| Mon 11 May 2009, 17:00 | | LON - Lonmin Plc - Registration of Rights Issue Documents |
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LON
LOLMI
LON - Lonmin Plc - Registration of Rights Issue Documents
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE
OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN.
THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT A PROSPECTUS AND INVESTORS
SHOULD NOT SUBSCRIBE FOR OR PURCHASE ANY SECURITIES REFERRED TO IN THIS
ANNOUNCEMENT EXCEPT ON THE BASIS OF THE INFORMATION IN THE PROSPECTUS TO BE
PUBLISHED BY LONMIN PLC IN CONNECTION WITH THE RIGHTS ISSUE. COPIES OF THE
PROSPECTUS WILL, FOLLOWING PUBLICATION, BE AVAILABLE FROM THE COMPANY`S
REGISTERED OFFICE.
Lonmin Plc
Incorporated and registered in England and Wales with registered number 103002
Registered in South Africa as an external company with registered number
1969/000015/10
JSE share code: LON
Issuer Code: LOLMI & ISIN: GB0031192486
REGISTRATION OF RIGHTS ISSUE PROSPECTUS AND OTHER REQUISITE DOCUMENTS
Shareholders of Lonmin Plc ("Lonmin Plc" or "the Company") are referred to the
announcement released by the Company earlier today regarding the rights issue.
The prospectus and other requisite documents were today lodged with and
registered by CIPRO. Accordingly, there are no South African registration
conditions precedent to the rights issue.
The salient dates and times for the rights issue as previously announced
remain unchanged.
11 May 2009
CONTACTS
Lonmin
Rob Gurner, Head of Investor Relations Tel: +44 (0)20 7201 6050
Citi (Joint UK Sponsor And Joint Bookrunner) Tel: +44 (0)20 7986 4000
David Wormsley
Jan Skarbek
Citi (Joint Corporate Broker) Tel: +44 (0)20 7986 4000
Tom Reid
Andrew Forrester
Citi (JSE Transaction Sponsor) Tel: +27 (0)11 944 1000
Sean Wegerhoff
J.P. Morgan Cazenove (Joint UK Sponsor,
Joint Bookrunner And Joint Corporate Broker) Tel: +44 (0)20 7588 2828
Michael Wentworth-Stanley
Jonathan Wilcox
Matthew Lawrence
Cardew Group Tel: +44 (0)20 7930 0777
Anthony Cardew
Rupert Pittman
Financial Dynamics Tel: +27 (0)21 487 9000
Dani Cohen
Ravin Maharaj
SHAREHOLDER ENQUIRIES
UK Shareholders: Contact the UK Shareholder Helpline on 0871 384 2211 (from
inside the United Kingdom) or +44 (0)121 415 0275 (from outside the United
Kingdom). This Shareholder Helpline is available from 8.30 a.m. to 5.30 p.m.
(London time) Monday to Friday (except bank holidays).
South African Shareholders: contact the South African Shareholder Helpline on
(011) 630 0800 (from inside South Africa) or +27 11 630 0800 (from outside
South Africa). This Shareholder Helpline is available from 8.00 a.m. to 5.00
p.m. (Johannesburg time) Monday to Friday (except public holidays).
Please note that for legal reasons, the UK Shareholder Helpline and the South
African Shareholder Helpline are only able to provide information contained in
this announcement and information relating to Lonmin`s register of members and
are unable to give advice on the merits of the Rights Issue, or provide legal,
financial, tax or investment advice.
This announcement is an advertisement and not a prospectus and investors
should not subscribe for or purchase any Nil Paid Rights, Fully Paid Rights or
New Shares referred to in this announcement except on the basis of information
in the Prospectus which is expected to be published by the Company today in
connection with the Rights Issue. Copies of the Prospectus will, following
publication, be available from the Company`s registered office. This
announcement does not constitute, or form part of any offer or invitation to
purchase, otherwise acquire, subscribe for, sell, otherwise dispose of or
issue, or any solicitation of any offer to sell, otherwise dispose of, issue,
purchase, otherwise acquire or subscribe for, any security in the capital of
the Company in any jurisdiction. Any decision to purchase, otherwise acquire,
subscribe for, sell or otherwise dispose of any Provisional Allotment Letter,
Nil Paid Rights, Fully Paid Rights and/or New Shares should only be made on
the basis of information contained in and incorporated by reference into the
Prospectus which contains further details relating to the Company in general
as well as a summary of the risk factors to which an investment in the New
Shares is subject. Nothing in this announcement should be interpreted as a
term or condition of the Rights Issue. Subject to certain exceptions, the
Prospectus will not be available to Shareholders located in Excluded
Territories. This announcement is not directed to, or intended for
distribution or use by, any person or entity that is a citizen or resident or
located in any locality, state, country or other jurisdiction where such
distribution, publication, availability, or use would be contrary to law or
regulation which would require any registration or licensing within such
jurisdiction.
