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LONRHO PLC - Court Sanction of the Scheme of Arrangement

Release Date: 18/07/2013 16:00
Code(s): LAF     PDF:  
Wrap Text
Court Sanction of the Scheme of Arrangement

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

18 July 2013


COURT SANCTION OF THE SCHEME ARRANGEMENT

Recommended Acquisition of Lonrho plc by FS Africa Limited

Lonrho is pleased to announce that the Court-sanctioned scheme of arrangement under Part 26 of the
Companies Act 2006 (the "Scheme") in order to effect the recommended acquisition of Lonrho by FS Africa
Limited ("Acquisition") was today sanctioned by the Court. As announced on 5 June 2013, the Second Court
Hearing is expected to take place on 19 July 2013.

As required by the JSE, Lonrho Shareholders recorded in the SA Register are hereby advised that today 
(18 July 2013) is the Last Date to Trade in Lonrho Shares in order to be eligible to participate in the Scheme.

Lonrho Shareholders are further advised that dealings in Lonrho Shares will be suspended on the Official List
from 5.00 p.m. (London time) on 18 July 2013 and suspended from trade on the AltX of the JSE from 09.00 a.m.
(Johannesburg time) on 19 July 2013.

Subject to Court approval of the Reduction of Capital at the Second Court Hearing and the timing of the delivery
of the court orders to Companies House, it is expected that the Effective Date of the Scheme will be 19 July 2013.

Accordingly, Lonrho Shares will cease to be listed on the Official List and their admission to trading on the London
Stock Exchange will be cancelled from 8.00 a.m. (London time) on 22 July 2013. Lonrho Shares will also be
cancelled and delisted from the AltX of the JSE from 9.00 a.m. (Johannesburg time) on 5 August 2013.

On completion of the Acquisition, the consideration of 10.25 pence per Scheme Share to be paid to Scheme
Shareholders pursuant to the terms of the Scheme is expected to be settled on 2 August 2013.

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 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.

Disclosure requirements of the City Code:

Under Rule 8.3(a) of the City Code, any person who is "interested" in one per cent. 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. An
"Opening Position Disclosure" by a person to whom Rule 8.3(a) of the City Code applies must be made by no
later than 3.30 p.m. (London time) on the 10th business day following the commencement of the offer period and,
if appropriate, by no later than 3.30 p.m. (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 one per cent. 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 of the City Code. A "Dealing
Disclosure" by a person to whom Rule 8.3(b) of the City Code applies must be made by no later than 3.30 p.m.
(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 of the City Code.

"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 of the City Code).

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.

Date: 18/07/2013 04:00:00 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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