| Tue 13 Dec 2011, 9:12 | | LAF - Lonrho - Proposed Firm Placing and Placing and Open Offer to raise |
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LAF
LOLAF
LAF - Lonrho - Proposed Firm Placing and Placing and Open Offer to raise
approximately GBP26.9million Gross Proceeds
LONRHO PLC
(Incorporated and registered in England and Wales)
(Registration number 2805337)
(Share code: LAF; ISIN number: GB0002568813
("Lonrho" or "the Company")
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT IS NOT FOR RELEASE,
PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN
OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN AND THE REPUBLIC OF SOUTH
AFRICA AND SHOULD NOT BE DISTRIBUTED IN, FORWARDED TO OR TRANSMITTED INTO ANY
JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OF LOCAL APPLICABLE
SECURITIES LAWS OR REGULATIONS.
THIS ANNOUNCEMENT IS AN ADVERTISEMENT. IT IS NOT A PROSPECTUS. INVESTORS
SHOULD NOT SUBSCRIBE FOR OR PURCHASE ANY SHARES REFERRED TO IN THIS
ANNOUNCEMENT EXCEPT SOLELY ON THE BASIS OF INFORMATION IN THE PROSPECTUS TO
BE PUBLISHED BY LONRHO PLC IN CONNECTION WITH THE PROPOSED CAPITAL RAISING.
COPIES OF THE PROSPECTUS WILL, FOLLOWING PUBLICATION, BE AVAILABLE FROM THE
COMPANY`S REGISTERED OFFICE AND, OTHER THAN IN RESPECT OF CERTAIN
JURISDICTIONS, ON ITS CORPORATE WEBSITE AT WWW.LONRHO.COM.
THE SECURITIES MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES UNLESS
REGISTERED UNDER THE US SECURITIES ACT OR PURSUANT TO AN EXEMPTION FROM SUCH
REGISTRATION. NO PUBLIC OFFERING OF THE SECURITIES DISCUSSED HEREIN IS BEING
MADE IN THE UNITED STATES. THE INFORMATION CONTAINED HEREIN DOES NOT
CONSTITUTE AN OFFERING OF SECURITIES FOR SALE IN THE UNITED STATES AND THE
COMPANY DOES NOT CURRENTLY INTEND TO REGISTER ANY SECURITIES UNDER THE US
SECURITIES ACT.
THE DEFINED TERMS SET OUT IN APPENDIX II APPLY IN THIS ANNOUNCEMENT.
13 December 2011
Lonrho Plc
PROPOSED FIRM PLACING AND PLACING AND OPEN OFFER TO RAISE APPROXIMATELY
GBP26.9MILLION GROSS PROCEEDS
The Board of Directors of Lonrho Plc ("Lonrho" or the "Company") is pleased
to announce that it is proposing to raise gross proceeds of approximately
GBP26.9 million (approximately GBP25.4 million net of expenses), through a
firm placing and a placing and open offer involving the issue of 269,498,795
New Ordinary Shares at an issue price of 10 pence per New Ordinary Share.
Highlights
- Gross proceeds of approximately GBP26.9 million (approximately GBP25.4
million net of expenses) will be held by the Company in cash or cash
equivalents and then used in line with the Group`s strategy to fund the
development of new business opportunities for the Group to complement
its current operations.
- Of the New Ordinary Shares being issued, 161,280,925 of the New Ordinary
Shares will be issued through the Firm Placing (comprising approximately
59.8% of the total number of New Ordinary Shares to be issued pursuant
to the Capital Raising) and 108,217,870 of the New Ordinary Shares will
be issued through the Placing and Open Offer (comprising the remaining
40.2%).
- Issue Price of 10 pence represents a discount of zero per cent. to the
Closing Price of 10 pence per Ordinary Share on 12 December 2011 (being
the last trading day prior to the date of the announcement of the
Capital Raising).
