Wrap Text
Publication of Scheme Document
Lonrho Plc
(Incorporated and registered in England and Wales)
(Registration number 2805337)
JSE share code: LAF; ISIN number: GB0002568813
(“Lonrho”)
Primary listing on the LSE and secondary listing on the AltX of the JSE
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.
5 June 2013
Recommended Cash Offer
For
Lonrho Plc
By
FS Africa Limited
(to be implemented by way of a scheme of arrangement under part 26 of the Companies
Act 2006)
Publication of Scheme Document,
Lonrho Share Plans and Lonrho Standalone Options Letters
And
Lonrho Convertible Bond Offer Memorandum
On 15 May 2013, the Board of Lonrho and the Board of FS Africa announced that they had
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 Acquisition is to be effected by means of a Court-
sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 (the “Scheme”),
or by the Offer under certain circumstances described in the Scheme Document (as defined
below).
The Board of Lonrho is pleased to announce that the circular to Scheme Shareholders relating
to the Scheme (the "Scheme Document") containing, amongst other things, the full terms and
conditions of the Scheme, an explanatory statement pursuant to section 897 of the Companies
Act 2006, a timetable of principal events and details of the action to be taken by Scheme
Shareholders is being sent to holders of Lonrho Shares and Lonrho ADRs (and, for information
only, to holders of options or awards under the Lonrho Share Plans, holders of Lonrho Warrants
and Lonrho Convertible Bondholders) today, together with the Forms of Proxy.
As described in the Scheme Document, to become effective the Scheme will require, amongst
other things, the approval of Scheme Shareholders at the Court Meeting and the passing of a
special resolution at the General Meeting. The Court Meeting and the General Meeting are
scheduled to be held at of the Livery Hall, Plaisterer’s Hall, One London Wall, London EC2Y
5JU on 28 June 2013, with the Court Meeting to commence at 10.00 a.m. and the General
Meeting to commence at 10.15 a.m. (or as soon thereafter as the Court Meeting is concluded or
adjourned). Notices of the Court Meeting and the General Meeting are set out in the Scheme
Document.
The Scheme Document, the Forms of Proxy for use by Scheme Shareholders at the Court
Meeting and the General Meeting will be posted to Scheme Shareholders today and will also be
available for inspection, subject to certain restrictions, on the Lonrho website (www.lonrho.com)
up to and including the Effective Date.
Subject to the requisite approval of Scheme Shareholders at the Court Meeting and the General
Meeting, the sanction of the Scheme and the confirmation of the Capital Reduction by the Court,
and the delivery of office copies of the Court Orders and the Statement of Capital to the
Registrar of Companies and, if so ordered by the Court, the Capital Reduction being registered
by the Registrar of Companies and the satisfaction or waiver of the other Conditions set out in
the Scheme Document, the Scheme is expected to become Effective on or around 19 July
2013.
Action to be taken
Details of the Meetings to be held and the action to be taken in respect of the Scheme are set
out in paragraphs 5 and 14 of Part 2 (Explanatory Statement) of the Scheme Document.
Scheme Shareholders will find accompanying the Scheme Document a Form of Proxy for use at
the Court Meeting (BLUE) and a Form of Proxy for use at the General Meeting (WHITE).
Whether or not you plan to attend the Meetings, Scheme Shareholders on the UK Register and
Scheme Shareholders on the SA Register that either hold their Lonrho Shares in certificated
format or hold their Lonrho Shares in uncertificated format but with “own name” registration
should complete, sign and return both the Form of Proxy for the Court Meeting (BLUE) and the
Form of Proxy for the General Meeting (WHITE) in accordance with the instructions printed on
the respective forms.
If Scheme Shareholders have any questions relating to the Scheme Document, either of the
Meetings or the completion and return of the Forms of Proxy, they should telephone the
shareholder helpline on 0800 169 2608 (from within the UK) or +44 121 415 7047 (from outside
the UK). If you are a Lonrho Shareholder on the SA Register, please call Link Market Services
South Africa Proprietary Limited between on +27 (11) 713 0800. Calls will be charged at national
or international rates as the case may be. Please note that calls may be monitored or recorded.
These helplines cannot provide legal, tax or financial advice or advice on the merits of the
Scheme.
