8th Dec 2005 09:42
Lonmin PLC08 December 2005 Lonmin Plc(Incorporated in England and Wales)(Registered in the Republic of South Africa underregistration number 1969/000015/10)JSE code: LON ISIN: GB0031192486Issuer code: LOLMI("Lonmin") Messina Limited(Incorporated in the Republic of South Africa)(Registration number 1950/035912/06)JSE code: MES ISIN: ZAE000004438("Messina") Salient dates and times in respect of the proposed scheme of arrangement 1. IntroductionShareholders are referred to the announcement released on SENS on Friday, 18November 2005 in terms of which it was announced that Lonmin would propose ascheme of arrangement ("scheme") in terms of section 311 of the Companies Act,No. 61 of 1973, as amended ("the Act"), between Messina and its shareholders("scheme members"), other than Lonmin and its subsidiaries, in terms of which,subject to the fulfilment of certain conditions precedent, shareholders whoare entitled thereto ("scheme participants") will receive 4 500 cents in cash("the consideration") for each scheme share held. The scheme, if implemented,will result in Messina becoming, directly and indirectly, a wholly-ownedsubsidiary of Lonmin. This announcement contains the salient dates and times in relation to thescheme. 2. Scheme meetingShareholders are advised that in terms of an Order of Court dated 6 December2005, the High Court of South Africa has granted Messina leave to convene ascheme meeting, to be held at 09:00 on Monday, 16 January 2006, at Northdowns,17 Georgian Crescent, Bryanston, 2152. 3. Conditions precedentThe implementation of the scheme is subject to the fulfilment of the followingconditions precedent: • the approval of the scheme by scheme members representing not less than 75%of the votes exercisable by scheme members present and voting either in personor by proxy at the scheme meeting; • the Court sanctioning the scheme in terms of the Act; and • a certified copy of the Order of Court sanctioning the scheme beingregistered by the Registrar in terms of the Act. 4. Substitute offerIn the event of the scheme failing for any reason whatsoever Lonmin will makean unconditional cash offer to the Messina minority shareholders to acquireall or any part of their holding of shares in Messina for a sum of 4 500 centsin cash per Messina share. The scheme will be regarded as having failed if anyone of the conditions precedent to the scheme are not fulfilled for anyreason. The salient dates and times of the substitute offer, including the openingdate and closing date of the offer, will be released on SENS and published inthe press immediately following the failure of the scheme for any reasonwhatsoever. The substitute offer is required in terms of the Securities Regulation Panel("SRP") Code mandatory offer rules in the event that the scheme fails for anyreason. 5. Salient dates and timesThe expected dates and times pertaining to the scheme are set out below: Scheme of Arrangement 2006Last day to trade in Messina shares on themain board of the JSE Limited ("JSE")in order to be recorded on the register tovote at the scheme meeting, by close oftrade on the JSE on (refer note 2 below) Thursday, 5 January Record date for voting, by close of tradeon the JSE on Thursday, 12 January Last day to lodge forms of proxy (pink)for the scheme meeting (refer note 5 below),by 09:00 on Friday, 13 January Scheme meeting to be held at 09:00 on Monday, 16 January Results of the scheme meeting releasedon SENS on Monday, 16 January Results of the scheme meeting publishedin the press on Tuesday, 17 January Court hearing to sanction the schemeexpected at 10:00 or as soon thereafter asCounsel may be heard on Tuesday, 24 January Results of Court hearing to be releasedon SENS on Tuesday, 24 January Results of Court hearing to be publishedin the press on Wednesday, 25 January Expected last day to trade in Messinashares on the JSE in order to be recordedin the register on the record date forthe scheme on Friday, 27 January Expected date for suspension of Messina'slisting on the JSE from commencementof trade on the JSE on Monday, 30 January Expected record date for the scheme on Friday, 3 February Expected operative date of the scheme on Monday, 6 February Expected date from which the considerationwill be made available to schemeparticipants on Monday, 6 February Certificated shareholders will have theircheques posted (provided that they havesurrendered their share certificates by12:00 noon on Friday, 3 February 2006)or within five business days after surrenderif received after 12:00 noon onFriday, 3 February 2006 on Monday, 6 February Expected date for termination of Messina'slisting on the JSE, from commencementof trade on the JSE on Tuesday, 7 February Notes:1. The abovementioned dates and times are South African dates and times, andare subject to change. Any changes will be released on SENS and published inthe South African press. 2. Shareholders should note that, as trading on the JSE is settled throughSTRATE, settlement for trade takes place five business days after such trade.Therefore, shareholders who acquire shares on the JSE after Thursday, 5January 2006 will not be eligible to vote at the scheme meeting. 3. Dematerialised scheme members, other than own-name dematerialised schememembers, must provide their CSDP or broker with their instructions for votingat the scheme meeting by the cut-off time and date advised by the CSDP orbroker for instructions of this nature. 4. No dematerialisation or rematerialisation of shares will take place afterFriday, 27 January 2006. 5. Forms of proxy for the scheme meeting (pink) may also be handed to thechairperson of the scheme meeting by no later than 10 minutes before thecommencement of the scheme meeting. 6. CircularA circular, which has been approved by the SRP and the JSE, providing fullinformation on the scheme and incorporating a notice in respect of the schememeeting will be posted to Messina shareholders on Friday, 9 December 2005.Copies of the circular may be obtained during normal business hours from theregistered office of Messina and the South African registered office of Lonminat Northdowns, 17 Georgian Crescent, Bryanston, 2152. Bryanston8 December 2005 Investment bankand corporate adviser to LonminNedbank Capital Independent financial adviser to the independent sub-committee of the MessinaBoardPricewaterhouseCoopers Corporate Finance (Pty) Ltd(Registration number 1970/003711) Attorneys to the schemeCliffe Dekker Sponsor to MessinaRAND MERCHANT BANKA division of FirstRand Bank Limited Technical adviser to MessinaSnowden Legal adviser to the independent sub-committeeof the Messina BoardWEBBER WENTZEL BOWENS Reporting accountantsKPMG This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
Lonmin