital of Lonrho.

Under the terms of the Scheme, which will be subject to the Conditions and other terms set out in this announcement and to further terms to be set out in the Scheme Document, Lonrho Shareholders will receive:

               For each Lonrho Share:       10.25 pence in cash

The Transaction Consideration represents:

               ->    a premium of approximately 97.1% to the Closing Price of 5.2 pence per Lonrho Share on 14 May 2013 (being the last Business Day before this announcement); and

-> a premium of approximately 38.2% to the average Closing Price of 7.42 pence per Lonrho Share for the six month period ended 14 May 2013 (being the last Business Day before this announcement).

In the event that the Transaction is to be implemented by way of an Offer, the Lonrho Shares will be acquired pursuant to the Offer fully paid and free from all liens, charges, equitable interests, encumbrances and rights of pre-emption and any other interests of any nature whatsoever and together with all rights attaching thereto. Any new Lonrho Shares issued to FS Africa pursuant to the Scheme will be issued on the same basis.

There will also be an offer to all Lonrho Convertible Bondholders at a price which reflects the price at which the Lonrho Convertible Bondholders may require Lonrho to redeem the Lonrho Convertible Bonds on a change of control. Further details of this offer are set out in paragraph 11 below.

   3.             Recommendation

The Lonrho Directors, who have been so advised by Jefferies, consider the terms of the Transaction to be fair and reasonable. In providing its advice Jefferies has taken into account the commercial assessments of the Lonrho Directors.

Accordingly, the Lonrho Directors intend unanimously to recommend that Lonrho Shareholders vote in favour of the Scheme (or in the event that the Transaction is implemented by way of a takeover offer, to accept or procure acceptance of such offer) as the Lonrho Directors have irrevocably undertaken to do in respect of their entire beneficial holdings of 4,633,197 Lonrho Shares in aggregate and representing approximately 0.28% of Lonrho's issued share capital.

   4.             Background to and reasons for the recommendation

Over the past four years, Lonrho has strategically positioned and invested in its divisions, Agribusiness, Infrastructure, Support Services and Hotels, to service the requirements in Africa from global demand for energy and food production. 2012 was a significant year for Lonrho as it completed the building of foundations of these business units and took strategic action to focus on increasing margins through operational efficiencies and building long term sustainable customer relationships; a transition in strategy which has taken longer to complete than the Lonrho Directors expected. Despite challenging global economic conditions and alongside an on-going requirement to invest in the businesses in order to achieve its growth potential, this is a strategy Lonrho has continued to execute in 2013.

The Lonrho Directors believe that the Offer, which is all in cash and at a significant premium to Lonrho's current and recent share price, recognises and values the potential of the business. The Lonrho Directors have assessed the benefits of maintaining an independent listing and the potential future growth in equity value for investors against the certainty for Lonrho Shareholders of realising value at a significant cash premium to the recent share price.

The Lonrho Directors have concluded that Lonrho Shareholders' best interests are served by the Offer being made to them. The Lonrho Directors believe that significant benefits to employees and customers of Lonrho can be achieved through Lonrho being owned by an organisation that has experience in managing businesses in developing countries and is committed to investing significant levels of capital into the business over the long term.

   5.             Background to and reasons for the Transaction

Members of the Consortium have significant experience in investing in and the building of multi-national businesses, including in regions such as Africa. In identifying opportunities for investment, certain members of the Consortium historically have invested in both the equity and debt capital of Lonrho believing that Lonrho's principal strategy of building a portfolio of businesses that are strategically positioned to take advantage of the economic development of the African region was sound.

There are inherent challenges in building and running a conglomerate with diverse business interests in an emerging market environment such as Africa. This has resulted in volatility in Lonrho's financial results due, in part, to certain of Lonrho's businesses being at different stages of maturity. The Lonrho Directors believe that in order to unlock the inherent value within Lonrho a restructuring of Lonrho and appropriate levels of additional capital investment in Lonrho's core assets of its Agribusiness and Logistics business are required. The Lonrho Directors believe that FS Africa is well placed to bring relevant operational and industry expertise to Lonrho, as well as capital, to support a strategy to create long term value.

   6.             Information relating to Lonrho

Lonrho is a conglomerate, operating in Africa, which focuses on the provision of logistics and infrastructure for the agriculture and oil and gas sectors throughout the continent. Lonrho has a brand recognition that reflects a 100 year legacy of creating and building businesses within Africa. Lonrho only invests and builds businesses in Africa, and the corporate strategy is to help facilitate the development of the Continent. Lonrho's core business divisions are in Agriculture and Infrastructure, with ancillary operations in the Hotel division and Support Services division. These important industries provide some of the building blocks and foundations required for successful economic growth. Lonrho has built tangible operational businesses that promote job creation, assist poverty reduction, and are an integral part of African economic development.

Lonrho's ordinary share capital is admitted to the Official List (premium segment) and to trading on London Stock Exchange's Main Market for listed securities. Lonrho also maintains a secondary listing on the JSE's AltX and has its American Depository Receipts traded on the OTC QX International Exchange in the United States. Lonrho's Convertible Bond is admitted to the official list of the Luxembourg Stock Exchange and admitted to trading on the Euro MTF Market of the Luxembourg Stock Exchange.

As set out in Lonrho's interim management statement announced on 9 May 2013, financial highlights to 31 March 2013 include:

-- Revenue in the first quarter of 2013 was GBP39.1 million. On an adjusted like-for-like basis at constant currency revenue has marginally increased by 0.3% year on year;

-- Gross margins across the Lonrho Group were up 7.2% in the quarter demonstrating the results of the continued focus and strategic action by the Lonrho Board on increasing margins through operational efficiencies; and

-- Net debt was GBP99.1 million at 31 March 2013 compared with GBP87.2 million at 31 December 2012. The majority of this increase (of GBP11.9 million) was due to a GBP6.1 million negative foreign exchange movement due to the decline of Sterling versus the US dollar. The balance reflects anticipated working capital movements in the quarter.

For the financial year ended 31 December 2012 Lonrho reported revenues from core operating divisions of GBP186.3 million. As at 31 December 2012 Lonrho's net assets were GBP174.2 million with net indebtedness of GBP87.2 million. Lonrho's net operating loss for the year from core operating divisions was GBP3.4 million with a basic loss per share of 0.11 pence.

   7.             Information relating to FS Africa

FS Africa is a newly incorporated company incorporated in England and Wales at the direction of the Consortium for the purpose of implementing the Acquisition. FS Africa is jointly owned and controlled by Rainer-Marc Frey and BIH S.A., a company controlled and owned by Thomas Schmidheiny. Christopher M. Chambers is acting as a consultant to FS Africa on the Transaction and it is expected that he will join the board of Lonrho if the Scheme becomes effective.

FS Africa has not traded since its incorporation, nor has it entered into any obligations other than in connection with the implementation of the Acquisition. Further information in relation to FS Africa will be set out in the Scheme Document.

