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AFO Afriore

386.90
0.00 (0.00%)
20 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

Pre-Acquisition Agreement

15/12/2006 7:00am

UK Regulatory


    AfriOre Announces Pre-Acquisition Agreement with Lonmin

    TSX/AIM:AFO

    ROAD TOWN, British Virgin Islands, Dec. 14 /CNW/ - AfriOre Limited
("AfriOre" or the "Company") (TSX/AIM:AFO) is pleased to announce that the
Company has entered into a definitive pre-acquisition agreement (the
"Agreement") with Lonmin Plc ("Lonmin"), whereby Lonmin has agreed to offer to
acquire AfriOre by means of a cash offer to shareholders at CDN$8.75
(approximately US$7.62 or GBP(pnds stlg)3.90) per AfriOre share. The value of
the Lonmin offer amounts to CDN$496.4 million for the approximately 56.7
million AfriOre shares on a fully diluted basis.
    As announced in an AfriOre news release of November 14, 2006, the
transaction has been approved unanimously by the boards of directors of Lonmin
and AfriOre. 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. Directors,
officers, and other shareholders of AfriOre have entered into lock-up
agreements with Lonmin under which they have agreed to tender approximately
4.3 million shares of AfriOre to the bid. AfriOre received an opinion, dated
November 14, 2006, from its Canadian 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, subject to no material
changes prior to the closing of the transaction. In addition, AfriOre has
appointed Absa Capital ("Absa"), affiliated with Barclays Capital, as its
South African advisors. Absa have also recommended the AfriOre board of
directors accept the offer.
    Lonmin has delivered a merger submission to the South African Competition
Commission ("SACC") with respect to the proposed transaction, and SACC's
decision is expected to be received in January, 2007.
    The Agreement supersedes and replaces the agreement between AfriOre and
Lonmin announced on November 14, 2006 and continues to provide that Lonmin has
the right to match any unsolicited superior offer and that AfriOre is required
to pay Lonmin a compensation fee of CDN$15 million in the event that the offer
is not completed in certain circumstances.
    Lonmin is required to deliver a formal take-over bid circular and
commence the formal offer no later than January 15, 2007. 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, including approval of the merger submission by the SACC, the
absence of any material adverse changes and acceptance of the offer by AfriOre
shareholders owning not less than 66?% of the AfriOre common shares on a
fully-diluted basis. AfriOre's common shareholders will receive CDN$8.75 for
each issued share of AfriOre and the Company will apply to delist from the AIM
and TSX with effect from completion of the offer.

    About AfriOre Limited
    AfriOre is listed on both the Toronto Stock Exchange and the Alternative
Investment Market of the London Stock Exchange. 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 and gold projects in Southern Africa, where
the Company is undertaking its exploration 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$ 23.5M. The Company has
51,664,376 shares outstanding and 56,725,902 shares fully diluted. For
additional information on AfriOre visit the Company's website at
www.afriore.com.

    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 approximately US$9 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.


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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