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Results of shareholder meetings
Lonrho Plc
(Incorporated and registered in England and Wales)
(Registration number 2805337)
JSE share code: LAF; ISIN number: GB0002568813
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.
28 June 2013
Recommended Acquisition of Lonrho plc by FS Africa Limited
Results of shareholder meetings
On 5 June 2013 the Board of Lonrho announced 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 (as defined below), 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 was 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),
together with the Forms of Proxy.
Lonrho is pleased to announce that the shareholder meetings convened earlier today passed the
resolutions proposed at both meetings by the requisite majorities in respect of the proposed acquisition to
be made by FS Africa Limited (“FS Africa”) of the entire issued and to be issued ordinary share capital of
the Company (the “Acquisition”) which is being effected by way of a Court-sanctioned scheme of
arrangement (the “Scheme”) between the Company and its shareholders (other than FS Africa, to the
extent that it holds shares in the Company) (“Scheme Shareholders”), under Part 26 of the Companies
Act 2006. Today’s shareholder votes follow the recommendation of the Acquisition by the board of directors
of Lonrho, announced on 15 May 2013.
Upon the Scheme becoming effective, Scheme Shareholders will receive 10.25 pence in cash for each
Scheme Share held.
Court Meeting
The first meeting, convened in accordance with the order of the Court (the “Court Meeting”), sought
approval from Scheme Shareholders for the Scheme.
At the Court Meeting, a majority in number of Scheme Shareholders who voted (either in person or by
proxy), representing 98.48 per cent. by value of those Scheme Shares voted, voted in favour of the
resolution to approve the Scheme. The resolution proposed at the Court Meeting was decided on a poll.
Any proxy appointments which gave discretion to the Chairman have been included in the Shares 'For'
total.
Details of the votes cast were as follows:
Number of Percentage Number of Percentage Number of Scheme
Scheme of Scheme Scheme of Scheme Shares voted as a
Shareholders Shareholders Shares voted Shares voted percentage of issued
who voted who voted (%) share capital (%)
(%)
FOR 1,674 81.82 624,360,411 98.48 37.33
AGAINST 372 18.18 9,657,966 1.52 0.58
TOTAL 2,046 100 634,264,900 100 37.90
(1) The issued share capital of Lonrho as at the date of the Court Meeting was 1,673,415,048 ordinary shares of
£0.01 each.
Accordingly, the resolution proposed at the Court Meeting was duly passed on a poll vote.
General Meeting
The special resolution to approve the Scheme and provide for its implementation (“Special Resolution”)
proposed at the general meeting (“General Meeting”) was decided on a poll. The voting results for the
General Meeting were as follows (a “Vote Withheld” is not a vote in law and accordingly is not counted in
the calculation of the proportion of votes “For” and “Against” the Special Resolution).
Number of Lonrho Shares Percentage of Lonrho Shares
voted voted (%)
FOR 641,520,339 97.09
AGAINST 19,217,564 2.91
TOTAL 660,737,903 100
Accordingly, the Special Resolution proposed at the General Meeting was duly passed on a poll vote.
Details of the resolutions passed are set out in the notices of the Shareholder Meetings contained in the
Scheme Document posted to Lonrho Shareholders on 5 June 2013.
Next Steps
The Acquisition remains subject to the satisfaction or waiver of the remaining Conditions, including receipt
of certain anti-trust clearances and the sanction by the Court of the Scheme and the associated Reduction
of Capital which are currently scheduled to take place on 18 July 2013 and 19 July 2013 respectively. The
Scheme is expected to become effective on 19 July 2013 upon the delivery of office copies of the Scheme
Court Order and the Reduction Court Order to the Registrar of Companies and, if required by the Court, the
Reduction Court Order being registered by the Registrar of Companies.
If the Scheme becomes effective on 19 July 2013, it will be binding on all Lonrho Shareholders, whether or
not they attended or voted in favour of the Scheme and the Special Resolution at the Court Meeting and
General Meeting. Upon the Scheme becoming effective, settlement of the Consideration to which any
Scheme Shareholder is entitled will be effected within 14 days of the Effective Date in the manner set out in
the Scheme Document.