   8.             Management, employees and locations

As would be expected, in due course, FS Africa intends to enter into discussions with senior management of Lonrho regarding their role and potential continuing involvement in the on-going business of Lonrho. There are no agreements or arrangements between FS Africa and senior management of Lonrho regarding their continuing involvement at this time and the Transaction is not conditional on reaching agreement with senior management.

FS Africa attaches great importance to the active participation and continued commitment of Lonrho's employees. Accordingly, FS Africa intends and has given assurances to the Lonrho Board that, upon and following completion of the Acquisition, the existing contractual and statutory employment rights and pension rights of all employees will be fully safeguarded and the Lonrho Group employers will continue to comply with the contractual and other entitlements in relation to pension and employment rights of existing employees.

Upon completion of the transaction FS Africa will undertake a strategic review of Lonrho's business and operations and, save as disclosed below, until that review is completed FS Africa cannot be certain what, if any, repercussions there will be on employment of the management and employees of Lonrho, the location of Lonrho's places of business or any redeployment of Lonrho's fixed assets.

It is anticipated that the strategic review will include particular focus on the costs associated with the central functions of Lonrho, including those associated with Lonrho having been listed on the Official List and traded on the London Stock Exchange. It is likely that this may lead to a limited number of redundancies at Lonrho's head office function.

Save as set out above, FS Africa currently has no other firm intentions with regard to the employment of the management and employees of Lonrho, the location of Lonrho's places of business or any redeployment of Lonrho's fixed assets.

   9.             Financing of the Transaction

The cash consideration payable pursuant to the Transaction will be provided by the Consortium members through equity contributions to FS Africa. It is not envisaged that any third party debt finance will be required.

Investec, financial adviser to FS Africa, is satisfied that sufficient resources are available to FS Africa to satisfy in full the cash consideration payable pursuant to the Transaction.

Further information on the financing of the Transaction will be set out in the Scheme Document.

   10.           Opening Position Disclosure

Currently FS Africa (together with certain parties acting in concert with it) holds or is otherwise interested in 330,253,282 Lonrho Shares representing approximately 19.97% of Lonrho's issued share capital. A public Opening Position Disclosure will be made on the date of this announcement setting out details of these interests.

It has not been practicable for FS Africa to make enquiries of all of its concert parties in advance of the release of this announcement. Therefore, this announcement may not include all of the relevant details in respect of FS Africa's concert parties. FS Africa confirms that a further disclosure in accordance with Rule 8.1(a) and note 2(a)(i) on Rule 8 of the Takeover Code will be made as soon as possible, if required.

   11.           Share Plans, Convertible Bonds and Lonrho ADRs

Share Plans and Warrants

Appropriate proposals will be made to participants in the Lonrho Share Plans and holders of the Lonrho Warrants and such persons will be sent separate letters in due course explaining the effect of the Offer on their options/awards and setting out the proposals being made in respect of their outstanding options/awards and warrants in connection with the Scheme.

Convertible Bonds

Under the terms of the Lonrho Convertible Bonds, Lonrho Convertible Bondholders have a change of control put right whereby, following the occurrence of a change of control of the ownership of Lonrho, bondholders will have the right to require Lonrho to redeem their Lonrho Convertible Bonds at a specified price which varies depending on when the change of control occurs and is calculated on the basis of a formula described under the terms of the Lonrho Convertible Bonds.

An offer will, therefore, be made to all Lonrho Convertible Bondholders at a price which reflects the price at which the Lonrho Convertible Bondholders may require Lonrho to redeem the Lonrho Convertible Bonds on a change of control. Lonrho and FS Africa will notify Lonrho Convertible Bondholders of the change of control redemption price once the date of the change of control is known and the price has been calculated. Currently FS Africa (together with parties acting in concert with it) holds approximately 49.64% of the principal amount of the Lonrho Convertible Bonds.

The attention of Lonrho Convertible Bondholders is drawn to FS Africa's intention to delist Lonrho, as described in paragraph 15, below.

Lonrho ADRs

If the Scheme becomes effective in accordance with paragraph 13 below, the Lonrho ADRs will be cancelled and Bank of New York Mellon, as depositary, will deliver the Transaction Consideration to which holders of Lonrho ADRs are entitled in cash to those holders in accordance with the deposit agreement which governs them.

Holders of Lonrho ADRs should contact Bank of New York Mellon for further information about the Transaction and its effect on the Lonrho ADRs.

   12.           Offer - related arrangements

Lonrho and FS Africa have entered into a mutual confidentially agreement dated 25 April 2013 pursuant to which each of Lonrho and FS Africa has undertaken to keep certain information relating to both the Acquisition and the other party confidential and not to disclose such information to third parties, except:

-- to certain permitted connected persons of either party or other disclosees for the purposes of evaluating the Acquisition;

-- if required by applicable laws or regulations or at the request of any applicable governmental or supervisory organisation; or

-- information which relates to the Acquisition and is released by Lonrho provided that (to the extent permitted) Lonrho first consults with the provider of the information.

These confidentiality obligations will remain in force for two years from the date of the mutual confidentiality agreement.

   13.           Scheme of Arrangement

It is intended that the Transaction will be effected by a Court-sanctioned scheme of arrangement between Lonrho and the Scheme Shareholders under Part 26 of the Companies Act 2006. The purpose of the scheme is to provide for FS Africa to become owner of the whole of the issued and to be issued share capital of Lonrho.

Under the Scheme, the Transaction is to be achieved by the cancellation of the Scheme Shares and the application of the reserve arising from such cancellation in paying up in full a number of new shares in Lonrho (which is equal to the number of Scheme Shares cancelled) and issuing the same to FS Africa in consideration for which Scheme Shareholders will receive cash consideration on the basis set out in paragraph 2 of this announcement.

The Transaction will be subject to the Conditions and further terms and conditions referred to in Appendix 1 to this announcement and to be set out in the Scheme Document. The Conditions include (i) a long-stop date of 15 November 2013 by which the Scheme must become effective (unless extended with the agreement of FS Africa and Lonrho); (ii) a condition that the Meetings are held no later than the 22(nd) day after the expected date of the Meetings to be set out in the Scheme Document in due course (or such later date as may be agreed between FS Africa and Lonrho); and (iii) a condition that the Scheme is sanctioned by the Court no later than the 22(nd) day after the expected date of the Scheme Court Hearing to be set out in the Scheme Document in due course (or such later date as may be agreed between FS Africa and Lonrho).

To become effective, the Scheme requires the approval of Scheme Shareholders by the passing of a special resolution at the Court Meeting. The resolution must be approved by a majority in number of the Scheme Shareholders present and voting (and entitled to vote), either in person or by proxy, representing not less than 75% of the Scheme Shares held by such Scheme Shareholders and the passing of a special resolution at the Lonrho General Meeting, requiring the approval of Lonrho Shareholders representing at least 75% of the votes cast at the Lonrho General Meeting (either in person or by proxy). The Lonrho General Meeting will be held immediately after the Court Meeting. In respect of the special resolution at the Lonrho General Meeting, Lonrho Shareholders will be entitled to cast one vote for each Scheme Share held.

