TIDMLONR
RNS Number : 7476E
FS Africa Limited
15 May 2013
FORM 8 (OPD)
PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER
Rules 8.1 and 8.2 of the Takeover Code (the "Code")
1. KEY INFORMATION
(a) Identity of the party to the offer making the FS Africa Limited
disclosure:
---------------------------------------------------------- ----------------------------------------------------------
(b) Owner or controller of interests and short positions A consortium comprising Rainer-Marc Frey and BIH SA, a
disclosed, if different from 1(a): vehicle controlled by Thomas Schmidheiny
The naming of nominee or vehicle companies is
insufficient
---------------------------------------------------------- ----------------------------------------------------------
(c) Name of offeror/offeree in relation to whose relevant Lonrho plc
securities this form relates:
Use a separate form for each party to the offer
---------------------------------------------------------- ----------------------------------------------------------
(d) Is the party to the offer making the disclosure the OFFEROR
offeror or the offeree?
---------------------------------------------------------- ----------------------------------------------------------
(e) Date position held: 15 May 2013
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(f) Has the party previously disclosed, or is it today NO
disclosing, under the Code in respect
of any other party to this offer?
---------------------------------------------------------- ----------------------------------------------------------
2. POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE
(a) Interests and short positions in the relevant securities of
the offeror or offeree to which the disclosure relates
Class of relevant security: Ordinary Shares of 1p each
-------------------------------------------------- ----------------------------------------
Interests Short positions
-------------------------------------------------- -------------------- ------------------
Number % Number %
-------------------------------------------------- ------------ ------ ------------- ---
(1) Relevant securities owned and/or controlled: 80,311,060 4.86
-------------------------------------------------- ------------ ------ ------------- ---
(2) Derivatives (other than options): 241,292,222 14.59
-------------------------------------------------- ------------ ------ ------------- ---
(3) Options and agreements to purchase/sell:
-------------------------------------------------- ------------ ------ ------------- ---
TOTAL: 321,603,282 19.45
-------------------------------------------------- ------------ ------ ------------- ---
Class of relevant security: 7.00% Guaranteed Convertible Bond due 2015
-------------------------------------------------- ---------------------------------------------------
Interests Short positions
-------------------------------------------------- ------------------------------- ------------------
Number % Number %
-------------------------------------------------- ------------------- ---------- ------------- ---
(1) Relevant securities owned and/or controlled: 34,000,000 48.57
-------------------------------------------------- ------------------- ---------- ------------- ---
(2) Derivatives (other than options):
-------------------------------------------------- ------------------- ---------- ------------- ---
(3) Options and agreements to purchase/sell:
-------------------------------------------------- ------------------- ---------- ------------- ---
TOTAL: 34,000,000 48.57
-------------------------------------------------- ------------------- ---------- ------------- ---
All interests and all short positions should be disclosed.
Details of any open derivative or option positions, or
agreements to purchase or sell relevant securities, should be given
on a Supplemental Form 8 (Open Positions).
Details of any securities borrowing and lending positions or
financial collateral arrangements should be disclosed on a
Supplemental Form 8 (SBL).
(b) Rights to subscribe for new securities
Class of relevant security in relation to which subscription right exists:
----------------------------------------------------------------------------
Details, including nature of the rights concerned and relevant percentages:
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If there are positions or rights to subscribe to disclose in
more than one class of relevant securities of the offeror or
offeree named in 1(c), copy table 2(a) or (b) (as appropriate) for
each additional class of relevant security.
(c) Irrevocable commitments and letters of intent
Details of any irrevocable commitments or letters of intent procured by the party to the offer
making the disclosure or any person acting in concert with it (see Note 3 on Rule 2.11 of
the Code):
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Lonrho Directors' Irrevocable Undertakings
The following Directors of Lonrho plc have irrevocably undertaken to vote in favour of the
Scheme at the Court Meeting and the resolutions to be proposed at the Lonrho General Meeting
and if the Transaction is structured as an Offer to accept or procure the acceptance of the
Offer made by FS Africa Limited:
Name of Lonrho Number of Ordinary Percentage of
Shareholder Shares of 1p Lonrho issued
each 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%
-------------------- ------------------- ---------------
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.
