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LONRHO PLC - Recommended cash offer for Lonrho Plc by FS Africa Limited

Release Date: 15/05/2013 08:28
Code(s): LAF     PDF:  
Wrap Text
Recommended cash offer for Lonrho Plc by FS Africa Limited

Lonrho Plc
(Incorporated and registered in England and Wales)
(Registration number 2805337)
JSE share code: LAF; ISIN number: GB0002568813
(“Lonrho”)


RECOMMENDED CASH OFFER FOR LONRHO PLC BY FS AFRICA LIMITED


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.


The Board of Lonrho and the Board of FS Africa are pleased to announce that they have reached
agreement on the terms of a recommended cash offer by FS Africa for the entire issued and to be
issued share capital of Lonrho. The Transaction is to be effected by means of a Court-sanctioned
scheme of arrangement under Part 26 of the Companies Act 2006 (or by the Offer under certain
circumstances described in this document).

Highlights

-   Under the terms of the Transaction, Lonrho Shareholders will be entitled to receive:

        For each Lonrho Share:           10.25 pence in cash

The Transaction Consideration represents:

        -    a premium of approximately 97.1% to the Closing Price of 5.2 pence per Lonrho
             Share on 14 May 2013 (being the last Business Day before this announcement); and

        -    a premium of approximately 38.2% to the average Closing Price of 7.42 pence per
             Lonrho Share for the six month period ended 14 May 2013 (being the last Business Day
             before this announcement).

The Transaction Consideration values Lonrho’s issued and to be issued share capital on a fully diluted
basis (assuming exercise of all outstanding in the money options, Lonrho LTIP awards and Lonrho
Warrants) at approximately £174.5 million.

-   The Lonrho Directors, who have been so advised by Jefferies (as the independent advisor for the
    purposes of Rule 3 of the City Code), consider the terms of the Transaction to be fair and
    reasonable. In providing its advice Jefferies has taken into account the commercial assessments
    of the Lonrho Directors. Accordingly, the Lonrho Directors intend unanimously to recommend that
    Lonrho Shareholders vote in favour of the resolutions relating to the Transaction at the Meetings
    (or in the event that the Transaction is implemented by way of an Offer, to accept or procure
    acceptance of such offer) as the Lonrho Directors have irrevocably undertaken to do in respect of
    their own beneficial holdings of 4,633,197 Lonrho Shares in aggregate representing
    approximately 0.28% of Lonrho’s issued share capital on 14 May 2013 (being the last Business
    Day before this announcement).

-   Currently FS Africa (together with certain parties acting in concert with it) holds or is otherwise
    interested in 330,253,282 Lonrho Shares representing approximately 19.97% of Lonrho's issued
    share capital.
-   FS Africa has received irrevocable undertakings from the Lonrho Directors to vote in favour of the
    Scheme in respect of their entire beneficial holdings totalling 4,633,197 Lonrho Shares in
    aggregate and representing approximately 0.28% of Lonrho’s issued share capital. Further
    details of these irrevocable undertakings are set out in Appendix 3 to this announcement.

-   In addition, certain investors have given irrevocable undertakings to FS Africa to vote in favour of
    the Scheme in respect of, in aggregate, 293,384,604 Lonrho Shares representing approximately
    17.74% of Lonrho’s issued share capital. Further details of these irrevocable undertakings are set
    out at paragraph 14 of this announcement.

-   Lonrho is a conglomerate, operating in Africa, which focuses on the provision of logistics and
    infrastructure for the agriculture and oil and gas sectors throughout the continent. Lonrho has a
    brand recognition that reflects a 100 year legacy of creating and building businesses within Africa.
    Lonrho’s core business divisions are in Agriculture and Infrastructure, with ancillary operations in
    the Hotel division and the Support Services division.

-   FS Africa is a newly incorporated company incorporated in England and Wales at the direction of
    the Consortium for the purpose of implementing the Acquisition. FS Africa is jointly owned and
    controlled by Rainer-Marc Frey and BIH S.A., a company controlled and owned by Thomas
    Schmidheiny.

-   Commenting on today’s announcement, Rainer-Marc Frey, the Chairman of FS Africa said:

    “We are pleased to receive a recommendation from the Board of Lonrho and our cash offer
    should provide certainty to shareholders.”

-   Thomas Schmidheiny, Consortium member added:

    “We believe Lonrho has strong long-term prospects, but the significant capital required to grow
    the business over time is evident.”

-   Commenting on the Transaction, Ambassador Frances Cook, the Chairman of Lonrho said:

    “With the significant efforts of our employees and management, Lonrho has been rapidly growing
    its four strategic divisions aligned with the economic growth being driven by the agriculture and oil
    and gas sectors, such that Lonrho now operates throughout 18 countries in Africa. FS Africa
    recognises these achievements and wants to build on our well-established platform to further
    expand and invest in the business to enhance Lonrho’s market-leading positions. The Board is
    recommending this offer, and believes it gives our shareholders the opportunity to realise that
    value with the certainty of a cash offer.”

This summary should be read in conjunction with the following full announcement and the
Appendices.

The Transaction will be subject to the Conditions and other terms set out in this announcement and to
the full terms and conditions which will be set out in the Scheme Document. Appendix 2 to the full
announcement contains bases and sources of certain information contained in this announcement.
Details of irrevocable undertakings received by FS Africa are set out in Appendix 3 to the full
announcement. Certain terms used in this announcement are defined in Appendix 5 to the full
announcement.
Enquiries:

   Investec Bank plc                                                +44 (0) 20 7597 5970

   (Financial Adviser and Broker to FS Africa)

   Alex Snow, Garry Levin, David Anderson

   Headland Consultancy                                             +44 (0) 20 7367 5222

   (Public Relations Adviser to FS Africa)

   Howard Lee, Tom Gough, Dan Kahn


   Lonrho                                                           +44 (0) 20 7016 5105

   Geoffrey White, David Armstrong

   Jefferies                                                        +44 (0) 20 7029 8000

   (Financial Adviser and Broker to Lonrho)

   Sara Hale, Andrew Bell, Harry Nicholas, Michael Collinson

   FTI Consulting                                                   +44 (0) 20 7831 3113

   (Public Relations Adviser to Lonrho)

   Edward Westropp, Georgina Bonham

   Java Capital                                                     +27 (011) 283 0042

   (JSE Sponsor to Lonrho)

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 document 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 document. Neither Lonrho nor FS Africa
assumes any obligation to update or correct the information contained in this document (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.

Dealing and Opening Position Disclosure Requirements

Under Rule 8.3(a) of the City 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
                                                           th
made by no later than 3.30 pm (London time) on the 10 business day following the commencement
                                                                                          th
of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10 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 City 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. If you are in any doubt as to
whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you
should contact the Panel’s Market Surveillance Unit on +44 (0)20 7638 0129.

Information relating to Lonrho Shareholders

Please be aware that addresses, electronic addresses and certain information provided by Lonrho
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.

Rule 2.10 Requirement

In accordance with Rule 2.10 of the City Code, Lonrho announces that it has in issue 1,653,415,048
ordinary shares of 1 pence each in issue admitted to the Official List (premium segment) and to
trading on the London Stock Exchange’s Main Market for listed securities and listed on the JSE’s AltX.
The International Securities Identification Number (“ISIN”) of the ordinary shares is GB0002568813.

In addition the Company has US$70,000,000 7% Guaranteed Convertible Bonds due 2015 admitted
to the official list of the Luxembourg Stock Exchange and admitted to trading on the Euro MTF Market
of the Luxembourg Stock Exchange. The ISIN is XS0549738531.
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.

                                      Recommended Cash Offer
                                                For
                                            Lonrho Plc
                                          By FS Africa Ltd
1.      Introduction

The Board of Lonrho and the Board of FS Africa are pleased to announce that they have reached
agreement on the terms of a recommended cash offer by FS Africa for the entire issued and to be
issued share capital of Lonrho.

2.      The Transaction

It is intended that the Transaction will be implemented by way of a Court-sanctioned scheme of
arrangement under Part 26 of the Companies Act 2006. The purpose of the Scheme is to enable FS
Africa to acquire the whole of the issued and to be issued share capital of Lonrho.