Following the Meetings, the Scheme must be sanctioned by the Court and the associated Capital Reduction must be confirmed by the Court. The Scheme will only become effective once a copy of the Scheme Court Order and a copy of the Reduction Court Order are delivered to the Registrar of Companies.

Upon the Scheme becoming effective, it will be binding on all Lonrho Shareholders, irrespective of whether or not they attended or voted at the Meetings and the cash consideration will be despatched by FS Africa to Scheme Shareholders no later than 14 days after the Effective Date.

The Scheme Document will include full details of the Scheme, together with notices of the Court Meeting and the Lonrho General Meeting and the expected timetable, and will specify the action to be taken by Scheme Shareholders. The circular including the Scheme and notices of the Meetings will be sent to Lonrho Shareholders as soon as reasonably practicable.

The Scheme will be governed by English law. The Scheme will be subject to the applicable requirements of the City Code, the Panel, the London Stock Exchange and the UK Listing Authority. The bases and sources of certain information contained in this announcement are set out in Appendix 2. Certain terms used in this announcement are defined in Appendix 5.

   14.           Irrevocable Undertakings

FS Africa has received irrevocable undertakings to vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the Lonrho General Meeting in respect of a total of 298,017,801 Lonrho Shares representing in aggregate approximately 18.02% of Lonrho's existing issued share capital, further details of which are set out below. See Appendix 3 for a breakdown of these irrevocable undertakings.

Lonrho Directors' Irrevocable Undertakings

The Lonrho Directors have irrevocably undertaken to vote in favour of the Scheme in respect of their own beneficial holdings totalling 4,633,197 Lonrho Shares in aggregate representing approximately 0.28% of Lonrho's issued share capital.

These irrevocable undertakings remain binding if a higher competing offer for Lonrho is made but they cease to be binding if the Scheme terminates or lapses in accordance with its terms or otherwise becomes incapable of ever becoming effective, provided that FS Africa has not, within seven days of the Scheme having so terminated or lapsed, announced in accordance with Rule 2.7 of the City Code, that it intends to implement the Transaction instead by way of an Offer. See Appendix 3 for a breakdown of these irrevocable undertakings.

Other Irrevocable Undertakings

FS Africa has also received irrevocable undertakings from each of Zesiger Capital Group LLC and CIM Investment Management Limited to vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the Lonrho General Meeting in respect of a total of 293,384,604 Lonrho Shares, representing approximately 17.74% of Lonrho's issued share capital.

These irrevocable undertakings cease to be binding if a competing offer for all of the shares in Lonrho is announced with a consideration value per share which is not less than 10% greater than the Transaction Consideration and FS Africa has not within 14 days of the date of the announcement of the competing offer announced a revised offer the terms of which, in the reasonable opinion of Jefferies as the independent adviser for the purposes of Rule 3 of the City Code, provides equal or greater value for Lonrho Shareholders than that provided under such competing offer. See Appendix 3 for a breakdown of these irrevocable undertakings.

   15.           Delisting and re-registration

Prior to the Scheme becoming effective, a request will be made to the London Stock Exchange to cancel trading in Lonrho Shares on its market for listed securities on the first Business Day following the Effective Date and the UK Listing Authority will be requested to cancel the listing of the Lonrho Shares from the Official List on the first Business Day following the Effective Date.

In addition, prior to the Scheme becoming effective a request will be made to the JSE to terminate the secondary listing of the Lonrho Shares on the JSE's AltX on the first Business Day following the Effective Date, or such other date as the JSE may determine.

Share certificates in respect of the Lonrho Shares will cease to be valid and should be destroyed on the first Business Day following the Effective Date. In addition, entitlements held within the CREST system to the Lonrho Shares will be cancelled on the first Business Day following the Effective Date. Shares held in certificated or dematerialised form on the South African share register will be cancelled in accordance with the JSE Listings Requirements and the applicable Strate settlement rules.

As soon as possible after the Effective Date, it is intended that Lonrho will be re-registered as a private limited company.

   16.           Documents on display

Copies of the following documents will by no later than 12 noon on 16 May 2013 be published on www.lonrho.com until the end of the Offer Period: (i) the irrevocable undertakings; and (ii) the confidentiality letter referred to in paragraph 12 above.

   17.           General

FS Africa reserves the right to elect to implement the Transaction by way of an Offer for the entire issued and to be issued share capital of Lonrho not already held by FS Africa as an alternative to the Scheme. In such an event an Offer will be implemented on the same terms (subject to appropriate amendments), so far as applicable, as those which would apply to the Scheme and subject to the amendment referred to in Appendix 1 of this announcement regarding the acceptance condition for such an offer.

If the Transaction is effected by way of an Offer and such Offer becomes or is declared unconditional in all respects and sufficient acceptances are received FS Africa intends to: (i) request the London Stock Exchange and the UK Listing Authority cancel trading in Lonrho Shares on the London Stock Exchange's main market for listed securities and the listing of the Lonrho Shares from the Official List; (ii) request the JSE to cancel trading in Lonrho Shares on the JSE's AltX; and (iii) exercise its rights to apply the provisions of Chapter 3 of Part 28 of the Companies Act 2006 to acquire compulsorily the remaining Lonrho Shares in respect of which the Offer has not been accepted.

No chain principle bid for Fastjet Plc is being required per Note 8 to Rule 9.1 of the City Code.

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 JSE Listings Requirements, insofar as same is relevant, 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.

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", "target", "expect", "estimate", "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 document 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 document. Neither Lonrho nor FS Africa assumes any obligation to update or correct the information contained in this document (whether as a result of new information, future events or otherwise), except as required by applicable law.

Dealing and Opening Position Disclosure Requirements

Under Rule 8.3(a) of the City Code, any person who is interested in 1% 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(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10(th) business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (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.

Information relating to Lonrho Shareholders

Publication on Website

Rule 2.10 Requirement

APPENDIX 1

CONDITIONS TO AND CERTAIN FURTHER TERMS OF THE ACQUISITION

   Part A:             Conditions of the Acquisition

The Acquisition will be conditional upon the Scheme becoming unconditional and becoming effective by no later than 15 November 2013, or such later date (if any) as FS Africa and Lonrho may agree and the Court may allow.

   (A)        The Scheme will be conditional upon:

(1) its approval by a majority in number representing not less than three-fourths in value of the Scheme Shareholders (or the relevant class or classes thereof, if applicable) present and voting, either in person or by proxy, at the Court Meeting and at any separate class meeting which may be required by the Court or at any adjournment of any such meeting on or before the 22(nd) day after the expected date of the Court Meeting to be set out in the Scheme Document in due course (or such later date, if any, as FS Africa and Lonrho may agree and the Court may allow);

(2) all resolutions necessary to approve and implement the Scheme being duly passed by the requisite majority or majorities at the General Meeting of Lonrho or at any adjournment of that meeting on or before the 22(nd) day after the expected date of the General Meeting to be set out in the Scheme Document in due course (or such later date, if any, as FS Africa and Lonrho may agree and the Court may allow); and

(3) the sanction of the Scheme by the Court with or without modification (but subject to any such modification being acceptable to FS Africa and Lonrho) and the confirmation of the Reduction of Capital by the Court with or without modification (but subject to any such modification being acceptable to FS Africa and Lonrho) on or before the 22(nd) day after the expected date of the Scheme Court Hearing to be set out in the Scheme Document in due course (or such later date, if any, as FS Africa and Lonrho may agree and the Court may allow) and:

(i) the delivery of a copy of each of the Court Orders and of the requisite statement of capital to the Registrar of Companies in England and Wales; and

(ii) if the Court so orders for it to become effective, the registration of the Reduction Court Order and the statement of capital by the Registrar of Companies in England and Wales.