Other Irrevocable Undertakings
The following holders of Ordinary shares of 1p each in Lonrho plc have irrevocably undertaken
to vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at
the Lonrho General Meeting and the resolutions to be proposed at the Lonrho General Meeting
and if the Transaction is structured as an Offer to accept or procure the acceptance of the
Offer made by FS Africa Limited:
Name of Lonrho Number of Ordinary Percentage of
Shareholder Shares of 1p Lonrho issued
each share capital
--------------------- ------------------- ---------------
Zesiger Capital
Group LLC 144,311,985 8.73%
--------------------- ------------------- ---------------
CIM Investment
Management Limited 149,072,619 9.02%
--------------------- ------------------- ---------------
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.
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3. POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER MAKING THE DISCLOSURE
Details of any interests, short positions and rights to subscribe of any person acting in
concert with the party to the offer making the disclosure:
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The holdings in Ordinary Shares of 1p each held by persons acting in concert with the offeror
are as follows:
6,500,000 relevant securities representing approximately 0.39% of Lonrho's issued share capital
are held by Christopher Chambers, who is acting in concert with FS Africa Limited;
1,400,000 relevant securities representing approximately 0.08% of Lonrho's issued share capital
are held by Dr Dieter Spalti, who is acting in concert with FS Africa Limited; and
750,000 relevant securities representing approximately 0.05% of Lonrho's issued share capital
are held by Dr Reto Suter, who is acting in concert with FS Africa Limited.
The holdings in 7.00% Guaranteed Convertible Bond due 2015 held by persons acting in concert
with the offeror are as follows:
750,000 relevant securities representing approximately 1.07% of nominal value are held by
Dr Dieter Spalti, who is acting in concert with FS Africa Limited.
Investec Bank plc, connected adviser to FS Africa Limited, holds the following Ordinary Shares
of 1p each that do not benefit from exempt status under the Takeover Code:
267,524 relevant securities representing approximately 0.01% of Lonrho's issued share capital.
It has not been practicable for the offeror to make enquiries of all of its concert parties
in advance of it releasing this Opening Position Disclosure. Therefore, this Opening Position
Disclosure may not include all of the relevant details in respect of the offeror's concert
parties. The offeror 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.
--------------------------------------------------------------------------------------------------
If there are positions or rights to subscribe to disclose in
more than one class of relevant securities of the offeror or
offeree named in 1(c), copy table 3 for each additional class of
relevant security.
Details of any open derivative or option positions, or
agreements to purchase or sell relevant securities, should be given
on a Supplemental Form 8 (Open Positions).
Details of any securities borrowing and lending positions or
financial collateral arrangements should be disclosed on a
Supplemental Form 8 (SBL).
4. OTHER INFORMATION
(a) Indemnity and other dealing arrangements
Details of any indemnity or option arrangement, or any agreement or understanding, formal
or informal, relating to relevant securities which may be an inducement to deal or refrain
from dealing entered into by the party to the offer making the disclosure or any person acting
in concert with it:
If there are no such agreements, arrangements or understandings, state "none"
------------------------------------------------------------------------------------------------
None
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(b) Agreements, arrangements or understandings relating to options or derivatives
Details of any agreement, arrangement or understanding, formal or informal, between the party
to the offer making the disclosure, or any person acting in concert with it, and any other
person relating to:
(i) the voting rights of any relevant securities under any option; or
(ii) the voting rights or future acquisition or disposal of any relevant securities to which
any derivative is referenced:
If there are no such agreements, arrangements or understandings, state "none"
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None
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(c) Attachments
Are any Supplemental Forms attached?
Supplemental Form 8 (Open Positions) NO
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Supplemental Form 8 (SBL) NO
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Date of disclosure: 15 May 2013
--------------------- -----------------
Contact name: Dr Reto Suter
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Telephone number: +41 55 415 22 33
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Public disclosures under Rule 8 of the Code must be made to a
Regulatory Information Service and must also be emailed to the
Takeover Panel at monitoring@disclosure.org.uk. The Panel's Market
Surveillance Unit is available for consultation in relation to the
Code's dealing disclosure requirements on +44 (0)20 7638 0129.
The Code can be viewed on the Panel's website at
www.thetakeoverpanel.org.uk.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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