TIDMLONR
RNS Number : 8736F
Lonrho PLC
30 May 2013
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY (IN WHOLE OR IN PART) IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF
SUCH JURISDICTION.
30 May 2013
Announcement of Scheme Timetable
Lonrho plc
Further to the announcement by the Boards of Lonrho plc and FS
Africa Limited made on 15 May 2013 (the "Announcement") and as
discussed at the annual general meeting of Lonrho on 29 May 2013,
the Board of Lonrho announces that the Scheme Document is expected
to be finalised next week. Accordingly, the Scheme Document is now
anticipated to be despatched to Lonrho Shareholders and, for
information only, to holders or options or awards under the Lonrho
Share Plans, holder of Lonrho Warrants and Lonrho Convertible
Bondholders on Wednesday 5 June 2013 and the anticipated timetable
of the Transaction is as set out below. Please note the dates as
set out in the timetable and the proposed date of posting of the
Scheme Document are indicative only and will depend on, among other
things, Court approval of the proposed timetable and the Court
sanctioning the scheme. In addition, the Acquisition will be
subject to certain Conditions and further terms and conditions as
set out in Appendix 1 of the Announcement.
Terms defined in the Announcement have the same meaning when
used in this announcement.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
The following indicative timetable sets out the expected dates
for the implementation of the Scheme.
The following dates Time and/or date
are indicative only
and are subject to change(1)
Court Meeting 10 a.m. on Friday 28 June, 2013
General Meeting 10.15 a.m. on Friday 28 June, 2013
Dealings in Lonrho Shares 5.00 p.m. on Thursday 18 July,
suspended on the Official 2013
List
Dealings in Lonrho Shares 9.00 a.m. (Johannesburg time) on
suspended on the JSE Friday 19 July, 2013
Effective Date of the Friday 19 July, 2013
Scheme
Dispatch of cheques by Friday 2 August, 2013
and crediting of CREST
accounts for cash consideration
due under the Scheme
South African payment Friday 2 August, 2013
date for the cash consideration
due under the Scheme
(JSE Settlement Date)
Scheme Long Stop Date 15 November, 2013
(1) These dates are indicative only and will depend,
among other things, on the date upon which (i) the Court
sanctions the Scheme, (ii) the Court confirms the associated
Reduction of Capital; and (iii) the Scheme Court Order
and the Reduction Court Order along with the Statement
of Capital are delivered to the Registrar of Companies
and, in respect of the Reduction Court Order and the
Statement of Capital, if the Court so orders for the
Scheme to become effective, when such Reduction Court
Order and Statement of Capital are registered by the
Registrar of Companies.
All references to times are to London time unless otherwise
stated.
A copy of this announcement will be available at www.lonrho.com.
The content of the website referred to in this announcement is not
incorporated into and does not form part of this announcement.
For further information:
Lonrho plc 020 7016 5105
Geoffrey White / David Armstrong
Jefferies International Limited 020 7029 8000
Sara Hale / Andrew Bell / Harry Nicholas / Vaneet Malhotra
JSE Sponsor 2711 283 0089
Java Capital
Jefferies International Limited, which is authorised and
regulated in the United Kingdom by the Financial Conduct Authority,
is acting exclusively for Lonrhoand for no one else in connection
with the subject matter of this announcement and will not be
responsible to anyone other than Lonrhofor providing the
protections afforded to its clients or for providing advice in
connection with the subject matter of this announcement.
The release, publication or distribution of this announcement in
certain jurisdictions may be restricted by law. Persons who are not
resident in the United Kingdom or who are subject to other
jurisdictions should inform themselves of, and observe, any
applicable requirements.
This announcement is not intended to, and does not, constitute
or form part of any offer, invitation or the solicitation of an
offer to purchase, otherwise acquire, subscribe for, sell or
otherwise dispose of, any securities whether pursuant to this
announcement or otherwise. The distribution of this announcement in
jurisdictions outside the United Kingdom may be restricted by law
and therefore persons into whose possession this announcement comes
should inform themselves about, and observe such restrictions. Any
failure to comply with the restrictions may constitute a violation
of the securities law of any such jurisdiction.
Disclosure requirements of the Takeover Code (the "Code")
Under Rule 8.3(a) of the 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 10th 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.
Under Rule 8.3(b) of the 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. You should contact the Panel's Market Surveillance Unit
on +44 (0)20 7638 0129 if you are in any doubt as to whether you
are required to make an Opening Position Disclosure or a Dealing
Disclosure.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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