In addition, FS Africa and Lonrho have agreed that the Acquisition will be conditional upon the following conditions and, accordingly, the necessary actions to make the Scheme effective will not be taken unless the following conditions (as amended if appropriate) have been satisfied or, where relevant, waived:

(B) insofar as required by law, the relevant Governmental Entity in South Africa, Botswana, Namibia, Zambia, Kenya and Nigeria having cleared or been deemed to have cleared the Transaction under applicable antitrust or merger control rules;

(C) the passing at a General Meeting (or at any adjournment thereof) of FS Africa of such resolution or resolutions as are necessary to approve, implement and effect the Offer and the acquisition of any Lonrho Shares;

(D) except as Disclosed, there being no provision of any agreement, arrangement, licence, permit or other instrument to which any member of the Wider Lonrho Group is a party or by or to which any such member or any of its assets may be bound, entitled or subject, which in consequence of the Acquisition or the proposed acquisition of any shares or other securities in Lonrho or because of a change in the control or management of Lonrho or otherwise, would or might reasonably be expected to, in each case to an extent which is material in the context of the Wider Lonrho Group taken as a whole, result in:

(i) any moneys borrowed by or any other indebtedness (actual or contingent) of, or grant available to any such member, being or becoming repayable or capable of being declared repayable immediately or earlier than their or its stated maturity date or repayment date or the ability of any such member to borrow moneys or incur any indebtedness being withdrawn or inhibited or being capable of becoming or being withdrawn or inhibited;

(ii) any such agreement, arrangement, licence, permit or instrument or the rights, liabilities, obligations or interests of any such member thereunder being terminated or adversely modified or affected or any obligation or liability arising or any adverse action being taken or arising thereunder;

(iii) any assets or interests of any such member being or falling to be disposed of or charged or any right arising under which any such asset or interest could be required to be disposed of or charged in each case other than in the ordinary course of business;

(iv) the creation, save in the ordinary and usual course of business, or enforcement of any mortgage, charge or other security interest over the whole or any part of the business, property or assets of any such member;

(v) the rights, liabilities, obligations or interests of any such member in, or the business of any such member with, any person, firm or body (or any arrangement or arrangements relating to any such interest or business) being terminated, adversely modified or affected;

(vi) the value of any such member or its financial or trading position or prospects being prejudiced or adversely affected;

(vii) any such member ceasing to be able to carry on business under any name under which it presently does so;

(viii) the creation of any liability, actual or contingent, by any such member other than trade creditors or other liabilities incurred in the ordinary course of business; or

(ix) any requirement on any such member to acquire, subscribe, pay up or repay any shares or other securities (other than contemplated by the terms of the Scheme),

and no event having occurred which, under any provision of any agreement, arrangement, licence, permit or other instrument to which any member of the Wider Lonrho Group is a party or by or to which any such member or any of its assets may be bound, entitled or subject, would or might reasonably be expected to, in each case to an extent that is material in the context of the Wider Lonrho Group, taken as a whole, result in any of the events or circumstances as are referred to in sub-paragraphs (i) to (viii) of this condition;

   (E)        no government or governmental, quasi-governmental, supranational, statutory, regulatory, environmental or investigative body, court, trade agency, association, institution or any other body or person whatsoever in any jurisdiction (each a "Third Party") having decided to take, institute, implement or threaten any action, proceeding, suit, investigation, enquiry or reference, or enacted, made or proposed any statute, regulation, decision or order, or having taken any other steps which would or might reasonably be expected to (to an extent which is material in the context of the Wider Lonrho Group or the Wider FS Africa Group, as the case may be, in either case, taken as a whole):

(i) require, prevent or delay the divestiture, or alter the terms envisaged for any proposed divestiture by any member of the Wider FS Africa Group or any member of the Wider Lonrho Group of all or any portion of their respective businesses, assets or property or impose any limitation on the ability of any of them to conduct their respective businesses (or any of them) or to own any of their respective assets or properties or any part thereof;

(ii) require, prevent or delay the divestiture by any member of the Wider FS Africa Group of any shares or other securities in Lonrho;

(iii) impose any limitation on, or result in a delay in, the ability of any member of the Wider FS Africa Group directly or indirectly to acquire or to hold or to exercise effectively any rights of ownership in respect of shares or loans or securities convertible into shares or any other securities (or the equivalent) in any member of the Wider Lonrho Group or the Wider FS Africa Group or to exercise management control over any such member;

(iv) otherwise adversely affect the business, assets, profits or prospects of any member of the Wider FS Africa Group or of any member of the Wider Lonrho Group;

(v) make the Offer or its implementation or the acquisition or proposed acquisition by FS Africa or any member of the Wider FS Africa Group either of any shares or other securities in, or control of Lonrho void, illegal, and/or unenforceable under the laws of any jurisdiction, or otherwise, directly or indirectly, restrain, restrict, prohibit, delay or otherwise interfere with the same, or impose additional conditions or obligations with respect thereto, or otherwise challenge or interfere therewith;

(vi) require any member of the Wider FS Africa Group or the Wider Lonrho Group to offer to acquire any shares or other securities (or the equivalent) or interest in any member of the Wider Lonrho Group or the Wider FS Africa Group owned by any third party;

(vii) impose any limitation on the ability of any member of the Wider Lonrho Group to co-ordinate its business, or any part of it, with the businesses of any other members; or

(viii) result in any member of the Wider Lonrho Group ceasing to be able to carry on business under any name under which it presently does so,

and all applicable waiting and other time periods during which any such Third Party could institute, implement or threaten any action, proceeding, suit, investigation, enquiry or reference or any other step under the laws of any jurisdiction in respect of the Offer or the acquisition or proposed acquisition of any Lonrho Shares having expired, lapsed or been terminated;

(F) all necessary filings or applications which are necessary or reasonably considered appropriate having been made in connection with the Offer and all statutory or regulatory obligations in any jurisdiction having been complied with in connection with the Offer or the acquisition by any member of the Wider FS Africa Group either of any shares or other securities in, or control of, Lonrho and all authorisations, orders, recognitions, grants, consents, licences, confirmations, clearances, permissions and approvals, reasonably deemed necessary or appropriate by FS Africa for or in respect of the Offer, or the proposed acquisition either of any shares or other securities in, or control of, Lonrho by any member of the Wider FS Africa Group having been obtained in terms and in a form reasonably satisfactory to FS Africa from all appropriate Third Parties or persons with whom any member of the Wider Lonrho Group has entered into contractual arrangements and all such authorisations, orders, recognitions, grants, consents, licences, confirmations, clearances, permissions and approvals together with all authorisations orders, recognitions, grants, licences, confirmations, clearances, permissions and approvals necessary or appropriate to carry on the business of any member of the Wider Lonrho Group remaining in full force and effect and all filings necessary for such purpose have been made and there being no notice or intimation of any intention to revoke or not to renew any of the same at the time at which the Offer becomes otherwise unconditional and all necessary statutory or regulatory obligations in any jurisdiction having been complied with;

