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Results of Shareholder Meetings

28th Jun 2013 14:02

RNS Number : 1628I
Lonrho PLC
28 June 2013
 



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

Lonrho plc

("Lonrho" or the "Company")

 

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 Scheme Shareholders who voted

Percentage of Scheme Shareholders who voted (%)

Number of Scheme Shares voted

Percentage of Scheme Shares voted (%)

Number of Scheme Shares voted as a percentage of issued 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 voted

Percentage of Lonrho Shares 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

List and the JSE

Thursday 18 July 2013

 

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

consideration due under the Scheme

by Friday 2 August 2013

 

South African payment date for the cash consideration due under

the Scheme (JSE Settlement Date)

Friday 2 August 2013

 

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 Friday 19 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

(Financial Adviser and Broker to FS Africa)

Garry Levin, David Anderson, Ben Williams

+44 (0) 20 7597 5970

Headland Consultancy

(Public Relations Adviser to FS Africa)

Howard Lee, Tom Gough, Dan Kahn

+44 (0) 20 7367 5222

Lonrho

Geoffrey White, David Armstrong

+44 (0) 20 7016 5105

Jefferies

(Financial Adviser and Broker to Lonrho)

Sara Hale, Andrew Bell, Harry Nicholas, Michael Collinson

+44 (0) 20 7029 8000

FTI Consulting

(Public Relations Adviser to Lonrho)

Edward Westropp, Georgina Bonham

+44 (0) 20 7831 3113

Java Capital

(JSE Sponsor to Lonrho)

+27 (011) 283 0042

 

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.

 

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
ROMUWROROAANUAR

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