15th May 2013 07:07
FORM 8 (OPD)
PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER
Rules 8.1 and 8.2 of the Takeover Code (the "Code")
1. KEY INFORMATION
(a) Identity of the party to the offer making the disclosure: | FS Africa Limited |
(b) Owner or controller of interests and short positions disclosed, if different from 1(a): The naming of nominee or vehicle companies is insufficient | A consortium comprising Rainer-Marc Frey and BIH SA, a vehicle controlled by Thomas Schmidheiny |
(c) Name of offeror/offeree in relation to whose relevant securities this form relates: Use a separate form for each party to the offer | Lonrho plc |
(d) Is the party to the offer making the disclosure the offeror or the offeree? | OFFEROR |
(e) Date position held: | 15 May 2013 |
(f) Has the party previously disclosed, or is it today disclosing, under the Code in respect of any other party to this offer? | NO |
2. POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE
(a) Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates
Class of relevant security:
| Ordinary Shares of 1p each | |||
| Interests | Short positions | ||
Number | % | Number | % | |
(1) Relevant securities owned and/or controlled: | 80,311,060 | 4.86 | ||
(2) Derivatives (other than options): | 241,292,222 | 14.59 | ||
(3) Options and agreements to purchase/sell: | ||||
TOTAL: | 321,603,282 | 19.45 |
Class of relevant security:
| 7.00% Guaranteed Convertible Bond due 2015 | |||
| Interests | Short positions | ||
Number | % | Number | % | |
(1) Relevant securities owned and/or controlled: | 34,000,000 | 48.57 | ||
(2) Derivatives (other than options): | ||||
(3) Options and agreements to purchase/sell: | ||||
TOTAL: | 34,000,000 | 48.57 |
All interests and all short positions should be disclosed.
Details of any open derivative or option positions, or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).
Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).
(b) Rights to subscribe for new securities
Class of relevant security in relation to which subscription right exists: | |
Details, including nature of the rights concerned and relevant percentages: |
If there are positions or rights to subscribe to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 2(a) or (b) (as appropriate) for each additional class of relevant security.
(c) Irrevocable commitments and letters of intent
Details of any irrevocable commitments or letters of intent procured by the party to the offer making the disclosure or any person acting in concert with it (see Note 3 on Rule 2.11 of the Code): | |||||||||||||||||||||||||||
Lonrho Directors' Irrevocable Undertakings
The following Directors of Lonrho plc have irrevocably undertaken to vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the Lonrho General Meeting and if the Transaction is structured as an Offer to accept or procure the acceptance of the Offer made by FS Africa Limited:
These irrevocable undertakings remain binding if a higher competing offer for Lonrho is made but they cease to be binding if the Scheme terminates or lapses in accordance with its terms or otherwise becomes incapable of ever becoming effective, provided that FS Africa has not, within seven days of the Scheme having so terminated or lapsed, announced in accordance with Rule 2.7 of the City Code, that it intends to implement the Transaction instead by way of an Offer.
Other Irrevocable Undertakings
The following holders of Ordinary shares of 1p each in Lonrho plc have irrevocably undertaken to vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the Lonrho General Meeting and the resolutions to be proposed at the Lonrho General Meeting and if the Transaction is structured as an Offer to accept or procure the acceptance of the Offer made by FS Africa Limited:
These irrevocable undertakings cease to be binding if a competing offer for all of the shares in Lonrho is announced with a consideration value per share which is not less than 10% greater than the Transaction Consideration and FS Africa has not within 14 days of the date of the announcement of the competing offer announced a revised offer the terms of which, in the reasonable opinion of Jefferies as the independent adviser for the purposes of Rule 3 of the City Code, provides equal or greater value for Lonrho Shareholders than that provided under such competing offer.
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3. POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER MAKING THE DISCLOSURE
Details of any interests, short positions and rights to subscribe of any person acting in concert with the party to the offer making the disclosure: |
The holdings in Ordinary Shares of 1p each held by persons acting in concert with the offeror are as follows: 6,500,000 relevant securities representing approximately 0.39% of Lonrho's issued share capital are held by Christopher Chambers, who is acting in concert with FS Africa Limited; 1,400,000 relevant securities representing approximately 0.08% of Lonrho's issued share capital are held by Dr Dieter Spalti, who is acting in concert with FS Africa Limited; and 750,000 relevant securities representing approximately 0.05% of Lonrho's issued share capital are held by Dr Reto Suter, who is acting in concert with FS Africa Limited.
The holdings in 7.00% Guaranteed Convertible Bond due 2015 held by persons acting in concert with the offeror are as follows: 750,000 relevant securities representing approximately 1.07% of nominal value are held by Dr Dieter Spalti, who is acting in concert with FS Africa Limited.
Investec Bank plc, connected adviser to FS Africa Limited, holds the following Ordinary Shares of 1p each that do not benefit from exempt status under the Takeover Code: 267,524 relevant securities representing approximately 0.01% of Lonrho's issued share capital.
It has not been practicable for the offeror to make enquiries of all of its concert parties in advance of it releasing this Opening Position Disclosure. Therefore, this Opening Position Disclosure may not include all of the relevant details in respect of the offeror's concert parties. The offeror confirms that a further disclosure in accordance with Rule 8.1(a) and note 2(a)(i) on Rule 8 of the Takeover Code will be made as soon as possible, if required.
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If there are positions or rights to subscribe to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 3 for each additional class of relevant security.
Details of any open derivative or option positions, or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).
Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).
4. OTHER INFORMATION
(a) Indemnity and other dealing arrangements
Details of any indemnity or option arrangement, or any agreement or understanding, formal or informal, relating to relevant securities which may be an inducement to deal or refrain from dealing entered into by the party to the offer making the disclosure or any person acting in concert with it: If there are no such agreements, arrangements or understandings, state "none" |
None
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(b) Agreements, arrangements or understandings relating to options or derivatives
Details of any agreement, arrangement or understanding, formal or informal, between the party to the offer making the disclosure, or any person acting in concert with it, and any other person relating to: (i) the voting rights of any relevant securities under any option; or (ii) the voting rights or future acquisition or disposal of any relevant securities to which any derivative is referenced: If there are no such agreements, arrangements or understandings, state "none" |
None
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(c) Attachments
Are any Supplemental Forms attached?
Supplemental Form 8 (Open Positions) | NO |
Supplemental Form 8 (SBL) | NO |
Date of disclosure: | 15 May 2013 |
Contact name: | Dr Reto Suter |
Telephone number: | +41 55 415 22 33 |
Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service and must also be emailed to the Takeover Panel at [email protected]. The Panel's Market Surveillance Unit is available for consultation in relation to the Code's dealing disclosure requirements on +44 (0)20 7638 0129.
The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.
Related Shares:
Lonrho