22nd Dec 2006 07:01
Lonmin PLC22 December 2006 Acquisition of AfriOre - Offer Documents Posted Lonmin Plc (''Lonmin'') is pleased to announce that it has today mailed to allsecurity holders of AfriOre Limited ("AfriOre") the offer documents relating toits C$8.75 per share recommended cash take-over bid for AfriOre (the "Offer").Jointly with this mailing, the board of directors of AfriOre have mailed aDirectors' Circular in support of the Offer. The Offer will be open foracceptance until 5:00 p.m. (Eastern Time, North America) on January 26, 2007,unless extended or withdrawn by Lonmin. The Offer remains subject to certain customary conditions described fully in theoffer documents, including that 66 2/3 % of the AfriOre shares, on a fullydiluted basis, are tendered to the Offer. Lonmin believes that the principalregulatory condition to the Offer has been satisfied, being the unconditionalapproval of the South African Competition Commission. The board of directors of AfriOre supports the Offer and has received anopinion, dated November 14, 2006, from its Canadian financial advisor, WestwindPartners Inc., that the consideration offered by Lonmin is fair from a financialpoint of view to the shareholders of AfriOre, subject to no material changesprior to the closing of the transaction. Directors, officers and certainshareholders of AfriOre, who hold in aggregate approximately 9% of theoutstanding AfriOre shares, have agreed to deposit their shares under the Offerand not withdraw them except in limited circumstances. The offer documents have been filed with all applicable securities regulatorsand will be available on the SEDAR website at www.sedar.com. Copies of the offerdocuments may also be viewed on the Lonmin website at www.lonmin.com. For further information about tendering procedures or the Offer, shareholders ofAfriOre may contact Innisfree M&A Incorporated at 1-888-750-5834 (Englishspeakers in Canada and U.S.), 1-877-825-8777 (French speakers in Canada andU.S.) or 00800-7710-9970 (from the United Kingdom and other European Unioncountries as well as Switzerland and Norway). Banks and brokers may call collectat 212-750-5833. Enquiries: Alex Shorland-Ball +44 (0) 20 7201 6060 or Vice President, Investor Relations & Communications +44 (0) 7917 038 684 Forward Looking Statements: This announcement includes forward-looking statements. Information contained inthis announcement relating to AfriOre has been compiled from public sources. Allstatements other than statements of historical fact included in thisannouncement, including without limitation those regarding Lonmin's plans,objectives and expected performance, are forward-looking statements. Lonmin hasbased these forward-looking statements on its current expectations andprojections about future events, including numerous assumptions regarding itspresent and future business strategies, operations, and the environment in whichit will operate in the future. Forward-looking statements generally can beidentified by the use of forward-looking terminology such as 'ambition', 'may','will', 'could', 'would', 'expect', 'intend', 'estimate', 'anticipate','believe', 'plan', 'seek' or 'continue', or negative forms or variations ofsimilar terminology. Such forward-looking statements involve known and unknownrisks, uncertainties, assumptions and other factors related to Lonmin,including, among other factors: (1) the risk that the businesses of Lonmin andAfriOre will not be integrated successfully; (2) material adverse changes ineconomic conditions generally or in relevant markets or industries inparticular; (3) fluctuations in demand and pricing in the mineral resourceindustry and fluctuations in exchange rates; (4) future regulatory andlegislative actions and conditions affecting Lonmin's and AfriOre's operatingareas; (5) obtaining and retaining skilled workers and key executives; and (6)acts of war and terrorism. By their nature, forward-looking statements involverisks, uncertainties and assumptions and many relate to factors which are beyondLonmin's control, such as future market conditions and the behaviour of othermarket participants. Actual results may differ materially from those expressedin forward-looking statements. Given these risks, uncertainties, andassumptions, you are cautioned not to put undue reliance on any forward-lookingstatements. In addition, the inclusion of such forward-looking statements shouldunder no circumstances be regarded as a representation by Lonmin that Lonminwill achieve any results set out in such statements or that the underlyingassumptions used will in fact be the case. Other than as required by applicablelaw or the applicable rules of any exchange on which Lonmin's securities may belisted, Lonmin has no intention or obligation to update or revise anyforward-looking statements included in this announcement after the release ofthis announcement. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
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