TIDMLONR
RNS Number : 7700J
FS Africa Limited
19 July 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.
19 July 2013
FS Africa Limited ("FS Africa")
Recommended Convertible Bond Offer Update
Change of Control Date and Offer Amount
As announced by Lonrho Plc ("Lonrho") today, the Scheme to
effect the recommended cash offer for Lonrho by FS Africa under the
Scheme Document issued on 5 June 2013 has become effective and the
entire issued share capital of Lonrho has now been acquired by FS
Africa.
Further to the offer made on 5 June 2013 by FS Africa to holders
of the outstanding Lonrho Convertible Bonds to purchase their
Lonrho Convertible Bonds for cash as set out in the Lonrho
Convertible Bond Offer Memorandum (the "Convertible Bond Offer"),
holders of the Lonrho Convertible Bonds are advised that:
-- the Change of Control Date is today, 19 July 2013; and
-- based on the Change of Control Amount of $10,326.34 and
Accrued Interest Amount of $322.78, the Offer Amount is equal to
$10,649.12 per $10,000 in principal amount of the Lonrho
Convertible Bonds.
The Convertible Bond Offer Expiration Deadline in respect of the
Offer is 5:00 p.m. (London time) on 17 September 2013.
Lonrho Convertible Bondholders who have not yet accepted the
Convertible Bond Offer are urged to do so as soon as possible and,
in any event, to submit Electronic Instruction Notices by no later
than 5:00 p.m. on 17 September 2013, before all deadlines set by
the relevant Clearing System and in accordance with the
instructions set out in the Convertible Bond Offer Memorandum.
References to times in this announcement are to London time
unless otherwise stated.
Unless otherwise defined, capitalised terms used in this
announcement have the meanings given in the Lonrho Convertible Bond
Offer Memorandum dated 5 June 2013 relating to the Convertible Bond
Offer.
Enquiries:
Investec Bank plc
(Financial Adviser and Broker
to FS Africa)
Garry Levin, David Anderson, +44 (0) 20 7597
Ben Williams 5970
Headland Consultancy
(Public Relations Adviser
to FS Africa)
Howard Lee, Tom Gough, Dan +44 (0) 20 7367
Kahn 5222
Lucid Issuer Services
(Tender Agent to FS Africa) +44 (0) 20 7704
Paul Kamminga 0880
Important Notice
Investec, which is authorised by the Prudential Regulation
Authority and regulated by the Financial Conduct Authority 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.
THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN INVITATION OR OFFER TO
SELL OR EXCHANGE OR THE SOLICITATION OF AN INVITATION OR OFFER TO
BUY OR EXCHANGE ANY SECURITY. NONE OF THE SECURITIES REFERRED TO IN
THIS ANNOUNCEMENT SHALL BE SOLD, ISSUED, EXCHANGED OR TRANSFERRED
IN ANY JURISDICTION IN CONTRAVENTION OF APPLICABLE LAW.
NEITHER THIS ANNOUNCEMENT NOR ANY RELATED DOCUMENT HAS BEEN
FILED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION, NOR HAS ANY
SUCH DOCUMENT BEEN FILED WITH OR REVIEWED BY ANY U.S. STATE
SECURITIES COMMISSION OR REGULATORY AUTHORITY OF ANY COUNTRY. NO
AUTHORITY HAS PASSED UPON THE ACCURACY OR ADEQUACY OF THE
CONVERTIBLE BOND OFFER OR ANY RELATED DOCUMENTS, AND IT MAY BE
UNLAWFUL AND A CRIMINAL OFFENCE TO MAKE ANY REPRESENTATION TO THE
CONTRARY.
The communication of this announcement and any other documents
or materials relating to the Convertible Bond Offer is not being
made, and will not be made, and such documents and/or materials
have not been approved, by an authorised person for the purposes of
section 21 of the Financial Services and Markets Act 2000 ("FSMA").
Accordingly, such documents and/or materials are not being
distributed to, and must not be passed onto, the general public in
the United Kingdom. The communication of such documents and/or
materials is exempt from the restriction on financial promotions
under section 21 of the FSMA on the basis that it is a
communication by or on behalf of a body corporate which relates to
a transaction to acquire shares in a body corporate and such shares
include 50 per cent. or more of the voting securities in such body
corporate within Article 62 of the Financial Services and Markets
Act 2000 (Financial Promotion) Order 2005.
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. 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:
The Convertible Bond Offer is being made for securities of a
Jersey-incorporated subsidiary of a United Kingdom company and
Lonrho Convertible Bondholders in the United States should be aware
that this document, and any other documents relating to the
Convertible Bond Offer, have been prepared or will be prepared in
accordance with the Code and United Kingdom disclosure
requirements, format and style, all of which differ from those in
the United States. Lonrho's financial statements or any other
documents relating to the Convertible Bond Offer or the Scheme have
been or will be prepared in accordance with International Financial
Reporting Standards and may not be comparable to financial
statements of United States companies. Lonrho is not subject to the
periodic reporting requirements of the United States Securities
Exchange Act of 1934, as amended (the "Exchange Act") and is not
required to, and does not, file any reports with the U.S.
Securities and Exchange Commission thereunder.
The Convertible Bond Offer, which is open to Lonrho Convertible
Bondholders in the United States, is subject to a limited extent to
U.S. tender offer rules and securities laws (Regulation 14E), and
is otherwise made in accordance with the requirements of the Code,
the Panel, the London Stock Exchange, the Financial Conduct
Authority and the Prudential Regulation Authority. Accordingly, the
Convertible Bond Offer is subject to disclosure and other
procedural requirements, including with respect to withdrawal
rights, offer timetable, settlement procedures and timing of
payments that are different from those generally applicable under
United States domestic tender offer procedures and law. In the
United States, the Convertible Bond Offer is deemed to be made
solely by FS Africa and not by any of its financial advisers.
The Issuer is incorporated under the laws of Jersey. Lonrho is a
company incorporated under the laws of England and Wales. FS Africa
is a company incorporated under the laws of England and Wales.
Certain of the Issuer Directors, Lonrho Directors and FS Africa
Directors are residents of countries other than the United States.
As a result, it may not be possible for Lonrho Convertible
Bondholders in the United States to effect service of process
within the United States upon Lonrho and/or FS Africa or their
respective officers or directors or to enforce against any of them
judgments of the United States predicated upon the civil liability
provisions of the federal securities laws of the United States. It
may not be possible to sue Lonrho and/or FS Africa or their
respective officers or directors in a non-U.S. court for violations
of the United States securities laws. There is also substantial
doubt as to enforceability in the United Kingdom in original
actions, or in actions for the enforcement of judgements of United
States courts, based on the civil liability provisions of United
States federal securities laws.
In accordance with the Code and normal United Kingdom market
practice and pursuant to Rule 14e-5(b)(12) under the Exchange Act,
FS Africa or its nominees or brokers (acting as agents) may from
time to time make certain purchases of, or arrangements to
purchase, Lonrho Convertible Bonds outside the United States,
otherwise than pursuant to the Convertible Bond Offer, before or
during the period in which the Convertible Bond Offer remains open
for acceptance, such as in open market purchases at prevailing
prices or privately negotiated purchases at negotiated prices. In
the event that FS Africa or its nominees or brokers (acting as
agents) purchase or make arrangements to purchase Lonrho
Convertible Bonds for a consideration greater than the Offer
Amount, the Offer Amount will be increased to match the higher
price paid outside the Convertible Bond Offer. Such purchases, or
arrangements to purchase, will comply with all applicable United
Kingdom rules, including the Code and the rules of the London Stock
Exchange.
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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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