TIDMLONR
RNS Number : 7620J
Lonrho PLC
19 July 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.
19 July 2013
Lonrho plc
("Lonrho" or the "Company")
Recommended Acquisition of Lonrho plc by FS Africa Limited
Court confirmation of Reduction of Capital and Scheme
effective
Lonrho and FS Africa Limited ("FA Africa") are pleased to
announce that the Reduction of Capital required to effect the
recommended acquisition of Lonrho by FS Africa by way of a
Court-sanctioned scheme of arrangement under Part 26 of the
Companies Act 2006 (the "Scheme") was today confirmed by the Court
and that, following the delivery of the Court Orders to the
Registrar of Companies, the Scheme has become effective.
Following an application by Lonrho to the UK Listing Authority
and the London Stock Exchange, dealings in Lonrho Shares on the
Official List were suspended yesterday at 5.00 p.m. (London time).
Lonrho announces that the admission of Lonrho Shares to the
Official List of the UK Listing Authority and to trading on the
London Stock Exchange's main market for listed securities in each
case will be cancelled with effect from 8.00 a.m. (London time) on
22 July 2013.
In addition, following an application by Lonrho to the JSE,
dealings in Lonrho Shares on the AltX of the JSE were suspended
this morning from 9:00 a.m. (Johannesburg time) (19 July 2013).
Lonrho further announces that trading on the JSE's AltX of Lonrho
Shares will be cancelled and the Lonrho Shares delisted from the
JSE's AltX with effect from 9:00 a.m. (Johannesburg time) on 5
August 2013.
Lonrho has also instructed the depository for its ADR Programme
to terminate the ADR Programme in accordance with the terms and
conditions of the Deposit Agreement.
Holders of Scheme Shares who appeared on the UK register of
members at 6.00 p.m. (London time) on 18 July 2013 and who appear
on the of the SA register of members at 5.00 p.m. (Johannesburg
time) on Thursday 25 July 2013 will be entitled to receive 10.25
pence in cash for each Scheme Share held. The date for settlement
of the cash consideration in relation to the Acquisition is
expected to be on 2 August 2013.
Lonrho Shareholders recorded on the SA register and entitled to
participate in the Scheme are advised that although payment will be
made to each of them in pound sterling, upon receipt by each of
Strate and the South African transfer secretaries, to the extent
applicable, of such payment into their Rand denominated accounts,
the consideration so paid will be converted from Sterling into Rand
at a GBP:ZAR rate of exchange to be announced on or before 1 August
2013.
Save for the date upon which the admission of Lonrho Shares to
the Official List of the UK Listing Authority and to trading on the
London Stock Exchange's main market for listed securities in each
case will be cancelled being with effect from 8.00 a.m. (London
time) on 22 July 2013 set out above, the Scheme will be implemented
in accordance with the timetable set out in the Scheme Document
sent to shareholders in relation to the Scheme dated 5 June
2013.
Terms and expressions in this announcement shall, unless
otherwise defined in this announcement, have the same meanings as
given to them in the Scheme Document sent to shareholders in
relation to the Scheme dated 5 June 2013.
Enquiries:
Investec Bank plc
(Financial Adviser and Broker to FS
Africa)
Garry Levin, David Anderson, Ben Williams +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.
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.
Neither the content of the Group's website (or any other
website) nor the content of any website accessible from hyperlinks
on the Group's website (or any other website) is incorporated into,
or forms part of, this announcement.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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