Under the terms of the Scheme, which will be subject to the Conditions and other terms set out in this
announcement and to further terms to be set out in the Scheme Document, Lonrho Shareholders will
receive:

For each Lonrho Share:        10.25 pence in cash

The Transaction Consideration represents:

        -    a premium of approximately 97.1% to the Closing Price of 5.2 pence per Lonrho
             Share on 14 May 2013 (being the last Business Day before this announcement); and

        -    a premium of approximately 38.2% to the average Closing Price of 7.42 pence per
             Lonrho Share for the six month period ended 14 May 2013 (being the last Business Day
             before this announcement).

The Transaction Consideration values Lonrho’s issued and to be issued share capital on a fully diluted
basis (assuming exercise of all outstanding in the money options, Lonrho LTIP awards and Lonrho
Warrants) at approximately £174.5 million.

In the event that the Transaction is to be implemented by way of an Offer, the Lonrho Shares will be
acquired pursuant to the Offer fully paid and free from all liens, charges, equitable interests,
encumbrances and rights of pre-emption and any other interests of any nature whatsoever and
together with all rights attaching thereto. Any new Lonrho Shares issued to FS Africa pursuant to the
Scheme will be issued on the same basis.

There will also be an offer to all Lonrho Convertible Bondholders at a price which reflects the price at
which the Lonrho Convertible Bondholders may require Lonrho to redeem the Lonrho Convertible
Bonds on a change of control. Further details of this offer are set out in paragraph 11 below.

3.      Recommendation

The Lonrho Directors, who have been so advised by Jefferies, consider the terms of the Transaction
to be fair and reasonable. In providing its advice Jefferies has taken into account the commercial
assessments of the Lonrho Directors.
Accordingly, the Lonrho Directors intend unanimously to recommend that Lonrho Shareholders vote in
favour of the Scheme (or in the event that the Transaction is implemented by way of a takeover offer,
to accept or procure acceptance of such offer) as the Lonrho Directors have irrevocably undertaken to
do in respect of their entire beneficial holdings of 4,633,197 Lonrho Shares in aggregate and
representing approximately 0.28% of Lonrho’s issued share capital.

4.      Background to and reasons for the recommendation

Over the past four years, Lonrho has strategically positioned and invested in its divisions,
Agribusiness, Infrastructure, Support Services and Hotels, to service the requirements in Africa from
global demand for energy and food production. 2012 was a significant year for Lonrho as it completed
the building of foundations of these business units and took strategic action to focus on increasing
margins through operational efficiencies and building long term sustainable customer relationships; a
transition in strategy which has taken longer to complete than the Lonrho Directors expected. Despite
challenging global economic conditions and alongside an on-going requirement to invest in the
businesses in order to achieve its growth potential, this is a strategy Lonrho has continued to execute
in 2013.

The Lonrho Directors believe that the Offer, which is all in cash and at a significant premium to
Lonrho’s current and recent share price, recognises and values the potential of the business. The
Lonrho Directors have assessed the benefits of maintaining an independent listing and the potential
future growth in equity value for investors against the certainty for Lonrho Shareholders of realising
value at a significant cash premium to the recent share price.

The Lonrho Directors have concluded that Lonrho Shareholders’ best interests are served by the Offer
being made to them. The Lonrho Directors believe that significant benefits to employees and
customers of Lonrho can be achieved through Lonrho being owned by an organisation that has
experience in managing businesses in developing countries and is committed to investing significant
levels of capital into the business over the long term.

5.      Background to and reasons for the Transaction

Members of the Consortium have significant experience in investing in and the building of multi-
national businesses, including in regions such as Africa. In identifying opportunities for investment,
certain members of the Consortium historically have invested in both the equity and debt capital of
Lonrho believing that Lonrho’s principal strategy of building a portfolio of businesses that are
strategically positioned to take advantage of the economic development of the African region was
sound.

There are inherent challenges in building and running a conglomerate with diverse business interests
in an emerging market environment such as Africa. This has resulted in volatility in Lonrho’s financial
results due, in part, to certain of Lonrho’s businesses being at different stages of maturity. The Lonrho
Directors believe that in order to unlock the inherent value within Lonrho a restructuring of Lonrho and
appropriate levels of additional capital investment in Lonrho’s core assets of its Agribusiness and
Logistics business are required. The Lonrho Directors believe that FS Africa is well placed to bring
relevant operational and industry expertise to Lonrho, as well as capital, to support a strategy to
create long term value.

6.      Information relating to Lonrho

Lonrho is a conglomerate, operating in Africa, which focuses on the provision of logistics and
infrastructure for the agriculture and oil and gas sectors throughout the continent. Lonrho has a brand
recognition that reflects a 100 year legacy of creating and building businesses within Africa. Lonrho
only invests and builds businesses in Africa, and the corporate strategy is to help facilitate the
development of the Continent. Lonrho’s core business divisions are in Agriculture and Infrastructure,
with ancillary operations in the Hotel division and Support Services division. These important
industries provide some of the building blocks and foundations required for successful economic
growth. Lonrho has built tangible operational businesses that promote job creation, assist poverty
reduction, and are an integral part of African economic development.

Lonrho’s ordinary share capital is admitted to the Official List (premium segment) and to trading on
London Stock Exchange’s Main Market for listed securities. Lonrho also maintains a secondary listing
on the JSE’s AltX and has its American Depository Receipts traded on the OTC QX International
Exchange in the United States. Lonrho’s Convertible Bond is admitted to the official list of the
Luxembourg Stock Exchange and admitted to trading on the Euro MTF Market of the Luxembourg
Stock Exchange.

As set out in Lonrho’s interim management statement announced on 9 May 2013, financial highlights
to 31 March 2013 include:

     -   Revenue in the first quarter of 2013 was £39.1 million. On an adjusted like-for-like basis at
         constant currency revenue has marginally increased by 0.3% year on year;

     -   Gross margins across the Lonrho Group were up 7.2% in the quarter demonstrating the
         results of the continued focus and strategic action by the Lonrho Board on increasing margins
         through operational efficiencies; and

     -   Net debt was £99.1 million at 31 March 2013 compared with £87.2 million at 31 December
         2012. The majority of this increase (of £11.9 million) was due to a £6.1 million negative
         foreign exchange movement due to the decline of Sterling versus the US dollar. The balance
         reflects anticipated working capital movements in the quarter.

For the financial year ended 31 December 2012 Lonrho reported revenues from core operating
divisions of £186.3 million. As at 31 December 2012 Lonrho’s net assets were £174.2 million with net
indebtedness of £87.2 million. Lonrho’s net operating loss for the year from core operating divisions
was £3.4 million with a basic loss per share of 0.11 pence.

7.       Information relating to FS Africa

FS Africa is a newly incorporated company incorporated in England and Wales at the direction of the
Consortium for the purpose of implementing the Acquisition. FS Africa is jointly owned and controlled
by Rainer-Marc Frey and BIH S.A., a company controlled and owned by Thomas Schmidheiny.
Christopher M. Chambers is acting as a consultant to FS Africa on the Transaction and it is expected
that he will join the board of Lonrho if the Scheme becomes effective.

FS Africa has not traded since its incorporation, nor has it entered into any obligations other than in
connection with the implementation of the Acquisition. Further information in relation to FS Africa will
be set out in the Scheme Document.

Currently FS Africa (together with certain parties acting in concert with it) holds or is otherwise
interested in 330,253,282 Lonrho Shares representing approximately 19.97% of Lonrho's issued
share capital.

8.      Management, employees and locations

As would be expected, in due course, FS Africa intends to enter into discussions with senior
management of Lonrho regarding their role and potential continuing involvement in the on-going
business of Lonrho. There are no agreements or arrangements between FS Africa and senior
management of Lonrho regarding their continuing involvement at this time and the Transaction is not
conditional on reaching agreement with senior management.

FS Africa attaches great importance to the active participation and continued commitment of Lonrho’s
employees. Accordingly, FS Africa intends and has given assurances to the Lonrho Board that, upon
and following completion of the Acquisition, the existing contractual and statutory employment rights
and pension rights of all employees will be fully safeguarded and the Lonrho Group employers will
continue to comply with the contractual and other entitlements in relation to pension and employment
rights of existing employees.

Upon completion of the transaction FS Africa will undertake a strategic review of Lonrho's business
and operations and, save as disclosed below, until that review is completed FS Africa cannot be
certain what, if any, repercussions there will be on employment of the management and employees of
Lonrho, the location of Lonrho’s places of business or any redeployment of Lonrho’s fixed assets.

