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Publication of Employee Representatives' Opinion
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, DIRECTLY OR INDIRECTLY (IN WHOLE OR IN PART)
IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT
LAWS OF SUCH JURISDICTION.
14 June 2013
Publication of Employee Representatives' Opinion
Introduction
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 circular to shareholders relating to the Scheme (the “Scheme
Document”).
In accordance with Rules 2.12 and 25.1 of the City Code on Takeovers and Mergers (“the Code”)
Lonrho has undertaken a consultation exercise with its employees to obtain their views on the Scheme
and Lonrho has today published an opinion of its employee representatives on the Scheme and its effects
on employment (the "Employee Representatives' Opinion") as required by Rule 25.9 of the Code.
The Employee Representatives' Opinion is available at the following web address:
http://www.lonrho.com/ in the "Investors" section.
For further information:
Lonrho plc +44 (0) 20 7016 5105
Geoffrey White / David Armstrong
Jefferies International Limited +44 (0) 20 7029 8000
Sara Hale / Andrew Bell /
Michael Collinson / Harry Nicholas
JSE Sponsor +27 (011) 283 0089
Java Capital
Jefferies International Limited, which is authorised and regulated in the United Kingdom by the
Financial Conduct Authority, is acting exclusively for Lonrho and for no one else in connection with the
subject matter of this announcement and will not be responsible to anyone other than Lonrho for
providing the protections afforded to its clients or for providing advice in connection with the subject
matter of this announcement.
The release, publication or distribution of this announcement in certain jurisdictions may be restricted
by law. Persons who are not resident in the United Kingdom or who are subject to other jurisdictions
should inform themselves of, and observe, any applicable requirements.
This announcement is not intended to, and does not, constitute or form part of any offer, invitation or the
solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any
securities whether pursuant to this announcement or otherwise. The distribution of this announcement
in jurisdictions outside the United Kingdom may be restricted by law and therefore persons into whose
possession this announcement comes should inform themselves about, and observe such restrictions.
Any failure to comply with the restrictions may constitute a violation of the securities law of any such
jurisdiction.
Disclosure requirements of the Takeover Code (the “Code”)
Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant
securities of an offeree company or of any paper offeror (being any offeror other than an offeror in
respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an
Opening Position Disclosure following the commencement of the offer period and, if later, following
the announcement in which any paper offeror is first identified. An Opening Position Disclosure must
contain details of the person’s interests and short positions in, and rights to subscribe for, any relevant
securities of each of (i) the offeree company and (ii) any paper offeror(s). An Opening Position
Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London
time) on the 10th business day following the commencement of the offer period and, if appropriate, by
no later than 3.30 pm (London time) on the 10th business day following the announcement in which any
paper offeror is first identified. Relevant persons who deal in the relevant securities of the offeree
company or of a paper offeror prior to the deadline for making an Opening Position Disclosure must
instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of
relevant securities of the offeree company or of any paper offeror must make a Dealing Disclosure if the
person deals in any relevant securities of the offeree company or of any paper offeror. A Dealing
Disclosure must contain details of the dealing concerned and of the person’s interests and short positions
in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any
paper offeror, save to the extent that these details have previously been disclosed under Rule 8. A
Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm
(London time) on the business day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or understanding, whether formal or
informal, to acquire or control an interest in relevant securities of an offeree company or a paper offeror,
they will be deemed to be a single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree company and by any offeror and
Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose relevant securities Opening Position
Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the
Takeover Panel’s website at www.thetakeoverpanel.org.uk, including details of the number of relevant
securities in issue, when the offer period commenced and when any offeror was first identified. You
should contact the Panel’s Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as
to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.
Date: 14/06/2013 11:20:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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