Sharenet Sites 
Sharenet Sites
Lonmin/ Messina - Firm intention to make an offer and further cautionary announcement Lonmin Plc (Incorporated in England) (Registered in the Republic of South Africa under registration number 1969/000015/10) ISIN code: GB0031192486 JSE code: LON Issuer code: LOLMI ("Lonmin") Messina Limited (Incorporated in the Republic of South Africa) (Registration number 1950/035912/06) JSE code: MES ISIN: ZAE 000004438 ("Messina") Firm intention to make an offer and further cautionary announcement 1. Introduction Further to the cautionary announcements dated 31 March 2005, 13 May 2005, 23 June 2005 and 4 August 2005 and following completion of the acquisition of Southern Platinum Corp. ("Southern Platinum"), Lonmin has today informed the board of Messina of its firm intention to proceed with a cash offer of ZAR 33.00 per share for the outstanding shares in Messina not currently owned by the Lonmin Group ("the offer"). The offer price represents a premium of 84% to the closing market value per Messina share on the JSE Limited ("JSE") on 18 March 2005, the last trading day immediately preceding publication of the Lonmin announcement regarding the offer to Southern Platinum shareholders. Through its acquisition of Southern Platinum, the Lonmin Group currently owns 91.5% of Messina. This offer is required in terms of the Securities Regulation Code on Takeovers and Mergers and the Rules of the Securities Regulation Panel ("SRP Code"). 2. Terms of the offer The offer price of ZAR 33.00 per share represents the see through value of Messina based on the offer price Lonmin paid for 100% of Southern Platinum. The offer price values the Messina shares not held by Lonmin at ZAR 56 295 385. The offer is conditional only on the obtaining of the requisite regulatory approvals. 3. Financial effects The table below sets out the illustrative pro forma financial effects of the offer on Messina shareholders, assuming that the offer had been concluded for income statement purposes from 1 January 2004 and for balance sheet purposes at 31 December 2004. The pro forma financial effects have been prepared using the latest available financial information, for illustrative purposes only, to provide information about how the offer might have affected the financial information presented and, because of their nature, may not give a true reflection of the financial effects of the offer: Before the After the % change offer(cents offer(cent
per share) s per share) Market value per share and cash received (1) 1 795 3 300 84 30-day volume weighted average market value per share and cash received (2) 1 633 3 300 102 Market value per share and cash received(3) 2 200 3 300 50 30-day volume weighted average market value per share and cash received (4) 2 442 3 300 35 Market value per share and cash received(5) 3 800 3 300 (13) 30-day volume weighted average market value per share and cash received (6) 3 113 3 300 6 Earnings per share (7) (975.6) 198.0 - Headline earnings per share (973.0) 198.0 - (7) 0 198 - Dividend per share (8) Net asset value per share and 1 160 3 300 184 cash received (9) Notes: 1. The "Before the offer" column reflects the closing JSE market value per Messina share on 18 March 2005, being the last trading day immediately preceding publication of the Lonmin announcement regarding the offer to Southern Platinum shareholders ("Lonmin offer announcement"). The "After the offer" column shows the consideration to be received per Messina share. 2. The "Before the offer" column reflects the 30-day volume weighted average JSE market value per Messina share calculated for the 30 days up to and including 18 March 2005, being the last trading day preceding the publication of the Lonmin offer announcement. The "After the offer" column shows the consideration to be received per Messina share. 3. The "Before the offer" column reflects the closing JSE market value per Messina share on 30 March 2005, being the day immediately preceding publication of the Messina cautionary announcement regarding the Southern Platinum offer. The "After the offer" column shows the consideration to be received per Messina share. 4. The "Before the offer" column reflects the 30-day volume weighted average JSE market value per Messina share calculated for the 30 days up to and including 30 March 2005, being the day preceding the publication of the Messina cautionary announcement regarding the Southern Platinum offer. The "After the offer" column shows the consideration to be received per Messina share. 5. The "Before the offer" column reflects the closing JSE market value per Messina share on 10 June 2005, being the day that Lonmin"s offer to Southern Platinum shareholders closed and was deemed successful. The "After the offer" column shows the consideration to be received per Messina share. 6. The "Before the offer" column reflects the 30-day volume weighted average JSE market value per Messina share calculated for the 30 days up to and including 10 June 2005, being the day that Lonmin"s offer to Southern Platinum shareholders closed and was deemed successful. The "After the offer" column shows the consideration to be received per Messina share. 7. The "Before the offer" column reflects the audited earnings and headline earnings per share for the year ended 31 December 2004. The "After the offer" column shows the after tax interest income that a Messina shareholder would have earned had the consideration to be received per Messina share been invested at an after-tax 12 month fixed deposit compounded interest rate of 6% per annum on 1 January 2004 for a period of 12 months. 8. The "Before the offer" column reflects the dividend distributed per share for the year ended 31 December 2004. The "After the offer" column shows the after tax interest income that a Messina shareholder would have earned had the consideration to be received per Messina share been invested at an after-tax 12- month fixed deposit compounded interest rate of 6% per annum on 1 January 2004 for a period of 12 months. However it should be noted that Messina has not declared a dividend in the past two years. 9. The "Before the offer" column reflects the audited net asset value per share at 31 December 2004. The "After the offer" column shows the consideration to be received per Messina share. 10. The possible application of Capital Gains Tax has not been taken into account in the calculations above. 4. Opinions and recommendations The board has formed a separate independent sub-committee to consider the terms of the offer, comprising Messrs Richard Shead and John Sanders, who have been appointed as independent non- executive directors of Messina as of 7 September 2005 and 13 September 2005 respectively. Mr. John Sanders will chair the independent board sub-committee. The sub-committee will appoint independent advisors to assist it in its tasks and to provide it with external advice as may be required in terms of the SRP Code. The opinions and recommendations of the independent advisers, independent sub-committee and the board will be set out in the circular that will be sent to Messina shareholders in terms of paragraph 6 below. 5. Securities Regulation Panel funding confirmation The Securities Regulation Panel has been given appropriate confirmation, in terms of the SRP Code, that Lonmin has sufficient cash resources available to satisfy the maximum consideration payable in terms of the offer. 6. Documentation A circular setting out the full details of the offer will be sent to Messina shareholders in due course. 7. Further cautionary announcement Shareholders of Messina are advised to continue to exercise caution when dealing in their shares until a further announcement is made. Johannesburg 16 September 2005 Investment Bank and Corporate Adviser to Lonmin Nedbank Capital Sponsor to Messina Rand Merchant Bank (A division of FirstRand Bank Limited) Corporate law advisers to Lonmin Cliffe Dekker Date: 16/09/2005 07:42:20 AM Supplied by www.sharenet.co.za Produced by the JSE SENS Department