It is important that, for the Court Meeting in particular, as many votes as possible are cast so
that the Court may be satisfied that there is a fair and reasonable representation of opinion of
Scheme Shareholders. You are therefore strongly urged to complete, sign and return your
Forms of Proxy, or, alternatively, submit your proxy by electronic means, for both the Court
Meeting and the General Meeting, as soon as possible.
If the Scheme is approved by a majority in number of the Scheme Shareholders present and
voting in person or by proxy at the Court Meeting, representing not less than 75 per cent. in
value of the Scheme Shares held by such Scheme Shareholders present and voting and the
passing of the resolutions necessary to implement the Scheme at the General Meeting, the
Lonrho ADRs will be cancelled and the relevant amount of the Acquisition Consideration of the
Lonrho Shares in cash shall be delivered to the Scheme Shareholders who have acquired their
interest in Lonrho Shares by trading on the JSE in accordance with the terms of the Scheme
Document.
Lonrho ADRs
As the Acquisition is not being specifically extended to Lonrho ADRs, Lonrho ADR holders who
wish to participate in the Acquisition should take steps to present their Lonrho ADRs to the US
Depositary for cancellation in accordance with the terms of the Deposit Agreement, including as
to the payment of the US Depositary’s fees, taxes, government charges and any applicable
transfer fees pursuant to the Deposit Agreement. Any underlying Lonrho Shares received by
Lonrho ADR holders upon such cancellation may then be included in the Scheme following the
procedures set out in the Scheme Document.
Lonrho Share Plans and Lonrho Standalone Options
Letters are today being sent to participants in the Lonrho Share Plans and holders of the Lonrho
Standalone Options explaining the effect of the Acquisition respectively on their options/awards
and setting out the proposals being made respectively in respect of their outstanding
options/awards in connection with the Scheme.
If Lonrho Shareholders approve the relevant amendments to the articles of association of
Lonrho to be proposed at the General Meeting, then any Lonrho Shares issued under the
Lonrho Share Plans or pursuant to the exercise of the Lonrho Standalone Options prior to the
Scheme Record Time will be subject to the Scheme and any Lonrho Shares issued under the
Lonrho Share Plans or pursuant to the exercise of the Lonrho Standalone Options after that
time will be transferred to FS Africa on the same terms as under the Scheme.
The effect of the Scheme on the interests of Lonrho Directors does not differ from its effect on
the like interests of any other Lonrho Shareholder or other participants in each relevant Lonrho
Share Plan.
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 is, therefore, being made today, 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.
The Board of Lonrho is also pleased to announce that the Lonrho Convertible Bond offer
memorandum (the "Convertible Bond Offer Memorandum") containing the proposals made
by FS Africa to Lonrho Convertible Bondholders is being made available to Lonrho Convertible
Bondholders today through Euroclear Bank and Clearstream, Luxembourg. A copy of the Bond
Offer Memorandum is being sent to Lonrho Convertible Bond Holders together with a copy of
the Scheme Document.
The Convertible Bond Offer Memorandum will also be available for inspection, subject to certain
restrictions, on the Lonrho website (www.lonrho.com) up to and including the 19 July 2013.
Expected Timetable of Principal Events
The Scheme Document sets out the timetable of principal events for the implementation of the
Scheme which is set out below.
Event Time and/or date
Last Day to Trade in Lonrho Shares on the Wednesday 19 June 2013
JSE prior to Voting Record Time
Latest time for lodging forms of proxy for the:
(1)
Court Meeting (blue form) 10.00 a.m. on Wednesday 26 June 2013
(2)
General Meeting (white form) 10.15 a.m. on Wednesday 26 June 2013
(3)
Voting Record Time for the Court Meeting and 6.00 p.m. on Wednesday 26 June 2013
General Meeting
Court Meeting 10.00 a.m. on Friday 28 June 2013
(4)
General Meeting 10.15 a.m. on Friday 28 June 2013
(5)
The following dates are indicative only and are subject to change
First Court Hearing (to sanction the Scheme) Thursday 18 July 2013
Last day of dealings in Lonrho Shares on the Thursday 18 July 2013
Official List and the JSE
Dealings in Lonrho Shares suspended on the 5.00 p.m. on Thursday 18 July 2013
Official List
Scheme Record Time in London 6.00 p.m. on Thursday 18 July 2013
Dealings in Lonrho Shares suspended on the 9.00 a.m. (Johannesburg time) on Friday 19
JSE July 2013
Second Court Hearing (to confirm Reduction Friday 19 July 2013
of Capital)
Effective Date of the Scheme(6) Friday 19 July 2013
Cancellation of listing on the Official List of Friday 19 July 2013
Lonrho Shares
JSE Record Date in order to be eligible for Thursday 25 July 2013
payments
Despatch of cheques and crediting of CREST by Friday 2 August 2013
accounts for cash consideration due under the
Scheme
South African payment date for the cash Friday 2 August 2013
consideration due under the Scheme (JSE
Settlement Date)
Cancellation and delisting of Lonrho Shares Monday 5 August 2013
from the AltX
Long Stop Date 15 November 2013
(1) It is requested that blue Forms of Proxy for the Court Meeting be lodged not later than 48 hours prior to the time
appointed for the Court Meeting. Blue Forms of Proxy not so lodged may be handed to the Chairman of the Court
Meeting at the Court Meeting.