   (G)      except as Disclosed, no member of the Wider Lonrho Group having, since 31 December 2012:

(i) save as between Lonrho and wholly-owned subsidiaries of Lonrho or for Lonrho Shares issued pursuant to the vesting of awards and/or the exercise of options granted under the Lonrho Share Plans or on conversion of the Lonrho Convertible Bonds, issued or agreed to issue, authorised or proposed the issue of additional shares (or other securities) of any class or of Lonrho Convertible Bonds, or securities convertible into, or rights, warrants or options/awards to subscribe for, or acquire, any such shares or convertible securities;

(ii) save as between Lonrho and wholly-owned subsidiaries of Lonrho or for the grant of options/awards under the Lonrho Share Plans or issue of Lonrho Convertible Bonds, issued or agreed to issue, authorised or proposed the issue of securities convertible into shares of any class or rights, warrants or options to subscribe for, or acquire, any such shares or convertible securities;

(iii) other than to another member of the Lonrho Group, recommended, declared, paid or made or proposed to recommend, declare, pay or make any bonus, dividend or other distribution whether payable in cash or otherwise;

(iv) save for intra-Lonrho Group transactions, merged or demerged with any body corporate or acquired or disposed of or transferred, mortgaged or charged or created any security interest over any assets or any right, title or interest in any asset (including shares and trade investments) or authorised or proposed or announced any intention to propose any merger, demerger, acquisition or disposal, transfer, mortgage, charge or security interest, in each case, other than in the ordinary course of business and in any such case to an extent which is material in the context of the Wider Lonrho Group taken as a whole;

(v) save for intra-Lonrho Group transactions, made or authorised or proposed or announced an intention to propose any change in its loan capital;

(vi) issued, authorised or proposed the issue of any debentures or (save for intra-Lonrho Group transactions), save in the ordinary course of business, incurred or increased any indebtedness or become subject to any contingent liability which is material in the context of the Wider Lonrho Group taken as a whole;

(vii) purchased, redeemed or repaid or announced any proposal to purchase, redeem or repay any of its own shares or other securities or reduced or, save in respect to the matters mentioned in sub-paragraph (i) above, made any other change to any part of its share capital;

(viii) other than pursuant to this Offer implemented, or authorised, proposed or announced its intention to implement, any reconstruction, amalgamation, scheme, commitment or other transaction or arrangement otherwise than in the ordinary course of business which is material in the context of the Wider Lonrho Group taken as a whole;

(ix) entered into, or varied the terms of, or made any offer (which remains open for acceptance) to enter into or vary to a material extent the terms of, any agreement, arrangement, instrument, commitment or obligation with or for the benefit of any of the directors or, except for salary increases, bonuses or variations of terms in the ordinary course, senior executives; including any retirement, death or disability benefit or any share option or bonus scheme;

(x) entered into or varied to a material extent or authorised, proposed or announced its intention to enter into or vary to a material extent any contract, transaction or commitment (whether in respect of capital expenditure or otherwise) which is of a long term, onerous or unusual nature or magnitude or which is or could be restrictive on the businesses of any member of the Wider Lonrho Group or the Wider FS Africa Group or which involves or might reasonably be expected to involve an obligation of such a nature or magnitude or which is other than in the ordinary course of business which is material in the context of the Wider Lonrho Group taken as a whole;

(xi) terminated or varied to a material extent the terms of any agreement or arrangement between any member of the Wider Lonrho Group and any other person in a manner which would or might have a material adverse effect on the financial position or prospects of the Wider Lonrho Group taken as a whole;

(xii) (other than in respect of a member which is dormant and was solvent at the relevant time) taken any corporate action or had any legal proceedings started or threatened against it for its winding-up, dissolution or reorganisation or for the appointment of a receiver, administrative receiver, administrator, trustee or similar officer of all or any of its assets or revenues or any analogous proceedings in any jurisdiction or had any such person appointed;

(xiii) except in the ordinary course of business entered into any contract, transaction or arrangement which would be restrictive to a material extent on the business of any member of the Wider Lonrho Group or the Wider FS Africa Group other than to a nature and extent which is normal in the context of the business concerned;

(xiv) except in the ordinary course of business and/or in respect of claims between Lonrho and any wholly owned subsidiary of Lonrho waived or compromised any claim otherwise than in the ordinary course of business and which is material in the context of the Wider Lonrho Group taken as a whole;

(xv) made any alteration to its articles of association (other than an alteration in connection with the Scheme);

(xvi) entered into any contract, commitment, arrangement or agreement otherwise than in the ordinary course of business or passed any resolution or made any offer (which remains open for acceptance) with respect to or announced any intention to, or to propose to, effect any of the transactions, matters or events referred to in this condition G;

(xvii) except in relation to changes made or agreed as a result of, or arising from, changes to legislation, having made or agreed or consented to any change to:

(1) the terms of the trust deeds constituting the pension scheme(s) established by any member of the Wider Lonrho Group for its directors, employees or their dependents;

(2) the contributions payable to any such scheme(s) or to the benefits which accrue or to the pensions which are payable thereunder;

(3) the basis on which qualification for, or accrual or entitlement to, such benefits or pensions are calculated or determined; or

(4) the basis upon which the liabilities (including pensions) of such pension schemes are funded, valued or made,

to an extent which is in any case material in the context of the Wider Lonrho Group

(xviii) (except in relation to changes made or agreed as a result of, or arising from, changes to legislation) proposed, agreed to provide or modified the terms of any Lonrho Share Plans incentive scheme or other benefit relating to the employment or termination of employment of any person employed by the Wider Lonrho Group which are material in the context of the Wider Lonrho Group taken as a whole; or

(xix) having taken (or agreed or proposed to take) any action which requires, or would require, the consent of the Panel or the approval of Lonrho Shareholders in general meeting in accordance with, or as contemplated by, Rule 21.1 of the City Code other than in relation to the Transaction,

and, for the purposes of paragraphs (iii), (iv), (v) and (vi) of this condition, the term "Lonrho Group" shall mean Lonrho and its wholly-owned subsidiaries;

   (H)        except as Disclosed since 31 December 2012:

(i) no adverse change or deterioration having occurred in the business, assets, financial or trading position or profits or prospects of any member of the Wider Lonrho Group which is material in the context of the Wider Lonrho Group taken as a whole;