It is anticipated that the strategic review will include particular focus on the costs associated with the
central functions of Lonrho, including those associated with Lonrho having been listed on the Official
List and traded on the London Stock Exchange. It is likely that this may lead to a limited number of
redundancies at Lonrho’s head office function.

Save as set out above, FS Africa currently has no other firm intentions with regard to the employment
of the management and employees of Lonrho, the location of Lonrho’s places of business or any
redeployment of Lonrho’s fixed assets.

9.      Financing of the Transaction

The cash consideration payable pursuant to the Transaction will be provided by the Consortium
members through equity contributions to FS Africa. It is not envisaged that any third party debt
finance will be required.

Investec, financial adviser to FS Africa, is satisfied that sufficient resources are available to FS Africa
to satisfy in full the cash consideration payable pursuant to the Transaction.

Further information on the financing of the Transaction will be set out in the Scheme Document.

10.     Opening Position Disclosure

Currently FS Africa (together with certain parties acting in concert with it) holds or is otherwise
interested in 330,253,282 Lonrho Shares representing approximately 19.97% of Lonrho's issued
share capital. A public Opening Position Disclosure will be made on the date of this announcement
setting out details of these interests.

It has not been practicable for FS Africa to make enquiries of all of its concert parties in advance of
the release of this announcement. Therefore, this announcement may not include all of the relevant
details in respect of FS Africa’s concert parties. FS Africa confirms that a further disclosure in
accordance with Rule 8.1(a) and note 2(a)(i) on Rule 8 of the Takeover Code will be made as soon as
possible, if required.

11.       Share Plans, Convertible Bonds and Lonrho ADRs

Share Plans and Warrants

Appropriate proposals will be made to participants in the Lonrho Share Plans and holders of the
Lonrho Warrants and such persons will be sent separate letters in due course explaining the effect of
the Offer on their options/awards and setting out the proposals being made in respect of their
outstanding options/awards and warrants in connection with the Scheme.

Convertible Bonds

Under the terms of the Lonrho Convertible Bonds, Lonrho Convertible Bondholders have a change of
control put right whereby, following the occurrence of a change of control of the ownership of Lonrho,
bondholders will have the right to require Lonrho to redeem their Lonrho Convertible Bonds at a
specified price which varies depending on when the change of control occurs and is calculated on the
basis of a formula described under the terms of the Lonrho Convertible Bonds.

An offer will, therefore, be made to all Lonrho Convertible Bondholders at a price which reflects the
price at which the Lonrho Convertible Bondholders may require Lonrho to redeem the Lonrho
Convertible Bonds on a change of control. Lonrho and FS Africa will notify Lonrho Convertible
Bondholders of the change of control redemption price once the date of the change of control is
known and the price has been calculated. Currently FS Africa (together with parties acting in concert
with it) holds approximately 49.64% of the principal amount of the Lonrho Convertible Bonds.

The attention of Lonrho Convertible Bondholders is drawn to FS Africa’s intention to delist Lonrho, as
described in paragraph 15, below.

Lonrho ADRs

If the Scheme becomes effective in accordance with paragraph 13 below, the Lonrho ADRs will be
cancelled and Bank of New York Mellon, as depositary, will deliver the Transaction Consideration to
which holders of Lonrho ADRs are entitled in cash to those holders in accordance with the deposit
agreement which governs them.

Holders of Lonrho ADRs should contact Bank of New York Mellon for further information about the
Transaction and its effect on the Lonrho ADRs.

12.       Offer – related arrangements

Lonrho and FS Africa have entered into a mutual confidentially agreement dated 25 April 2013
pursuant to which each of Lonrho and FS Africa has undertaken to keep certain information relating to
both the Acquisition and the other party confidential and not to disclose such information to third
parties, except:

      -   to certain permitted connected persons of either party or other disclosees for the purposes of
          evaluating the Acquisition;

      -   if required by applicable laws or regulations or at the request of any applicable governmental
          or supervisory organisation; or

      -   information which relates to the Acquisition and is released by Lonrho provided that (to the
          extent permitted) Lonrho first consults with the provider of the information.
These confidentiality obligations will remain in force for two years from the date of the mutual
confidentiality agreement.

13.     Scheme of Arrangement

It is intended that the Transaction will be effected by a Court-sanctioned scheme of arrangement
between Lonrho and the Scheme Shareholders under Part 26 of the Companies Act 2006. The
purpose of the scheme is to provide for FS Africa to become owner of the whole of the issued and to
be issued share capital of Lonrho.

Under the Scheme, the Transaction is to be achieved by the cancellation of the Scheme Shares and
the application of the reserve arising from such cancellation in paying up in full a number of new
shares in Lonrho (which is equal to the number of Scheme Shares cancelled) and issuing the same to
FS Africa in consideration for which Scheme Shareholders will receive cash consideration on the
basis set out in paragraph 2 of this announcement.

The Transaction will be subject to the Conditions and further terms and conditions referred to in
Appendix 1 to this announcement and to be set out in the Scheme Document. The Conditions include
(i) a long-stop date of 15 November 2013 by which the Scheme must become effective (unless
extended with the agreement of FS Africa and Lonrho); (ii) a condition that the Meetings are held no
                  nd
later than the 22 day after the expected date of the Meetings to be set out in the Scheme Document
in due course (or such later date as may be agreed between FS Africa and Lonrho); and (iii) a
                                                                          nd
condition that the Scheme is sanctioned by the Court no later than the 22 day after the expected
date of the Scheme Court Hearing to be set out in the Scheme Document in due course (or such later
date as may be agreed between FS Africa and Lonrho).

To become effective, the Scheme requires the approval of Scheme Shareholders by the passing of a
special resolution at the Court Meeting. The resolution must be approved by a majority in number of
the Scheme Shareholders present and voting (and entitled to vote), either in person or by proxy,
representing not less than 75% of the Scheme Shares held by such Scheme Shareholders and the
passing of a special resolution at the Lonrho General Meeting, requiring the approval of Lonrho
Shareholders representing at least 75% of the votes cast at the Lonrho General Meeting (either in
person or by proxy). The Lonrho General Meeting will be held immediately after the Court Meeting. In
respect of the special resolution at the Lonrho General Meeting, Lonrho Shareholders will be entitled
to cast one vote for each Scheme Share held.

Following the Meetings, the Scheme must be sanctioned by the Court and the associated Capital
Reduction must be confirmed by the Court. The Scheme will only become effective once a copy of the
Scheme Court Order and a copy of the Reduction Court Order are delivered to the Registrar of
Companies.

Upon the Scheme becoming effective, it will be binding on all Lonrho Shareholders, irrespective of
whether or not they attended or voted at the Meetings and the cash consideration will be despatched
by FS Africa to Scheme Shareholders no later than 14 days after the Effective Date.

The Scheme Document will include full details of the Scheme, together with notices of the Court
Meeting and the Lonrho General Meeting and the expected timetable, and will specify the action to be
taken by Scheme Shareholders. The circular including the Scheme and notices of the Meetings will be
sent to Lonrho Shareholders as soon as reasonably practicable.

The Scheme will be governed by English law. The Scheme will be subject to the applicable
requirements of the City Code, the Panel, the London Stock Exchange and the UK Listing Authority.
The bases and sources of certain information contained in this announcement are set out in Appendix
2. Certain terms used in this announcement are defined in Appendix 5.

14.     Irrevocable Undertakings

FS Africa has received irrevocable undertakings to vote in favour of the Scheme at the Court Meeting
and the resolutions to be proposed at the Lonrho General Meeting in respect of a total of 298,017,801
Lonrho Shares representing in aggregate approximately 18.02% of Lonrho’s existing issued share
capital, further details of which are set out below. See Appendix 3 for a breakdown of these
irrevocable undertakings.

Lonrho Directors’ Irrevocable Undertakings

The Lonrho Directors have irrevocably undertaken to vote in favour of the Scheme in respect of their
own beneficial holdings totalling 4,633,197 Lonrho Shares in aggregate representing approximately
0.28% of Lonrho’s issued share capital.

These irrevocable undertakings remain binding if a higher competing offer for Lonrho is made but they
cease to be binding if the Scheme terminates or lapses in accordance with its terms or otherwise
becomes incapable of ever becoming effective, provided that FS Africa has not, within seven days of
the Scheme having so terminated or lapsed, announced in accordance with Rule 2.7 of the City Code,
that it intends to implement the Transaction instead by way of an Offer. See Appendix 3 for a
breakdown of these irrevocable undertakings.