(2) White Forms of Proxy for the Lonrho General Meeting must be lodged not later than 48 hours prior to the time
appointed for the General Meeting, if not lodged by that time they will be invalid.
(3) If either the Court Meeting or the General Meeting is adjourned, the Voting Record Time for the relevant adjourned
meeting will be 6.00 p.m. on the day which is two days’ prior to the date of the adjourned meeting.
(4) Or as soon thereafter as the Court Meeting shall have concluded or been adjourned.
(5) These dates are indicative only and will depend, among other things, on the date upon which (i) the Court sanctions
the Scheme, (ii) the Court confirms the associated Reduction of Capital; and (iii) the Scheme Court Order and the
Reduction Court Order along with the Statement of Capital are delivered to the Registrar of Companies and, in
respect of the Reduction Court Order and the Statement of Capital, if the Court so orders for the Scheme to become
effective, when such Reduction Court Order and Statement of Capital are registered by the Registrar of Companies.
(6) Lonrho Shares recorded in the SA Register may not be dematerialised after Thursday 18 July 2013.
(7) Transfer of Lonrho Shares between the UK Register and the SA Register is prohibited after 18 July 2013.
All references in this announcement to times are to London time unless otherwise stated.
All references to time in this announcement are to UK time unless otherwise stated. The dates
and times given are indicative only and are based on Lonrho’s current expectations and may be
subject to change (including as a result of changes to the regulatory timetable). If any of the
times and/or dates above change, the revised times and/or dates will be notified to Scheme
Shareholders by announcement through a Regulatory Information Service.
Documents available for inspection
Lonrho has today submitted the Scheme Document, the Forms of Proxy and the Convertible
Bond Offer Memorandum to the National Storage Mechanism and they will shortly be available
for inspection at: www.Hemscott.com/nsm.do. The Scheme Document lists certain documents
that will be available for inspection at www.lonrho.com.
Defined terms used but not defined in this announcement have the meanings set out in the
Scheme Document and the Convertible Bond Offer Memorandum.
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 announcement could cause actual results and
developments to differ materially from those expressed in or implied by such forward-looking
statements. Although it is believed that the expectations reflected in such forward-looking
statements are reasonable, no assurance can be given that such expectations will prove to have
been correct and you are therefore cautioned not to place undue reliance on these forward-
looking statements which speak only as at the date of this announcement. Neither Lonrho nor
FS Africa assumes any obligation to update or correct the information contained in this
announcement (whether as a result of new information, future events or otherwise), except as
required by applicable law.
There are several factors which could cause actual results to differ materially from those
expressed or implied in forward-looking statements. Among the factors that could cause actual
results to differ materially from those described in the forward-looking statements are changes in
the global, political, economic, business, competitive, market and regulatory forces, future
exchange and interest rates, changes in tax rates and future business combinations or
dispositions.
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
th
Rule 8.3(a) applies must be 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
th
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 Scheme Shareholders
Please be aware that addresses, electronic addresses and certain information provided by
Scheme Shareholders, persons with information rights and other relevant persons for the
receipt of communications from Lonrho may be provided to FS Africa during the Offer Period as
requested under Section 4 of Appendix 4 of the City Code to comply with Rule 2.12(c).
Publication on Website
A copy of this announcement will be made available free of charge (subject to any applicable
restrictions with respect to persons in Restricted Jurisdictions) on www.lonrho.com by no later
than noon (London time) on the day following this announcement.
Date: 05/06/2013 03:18:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
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