(ii) no litigation, arbitration proceedings, prosecution or other legal proceedings to which any member of the Wider Lonrho Group is or may become a party (whether as a plaintiff, defendant or otherwise) and no investigation by any Third Party against or in respect of any member of the Wider Lonrho Group having been instituted announced or threatened by or against or remaining outstanding in respect of any member of the Wider Lonrho Group which in any such case might be reasonably expected to have a material adverse affect on the Wider Lonrho Group taken as a whole;

(iii) no contingent or other liability having arisen other than in the ordinary course of business which is reasonably likely to adversely affect any member of the Wider Lonrho Group to an extent which is material in the context of the Wider Lonrho Group taken as a whole; or

(iv) no steps having been taken which are reasonably likely to result in the withdrawal, cancellation, termination or modification of any licence held by any member of the Wider Lonrho Group which is necessary for the proper carrying on of its business and the withdrawal, cancellation, termination or modification of which might reasonably be expected to have a material adverse effect on the Wider Lonrho Group taken as a whole;

   (I)         except as Disclosed, FS Africa not having discovered:

(i) that any financial, business or other information concerning the Wider Lonrho Group as contained in the information publicly disclosed at any time by or on behalf of any member of the Wider Lonrho Group is misleading, contains a material misrepresentation of fact or omits to state a fact necessary to make that information not misleading or in any such case to an extent which is material in the context of the Wider Lonrho Group taken as a whole; or

(ii) that any member of the Wider Lonrho Group or any partnership, company or other entity in which any member of the Wider Lonrho Group has a significant economic interest and which is not a subsidiary undertaking of Lonrho is otherwise than in the ordinary course of business subject to any liability (contingent or otherwise) which is not disclosed in the annual report and accounts of Lonrho for the year ended 31 December 2012 which is material in the context of the Wider Lonrho Group taken as a whole; and

   (J)        except as Disclosed, FS Africa not having discovered that:

(i) any past or present member of the Wider Lonrho Group has failed to comply with any and/or all applicable legislation or regulation, of any jurisdiction with regard to the disposal, spillage, release, discharge, leak or emission of any waste or hazardous substance or any substance likely to impair the environment or harm human health or animal health or otherwise relating to environmental matters, or that there has otherwise been any such disposal, spillage, release, discharge, leak or emission (whether or not the same constituted a non-compliance by any person with any such legislation or regulations, and wherever the same may have taken place) any of which disposal, spillage, release, discharge, leak or emission would be likely to give rise to any liability (actual or contingent) on the part of any member of the Wider Lonrho Group which in any case, is or might reasonably be expected to be material in the context of the Wider Lonrho Group taken as a whole; or

(ii) there is, or is likely to be, for that or any other reason whatsoever, any liability (actual or contingent) of any past or present member of the Wider Lonrho Group to make good, repair, reinstate or clean up any property or any controlled waters now or previously owned, occupied, operated or made use of or controlled by any such past or present member of the Wider Lonrho Group, under any environmental legislation, regulation, notice, circular or order of any government, governmental, quasi-governmental, state or local government, supranational, statutory or other regulatory body, agency, court, association or any other person or body in any jurisdiction which in any case, is or might reasonably be expected to be material in the context of the Wider Lonrho Group taken as a whole.

For the purposes of these conditions the "Wider Lonrho Group" means Lonrho and its subsidiary undertakings, associated undertakings and any other undertaking in which Lonrho and/or such undertakings (aggregating their interests) have a significant interest and the "Wider FS Africa Group" means FS Africa and its subsidiary undertakings, associated undertakings and any other undertaking in which FS Africa and/or such undertakings (aggregating their interests) have a significant interest and for these purposes "subsidiary undertaking" and "undertaking" have the meanings given by the Companies Act 2006, "associated undertaking" has the meaning given by paragraph 19 of Schedule 6 to the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 other than paragraph 19(1)(b) of Schedule 6 to those Regulations which shall be excluded for this purpose, and "significant interest" means a direct or indirect interest in 20% or more of the equity share capital (as defined in the Companies Act 2006).

   Part B:             Certain further terms of the Transaction

FS Africa reserves the right to waive, in whole or in part, all or any of conditions (A) to (J) above, except for conditions (A) and (C), which cannot be waived.

Condition (C) must be fulfilled by, and conditions (B) and (D) to (J) (inclusive) fulfilled or waived by, no later than 11.59pm on the date immediately preceding the date of the Scheme Court Hearing, failing which the Scheme will lapse. FS Africa shall be under no obligation to waive or treat as satisfied any of conditions (B) and (D) to (J) (inclusive) by a date earlier than the latest date specified above for the fulfilment or waiver thereof, notwithstanding that the other conditions of the offer may at such earlier date have been waived or fulfilled and that there are at such earlier date no circumstances indicating that any of such conditions may not be capable of fulfilment.

If FS Africa is required by the Panel to make an offer for Lonrho Shares under the provisions of Rule 9 of the City Code, FS Africa may make such alterations to any of the above conditions as are necessary to comply with the provisions of that Rule.

The Acquisition will lapse if it is referred to the UK Competition Commission or is referred to a serious doubts investigation under Article 6(1)(c) of Council Regulation (EC) 139/2004 before the Court Meeting and the Lonrho General Meeting.

The Acquisition Price is offered on the basis that Lonrho Shareholders will not receive any further dividends. If a dividend were to be declared, the Acquisition Price would be adjusted downwards on an equivalent basis.

FS Africa reserves the right to elect (with the consent of the Panel) to implement the Offer by way of a takeover offer (as defined in Part 28 of the Companies Act 2006). In such event, such offer will be implemented on the same terms, so far as applicable, as those which would apply to the Scheme, subject to appropriate amendments to reflect the change in method of effecting the Acquisition, including (without limitation and subject to the consent of the Panel) an acceptance condition that is set at 90% (or such lesser percentage, being more than 50%, as FS Africa may decide) (i) in nominal value of the shares to which such offer relates; and (ii) of the voting rights attached to those shares, and that is subject to FS Africa and/or (with the consent of the Panel) any members of the Wider FS Africa Group having acquired or agreed to acquire, whether pursuant to the offer or otherwise, shares carrying more than 50% of the voting rights normally exercisable at a general meeting of Lonrho, including, for this purpose, any such voting rights attaching to Lonrho Shares that are unconditionally allotted or issued before the takeover offer becomes or is declared unconditional as to acceptances, whether pursuant to the exercise of any outstanding subscription or conversion rights or otherwise.

The availability of the Acquisition to persons not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions. Persons who are not resident in the United Kingdom should inform themselves about and observe any applicable requirements.

The Acquisition will be governed by English law and be subject to the jurisdiction of the English courts, to the conditions set out below and in the formal Scheme Document. The Acquisition will comply with the applicable rules and regulations of the Financial Conduct Authority, the Prudential Regulation Authority, the London Stock Exchange, the City Code and the JSE.

Each of the Conditions shall be regarded as a separate Condition and shall not be limited by reference to any other Condition.

APPENDIX 2

SOURCES OF INFORMATION AND BASES OF CALCULATION

In this announcement:

1. Unless otherwise stated financial information relating to the Lonrho Group has been extracted or derived (without any adjustment) from the audited annual report and accounts for Lonrho for the year ended 31 December 2012.