Other Irrevocable Undertakings

FS Africa has also received irrevocable undertakings from each of Zesiger Capital Group LLC and
CIM Investment Management Limited to vote in favour of the Scheme at the Court Meeting and the
resolutions to be proposed at the Lonrho General Meeting in respect of a total of 293,384,604 Lonrho
Shares, representing approximately 17.74% of Lonrho's issued share capital.

These irrevocable undertakings cease to be binding if a competing offer for all of the shares in Lonrho
is announced with a consideration value per share which is not less than 10% greater than the
Transaction Consideration and FS Africa has not within 14 days of the date of the announcement of
the competing offer announced a revised offer the terms of which, in the reasonable opinion of
Jefferies as the independent adviser for the purposes of Rule 3 of the City Code, provides equal or
greater value for Lonrho Shareholders than that provided under such competing offer. See Appendix 3
for a breakdown of these irrevocable undertakings.

15.     Delisting and re-registration

Prior to the Scheme becoming effective, a request will be made to the London Stock Exchange to
cancel trading in Lonrho Shares on its market for listed securities on the first Business Day following
the Effective Date and the UK Listing Authority will be requested to cancel the listing of the Lonrho
Shares from the Official List on the first Business Day following the Effective Date.

In addition, prior to the Scheme becoming effective a request will be made to the JSE to terminate the
secondary listing of the Lonrho Shares on the JSE’s AltX on the first Business Day following the
Effective Date, or such other date as the JSE may determine.

Share certificates in respect of the Lonrho Shares will cease to be valid and should be destroyed on
the first Business Day following the Effective Date. In addition, entitlements held within the CREST
system to the Lonrho Shares will be cancelled on the first Business Day following the Effective Date.
Shares held in certificated or dematerialised form on the South African share register will be cancelled
in accordance with the JSE Listings Requirements and the applicable Strate settlement rules.

As soon as possible after the Effective Date, it is intended that Lonrho will be re-registered as a
private limited company.

16.     Documents on display

Copies of the following documents will by no later than 12 noon on 16 May 2013 be published on
www.lonrho.com until the end of the Offer Period: (i) the irrevocable undertakings; and (ii) the
confidentiality letter referred to in paragraph 12 above.

17.     General

FS Africa reserves the right to elect to implement the Transaction by way of an Offer for the entire
issued and to be issued share capital of Lonrho not already held by FS Africa as an alternative to the
Scheme. In such an event an Offer will be implemented on the same terms (subject to appropriate
amendments), so far as applicable, as those which would apply to the Scheme and subject to the
amendment referred to in Appendix 1 of this announcement regarding the acceptance condition for
such an offer.

If the Transaction is effected by way of an Offer and such Offer becomes or is declared unconditional
in all respects and sufficient acceptances are received FS Africa intends to: (i) request the London
Stock Exchange and the UK Listing Authority cancel trading in Lonrho Shares on the London Stock
Exchange’s main market for listed securities and the listing of the Lonrho Shares from the Official List;
(ii) request the JSE to cancel trading in Lonrho Shares on the JSE’s AltX; and (iii) exercise its rights to
apply the provisions of Chapter 3 of Part 28 of the Companies Act 2006 to acquire compulsorily the
remaining Lonrho Shares in respect of which the Offer has not been accepted.

No chain principle bid for Fastjet Plc is being required per Note 8 to Rule 9.1 of the City Code.

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 JSE Listings
Requirements, insofar as same is relevant, 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”, “target”, “expect”, “estimate”, “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 document 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 document. Neither Lonrho nor FS Africa
assumes any obligation to update or correct the information contained in this document (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.

Dealing and Opening Position Disclosure Requirements

Under Rule 8.3(a) of the City 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
                                                           th
made by no later than 3.30 pm (London time) on the 10 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 City 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. If you are in any doubt as to
whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you
should contact the Panel’s Market Surveillance Unit on +44 (0)20 7638 0129.

Information relating to Lonrho Shareholders
Please be aware that addresses, electronic addresses and certain information provided by Lonrho
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.

Rule 2.10 Requirement

In accordance with Rule 2.10 of the City Code, Lonrho announces that it has in issue 1,653,415,048
ordinary shares of 1 pence each in issue admitted to the Official List (premium segment) and to
trading on the London Stock Exchange’s Main Market for listed securities and listed on the JSE’s AltX.
The International Securities Identification Number (“ISIN”) of the ordinary shares is GB0002568813.

In addition the Company has US$70,000,000 7% Guaranteed Convertible Bonds due 2015 admitted
to the official list of the Luxembourg Stock Exchange and admitted to trading on the Euro MTF Market
of the Luxembourg Stock Exchange. The ISIN is XS0549738531.


                                                 APPENDIX 1

                 CONDITIONS TO AND CERTAIN FURTHER TERMS OF THE ACQUISITION

Part A:             Conditions of the Acquisition

The Acquisition will be conditional upon the Scheme becoming unconditional and becoming effective
by no later than 15 November 2013, or such later date (if any) as FS Africa and Lonrho may agree
and the Court may allow.

(A)       The Scheme will be conditional upon:

(1)       its approval by a majority in number representing not less than three-fourths in value of the
          Scheme Shareholders (or the relevant class or classes thereof, if applicable) present and
          voting, either in person or by proxy, at the Court Meeting and at any separate class meeting
          which may be required by the Court or at any adjournment of any such meeting on or before
                 nd
          the 22 day after the expected date of the Court Meeting to be set out in the Scheme
          Document in due course (or such later date, if any, as FS Africa and Lonrho may agree and
          the Court may allow);

(2)       all resolutions necessary to approve and implement the Scheme being duly passed by the
          requisite majority or majorities at the General Meeting of Lonrho or at any adjournment of that
                                        nd
          meeting on or before the 22 day after the expected date of the General Meeting to be set
          out in the Scheme Document in due course (or such later date, if any, as FS Africa and
          Lonrho may agree and the Court may allow); and

(3)       the sanction of the Scheme by the Court with or without modification (but subject to any such
          modification being acceptable to FS Africa and Lonrho) and the confirmation of the Reduction
          of Capital by the Court with or without modification (but subject to any such modification being
                                                                    nd
          acceptable to FS Africa and Lonrho) on or before the 22 day after the expected date of the
          Scheme Court Hearing to be set out in the Scheme Document in due course (or such later
          date, if any, as FS Africa and Lonrho may agree and the Court may allow) and:

          (i)       the delivery of a copy of each of the Court Orders and of the requisite statement of
                    capital to the Registrar of Companies in England and Wales; and

          (ii)      if the Court so orders for it to become effective, the registration of the Reduction Court
                    Order and the statement of capital by the Registrar of Companies in England and
                    Wales.

In addition, FS Africa and Lonrho have agreed that the Acquisition will be conditional upon the
following conditions and, accordingly, the necessary actions to make the Scheme effective will not be
taken unless the following conditions (as amended if appropriate) have been satisfied or, where
relevant, waived:

(B)       insofar as required by law, the relevant Governmental Entity in South Africa, Botswana,
          Namibia, Zambia, Kenya and Nigeria having cleared or been deemed to have cleared the
          Transaction under applicable antitrust or merger control rules;

(C)       the passing at a General Meeting (or at any adjournment thereof) of FS Africa of such
          resolution or resolutions as are necessary to approve, implement and effect the Offer and the
          acquisition of any Lonrho Shares;

(D)   except as Disclosed, there being no provision of any agreement, arrangement, licence, permit
      or other instrument to which any member of the Wider Lonrho Group is a party or by or to
      which any such member or any of its assets may be bound, entitled or subject, which in
      consequence of the Acquisition or the proposed acquisition of any shares or other securities
      in Lonrho or because of a change in the control or management of Lonrho or otherwise, would
      or might reasonably be expected to, in each case to an extent which is material in the context
      of the Wider Lonrho Group taken as a whole, result in:

      (i)      any moneys borrowed by or any other indebtedness (actual or contingent) of, or grant
               available to any such member, being or becoming repayable or capable of being
               declared repayable immediately or earlier than their or its stated maturity date or
               repayment date or the ability of any such member to borrow moneys or incur any
               indebtedness being withdrawn or inhibited or being capable of becoming or being
               withdrawn or inhibited;

