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Lonmin Plc - Return Of Capital To Shareholders And Redenomination Of Share

Release Date: 20/12/2001 11:03
Code(s): LON
Wrap Text
Capital
Lonmin Plc
Share code: LON
ISIN code: GB0002568144
20 December 2001

RETURN OF CAPITAL TO SHAREHOLDERS AND REDENOMINATION OF SHARE CAPITAL On 29 November 2001, Lonmin announced its intention to return capital to shareholders of some 251 million, equivalent to approximately US$356 million. The proposed return to shareholders will be effected by way of a capital reduction.
The Board has also decided to implement, at the same time as the capital reduction, a redenomination of the share capital of Lonmin from Sterling into US Dollars. This is to reflect the fact that, whilst the Company will continue to have its headquarters in London and be an English company, the Group has a US Dollar based business, with US Dollar assets and US Dollar income streams. The currency of the share capital will also become
consistent with the currency in which the financial statements are already prepared. The nominal value of the new shares will be US$1.
The overall effect of the capital reduction and the redenomination ("the Proposal") is that shareholders will receive 150p in cash for each existing ordinary share and 21 new ordinary shares of US$1 each in exchange for every 25 existing ordinary shares of 1 each. The Board expects that the
implementation of the return of capital will enhance earnings per share in the current year.
After the implementation of the proposal, the new ordinary shares will continue to be traded in Sterling on the London Stock Exchange and in Rand on the JSE Securities Exchange South Africa.
With effect from the year ending 30 September 2002, the Directors will declare and recommend dividends in US Dollars but intend to pay dividends in Sterling to United Kingdom Shareholders (unless they elect to receive US Dollar dividends) calculated at the Sterling/US Dollar exchange rate at the dividend record date. Shareholders on the South African register will continue to receive dividends in Rand. All other overseas shareholders will be paid dividends in US Dollars (unless they elect to receive Sterling dividends).
Lonmin is also proposing to amend the Lonmin Share Option Schemes. The Proposal will not materially affect existing share option holders, but if the Proposal is approved in full, the options shall be in respect of the new US Dollar denominated ordinary shares which shall be of a different nominal value and currency than the existing ordinary shares. Separate approval will be sought from shareholders at the Extraordinary General Meeting. Subject to the Proposal becoming effective, Lonmin will also need to renew the previous authorities granted by shareholders to the Directors to
exercise the powers of the Company to allot new ordinary shares pursuant to section 80 of the Act and to disapply statutory pre-emption rights under section 89 of the Act. These authorities will need to be renewed following the Proposal in order to express the limits of those authorities in US Dollars and to take account of the reduced number of shares in issue. Authority will also be sought at the Annual General Meeting to renew the Company's existing authority to make market purchases of the Company's ordinary shares and at the Extraordinary General Meeting to make market purchases of the Company's ordinary shares by Lonmin after the Proposal has been effected.
In order to implement the Proposal, the approval of shareholders and of the Court will be required. Full details of the Proposal, the proposed
amendments to the Lonmin Share Option Schemes and the renewal of authorities are contained in two circulars which will be posted to shareholders today. Shareholder approval will be sought at an Extraordinary General Meeting to be held on Friday 25 January 2002 at 11:15 a.m. (London time) (or if later, 10 minutes after the Annual General Meeting of the Company to be held on the same day is concluded or adjourned) at The Ball Room, The Park Lane Hotel, Piccadilly, London W1. Principal dates in the timetable to enable the completion of the process are detailed below. Timetable of Principal Events
Posting of circular to Thursday, 20 December shareholders 2001
Latest time for receipt of Forms Wednesday 23 January of Proxy for EGM (1:15 p.m. South African time)
Annual General Meeting (1:00 Friday, 25 January p.m. South African time)
Extraordinary General Meeting Friday, 25 January (1:15 p.m. South African time)
Payment of final dividend for Monday, 18 February year ended 30 September 2001
Court hearing to confirm the Wednesday, 20 February Capital Reduction and the Redenomination
Last day of dealings in Existing Friday, 22 February Ordinary Shares on the LSE
Last day to trade cum the return Friday, 22 February and consolidation on the JSE
Effective date for the Capital Friday, 22 February Reduction and the Redenomination
Record Date for Cash Entitlement Friday, 22 February
Ex-date for SA Shareholders Monday, 25 February
Trading in Existing Ordinary Monday, 25 February Shares suspended and termination of listing on the JSE (9:00 a.m. South African time)
New Ordinary Shares listed on Monday, 25 February the JSE and dealings commence (9:00 a.m. South African time)
Dealings in the New Ordinary Monday, 25 February Shares commence on the London Stock Exchange (8:00 a.m. UK time) South African record date (for Friday, 1 March settlement) Adjustment to CSDPs and brokers Monday, 4 March credit shareholders accounts (SA)
Despatch of certificates for New by Monday, 4 March Ordinary Shares (for shareholders on the SA register)
Despatch of cheques in respect by Monday, 4 March of the return of capital (for shareholders on the SA register)
No rematerialisation or dematerialisation will take place after 15 February 2002. Enquiries Lonmin- John Robinson, 09 44 20 7201 6000
Cazenove & Co. Ltd- Michael Wentworth-Stanley, 09 44 20 7588 2828 Cazenove South Africa- Gina Gibson, 011 280 7900 Cardew & Co.- Anthony Cardew, 09 44 20 7930 0777

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