TIDMLONR
RNS Number : 3671G
Lonrho PLC
05 June 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.
5 June 2013
Recommended Cash Offer
For
Lonrho Plc
By
FS Africa Limited
(to be implemented by way of a scheme of arrangement under part
26 of the Companies Act 2006)
Publication of Scheme Document,
Lonrho Share Plans and Lonrho Standalone Options Letters
And
Lonrho Convertible Bond Offer Memorandum
On 15 May 2013, the Board of Lonrho and the Board of FS Africa
announced that they had 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 Acquisition is to be effected
by means of a Court-sanctioned scheme of arrangement under Part 26
of the Companies Act 2006 (the "Scheme"), or by the Offer under
certain circumstances described in the Scheme Document (as defined
below).
The Board of Lonrho is pleased to announce that the circular to
Scheme Shareholders relating to the Scheme (the "Scheme Document")
containing, amongst other things, the full terms and conditions of
the Scheme, an explanatory statement pursuant to section 897 of the
Companies Act 2006, a timetable of principal events and details of
the action to be taken by Scheme Shareholders is being sent to
holders of Lonrho Shares and Lonrho ADRs (and, for information
only, to holders of options or awards under the Lonrho Share Plans,
holders of Lonrho Warrants and Lonrho Convertible Bondholders)
today, together with the Forms of Proxy.
As described in the Scheme Document, to become effective the
Scheme will require, amongst other things, the approval of Scheme
Shareholders at the Court Meeting and the passing of a special
resolution at the General Meeting. The Court Meeting and the
General Meeting are scheduled to be held at of the Livery Hall,
Plaisterer's Hall, One London Wall, London EC2Y 5JU on 28 June
2013, with the Court Meeting to commence at 10.00 a.m. and the
General Meeting to commence at 10.15 a.m. (or as soon thereafter as
the Court Meeting is concluded or adjourned). Notices of the Court
Meeting and the General Meeting are set out in the Scheme
Document.
The Scheme Document, the Forms of Proxy for use by Scheme
Shareholders at the Court Meeting and the General Meeting will be
posted to Scheme Shareholders today and will also be available for
inspection, subject to certain restrictions, on the Lonrho website
(www.lonrho.com) up to and including the Effective Date.
Subject to the requisite approval of Scheme Shareholders at the
Court Meeting and the General Meeting, the sanction of the Scheme
and the confirmation of the Capital Reduction by the Court, and the
delivery of office copies of the Court Orders and the Statement of
Capital to the Registrar of Companies and, if so ordered by the
Court, the Capital Reduction being registered by the Registrar of
Companies and the satisfaction or waiver of the other Conditions
set out in the Scheme Document, the Scheme is expected to become
Effective on or around 19 July 2013.
Action to be taken
Details of the Meetings to be held and the action to be taken in
respect of the Scheme are set out in paragraphs 5 and 14 of Part 2
(Explanatory Statement) of the Scheme Document. Scheme Shareholders
will find accompanying the Scheme Document a Form of Proxy for use
at the Court Meeting (BLUE) and a Form of Proxy for use at the
General Meeting (WHITE).
Whether or not you plan to attend the Meetings, Scheme
Shareholders on the UK Register and Scheme Shareholders on the SA
Register that either hold their Lonrho Shares in certificated
format or hold their Lonrho Shares in uncertificated format but
with "own name" registration should complete, sign and return both
the Form of Proxy for the Court Meeting (BLUE) and the Form of
Proxy for the General Meeting (WHITE) in accordance with the
instructions printed on the respective forms.
If Scheme Shareholders have any questions relating to the Scheme
Document, either of the Meetings or the completion and return of
the Forms of Proxy, they should telephone the shareholder helpline
on 0800 169 2608 (from within the UK) or +44 121 415 7047 (from
outside the UK). If you are a Lonrho Shareholder on the SA
Register, please call Link Market Services South Africa Proprietary
Limited between on +27 (11) 713 0800. Calls will be charged at
national or international rates as the case may be. Please note
that calls may be monitored or recorded. These helplines cannot
provide legal, tax or financial advice or advice on the merits of
the Scheme.
It is important that, for the Court Meeting in particular, as
many votes as possible are cast so that the Court may be satisfied
that there is a fair and reasonable representation of opinion of
Scheme Shareholders. You are therefore strongly urged to complete,
sign and return your Forms of Proxy, or, alternatively, submit your
proxy by electronic means, for both the Court Meeting and the
General Meeting, as soon as possible.
If the Scheme is approved by a majority in number of the Scheme
Shareholders present and voting in person or by proxy at the Court
Meeting, representing not less than 75 per cent. in value of the
Scheme Shares held by such Scheme Shareholders present and voting
and the passing of the resolutions necessary to implement the
Scheme at the General Meeting, the Lonrho ADRs will be cancelled
and the relevant amount of the Acquisition Consideration of the
Lonrho Shares in cash shall be delivered to the Scheme Shareholders
who have acquired their interest in Lonrho Shares by trading on the
JSE in accordance with the terms of the Scheme Document.
Lonrho ADRs
As the Acquisition is not being specifically extended to Lonrho
ADRs, Lonrho ADR holders who wish to participate in the Acquisition
should take steps to present their Lonrho ADRs to the US Depositary
for cancellation in accordance with the terms of the Deposit
Agreement, including as to the payment of the US Depositary's fees,
taxes, government charges and any applicable transfer fees pursuant
to the Deposit Agreement. Any underlying Lonrho Shares received by
Lonrho ADR holders upon such cancellation may then be included in
the Scheme following the procedures set out in the Scheme
Document.