      (ii)     any such agreement, arrangement, licence, permit or instrument or the rights,
               liabilities, obligations or interests of any such member thereunder being terminated or
               adversely modified or affected or any obligation or liability arising or any adverse
               action being taken or arising thereunder;

      (iii)    any assets or interests of any such member being or falling to be disposed of or
               charged or any right arising under which any such asset or interest could be required
               to be disposed of or charged in each case other than in the ordinary course of
               business;

      (iv)     the creation, save in the ordinary and usual course of business, or enforcement of any
               mortgage, charge or other security interest over the whole or any part of the business,
               property or assets of any such member;

      (v)      the rights, liabilities, obligations or interests of any such member in, or the business of
               any such member with, any person, firm or body (or any arrangement or
               arrangements relating to any such interest or business) being terminated, adversely
               modified or affected;

      (vi)     the value of any such member or its financial or trading position or prospects being
               prejudiced or adversely affected;

      (vii)    any such member ceasing to be able to carry on business under any name under
               which it presently does so;

      (viii)   the creation of any liability, actual or contingent, by any such member other than trade
               creditors or other liabilities incurred in the ordinary course of business; or

      (ix)     any requirement on any such member to acquire, subscribe, pay up or repay any
               shares or other securities (other than contemplated by the terms of the Scheme),

      and no event having occurred which, under any provision of any agreement, arrangement,
      licence, permit or other instrument to which any member of the Wider Lonrho Group is a party
      or by or to which any such member or any of its assets may be bound, entitled or subject,
      would or might reasonably be expected to, in each case to an extent that is material in the
      context of the Wider Lonrho Group, taken as a whole, result in any of the events or
      circumstances as are referred to in sub-paragraphs (i) to (viii) of this condition;

(E)   no government or governmental, quasi-governmental, supranational, statutory, regulatory,
      environmental or investigative body, court, trade agency, association, institution or any other
      body or person whatsoever in any jurisdiction (each a “Third Party”) having decided to take,
      institute, implement or threaten any action, proceeding, suit, investigation, enquiry or
      reference, or enacted, made or proposed any statute, regulation, decision or order, or having
      taken any other steps which would or might reasonably be expected to (to an extent which is
      material in the context of the Wider Lonrho Group or the Wider FS Africa Group, as the case
      may be, in either case, taken as a whole):

      (i)      require, prevent or delay the divestiture, or alter the terms envisaged for any
               proposed divestiture by any member of the Wider FS Africa Group or any member of
               the Wider Lonrho Group of all or any portion of their respective businesses, assets or
               property or impose any limitation on the ability of any of them to conduct their
               respective businesses (or any of them) or to own any of their respective assets or
               properties or any part thereof;

      (ii)     require, prevent or delay the divestiture by any member of the Wider FS Africa Group
               of any shares or other securities in Lonrho;

      (iii)    impose any limitation on, or result in a delay in, the ability of any member of the Wider
               FS Africa Group directly or indirectly to acquire or to hold or to exercise effectively any
               rights of ownership in respect of shares or loans or securities convertible into shares
               or any other securities (or the equivalent) in any member of the Wider Lonrho Group
               or the Wider FS Africa Group or to exercise management control over any such
               member;

      (iv)     otherwise adversely affect the business, assets, profits or prospects of any member of
               the Wider FS Africa Group or of any member of the Wider Lonrho Group;

      (v)      make the Offer or its implementation or the acquisition or proposed acquisition by FS
               Africa or any member of the Wider FS Africa Group either of any shares or other
               securities in, or control of Lonrho void, illegal, and/or unenforceable under the laws of
               any jurisdiction, or otherwise, directly or indirectly, restrain, restrict, prohibit, delay or
               otherwise interfere with the same, or impose additional conditions or obligations with
               respect thereto, or otherwise challenge or interfere therewith;

      (vi)     require any member of the Wider FS Africa Group or the Wider Lonrho Group to offer
               to acquire any shares or other securities (or the equivalent) or interest in any member
               of the Wider Lonrho Group or the Wider FS Africa Group owned by any third party;

      (vii)    impose any limitation on the ability of any member of the Wider Lonrho Group to co-
               ordinate its business, or any part of it, with the businesses of any other members; or

      (viii)   result in any member of the Wider Lonrho Group ceasing to be able to carry on
               business under any name under which it presently does so,
      and all applicable waiting and other time periods during which any such Third Party could
      institute, implement or threaten any action, proceeding, suit, investigation, enquiry or
      reference or any other step under the laws of any jurisdiction in respect of the Offer or the
      acquisition or proposed acquisition of any Lonrho Shares having expired, lapsed or been
      terminated;

(F)   all necessary filings or applications which are necessary or reasonably considered
      appropriate having been made in connection with the Offer and all statutory or regulatory
      obligations in any jurisdiction having been complied with in connection with the Offer or the
      acquisition by any member of the Wider FS Africa Group either of any shares or other
      securities in, or control of, Lonrho and all authorisations, orders, recognitions, grants,
      consents, licences, confirmations, clearances, permissions and approvals, reasonably
      deemed necessary or appropriate by FS Africa for or in respect of the Offer, or the proposed
      acquisition either of any shares or other securities in, or control of, Lonrho by any member of
      the Wider FS Africa Group having been obtained in terms and in a form reasonably
      satisfactory to FS Africa from all appropriate Third Parties or persons with whom any member
      of the Wider Lonrho Group has entered into contractual arrangements and all such
      authorisations, orders, recognitions, grants, consents, licences, confirmations, clearances,
      permissions and approvals together with all authorisations orders, recognitions, grants,
      licences, confirmations, clearances, permissions and approvals necessary or appropriate to
      carry on the business of any member of the Wider Lonrho Group remaining in full force and
      effect and all filings necessary for such purpose have been made and there being no notice or
      intimation of any intention to revoke or not to renew any of the same at the time at which the
      Offer becomes otherwise unconditional and all necessary statutory or regulatory obligations in
      any jurisdiction having been complied with;

(G)   except as Disclosed, no member of the Wider Lonrho Group having, since 31 December 2012:

      (i)     save as between Lonrho and wholly-owned subsidiaries of Lonrho or for Lonrho
              Shares issued pursuant to the vesting of awards and/or the exercise of options
              granted under the Lonrho Share Plans or on conversion of the Lonrho Convertible
              Bonds, issued or agreed to issue, authorised or proposed the issue of additional
              shares (or other securities) of any class or of Lonrho Convertible Bonds, or securities
              convertible into, or rights, warrants or options/awards to subscribe for, or acquire, any
              such shares or convertible securities;

      (ii)    save as between Lonrho and wholly-owned subsidiaries of Lonrho or for the grant of
              options/awards under the Lonrho Share Plans or issue of Lonrho Convertible Bonds,
              issued or agreed to issue, authorised or proposed the issue of securities convertible
              into shares of any class or rights, warrants or options to subscribe for, or acquire, any
              such shares or convertible securities;

      (iii)   other than to another member of the Lonrho Group, recommended, declared, paid or
              made or proposed to recommend, declare, pay or make any bonus, dividend or other
              distribution whether payable in cash or otherwise;

      (iv)    save for intra-Lonrho Group transactions, merged or demerged with any body
              corporate or acquired or disposed of or transferred, mortgaged or charged or created
              any security interest over any assets or any right, title or interest in any asset
              (including shares and trade investments) or authorised or proposed or announced any
              intention to propose any merger, demerger, acquisition or disposal, transfer,
              mortgage, charge or security interest, in each case, other than in the ordinary course
              of business and in any such case to an extent which is material in the context of the
              Wider Lonrho Group taken as a whole;

(v)      save for intra-Lonrho Group transactions, made or authorised or proposed or
         announced an intention to propose any change in its loan capital;

(vi)     issued, authorised or proposed the issue of any debentures or (save for intra-Lonrho
         Group transactions), save in the ordinary course of business, incurred or increased
         any indebtedness or become subject to any contingent liability which is material in the
         context of the Wider Lonrho Group taken as a whole;

(vii)    purchased, redeemed or repaid or announced any proposal to purchase, redeem or
         repay any of its own shares or other securities or reduced or, save in respect to the
         matters mentioned in sub-paragraph (i) above, made any other change to any part of
         its share capital;

(viii)   other than pursuant to this Offer implemented, or authorised, proposed or announced
         its intention to implement, any reconstruction, amalgamation, scheme, commitment or
         other transaction or arrangement otherwise than in the ordinary course of business
         which is material in the context of the Wider Lonrho Group taken as a whole;