This announcement and the information contained herein is not an offer of
securities for sale in the United States. The Nil Paid Rights, the Fully Paid
Rights, the New Shares and the Provisional Allotment Letters may not be
offered or sold in the United States or to or for the account or benefit of a
person located in the United States absent registration under the US
Securities Act of 1933, as amended or an exemption from, or in a transaction
not subject to, registration. The Nil Paid Rights, the Fully Paid Rights, the
New Shares and the Provisional Allotment Letters have not been and will not be
registered under the US Securities Act of 1933, as amended, or with any
securities regulatory authority of any state or jurisdiction of the United
States and no public offering of the Nil Paid Rights, the Fully Paid Rights,
the New Shares or the Provisional Allotment Letters will be made in the United
States. No money, securities or other consideration from any person inside the
United States is being solicited and, if sent in response to the information
contained in this announcement, will not be accepted.
This announcement does not constitute an offer of Nil Paid Rights, Fully Paid
Rights, New Shares or Provisional Allotment Letters to any person with a
registered address in, or who is resident in, Australia, Canada or Japan. None
of the Nil Paid Rights, the Fully Paid Rights, the New Shares or the
Provisional Allotment Letters has been or will be registered under the
relevant laws of any state, province or territory of Australia, Canada or
Japan. Subject to certain limited exceptions, neither the Prospectus, the
Provisional Allotment Letter nor this announcement will be distributed in or
into Australia, Canada or Japan. The release, publication or distribution of
this announcement in certain jurisdictions may be restricted by law and
therefore persons in such jurisdictions into which this announcement is
released, published or distributed should inform themselves about and observe
such restrictions.
Citi, J.P. Morgan Cazenove Limited and J.P. Morgan Securities Ltd., each of
which is regulated and authorised in the United Kingdom by the FSA, are acting
exclusively for the Company and for no-one else in connection with the Rights
Issue and will not regard any other person (whether or not a recipient of this
announcement) as a client in relation to the Rights Issue and will not be
responsible to anyone other than the Company for providing the protections
afforded to their respective clients or for providing advice in relation to
the Rights Issue, the contents of this announcement and the accompanying
documents or any matters or arrangements referred to herein or therein.
Citi, J.P. Morgan Cazenove Limited and J.P. Morgan Securities Ltd. may,
subject to the terms of the Underwriting Agreement and in accordance with
applicable legal and regulatory provisions, engage in transactions in relation
to the Nil Paid Rights, the Fully Paid Rights, the New Shares and/or related
instruments for their own account for the purpose of hedging their
underwriting exposure or otherwise. Except as required by applicable law or
regulation none of Citi, J.P. Morgan Cazenove Limited and J.P. Morgan
Securities Ltd. propose to make any public disclosure in relation to such
transactions.