2. The value of the Offer is calculated on the basis of the fully diluted number of Lonrho Shares in issue referred to in paragraph 4 below.

3. As at the close of business on 14 May 2013, being the last business day prior to the date of this announcement, Lonrho had in issue 1,653,415,048 Lonrho Shares. The International Securities Identification Number for the Lonrho Shares is GB0002568813.

4. The fully diluted share capital of Lonrho (being 1,702,140,760 Lonrho Shares) is calculated on the basis of:

   --      the number of issued Lonrho Shares referred to in paragraph 3 above; and

-- any further Lonrho Shares which may be issued on or after the date of this announcement on the exercise of in the money options or vesting of awards under the Lonrho Share Plans and the Lonrho Warrants, amounting in aggregate to 48,725,712 Lonrho Shares.

5. Unless otherwise stated, all prices and closing prices for Lonrho Shares are closing middle market quotations derived from the London Stock Exchange Daily Official List (SEDOL).

6. The premium calculations to the price per Lonrho Share have been calculated by reference to a price of 5.2 pence per Lonrho Share, being the closing price on 14 May 2013, the last business day prior to the date of this announcement.

7. The average closing price per Lonrho Share of 7.42 pence over the six month period ended 14 May 2013 is derived from data provided by DataStream.

8. As at the close of business on 14 May 2013, being the last business day prior to the date of this announcement, Lonrho had in issue $70,000,000 of principal Convertible Bonds due 2015. The International Securities Identification Number for the Lonrho Convertible Bonds is XS0549738531.

APPENDIX 3

DETAILS OF IRREVOCABLE UNDERTAKINGS

Lonrho Directors' Irrevocable Undertakings

 
 Name of Lonrho Shareholder    Number of Lonrho   Percentage of Lonrho 
                                Shares             issued share capital 
 Geoffrey T. White             3,781,666          0.23% 
                              -----------------  ---------------------- 
 David J. Armstrong            216,666            0.01% 
                              -----------------  ---------------------- 
 Emma K. Priestley             187,926            0.01% 
                              -----------------  ---------------------- 
 Ambassador Frances 
  Cook                         342,606            0.02% 
                              -----------------  ---------------------- 
 Jean M. Ellis                 104,333            0.01% 
                              -----------------  ----------------------

Other Irrevocable Undertakings

 
 Name of Lonrho Shareholder    Number of Lonrho   Percentage of Lonrho 
                                Shares             issued share capital 
 Zesiger Capital 
  Group LLC                    144,311,985        8.73% 
                              -----------------  ---------------------- 
 CIM Investment Management 
  Limited                      149,072,619        9.02% 
                              -----------------  ----------------------

APPENDIX 4

DIRECTORS OF LONRHO

   --      Geoffrey T. White                                  Director and Chief Executive Operator 
   --      David J. Armstrong                                Finance Director 
   --      Emma K. Priestley                                Executive Director 
   --      Ambassador Frances Cook                    Non-Executive Chairman 
   --      Jean M. Ellis                                        Non-Executive Director 
   --      Kiran Caldas Morzaria                           Senior Independent Director