(ix)     entered into, or varied the terms of, or made any offer (which remains open for
         acceptance) to enter into or vary to a material extent the terms of, any agreement,
         arrangement, instrument, commitment or obligation with or for the benefit of any of the
         directors or, except for salary increases, bonuses or variations of terms in the ordinary
         course, senior executives; including any retirement, death or disability benefit or any
         share option or bonus scheme;

(x)      entered into or varied to a material extent or authorised, proposed or announced its
         intention to enter into or vary to a material extent any contract, transaction or
         commitment (whether in respect of capital expenditure or otherwise) which is of a long
         term, onerous or unusual nature or magnitude or which is or could be restrictive on
         the businesses of any member of the Wider Lonrho Group or the Wider FS Africa
         Group or which involves or might reasonably be expected to involve an obligation of
         such a nature or magnitude or which is other than in the ordinary course of business
         which is material in the context of the Wider Lonrho Group taken as a whole;

(xi)     terminated or varied to a material extent the terms of any agreement or arrangement
         between any member of the Wider Lonrho Group and any other person in a manner
         which would or might have a material adverse effect on the financial position or
         prospects of the Wider Lonrho Group taken as a whole;

(xii)    (other than in respect of a member which is dormant and was solvent at the relevant
         time) taken any corporate action or had any legal proceedings started or threatened
         against it for its winding-up, dissolution or reorganisation or for the appointment of a
         receiver, administrative receiver, administrator, trustee or similar officer of all or any of
          its assets or revenues or any analogous proceedings in any jurisdiction or had any
          such person appointed;

(xiii)    except in the ordinary course of business entered into any contract, transaction or
          arrangement which would be restrictive to a material extent on the business of any
          member of the Wider Lonrho Group or the Wider FS Africa Group other than to a
          nature and extent which is normal in the context of the business concerned;

(xiv)     except in the ordinary course of business and/or in respect of claims between Lonrho
          and any wholly owned subsidiary of Lonrho waived or compromised any claim
          otherwise than in the ordinary course of business and which is material in the context
          of the Wider Lonrho Group taken as a whole;

(xv)      made any alteration to its articles of association (other than an alteration in
          connection with the Scheme);

(xvi)      entered into any contract, commitment, arrangement or agreement otherwise than in
          the ordinary course of business or passed any resolution or made any offer (which
          remains open for acceptance) with respect to or announced any intention to, or to
          propose to, effect any of the transactions, matters or events referred to in this
          condition G;

(xvii)    except in relation to changes made or agreed as a result of, or arising from, changes
          to legislation, having made or agreed or consented to any change to:

          (1)     the terms of the trust deeds constituting the pension scheme(s) established by
                  any member of the Wider Lonrho Group for its directors, employees or their
                  dependents;

          (2)     the contributions payable to any such scheme(s) or to the benefits which
                  accrue or to the pensions which are payable thereunder;

          (3)     the basis on which qualification for, or accrual or entitlement to, such benefits
                  or pensions are calculated or determined; or

          (4)     the basis upon which the liabilities (including pensions) of such pension
                  schemes are funded, valued or made,

          to an extent which is in any case material in the context of the Wider Lonrho Group

(xviii)   (except in relation to changes made or agreed as a result of, or arising from, changes
          to legislation) proposed, agreed to provide or modified the terms of any Lonrho Share
          Plans incentive scheme or other benefit relating to the employment or termination of
          employment of any person employed by the Wider Lonrho Group which are material
          in the context of the Wider Lonrho Group taken as a whole; or

(xix)     having taken (or agreed or proposed to take) any action which requires, or would
          require, the consent of the Panel or the approval of Lonrho Shareholders in general
          meeting in accordance with, or as contemplated by, Rule 21.1 of the City Code other
          than in relation to the Transaction,
          and, for the purposes of paragraphs (iii), (iv), (v) and (vi) of this condition, the term “Lonrho
          Group” shall mean Lonrho and its wholly-owned subsidiaries;

(H)   except as Disclosed since 31 December 2012:

      (i)     no adverse change or deterioration having occurred in the business, assets, financial
              or trading position or profits or prospects of any member of the Wider Lonrho Group
              which is material in the context of the Wider Lonrho Group taken as a whole;

      (ii)    no litigation, arbitration proceedings, prosecution or other legal proceedings to which
              any member of the Wider Lonrho Group is or may become a party (whether as a
              plaintiff, defendant or otherwise) and no investigation by any Third Party against or in
              respect of any member of the Wider Lonrho Group having been instituted announced
              or threatened by or against or remaining outstanding in respect of any member of the
              Wider Lonrho Group which in any such case might be reasonably expected to have a
              material adverse affect on the Wider Lonrho Group taken as a whole;

      (iii)   no contingent or other liability having arisen other than in the ordinary course of
              business which is reasonably likely to adversely affect any member of the Wider
              Lonrho Group to an extent which is material in the context of the Wider Lonrho Group
              taken as a whole; or

      (iv)    no steps having been taken which are reasonably likely to result in the withdrawal,
              cancellation, termination or modification of any licence held by any member of the
              Wider Lonrho Group which is necessary for the proper carrying on of its business and
              the withdrawal, cancellation, termination or modification of which might reasonably be
              expected to have a material adverse effect on the Wider Lonrho Group taken as a
              whole;

(I)   except as Disclosed, FS Africa not having discovered:

      (i)     that any financial, business or other information concerning the Wider Lonrho Group
              as contained in the information publicly disclosed at any time by or on behalf of any
              member of the Wider Lonrho Group is misleading, contains a material
              misrepresentation of fact or omits to state a fact necessary to make that information
              not misleading or in any such case to an extent which is material in the context of the
              Wider Lonrho Group taken as a whole; or

      (ii)    that any member of the Wider Lonrho Group or any partnership, company or other
              entity in which any member of the Wider Lonrho Group has a significant economic
              interest and which is not a subsidiary undertaking of Lonrho is otherwise than in the
              ordinary course of business subject to any liability (contingent or otherwise) which is
              not disclosed in the annual report and accounts of Lonrho for the year ended 31
              December 2012 which is material in the context of the Wider Lonrho Group taken as a
              whole; and

(J)   except as Disclosed, FS Africa not having discovered that:

      (i)     any past or present member of the Wider Lonrho Group has failed to comply with any
              and/or all applicable legislation or regulation, of any jurisdiction with regard to the
                  disposal, spillage, release, discharge, leak or emission of any waste or hazardous
                  substance or any substance likely to impair the environment or harm human health or
                  animal health or otherwise relating to environmental matters, or that there has
                  otherwise been any such disposal, spillage, release, discharge, leak or emission
                  (whether or not the same constituted a non-compliance by any person with any such
                  legislation or regulations, and wherever the same may have taken place) any of which
                  disposal, spillage, release, discharge, leak or emission would be likely to give rise to
                  any liability (actual or contingent) on the part of any member of the Wider Lonrho
                  Group which in any case, is or might reasonably be expected to be material in the
                  context of the Wider Lonrho Group taken as a whole; or

          (ii)    there is, or is likely to be, for that or any other reason whatsoever, any liability (actual
                  or contingent) of any past or present member of the Wider Lonrho Group to make
                  good, repair, reinstate or clean up any property or any controlled waters now or
                  previously owned, occupied, operated or made use of or controlled by any such past
                  or present member of the Wider Lonrho Group, under any environmental legislation,
                  regulation, notice, circular or order of any government, governmental, quasi-
                  governmental, state or local government, supranational, statutory or other regulatory
                  body, agency, court, association or any other person or body in any jurisdiction which
                  in any case, is or might reasonably be expected to be material in the context of the
                  Wider Lonrho Group taken as a whole.

          For the purposes of these conditions the “Wider Lonrho Group” means Lonrho and its
          subsidiary undertakings, associated undertakings and any other undertaking in which Lonrho
          and/or such undertakings (aggregating their interests) have a significant interest and the
          “Wider FS Africa Group” means FS Africa and its subsidiary undertakings, associated
          undertakings and any other undertaking in which FS Africa and/or such undertakings
          (aggregating their interests) have a significant interest and for these purposes “subsidiary
          undertaking” and “undertaking” have the meanings given by the Companies Act 2006,
          “associated undertaking” has the meaning given by paragraph 19 of Schedule 6 to the Large
          and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 other
          than paragraph 19(1)(b) of Schedule 6 to those Regulations which shall be excluded for this
          purpose, and “significant interest” means a direct or indirect interest in 20% or more of the
          equity share capital (as defined in the Companies Act 2006).