- Application has been made to the UK Listing Authority and the London
Stock Exchange for the New Ordinary Shares respectively to be admitted
to the Official List and to be admitted to trading on the London Stock
Exchange`s main market for listed securities. It is expected that
Admission will take place on 4 January 2012.
- Panmure Gordon is acting as sponsor, bookrunner and underwriter to the
Company in connection with the Capital Raising.
David Lenigas, Executive Chairman, commented:
"We are delighted at the strong level of support from existing and new
shareholders for Lonrho to continue to develop and expand its business. We
are seeing a growing interest from global institutions in the opportunities
to take part in supporting the growth in the agriculture, oil and mineral
sectors in Africa, the specific areas where Lonrho operates."
This summary should be read in conjunction with the full text of this
Announcement. Appendix I contains an expected timetable of key events.
Appendix II contains the definitions of certain terms used in this
Announcement.
A copy of the Prospectus, following expected publication later today, will be
available for inspection from the registered office of the Company at Level
2, 25 Berkeley Square, London W1J 6HB and, other than in respect of certain
jurisdictions, on the Company`s corporate website at www.lonrho.com. The
Prospectus will also be available for inspection during normal business hours
on any weekday (Saturdays, Sundays and public holidays excluded) at the
offices of Panmure Gordon, 155 Moorgate, London EC2M 6XB. The Prospectus will
also be available for inspection on the National Storage Mechanism at
www.hemscott.com/nsm.do.
Enquiries
Lonrho Plc +44 (0) 20 7016 5105
David Lenigas
Geoffrey White
David Armstrong
Panmure Gordon +44 (0) 20 7459 3600
Tim Linacre
Dominic Morley
Adam Pollock
Hannah Woodley
Pelham Bell Pottinger +44 (0) 20 7861 3232
Gavin Davis
Charles Goodwin
Charlie Harrison
Important Notice
This Announcement is not a prospectus but an advertisement and investors
should not acquire any New Ordinary Shares referred to in this Announcement
except on the basis of the information contained in the Prospectus and
incorporated by reference into the Prospectus.
Neither the content of Lonrho`s website nor any website accessible by
hyperlinks to Lonrho`s website is incorporated in, or forms part of, this
Announcement. The distribution of this Announcement, the Prospectus and any
other documentation associated with the Capital Raising into jurisdictions
other than the United Kingdom may be restricted by law. Persons into whose
possession these documents come should inform themselves about and observe
any such restrictions. Any failure to comply with these restrictions may
constitute a violation of the securities laws of any such jurisdiction. In
particular, such documents should not be distributed, forwarded to or
transmitted, directly or indirectly, in whole or in part, in or into any
Prohibited Territory.
No action has been taken by Lonrho or any other person that would permit an
offer of the New Ordinary Shares or possession or distribution of this
Announcement, the Prospectus or any other documentation or publicity material
or the Application Forms in any jurisdiction where action for that purpose is
required, other than in the United Kingdom.
The New Ordinary Shares are being offered and sold outside the US in reliance
on Regulation S under the US Securities Act. The New Ordinary Shares have not
been approved or disapproved by the US Securities and Exchange Commission,
any state securities commission in the US or any other US regulatory
authority, nor have any of the foregoing authorities passed upon or endorsed
the merits of the offering of the New Ordinary Shares or the accuracy or
adequacy of the Prospectus or this document. Any representation to the
contrary is a criminal offence in the US.
The New Ordinary Shares have not been and will not be registered under the
relevant laws of any state, province or territory of any of the Prohibited
Territories and may not be offered, sold, resold, taken up, transferred,
delivered or distributed, directly or indirectly, within any Prohibited
Territory except pursuant to an applicable exemption from registration
requirements. There will be no public offer of New Ordinary Shares in any
Prohibited Territory.
