| Thu 7 Aug 2008, 8:01 | | LON - Lonmin Plc - Lonmin rejects Xstrata`s pre-conditional offer |
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LON
LOLMI
LON - Lonmin Plc - Lonmin rejects Xstrata`s pre-conditional offer
Lonmin Plc (Incorporated in England and Wales)
(Registered in the Republic of South Africa under registration number
1969/000015/10)
JSE code: LON
Issuer Code: LOLMI & ISIN: GB0031192486 ("Lonmin")
7 August 2008
Lonmin rejects Xstrata`s pre-conditional offer
The Board of Lonmin Plc ("Lonmin" or the "Company"), which is being advised by
Citi and Greenhill, believes the unsolicited, pre-conditional offer for the
Company announced yesterday by Xstrata is wholly inadequate. The Directors of
Lonmin strongly advise shareholders to take no action in respect of the pre-
conditional offer and to reject the approach.
The pre-conditional offer is opportunistic and an entirely unwelcome attempt to
acquire Lonmin at a price which fails to adequately value Lonmin`s business. The
price proposed is also a discount to the price at which Lonmin shares were
trading as recently as 30 June 2008.
Lonmin is a unique business
- with extensive and high-quality South African ore reserves and resources
within the world`s premier platinum group metals (PGM) deposit
- with sophisticated downstream processing technology
- which benefits from a favourable supply demand balance in PGMs
- with a new Mining management team in place which is improving operational
performance
- which will benefit from its recent investment in mechanisation
- with an excellent record of safety and sustainable development
- with strong cash flow and low gearing
- with outstanding growth prospects
Commenting on the offer, Sir John Craven, Chairman of Lonmin, said today:
"This is an opportunistic move by Xstrata which attempts to capitalise on the
current volatility in financial and metal markets. Lonmin will contest this
approach vigorously. It undervalues Lonmin`s unique business and fails to
deliver appropriate value for Lonmin`s shareholders.
"Shareholders are strongly advised to take no action in respect of the pre-
conditional offer and to reject the approach."
Enquiries
Lonmin: +44 (0) 207 201 6060
Alex Shorland-Ball
Citi: +44 (0) 207 986 4000
David Wormsley
Jan Skarbek
Tom Reid (Corporate Broking)
Greenhill & Co.: +44 (0) 207 198 7400
James Lupton
David Wyles
JPMorgan Cazenove (acting as Corporate Broker): +44 (0) 207 588 2828
Michael Wentworth Stanley
Cardew Group: +44 (0) 207 930 0777
Anthony Cardew
Rupert Pittman
Citigroup Global Markets Limited ("Citi") and Greenhill & Co. International LLP
("Greenhill") are acting for Lonmin PLC and no one else in connection with the
matters described in this announcement, and will not be responsible to anyone
other than Lonmin for providing the protections afforded to their respective
clients, or for providing advice in relation to the matters described in this
announcement.
Under the provisions of Rule 8.3 of the Takeover Code (the "Code"), if any
person is, or becomes, "interested" (directly or indirectly) in 1% or more of
any class of "relevant securities" of Lonmin, all "dealings" in any "relevant
securities" of that company (including by means of an option in respect of, or a
derivative referenced to, any such "relevant securities") must be publicly
disclosed by no later than 3.30 pm (London time) on the London business day
following the date of the relevant transaction. This requirement will continue
until the date on which the offer becomes, or is declared, unconditional as to
acceptances, lapses or is otherwise withdrawn or on which the "offer period"
otherwise ends. If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire an "interest" in "relevant
securities" of Lonmin, they will be deemed to be a single person for the purpose
of Rule 8.3.
Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevant
securities" of Lonmin by Xstrata or Lonmin or by any of their respective
"associates", must be disclosed by no later than 12.00 noon (London time) on the
London business day following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose "relevant
securities" "dealings" should be disclosed, and the number of such securities in
issue, can be found on the Takeover Panel`s website at
www.thetakeoverpanel.org.uk.
"Interests in securities" arise, in summary, when a person has long economic
exposure, whether conditional or absolute, to changes in the price of
securities. In particular, a person will be treated as having an "interest" by
virtue of the ownership or control of securities, or by virtue of any option in
respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the Code, which can also be found on the
Takeover Panel`s website. If you are in any doubt as to whether or not you are
required to disclose a "dealing" under Rule 8, you should consult the Takeover
Panel.
This release contains statements that are forward looking. Forward-looking
statements are not based on historical facts, but rather on current expectations
and projections about future events, and are therefore subject to risks and
uncertainties which could cause actual results to differ materially from the
future results expressed or implied by the forward-looking statements. Often,
but not always, forward-looking statements may be identified by the use of
forward-looking words such as "plans", "expects" or "does not expect", "is
expected", "is subject to", "budget", "scheduled", "estimates", "forecasts",
"intends", "anticipates" or "does not anticipate", or "believes", or variations
of such words and phrases or statements that certain actions, events or results
"may", "could", "should", "would", "might" or "will" be taken, occur or be
achieved. Such statements are qualified in their entirety by the inherent risks
and uncertainties surrounding future expectations. Such forward-looking
statements involve known and unknown risks, uncertainties and other factors
which may cause the actual results, performance or achievements of Lonmin, or
industry results, to be materially different from any future results,
performance or achievements expressed or implied by such forward-looking
statements. Such forward-looking statements are based on numerous assumptions
regarding Lonmin`s present and future business strategies and the environment in
which Lonmin will operate in the future. Among the important factors that could
cause Lonmin`s actual results, performance or achievements to differ materially
from those in the forward-looking statements include, among others, levels of
actual production during any period, levels of demand and market prices, the
ability to produce and transport products profitably, the impact of foreign
currency exchange rates on market prices and operating costs, interest rates,
operational problems, industry trends, labour relations, political uncertainty
and economic conditions in relevant areas of the world, the actions of
competitors and activities by governmental authorities such as changes in
taxation or regulation. Other than in accordance with its legal or regulatory
obligations (including under the UK Listing Rules and the Disclosure and
Transparency Rules of the Financial Services Authority), Lonmin is not under any
obligation and Lonmin expressly disclaims any intention or obligation to update
or revise any forward-looking statements, whether as a result of new
information, future events or otherwise.
Date: 07/08/2008 08:01:12 Produced by the JSE SENS Department.
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