Lonrho PLC Court Confirmation of Recommended Acquisition (7620J)

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    [phone] 
 Headland Consultancy 
  (Public Relations Adviser to FS Africa) 
  Howard Lee, Tom Gough, Dan Kahn              [phone] 
 Lonrho 
  Geoffrey White, David Armstrong              [phone] 
 Jefferies 
  (Financial Adviser and Broker to Lonrho) 
  Sara Hale, Andrew Bell, Harry Nicholas, 
  Michael Collinson                            [phone] 
 FTI Consulting 
  (Public Relations Adviser to Lonrho) 
  Edward Westropp, Georgina Bonham             [phone] 
 Java Capital 
  (JSE Sponsor to Lonrho)                      [phone] 
 

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

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