Part B:           Certain further terms of the Transaction

          FS Africa reserves the right to waive, in whole or in part, all or any of conditions (A) to (J)
          above, except for conditions (A) and (C), which cannot be waived.

          Condition (C) must be fulfilled by, and conditions (B) and (D) to (J) (inclusive) fulfilled or
          waived by, no later than 11.59pm on the date immediately preceding the date of the Scheme
          Court Hearing, failing which the Scheme will lapse. FS Africa shall be under no obligation to
          waive or treat as satisfied any of conditions (B) and (D) to (J) (inclusive) by a date earlier than
          the latest date specified above for the fulfilment or waiver thereof, notwithstanding that the
          other conditions of the offer may at such earlier date have been waived or fulfilled and that
          there are at such earlier date no circumstances indicating that any of such conditions may not
          be capable of fulfilment.

          If FS Africa is required by the Panel to make an offer for Lonrho Shares under the provisions
          of Rule 9 of the City Code, FS Africa may make such alterations to any of the above
          conditions as are necessary to comply with the provisions of that Rule.

The Acquisition will lapse if it is referred to the UK Competition Commission or is referred to a
serious doubts investigation under Article 6(1)(c) of Council Regulation (EC) 139/2004 before
the Court Meeting and the Lonrho General Meeting.

The Acquisition Price is offered on the basis that Lonrho Shareholders will not receive any
further dividends. If a dividend were to be declared, the Acquisition Price would be adjusted
downwards on an equivalent basis.

FS Africa reserves the right to elect (with the consent of the Panel) to implement the Offer by
way of a takeover offer (as defined in Part 28 of the Companies Act 2006). In such event,
such offer will be implemented on the same terms, so far as applicable, as those which would
apply to the Scheme, subject to appropriate amendments to reflect the change in method of
effecting the Acquisition, including (without limitation and subject to the consent of the Panel)
an acceptance condition that is set at 90% (or such lesser percentage, being more than 50%,
as FS Africa may decide) (i) in nominal value of the shares to which such offer relates; and (ii)
of the voting rights attached to those shares, and that is subject to FS Africa and/or (with the
consent of the Panel) any members of the Wider FS Africa Group having acquired or agreed
to acquire, whether pursuant to the offer or otherwise, shares carrying more than 50% of the
voting rights normally exercisable at a general meeting of Lonrho, including, for this purpose,
any such voting rights attaching to Lonrho Shares that are unconditionally allotted or issued
before the takeover offer becomes or is declared unconditional as to acceptances, whether
pursuant to the exercise of any outstanding subscription or conversion rights or otherwise.

The availability of the Acquisition to persons not resident in the United Kingdom may be
affected by the laws of the relevant jurisdictions. Persons who are not resident in the United
Kingdom should inform themselves about and observe any applicable requirements.

The Acquisition will be governed by English law and be subject to the jurisdiction of the
English courts, to the conditions set out below and in the formal Scheme Document. The
Acquisition will comply with the applicable rules and regulations of the Financial Conduct
Authority, the Prudential Regulation Authority, the London Stock Exchange, the City Code and
the JSE.

Each of the Conditions shall be regarded as a separate Condition and shall not be limited by
reference to any other Condition.
                                              
                                      APPENDIX 2

                 SOURCES OF INFORMATION AND BASES OF CALCULATION

In this announcement:

1.     Unless otherwise stated financial information relating to the Lonrho Group has been extracted
       or derived (without any adjustment) from the audited annual report and accounts for Lonrho
       for the year ended 31 December 2012.

2.     The value of the Offer is calculated on the basis of the fully diluted number of Lonrho Shares
       in issue referred to in paragraph 4 below.

3.     As at the close of business on 14 May 2013, being the last business day prior to the date of
       this announcement, Lonrho had in issue 1,653,415,048 Lonrho Shares. The International
       Securities Identification Number for the Lonrho Shares is GB0002568813.

4.     The fully diluted share capital of Lonrho (being 1,702,140,760 Lonrho Shares) is calculated on
       the basis of:

       -   the number of issued Lonrho Shares referred to in paragraph 3 above; and

       -   any further Lonrho Shares which may be issued on or after the date of this announcement
           on the exercise of in the money options or vesting of awards under the Lonrho Share
           Plans and the Lonrho Warrants, amounting in aggregate to 48,725,712 Lonrho Shares.

5.     Unless otherwise stated, all prices and closing prices for Lonrho Shares are closing middle
       market quotations derived from the London Stock Exchange Daily Official List (SEDOL).

6.     The premium calculations to the price per Lonrho Share have been calculated by reference to
       a price of 5.2 pence per Lonrho Share, being the closing price on 14 May 2013, the last
       business day prior to the date of this announcement.

7.     The average closing price per Lonrho Share of 7.42 pence over the six month period ended
       14 May 2013 is derived from data provided by DataStream.

8.     As at the close of business on 14 May 2013, being the last business day prior to the date of
       this announcement, Lonrho had in issue $70,000,000 of principal Convertible Bonds due
       2015. The International Securities Identification Number for the Lonrho Convertible Bonds is
       XS0549738531.


                                              APPENDIX 3

                          DETAILS OF IRREVOCABLE UNDERTAKINGS

                             Lonrho Directors’ Irrevocable Undertakings

   Name of Lonrho                  Number of Lonrho Shares          Percentage of Lonrho issued
   Shareholder                                                      share capital

   Geoffrey T. White               3,781,666                        0.23%

   David J. Armstrong              216,666                          0.01%

   Emma K. Priestley               187,926                          0.01%

   Ambassador Frances Cook         342,606                          0.02%

   Jean M. Ellis                   104,333                          0.01%


These irrevocable undertakings remain binding if a higher competing offer for Lonrho is made but they
cease to be binding if the Scheme terminates or lapses in accordance with its terms or otherwise
becomes incapable of ever becoming effective, provided that FS Africa has not, within seven days of
the Scheme having so terminated or lapsed, announced in accordance with Rule 2.7 of the City Code,
that it intends to implement the Transaction instead by way of an Offer.


                                  Other Irrevocable Undertakings

   Name of Lonrho                  Number of Lonrho Shares         Percentage of Lonrho issued
   Shareholder                                                     share capital

   Zesiger Capital Group LLC       144,311,985                     8.73%

   CIM Investment                  149,072,619                     9.02%
   Management Limited


These irrevocable undertakings cease to be binding if a competing offer for all of the shares in Lonrho
is announced with a consideration value per share which is not less than 10% greater than the
Transaction Consideration and FS Africa has not within 14 days of the date of the announcement of
the competing offer announced a revised offer the terms of which, in the reasonable opinion of
Jefferies as the independent adviser for the purposes of Rule 3 of the City Code, provides equal or
greater value for Lonrho Shareholders than that provided under such competing offer.
                                 

                                     APPENDIX 4

                              DIRECTORS OF LONRHO

-   Geoffrey T. White                 Director and Chief Executive Operator

-   David J. Armstrong                Finance Director

-   Emma K. Priestley                 Executive Director

-   Ambassador Frances Cook           Non-Executive Chairman

-   Jean M. Ellis                     Non-Executive Director

-   Kiran Caldas Morzaria             Senior Independent Director


                      APPENDIX 5

                      DEFINITIONS

“Acquisition”           the proposed acquisition of the entire issued and to be
                        issued share capital of Lonrho by FS Africa, to be
                        effected by the Scheme as described in this document
                        (or by the Offer under certain circumstances described
                        in this document)

“Acquisition Price”     the price of 10.25 pence for each Lonrho Share

“AIM Rules”             the AIM Rules for Companies published by the London
                        Stock Exchange

“AltX”                  the alternative exchange of the JSE

“Business Day”          a day (other than a Saturday, Sunday, public or bank
                        holiday) on which banks are generally open for business
                        in London other than solely for trading and settlement in
                        Euro

“Capital Reduction”     the proposed reduction of share capital of Lonrho
                        pursuant to the Scheme

“City Code”             the City Code on Takeovers and Mergers

“Closing Price”         the closing middle market quotations of a share derived
                        from the Daily Official List of the London Stock
                        Exchange

“Conditions”            the conditions of the Transaction set out in Appendix 1
                        to this announcement

