Wrap Text
Announcement of scheme timetable
Lonrho Plc
(Incorporated and registered in England and Wales)
(Registration number 2805337)
JSE share code: LAF; ISIN number: GB0002568813
Primary listing on the LSE and secondary listing on the AltX of the JSE
30 May 2013
ANNOUNCEMENT OF SCHEME TIMETABLE
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY (IN WHOLE OR IN PART) IN,
INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT
LAWS OF SUCH JURISDICTION.
Further to the announcement by the Boards of Lonrho plc and FS Africa Limited made on 15 May 2013 (the
"Announcement") and as discussed at the annual general meeting of Lonrho on 29 May 2013, the Board of Lonrho
announces that the Scheme Document is expected to be finalised next week. Accordingly, the Scheme Document is now
anticipated to be despatched to Lonrho Shareholders and, for information only, to holders or options or awards under the
Lonrho Share Plans, holder of Lonrho Warrants and Lonrho Convertible Bondholders on Wednesday 5 June 2013 and the
anticipated timetable of the Transaction is as set out below. Please note the dates as set out in the timetable and the
proposed date of posting of the Scheme Document are indicative only and will depend on, among other things, Court
approval of the proposed timetable and the Court sanctioning the scheme. In addition, the Acquisition will be subject to
certain Conditions and further terms and conditions as set out in Appendix 1 of the Announcement.
Terms defined in the Announcement have the same meaning when used in this announcement.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
The following indicative timetable sets out the expected dates for the implementation of the Scheme.
The following dates are indicative only and are Time and/or date
(1)
subject to change
Court Meeting 10 a.m. on Friday 28 June, 2013
General Meeting 10.15 a.m. on Friday 28 June, 2013
Dealings in Lonrho Shares suspended on the 5.00 p.m. on Thursday 18 July, 2013
Official List
Dealings in Lonrho Shares suspended on the JSE 9.00 a.m. (Johannesburg time) on Friday 19 July, 2013
Effective Date of the Scheme Friday 19 July, 2013
Dispatch of cheques and crediting of CREST by Friday 2 August, 2013
accounts for cash consideration due under the
Scheme
South African payment date for the cash Friday 2 August, 2013
consideration due under the Scheme (JSE
Settlement Date)
Scheme Long Stop Date 15 November, 2013
(1) 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.
All references to times are to London time unless otherwise stated.
A copy of this announcement will be available at www.lonrho.com. The content of the website referred to in this
announcement is not incorporated into and does not form part of this announcement.
For further information:
Lonrho plc +44(0)20 7016 5105
Geoffrey White / David Armstrong
Jefferies International Limited +44(0)20 7029 8000
Sara Hale / Andrew Bell / Harry Nicholas / Vaneet Malhotra
JSE Sponsor +2711 283 0043
Java Capital
Jefferies International Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct
Authority, is acting exclusively for Lonrho and for no one else in connection with the subject matter of this announcement
and will not be responsible to anyone other than Lonrho for providing the protections afforded to its clients or for providing
advice in connection with the subject matter of this announcement.
The release, publication or distribution of this announcement in certain jurisdictions may be restricted by law. Persons who
are not resident in the United Kingdom or who are subject to other jurisdictions should inform themselves of, and observe,
any applicable requirements.
This announcement is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an
offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities whether pursuant to this
announcement or otherwise. The distribution of this announcement in jurisdictions outside the United Kingdom may be
restricted by law and therefore persons into whose possession this announcement comes should inform themselves
about, and observe such restrictions. Any failure to comply with the restrictions may constitute a violation of the securities
law of any such jurisdiction.
Disclosure requirements of the Takeover Code (the “Code”)
Under Rule 8.3(a) of the 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 10th
business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time)
on the 10th 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 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. You should contact the Panel’s Market Surveillance Unit on +44
(0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a
Dealing Disclosure.
Date: 30/05/2013 09:07:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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