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AFO Afriore

386.90
0.00 (0.00%)
16 May 2024 - Closed
Delayed by 15 minutes
Share Name Share Symbol Market Type Share ISIN Share Description
Afriore LSE:AFO London Ordinary Share VGG0115X1024 COM SHS NPV
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 386.90 0.00 01:00:00
Industry Sector Turnover Profit EPS - Basic PE Ratio Market Cap
0 0 N/A 0

Acquisition(s)

15/11/2006 7:00am

UK Regulatory


    AfriOre Announces an All-Cash Take-Over Bid by Lonmin to Acquire AfriOre

    TSX/AIM: AFO

    ROAD TOWN, British Virgin Islands, Nov. 14 /CNW/ - AfriOre Limited
("AfriOre" or the "Company") (TSX/AIM: AFO) is pleased to announce that it has
entered into a binding agreement (the "Agreement") whereby Lonmin Plc
("Lonmin") will acquire AfriOre by means of a cash offer to shareholders at
CDN$8.75 (approximately US$7.74 or GBP(pnds stlg)4.07) per AfriOre share. The
transaction will combine Lonmin's extensive operational experience in platinum
mining, smelting and refining with AfriOre's 74% interest in the Akanani
Platinum Project ("Akanani").
    The transaction has been approved unanimously by the boards of directors
of Lonmin and AfriOre. Under the terms of the Agreement, AfriOre's directors
have undertaken to recommend the transaction to its shareholders, which is to
be structured as a take-over bid for all of the outstanding common shares of
AfriOre, including shares issuable pursuant to the exercise of options and
other convertible securities. AfriOre's common shareholders will receive
CDN$8.75 for each issued share of AfriOre, which represents a premium of 14.3%
based on the 30 day volume-weighted average trading price of AfriOre's shares
on the TSX. The Agreement is subject to certain conditions, including
completion of the definitive agreement, the directors and officers of AfriOre
having entered into lock-up agreements with Lonmin under which they agree to
tender an aggregate of at least 1,500,000 shares of AfriOre to the bid,
satisfactory technical and legal due diligence by Lonmin and the receipt of
all regulatory approvals. AfriOre has received an opinion from its financial
advisor, Toronto-based Westwind Partners Inc., that the consideration offered
by Lonmin is fair from a financial point of view to the shareholders of
AfriOre.
    Lonmin will be required to deliver a formal take-over bid circular and
commence the formal offer within 15 business days after the execution of the
definitive agreement.
    Pursuant to the Agreement from the date of this announcement until the
earlier of the date of execution of the definitive agreement and December 22,
2006, (the "Interim Period"), AfriOre has agreed, inter alia, not to issue any
shares or other securities (save for shares issuable upon exercise of any
outstanding options as at the date hereof) or to grant any new options.
AfriOre has also agreed, during the Interim Period, to customary standstill
undertakings not to solicit or invite alternative bids or other acquisition
proposals. Such undertakings, however, would not prevent the board of
directors of AfriOre from discharging their fiduciary duties to consider any
unsolicited alternative higher offers. AfriOre has agreed to pay Lonmin a
break fee of CDN$15 million if the Lonmin transaction does not proceed in
certain circumstances.
    Each AfriOre director who holds shares or options in AfriOre, together
with other shareholders representing in aggregate 6.4% of the outstanding
common shares of AfriOre on a fully diluted basis, have indicated their
intentions to enter into lock-up agreements with Lonmin and to tender their
shares to the bid, subject to limited exemptions, including where a superior
offer is made by a third party.
    Warren Newfield, President and CEO of AfriOre, said "We are pleased to
have received the offer from Lonmin, which the board of AfriOre will recommend
to shareholders to accept. We believe that this represents the optimum route
to maximize value for AfriOre shareholders and other stakeholders, and to
ensure steady progress towards mine development at Akanani. Akanani is a large
and attractive platinum project, which will benefit significantly from
Lonmin's extensive experience and skills base in the platinum industry."
    Full details of the offer will be included in the formal offer and
take-over circular to be filed with the regulatory authorities and mailed to
AfriOre shareholders in accordance with applicable securities laws. The offer
is expected to remain open for at least 35 days following the commencement of
the offer and will be subject to certain conditions relating to receipt of
requisite regulatory approvals, the absence of any material changes and
acceptance of the offer by AfriOre shareholders owning not less than 66 2/3%
of the AfriOre common shares on a fully-diluted basis. AfriOre will apply to
delist from the AIM and TSX with effect from completion of the offer.

    About Lonmin Plc

    Lonmin is the third largest platinum producer in the world. Domiciled in
the UK, the Company is listed on both the London and Johannesburg Stock
Exchanges, capitalised at US$8 billion and is a constituent of the FTSE 100.
In the year to September 30 2006, Lonmin's South African operations produced
947,795 ounces of platinum and 1,807,044 ounces of total platinum group
metals. On October 9, 2006, Lonmin became the first platinum major to convert
its old order mining rights into new order mining rights for the Group's
Marikana operations, ensuring the viable future of these operations which
currently constitute around 95% of Lonmin's annual production. Lonmin is
advised by BMO Capital Markets.

    About AfriOre Limited

    AfriOre is listed on both the Toronto Stock Exchange and the London Stock
Exchange's Alternative Investment Market. The Company is focused on its
74%-owned, 4,095 ha Akanani Platinum Project, located on the Northern Limb of
South Africa's Bushveld Complex. AfriOre's Exploration and Management Team has
extensive experience in platinum projects in South Africa, where the Company
maintains aggressive exploration and acquisition programs. AfriOre's
Management has a successful history of creating shareholder value through the
exploration and advancement of projects.
    AfriOre has a treasury of approximately CDN$ 24.1M. The Company has
51,089,721 shares outstanding and 57,058,401 shares fully diluted. For
additional information on AfriOre visit the Company's website at
www.afriore.com.

For further information: AfriOre Limited Contact: Fiona Childe, Ph.D.,
P.Geo., VP Corporate Comm., Tau Capital Corp., Tel: (416) 361-9636 x 227,
Email: fchilde(at)taucapital.com; Nominated Adviser to AfriOre Limited:
Richard Thompson, Freddy Crossley, Corporate Finance, Charles Stanley
Securities, Tel : +44 207 149 6000; Lonmin Plc Contact: Alex Shorland-Ball, VP
IR & Communications, Lonmin Plc, +44 (0) 20 7201 6060, Email:
Alex.Shorland-Ball(at)lonmin.com
(AFO)



END



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