“Consortium”            the consortium formed by BIH S.A. and Rainer-Marc
                        Frey for the purpose of implementing the Acquisition

“Court”                 the High Court of Justice in England and Wales

“Court Meeting”         the meeting of the Lonrho Shareholders convened by
                        order of the Court pursuant to section 899 of the
                        Companies Act 2006 for the purpose of considering
                        and, if thought fit, approving the Scheme (with or
                        without amendment) and any adjournment thereof

“CREST”                 the relevant system (as defined in the Uncertificated
                        Securities Regulations 2001 (SI 2001/3755) in respect
                        of which Euroclear UK & Ireland Limited is the Operator
                        (as defined in the Regulations)

“Disclosed”             the information disclosed by, or on behalf of Lonrho;

                        (i)    in the annual report and accounts of the Lonrho
                               Group for the financial year ended 31 December
                               2012;

                        (ii)   in the interim management statement for the first
                               quarter to 31 March 2013;

                                   (iii)   in this announcement;

                                   (iv)    in any other public announcement by, or on
                                           behalf of, Lonrho or Fastjet Plc in accordance
                                           with the Listing Rules, Disclosure Rules,
                                           Transparency Rules or AIM Rules (as
                                           applicable) prior to the date of this
                                           announcement; or

                                   (v)     in writing prior to the date of this announcement
                                           and addressed directly to FS Africa (or its
                                           respective officers, employees, agents or
                                           advisors)


“Effective Date”                   the date on which the Scheme becomes effective in
                                   accordance with its terms

“FCA”                              the Financial Conduct Authority

“FS Africa”                        FS Africa Ltd, incorporated in England and Wales with
                                   registered number 8502829

"Governmental Entity"              any court, administrative body, local authority or other
                                   governmental or quasi-governmental entity with
                                   competent jurisdiction, any supra-national, national,
                                   federal, state, municipal, provincial or local
                                   governmental, regulatory or administrative authority,
                                   agency, commission, court, tribunal, arbitral body, self-
                                   regulated entity, private body exercising any regulatory,
                                   taxing, importing or other governmental or quasi-
                                   governmental authority or other governmental entity

“Investec”                         Investec Bank plc

“Jefferies”                        Jefferies International Limited

“JSE””                             JSE Limited (Registration number 2005/022939/06), a
                                   public company incorporated in accordance with the
                                   laws of South Africa and licensed as an exchange
                                   under the South African Securities Services Act, 2004
                                   (Act 36 of 2004), as amended

“JSE Listings Requirements”        the Listings Requirements as published by the JSE, as
                                   amended from time to time;

“London Stock Exchange”            London Stock Exchange plc

“Lonrho”                           Lonrho plc, incorporated in England and Wales with
                                   registered number 2805337

“Lonrho ADRs”                      an American Depositary Receipt evidencing a Lonrho
                                   American depositary share, which represents one
                                   hundred Lonrho Shares

“Lonrho Convertible Bonds”         the $70 million 7% Convertible bonds due 2015 issued
                                   by Lonrho in October 2010

“Lonrho Convertible Bondholders”   holders of the Lonrho Convertible Bonds

“Lonrho Directors”              the persons whose names are set out in Appendix 4 of
                                this document or, where the context so requires, the
                                directors of Lonrho from time to time.

“Lonrho General Meeting”        the general meeting of Lonrho Shareholders to be
                                convened to consider and if thought fit pass, inter alia,
                                a special resolution in relation to the Scheme and the
                                Acquisition

“Lonrho Group”                  has the meaning given to it in paragraph G of Appendix 1
                                

“Lonrho Shareholders”           the holders of Lonrho Shares

“Lonrho Share Plans”            the Lonrho plc Unapproved Company Share Option
                                Plan, the Lonrho plc Performance Share Plan and the
                                Lonrho plc Sharesave Scheme

“Lonrho Shares”                 the ordinary shares of one (1) pence each in the capital
                                of Lonrho

“Lonrho Warrants”               warrants over Lonrho Shares granted pursuant to the
                                warrant instrument dated 10 January 2012

“Meetings”                      the Court Meeting and the Lonrho General Meeting

“Offer”                         should the Transaction be implemented by way of a
                                takeover offer as defined in Chapter 3 of Part 28 of the
                                Companies Act 2006, the recommended offer to be
                                made by or on behalf of FS Africa to acquire the entire
                                issued and to be issued ordinary share capital of
                                Lonrho and, where the context admits, any subsequent
                                revision, variation, extension or renewal of such offer

“Offer Document”                should the Transaction be implemented by means of
                                the Offer, the document to be sent to Lonrho
                                Shareholders which will contain, inter alia, the terms
                                and conditions of the Offer

“Offer Period”                  the period commencing on the date of this
                                announcement and ending on the earlier of the date on
                                which the Scheme becomes effective and/or the date
                                on which the Scheme lapses or is withdrawn (or such
                                other date as the Panel may decide)

“Official List”                 the official list maintained by the UK Listing Authority

“Opening Position Disclosure”   an announcement containing details of interests or
                                short positions in, or rights to subscribe for, any
                                relevant securities of a party to the offer if the person
                                concerned has such a position

“Overseas Shareholders”         Scheme Shareholders who are resident in, ordinarily
                                resident in, or citizens of, jurisdictions outside the
                                United Kingdom

“Panel”                         the UK Panel on Takeovers and Mergers

“Reduction Court Order”         the order of the Court under section 648 of the
                                Companies Act 2006 confirming the Capital Reduction

“Restricted Jurisdiction”     any jurisdiction where local laws or regulations may
                              result in a significant risk of civil, regulatory or criminal
                              exposure if information concerning the Transaction is
                              sent or made available to Lonrho Shareholders in that
                              jurisdiction

“Scheme”                      the proposed scheme of arrangement under Part 26 of
                              the Companies Act 2006 between Lonrho and Lonrho
                              Shareholders to implement the Transaction

“Scheme Court Hearing”        the hearing of the Court to sanction the Scheme under
                              section 899 of the Companies Act 2006

“Scheme Court Order”          the order of the Court sanctioning the Scheme under
                              section 899 of the Companies Act 2006

“Scheme Document”             the document to be dispatched to Lonrho Shareholders
                              including the particulars required by section 897 of the
                              Companies Act 2006

“Scheme Shareholder”          holders of Scheme Shares

“Scheme Shares”               1. the Lonrho Shares in issue at the date of the
                                 Scheme Document;

                              2. any Lonrho Shares issued after the date of the
                                 Scheme Document and prior to the Voting Record
                                 Time; and

                              3. any Lonrho Shares issued at or after the Voting
                                 Record Time and prior to 6.00 p.m. on the day
                                 before the date on which the Reduction Court
                                 Order is made in respect of which the original or
                                 any subsequent holder thereof is bound by the
                                 Scheme, or shall by such time have agreed in
                                 writing to be bound by the Scheme


“Strate”                      Strate Limited (Registration number 1998/022242/06),
                              a limited liability public company duly incorporated in
                              South Africa, which is a registered central securities
                              depository and which is responsible for the electronic
                              settlement system used by the JSE


“Subsidiary”                  has the meaning given in section 1159 of the
                              Companies Act 2006

“Transaction”                 the proposed acquisition of the entire issued and to be
                              issued share capital of Lonrho by FS Africa, to be
                              effected by the Scheme as described in this document
                              (or by the Offer under certain circumstances described
                              in this document)

“Transaction Consideration”   the consideration payable in connection with the
                              Transaction

“UK” or “United Kingdom”      the United Kingdom of Great Britain and Northern
                              Ireland

“UK Listing Authority”         the FCA and the Prudential Regulation Authority as the
                               competent authority for listing in the United Kingdom

“US” or “United States”         the United States of America, its territories and
                                possessions, any state of the United States of America
                                and the District of Columbia

“Voting Record Time”            6.00 p.m. on the day prior to the day immediately
                                before the Court Meeting or any adjournment thereof
                                as the case may be)

“Wider FS Africa Group”         has the meaning given in Appendix 1

“Wider Lonrho Group”            has the meaning given in Appendix 1



15 May 2013


Enquiries:

Lonrho Plc (London) +44 (0) 20 7016 5105

Geoffrey White

David Armstrong

FTI Consulting (London) +44 (0) 20 7831 3113

Edward Westropp

Georgina Goodhew

JSE Sponsor

Java Capital

Date: 15/05/2013 08:28:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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