APPENDIX 5

DEFINITIONS

 
 "Acquisition"                      the proposed acquisition of the 
                                     entire issued and to be issued share 
                                     capital of Lonrho by FS Africa, 
                                     to be effected by the Scheme as 
                                     described in this document (or by 
                                     the Offer under certain circumstances 
                                     described in this document) 
 "Acquisition Price"                the price of 10.25 pence for each 
                                     Lonrho Share 
 "AIM Rules"                        the AIM Rules for Companies published 
                                     by the London Stock Exchange 
 "AltX"                             the alternative exchange of the 
                                     JSE 
 "Business Day"                     a day (other than a Saturday, Sunday, 
                                     public or bank holiday) on which 
                                     banks are generally open for business 
                                     in London other than solely for 
                                     trading and settlement in Euro 
 "Capital Reduction"                the proposed reduction of share 
                                     capital of Lonrho pursuant to the 
                                     Scheme 
 "City Code"                        the City Code on Takeovers and Mergers 
 "Closing Price"                    the closing middle market quotations 
                                     of a share derived from the Daily 
                                     Official List of the London Stock 
                                     Exchange 
 "Conditions"                       the conditions of the Transaction 
                                     set out in Appendix 1 to this announcement 
 "Consortium"                       the consortium formed by BIH S.A. 
                                     and Rainer-Marc Frey for the purpose 
                                     of implementing the Acquisition 
 "Court"                            the High Court of Justice in England 
                                     and Wales 
 "Court Meeting"                    the meeting of the Lonrho Shareholders 
                                     convened by order of the Court pursuant 
                                     to section 899 of the Companies 
                                     Act 2006 for the purpose of considering 
                                     and, if thought fit, approving the 
                                     Scheme (with or without amendment) 
                                     and any adjournment thereof 
 "CREST"                            the relevant system (as defined 
                                     in the Uncertificated Securities 
                                     Regulations 2001 (SI 2001/3755) 
                                     in respect of which Euroclear UK 
                                     & Ireland Limited is the Operator 
                                     (as defined in the Regulations) 
 "Disclosed"                                               the information disclosed by, or 
                                                            on behalf of Lonrho; (i) in the 
                                                            annual report and accounts of the 
                                                            Lonrho Group for the financial year 
                                                            ended 31 December 2012; (ii) in 
                                                            the interim management statement 
                                                            for the first quarter to 31 March 
                                                            2013; (iii) in this announcement; 
                                                            (iv) in any other public announcement 
                                                            by, or on behalf of, Lonrho or Fastjet 
                                                            Plc in accordance with the Listing 
                                                            Rules, Disclosure Rules, Transparency 
                                                            Rules or AIM Rules (as applicable) 
                                                            prior to the date of this announcement; 
                                                            or (v) in writing prior to the date 
                                                            of this announcement and addressed 
                                                            directly to FS Africa (or its respective 
                                                            officers, employees, agents or advisors) 
 "Effective Date"                   the date on which the Scheme becomes 
                                     effective in accordance with its 
                                     terms 
 "FCA"                              the Financial Conduct Authority 
 "FS Africa"                        FS Africa Ltd, incorporated in England 
                                     and Wales with registered number 
                                     8502829 
 "Governmental Entity"              any court, administrative body, 
                                     local authority or other governmental 
                                     or quasi-governmental entity with 
                                     competent jurisdiction, any supra-national, 
                                     national, federal, state, municipal, 
                                     provincial or local governmental, 
                                     regulatory or administrative authority, 
                                     agency, commission, court, tribunal, 
                                     arbitral body, self-regulated entity, 
                                     private body exercising any regulatory, 
                                     taxing, importing or other governmental 
                                     or quasi-governmental authority 
                                     or other governmental entity 
 "Investec"                         Investec Bank plc 
 "Jefferies"                        Jefferies International Limited 
 "JSE""                             JSE Limited (Registration number 
                                     2005/022939/06), a public company 
                                     incorporated in accordance with 
                                     the laws of South Africa and licensed 
                                     as an exchange under the South African 
                                     Securities Services Act, 2004 (Act 
                                     36 of 2004), as amended 
 "JSE Listings Requirements"        the Listings Requirements as published 
                                     by the JSE, as amended from time 
                                     to time; 
 "London Stock Exchange"            London Stock Exchange plc 
 "Lonrho"                           Lonrho plc, incorporated in England 
                                     and Wales with registered number 
                                     2805337 
 "Lonrho ADRs"                      an American Depositary Receipt evidencing 
                                     a Lonrho American depositary share, 
                                     which represents one hundred Lonrho 
                                     Shares 
 "Lonrho Convertible Bonds"         the $70 million 7% Convertible bonds 
                                     due 2015 issued by Lonrho in October 
                                     2010 
 "Lonrho Convertible Bondholders"   holders of the Lonrho Convertible 
                                     Bonds 
 "Lonrho Directors"                 the persons whose names are set 
                                     out in Appendix 4 of this document 
                                     or, where the context so requires, 
                                     the directors of Lonrho from time 
                                     to time. 
 "Lonrho General Meeting"           the general meeting of Lonrho Shareholders 
                                     to be convened to consider and if 
                                     thought fit pass, inter alia, a 
                                     special resolution in relation to 
                                     the Scheme and the Acquisition 
 "Lonrho Group"                     has the meaning given to it in paragraph 
                                     G of Appendix 1 
 "Lonrho Shareholders"              the holders of Lonrho Shares 
 "Lonrho Share Plans"               the Lonrho plc Unapproved Company 
                                     Share Option Plan, the Lonrho plc 
                                     Performance Share Plan and the Lonrho 
                                     plc Sharesave Scheme 
 "Lonrho Shares"                    the ordinary shares of one (1) pence 
                                     each in the capital of Lonrho 
 "Lonrho Warrants"                  warrants over Lonrho Shares granted 
                                     pursuant to the warrant instrument 
                                     dated 10 January 2012 
 "Meetings"                         the Court Meeting and the Lonrho 
                                     General Meeting 
 "Offer"                            should the Transaction be implemented 
                                     by way of a takeover offer as defined 
                                     in Chapter 3 of Part 28 of the Companies 
                                     Act 2006, the recommended offer 
                                     to be made by or on behalf of FS 
                                     Africa to acquire the entire issued 
                                     and to be issued ordinary share 
                                     capital of Lonrho and, where the 
                                     context admits, any subsequent revision, 
                                     variation, extension or renewal 
                                     of such offer 
 "Offer Document"                   should the Transaction be implemented 
                                     by means of the Offer, the document 
                                     to be sent to Lonrho Shareholders 
                                     which will contain, inter alia, 
                                     the terms and conditions of the 
                                     Offer 
 "Offer Period"                     the period commencing on the date 
                                     of this announcement and ending 
                                     on the earlier of the date on which 
                                     the Scheme becomes effective and/or 
                                     the date on which the Scheme lapses 
                                     or is withdrawn (or such other date 
                                     as the Panel may decide) 
 "Official List"                    the official list maintained by 
                                     the UK Listing Authority 
 "Opening Position Disclosure"      an announcement containing details 
                                     of interests or short positions 
                                     in, or rights to subscribe for, 
                                     any relevant securities of a party 
                                     to the offer if the person concerned 
                                     has such a position 
 "Overseas Shareholders"            Scheme Shareholders who are resident 
                                     in, ordinarily resident in, or citizens 
                                     of, jurisdictions outside the United 
                                     Kingdom 
 "Panel"                            the UK Panel on Takeovers and Mergers 
 "Reduction Court Order"            the order of the Court under section 
                                     648 of the Companies Act 2006 confirming 
                                     the Capital Reduction 
 "Restricted Jurisdiction"          any jurisdiction where local laws 
                                     or regulations may result in a significant 
                                     risk of civil, regulatory or criminal 
                                     exposure if information concerning 
                                     the Transaction is sent or made 
                                     available to Lonrho Shareholders 
                                     in that jurisdiction 
 "Scheme"                           the proposed scheme of arrangement 
                                     under Part 26 of the Companies Act 
                                     2006 between Lonrho and Lonrho Shareholders 
                                     to implement the Transaction 
 "Scheme Court Hearing"             the hearing of the Court to sanction 
                                     the Scheme under section 899 of 
                                     the Companies Act 2006 
 "Scheme Court Order"               the order of the Court sanctioning 
                                     the Scheme under section 899 of 
                                     the Companies Act 2006 
 "Scheme Document"                  the document to be dispatched to 
                                     Lonrho Shareholders including the 
                                     particulars required by section 
                                     897 of the Companies Act 2006 
 "Scheme Shareholder"               holders of Scheme Shares 
 "Scheme Shares"                    1. the Lonrho Shares in issue at 
                                     the date of the Scheme Document; 
                                     2. any Lonrho Shares issued after 
                                     the date of the Scheme Document 
                                     and prior to the Voting Record Time; 
                                     and 
                                     3. any Lonrho Shares issued at or 
                                     after the Voting Record Time and 
                                     prior to 6.00 p.m. on the day before 
                                     the date on which the Reduction 
                                     Court Order is made in respect of 
                                     which the original or any subsequent 
                                     holder thereof is bound by the Scheme, 
                                     or shall by such time have agreed 
                                     in writing to be bound by the Scheme 
 "Strate"                              Strate Limited (Registration number 
                                        1998/022242/06), a limited liability 
                                        public company duly incorporated 
                                        in South Africa, which is a registered 
                                        central securities depository and 
                                        which is responsible for the electronic 
                                        settlement system used by the JSE 
 "Subsidiary"                       has the meaning given in section 
                                     1159 of the Companies Act 2006 
 \"Transaction"                      the proposed acquisition of the 
                                     entire issued and to be issued share 
                                     capital of Lonrho by FS Africa, 
                                     to be effected by the Scheme as 
                                     described in this document (or by 
                                     the Offer under certain circumstances 
                                     described in this document) 
 "Transaction Consideration"        the consideration payable in connection 
                                     with the Transaction 
 "UK" or "United Kingdom"           the United Kingdom of Great Britain 
                                     and Northern Ireland 
 "UK Listing Authority"             the FCA and the Prudential Regulation 
                                     Authority as the competent authority 
                                     for listing in the United Kingdom 
 "US" or "United States"            the United States of America, its 
                                     territories and possessions, any 
                                     state of the United States of America 
                                     and the District of Columbia 
 "Voting Record Time"               6.00 p.m. on the day prior to the 
                                     day immediately before the Court 
                                     Meeting or any adjournment thereof 
                                     (as the case may be) 
 "Wider FS Africa Group"            has the meaning given in Appendix 
                                     1 
 "Wider Lonrho Group"               has the meaning given in Appendix 
                                     1

This information is provided by RNS

The company news service from the London Stock Exchange

END

MSCNKPDPPBKKOPD

Lonrho (LSE:LONR)
Historical Stock Chart
From Aug 2024 to Sep 2024