Lonrho will make an application for the suspension of dealings in Lonrho Shares on the Official List with
effect from 5.00p.m. on 18 July 2013. Prior to the Effective Date, Lonrho will make an application to the
London Stock Exchange and the UK Listing Authority for the cancellation of the admission to trading of the
Lonrho Shares on the Official List and the Main Market for listed securities to take effect on 19 July 2013.
Lonrho will make an application to the JSE for suspension of dealings in Lonrho shares on the AltX with
effect from 9.00a.m. (Johannesburg time) on Friday 19 July 2013. Prior to the Effective Date Lonrho will
also make an application for the cancellation and delisting of Lonrho shares from AltX on Monday 5 August
2013.
Lonrho Share Plans and Lonrho Standalone Options
The Board of Lonrho is also pleased to announce, as part of the Special Resolution passed at the General
Meeting, the amendments to the articles of association of Lonrho allowing the Lonrho Shares issued under
the Lonrho Share Plans or pursuant to the exercise of the Lonrho Standalone Options prior to the Scheme
Record Time to 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 now 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.
On 5 June 2013 an offer was 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.
Under the terms of the Convertible Bond Offer, the Convertible Bond Offer Expiration Deadline (end of the
Change of Control Period) is 5.00 p.m. on 17 September 2013.
The Convertible Bond Offer Memorandum is available for inspection, subject to certain restrictions, on the
Lonrho website (www.lonrho.com) up to and including the 19 July 2013.
Expected Timetable and Principal Events
The expected timetable of principal next steps is set out below:
Event Time and/or date
First Court Hearing (to sanction the Scheme) Thursday 18 July 2013
Last day of dealings in Lonrho Shares on the Official Thursday 18 July 2013
List and the JSE
Dealings in Lonrho Shares suspended on the Official List 5.00 p.m. on Thursday 18 July 2013
Scheme Record Time 6.00 p.m. on Thursday 18 July 2013
Dealings in Lonrho Shares suspended on the JSE 9.00 a.m. (Johannesburg time)
on Friday 19 July 2013
Second Court Hearing (to confirm Reduction of Capital) Friday 19 July 2013
Effective Date of the Scheme (1)&(2) Friday 19 July 2013
Cancellation of listing on the Official List of Lonrho Shares Friday 19 July 2013
JSE Record Date in order to be eligible for payments Thursday 25 July 2013
Dispatch of cheques and crediting of CREST accounts for cash by Friday 2 August 2013
consideration due under the Scheme
South African payment date for the cash consideration due Friday 2 August 2013
under the Scheme (JSE Settlement Date)
Cancellation and de-listing of Lonrho Shares from the AltX Monday 5 August 2013
Long Stop Date 15 November 2013
(1) Lonrho Shares recorded in the SA Register may not be dematerialised after Thursday, 18 July 2013.
(2) Transfer of Lonrho Shares between the UK Register and the SA Register is prohibited after 18 July 2013.
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.
Actual timings (and any revised timings) will be notified to Lonrho Shareholders by announcement through
a Regulatory Information Service.
Other
A copy of the resolutions and amended articles of association will be submitted to the National Storage
Mechanism and will shortly be available for inspection at www.hemscott.com/nsm.
Terms and expressions in this announcement shall, unless otherwise defined in this announcement, have
the same meanings as given to them in the Scheme Document and the Convertible Bond Offer
Memorandum document sent to shareholders in relation to the Scheme dated 5 June 2013.
Enquiries:
Investec Bank plc +44 (0) 20 7597 5970
(Financial Adviser and Broker to FS Africa)
Garry Levin, David Anderson, Ben Williams
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.
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.
Neither the content of the Group's website (or any other website) nor the content of any website accessible
from hyperlinks on the Group's website (or any other website) is incorporated into, or forms part of, this
announcement.
Date: 28/06/2013 03:06:00 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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