Lonrho Share Plans and Lonrho Standalone Options
Letters are today being sent to participants in the Lonrho Share
Plans and holders of the Lonrho Standalone Options explaining the
effect of the Acquisition respectively on their options/awards and
setting out the proposals being made respectively in respect of
their outstanding options/awards in connection with the Scheme.
If Lonrho Shareholders approve the relevant amendments to the
articles of association of Lonrho to be proposed at the General
Meeting, then any Lonrho Shares issued under the Lonrho Share Plans
or pursuant to the exercise of the Lonrho Standalone Options prior
to the Scheme Record Time will be subject to the Scheme and any
Lonrho Shares issued under the Lonrho Share Plans or pursuant to
the exercise of the Lonrho Standalone Options after that time will
be transferred to FS Africa on the same terms as under the
Scheme.
The effect of the Scheme on the interests of Lonrho Directors
does not differ from its effect on the like interests of any other
Lonrho Shareholder or other participants in each relevant Lonrho
Share Plan.
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 is, therefore, being made today, 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.
The Board of Lonrho is also pleased to announce that the Lonrho
Convertible Bond offer memorandum (the "Convertible Bond Offer
Memorandum") containing the proposals made by FS Africa to Lonrho
Convertible Bondholders is being made available to Lonrho
Convertible Bondholders today through Euroclear Bank and
Clearstream, Luxembourg. A copy of the Bond Offer Memorandum is
being sent to Lonrho Convertible Bond Holders together with a copy
of the Scheme Document.
The Convertible Bond Offer Memorandum will also be available for
inspection, subject to certain restrictions, on the Lonrho website
(www.lonrho.com) up to and including the 19 July 2013.
Expected Timetable of Principal Events
The Scheme Document sets out the timetable of principal events
for the implementation of the Scheme which is set out below.
Event Time and/or date
Last Day to Trade in Lonrho Wednesday 19 June 2013
Shares on the JSE prior to
Voting Record Time
Latest time for lodging forms
of proxy for the:
Court Meeting (blue form) 10.00 a.m. on Wednesday 26
June 2013(1)
General Meeting (white form) 10.15 a.m. on Wednesday 26
June 2013 (2)
Voting Record Time for the 6.00 p.m. on Wednesday 26 June
Court Meeting and General Meeting 2013(3)
Court Meeting 10.00 a.m. on Friday 28 June
2013
General Meeting 10.15 a.m. on Friday 28 June
2013(4)
The following dates are indicative only and are subject
to change(5)
First Court Hearing (to sanction Thursday 18 July 2013
the Scheme)
Last day of dealings in Lonrho Thursday 18 July 2013
Shares on the Official List
and the JSE
Dealings in Lonrho Shares suspended 5.00 p.m. on Thursday 18 July
on the Official List 2013
Scheme Record Time in London 6.00 p.m. on Thursday 18 July
2013
Dealings in Lonrho Shares suspended 9.00 a.m. (Johannesburg time)
on the on Friday 19 July 2013
JSE
Second Court Hearing (to confirm Friday 19 July 2013
Reduction of Capital)
Effective Date of the Scheme(6) Friday 19 July 2013
Cancellation of listing on Friday 19 July 2013
the Official List of Lonrho
Shares
JSE Record Date in order to Thursday 25 July 2013
be eligible for payments
Despatch of cheques and crediting by Friday 2 August 2013
of CREST accounts for cash
consideration due under the
Scheme
South African payment date Friday 2 August 2013
for the cash consideration
due under the Scheme (JSE Settlement
Date)
Cancellation and delisting Monday 5 August 2013
of Lonrho Shares from the AltX
Long Stop Date 15 November 2013
(1) It is requested that blue Forms of Proxy for the Court
Meeting be lodged not later than 48 hours prior to the time
appointed for the Court Meeting. Blue Forms of Proxy not
so lodged may be handed to the Chairman of the Court Meeting
at the Court Meeting.
(2) White Forms of Proxy for the Lonrho General Meeting
must be lodged not later than 48 hours prior to the time
appointed for the General Meeting, if not lodged by that
time they will be invalid.
(3) If either the Court Meeting or the General Meeting is
adjourned, the Voting Record Time for the relevant adjourned
meeting will be 6.00 p.m. on the day which is two days'
prior to the date of the adjourned meeting.
(4) Or as soon thereafter as the Court Meeting shall have
concluded or been adjourned.
(5) 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.
(6) Lonrho Shares recorded in the SA Register may not be
dematerialised after Friday 19 July 2013.
(7) Transfer of Lonrho Shares between the UK Register and
the SA Register is prohibited after 18 July 2013.
All references in this announcement to times are to London time
unless otherwise stated.
All references to time in this announcement are to UK time
unless otherwise stated. The dates and times given are indicative
only and are based on Lonrho's current expectations and may be
subject to change (including as a result of changes to the
regulatory timetable). If any of the times and/or dates above
change, the revised times and/or dates will be notified to Scheme
Shareholders by announcement through a Regulatory Information
Service.
Documents available for inspection
Lonrho has today submitted the Scheme Document, the Forms of
Proxy and the Convertible Bond Offer Memorandum to the National
Storage Mechanism and they will shortly be available for inspection
at: www.Hemscott.com/nsm.do. The Scheme Document lists certain
documents that will be available for inspection at
www.lonrho.com.
Defined terms used but not defined in this announcement have the
meanings set out in the Scheme Document and the Convertible Bond
Offer Memorandum.
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 announcement 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
announcement. Neither Lonrho nor FS Africa assumes any obligation
to update or correct the information contained in this announcement
(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 Scheme Shareholders
Please be aware that addresses, electronic addresses and certain
information provided by Scheme 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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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