The statements contained in this announcement that are not historical facts
are "forward-looking" statements. These forward-looking statements are subject
to a number of substantial risks and uncertainties, many of which are beyond
the Company`s control and actual results and developments may differ
materially from those expressed or implied by these statements for a variety
of factors. These forward-looking statements are statements are based on the
Company`s current intentions, beliefs and expectations about among other
things, the Company`s results of operations, financial condition, prospects,
growth, strategies and the industry in which the Company operates. Forward-
looking statements are typically identified by the use of forward-looking
terminology such as "believes", "expects", "may", "will", "could", "should",
"intends", "estimates", "plans", "assumes" or "anticipates" or the negative
thereof or other variations thereon or comparable terminology, or by
discussions of strategy that involve risks and uncertainties. By their nature,
forward- looking statements involve risks and uncertainties, including,
without limitation, the risks and uncertainties to be set forth in the
Prospectus, because they relate to events and depend on circumstances that may
or may not occur in the future. In addition, from time to time, the Company or
its representatives have made or may make forward-looking statements orally or
in writing. Furthermore, such forward-looking statements may be included in,
but are not limited to, press releases or oral statements made by or with the
approval of an authorised executive officer of the Company. No assurance can
be given that such future results will be achieved; actual events or results
may differ materially from those expressed in or implied by these statements
as a result of risks and uncertainties facing the Company and its
subsidiaries. Many of these risks and uncertainties relate to factors that are
beyond the Company`s ability to control or estimate precisely, such as changes
in taxation and fiscal policy, future market conditions, currency
fluctuations, the behaviour of other market participants, the actions of
governmental regulators and other risk factors such as the Company`s ability
to continue to obtain financing to meet its liquidity needs, changes in the
political, social and regulatory framework in which the Company operates or in
economic or technological trends or conditions, including inflation and
consumer confidence, on a global, regional or national basis. Such risks and
uncertainties could cause actual results to vary materially from the future
results indicated, expressed or implied in such forward-looking statements.
The forward-looking statements contained in this announcement speak only as of
the date of this announcement and the Company undertakes no duty to update any
of them publicly in light of new information or future events, except to the
extent required by applicable law, the Prospectus Rules, the Listing Rules and
the Disclosure and Transparency Rules.
No statement in this announcement is intended as a profit forecast or a profit
estimate and no statement in this announcement should be interpreted to mean
that earnings per Ordinary Share for the current or future financial years
would necessarily match or exceed the historical published earnings per
Ordinary Share. Prices and values of, and income from, shares may go down as
well as up and an investor may not get back the amount invested. It should be
noted that past performance is no guide to future performance. Persons needing
advice should consult an independent financial adviser.
This announcement should not be considered a recommendation by Citi, J.P.
Morgan Cazenove Limited and J.P. Morgan Securities Ltd. or any of their
respective directors, officers, employees, advisers or any of their respective
affiliates in relation to any purchase of or subscription for securities. No
representation or warranty, express or implied, is given by or on behalf of
Citi, J.P. Morgan Cazenove Limited or J.P. Morgan Securities Ltd. or any of
their respective directors, officers, employees, advisers or any of their
respective affiliates or any other person as so to the accuracy, fairness,
sufficiency or completeness of the information or the opinions or the beliefs
contained in this announcement (or any part hereof). None of the information
contained in this announcement has been independently verified or approved by
Citi, J.P. Morgan Cazenove Limited or J.P. Morgan Securities Ltd. or any of
their respective directors, officers, employees, advisers or any of their
respective affiliates. Save in the case of fraud, no liability is accepted by
Citi, J.P. Morgan Cazenove Limited or J.P. Morgan Securities Ltd. or any of
their respective directors, officers, employees, advisers or any of their
respective affiliates for any errors, omissions or inaccuracies in such
information or opinions or for any loss, cost or damage suffered or incurred
howsoever arising, directly or indirectly, from any use of this announcement
or its contents or otherwise in connection with this announcement. No person
has been authorised to give any information or to make any representations
other than those contained in this announcement and, if given or made, such
information or representations must not be relied on as having been authorised
by the Company, Citi, J.P. Morgan Cazenove Limited or J.P. Morgan Securities
Ltd. Subject to the Listing Rules, the Prospectus Rules and the Disclosure and
Transparency Rules, the issue of this announcement shall not, in any
circumstances, create any implication that there has been no change in the
affairs of the Group since the date of this announcement or that the
information in it is correct as at any subsequent date.
Neither the content of the Company`s website (or any other website) nor the
content of any website accessible from hyperlinks on the Company`s website (or
any other website) is incorporated into, or forms part of, this announcement.
This announcement has been prepared for the purposes of complying with
applicable law and regulation in the United Kingdom 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 and regulations of
any jurisdiction outside of the United Kingdom.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR
INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN
This announcement is not for distribution directly or indirectly in or into
the United States or, in or into any of the Excluded Territories. This
announcement does not constitute or form part of an offer or solicitation in
respect of the Nil Paid Rights, the Fully Paid Rights, the New Shares or the
Forms of Instruction in the United States or any of the Excluded Territories.
In particular, the Nil Paid Rights, the Fully Paid Rights, the New Shares and
the Form of Instruction referred to in this announcement
- have not been and will not be registered under the US Securities Act of
1933, as amended (the "US Securities Act") or the securities legislation of
any other any state of the United States and may not be offered, sold, taken
up, exercised, resold, renounced, transferred or delivered, directly or
indirectly, within the United States except pursuant to an applicable
exemption from the registration requirements of the US Securities Act and in
compliance with any applicable securities laws of any state or other
jurisdiction of the United States
- have not been or will not be qualified by prospectus for offer or sale to
the public in Canada under applicable Canadian securities laws and
accordingly, no offer or sale of Nil Paid Rights or Fully Paid Rights, or New
Shares will be made in Canada
- have not been and will not be registered under the Financial Instruments and
Exchange Law of Japan, as amended (the ``FIEL``) and this announcement does
not constitute an offer of securities for sale, directly or indirectly, in
Japan or to, or for the benefit of, any resident of Japan or to other for
reoffer or resale, directly or indirectly, in Japan or to, or for the benefit
of, any resident in Japan, except pursuant to an exemption from the
registration requirements under the FIEL and otherwise in compliance with such
law and such other applicable laws, regulations and ministerial guidelines in
Japan.
This announcement does not constitute an invitation or offer to sell or the
solicitation of an invitation or an offer to buy New Shares or to take up
entitlements to Nil Paid Rights or Fully Paid Rights in any jurisdiction in
which such offer or solicitation is unlawful and accordingly persons who come
into possession of this announcement should inform themselves about and
observe any such restrictions. Any failure to comply with these restrictions
may constitute a violation of the securities law of any such jurisdiction.
The statements contained in this announcement that are not historical facts
are "forward-looking" statements. These forward-looking statements are subject
to a number of substantial risks and uncertainties, many of which are beyond
the Company`s control and actual results and developments may differ
materially from those expressed or implied by these statements for a variety
of factors. These forward-looking statements are statements are based on the
Company`s current intentions, beliefs and expectations about among other
things, the Company`s results of operations, financial condition, prospects,
growth, strategies and the industry in which the Company operates. Forward-
looking statements are typically identified by the use of forward-looking
terminology such as "believes", "expects", "may", "will", "could", "should",
"intends", "estimates", "plans", "assumes" or "anticipates" or the negative
thereof or other variations thereon or comparable terminology, or by
discussions of strategy that involve risks and uncertainties. By their nature,
forward- looking statements involve risks and uncertainties, including,
without limitation, the risks and uncertainties to be set forth in the
Prospectus, because they relate to events and depend on circumstances that may
or may not occur in the future. In addition, from time to time, the Company or
its representatives have made or may make forward-looking statements orally or
in writing. Furthermore, such forward-looking statements may be included in,
but are not limited to, press releases or oral statements made by or with the
approval of an authorised executive officer of the Company. No assurance can
be given that such future results will be achieved; actual events or results
may differ materially from those expressed in or implied by these statements
as a result of risks and uncertainties facing the Company and its
subsidiaries. Many of these risks and uncertainties relate to factors that are
beyond the Company`s ability to control or estimate precisely, such as changes
in taxation and fiscal policy, future market conditions, currency
fluctuations, the behaviour of other market participants, the actions of
governmental regulators and other risk factors such as the Company`s ability
to continue to obtain financing to meet its liquidity needs, changes in the
political, social and regulatory framework in which the Company operates or in
economic or technological trends or conditions, including inflation and
consumer confidence, on a global, regional or national basis. Such risks and
uncertainties could cause actual results to vary materially from the future
results indicated, expressed or implied in such forward-looking statements.
The forward-looking statements contained in this announcement speak only as of
the date of this announcement and the Company undertakes no duty to update any
of them publicly in light of new information or future events, except to the
extent required by applicable law, the Prospectus Rules, the Listing Rules and
the Disclosure and Transparency Rules.
Date: 11/05/2009 17:00:10 Produced by the JSE SENS Department.
The SENS service is an information dissemination service administered by the
JSE Limited (`JSE`). The JSE does not, whether expressly, tacitly or
implicitly, represent, warrant or in any way guarantee the truth, accuracy or
completeness of the information published on SENS. The JSE, their officers,
employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature,
howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