This Announcement is for information purposes only and does not constitute or
form part of any offer to issue or sell, or the solicitation of an offer to
acquire, purchase or subscribe for, any securities in any jurisdiction and
should not be relied upon in connection with any decision to subscribe for or
acquire any of the New Ordinary Shares. In particular, this Announcement does
not constitute or form part of any offer to issue or sell, or the
solicitation of an offer to acquire, purchase or subscribe for, any
securities in the United States.
This Announcement has been issued by, and is the sole responsibility of, the
Company. 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 Lonrho or Panmure Gordon. 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 contained in it is correct at any
subsequent date.
Panmure Gordon, who is authorised and regulated in the UK by the Financial
Services Authority, is acting for Lonrho and no one else in connection with
the Capital Raising and will not regard any other person (whether or not a
recipient of this Announcement) as a client in relation to the Capital
Raising and will not be responsible to anyone other than Lonrho for providing
the protections afforded to its clients or for providing advice in relation
to the Capital Raising or any matters referred to in this Announcement.
Apart from the responsibilities and liabilities, if any, which may be imposed
on Panmure Gordon by the Financial Services and Markets Act 2000, Panmure
Gordon does not accept any responsibility whatsoever for the contents of this
Announcement, and makes no representation or warranty, express or implied,
for the contents of this Announcement, including its accuracy, completeness
or verification, or for any other statement made or purported to be made by
it, or on its behalf, in connection with Lonrho or the New Ordinary Shares or
the Capital Raising, and nothing in this Announcement is or shall be relied
upon as, a promise or representation in this respect whether as to the past
or future. Panmure Gordon accordingly disclaims to the fullest extent
permitted by law all and any liability whether arising in tort, contract or
otherwise (save as referred to above) which it might otherwise have in
respect of this Announcement or any such statement.
No statement in this Announcement is intended to be a profit forecast and no
statement in this Announcement should be interpreted to mean that earnings
per share of Lonrho for the current or future financial years would
necessarily match or exceed the historical published earnings per share of
Lonrho.
This Announcement includes statements that are, or may be deemed to be,
"forward-looking statements". These forward-looking statements can be
identified by the use of forward-looking terminology, including the terms
such as "anticipates", "believes", "estimates", "expects", "intends", "may",
"plans", "projects", "should" or "will", or, in each case, their negative or
other variations or comparable terminology, or by discussions of strategy,
plans, objectives, goals, future events or intentions. These forward-looking
statements include all matters that are not historical facts. They appear in
a number of places throughout this Announcement and include, but are not
limited to, statements regarding the intentions, beliefs or current
expectations of the Group or any of its Directors, concerning, amongst other
things, the Group`s results of operations, financial position, prospects,
growth, strategies and expectations for the markets within which the Group
operates.
Any forward-looking statements in this document reflect Lonrho`s current view
with respect to future events and are subject to risks relating to future
events and other risks, uncertainties and assumptions relating to the Group`s
operations, results of operations and growth strategy. Forward-looking
statements are not guarantees of future performance. Investors should
specifically consider the factors identified in this Announcement, and in the
Prospectus, which could cause actual results to differ before making an
investment decision. Subject to the requirements of the Prospectus Rules, the
Disclosure and Transparency Rules and the Listing Rules, none of Lonrho, the
Directors or Panmure Gordon undertakes any obligation publicly to release the
result of any revisions to any forward-looking statements in this
Announcement, or the Prospectus, that may occur due to any change in Lonrho`s
expectations or to reflect events or circumstances after the date of this
Announcement. A number of factors could cause results and developments of the
Group to differ materially from those expressed or implied by the forward-
looking statements including, without limitation, general economic and
business conditions, industry trends, competition, changes in regulation,
currency fluctuations, changes in business strategy, political and economic
uncertainty and other factors discussed in the section of the Prospectus
headed "Risk Factors".
The forward looking statements contained in this document speak only as of
the date of this Announcement. Other than in accordance with their legal or
regulatory obligations (including under the Listing Rules and/or the
Prospectus Rules and/or the Disclosure and Transparency Rules) and as
required by the FSA, the London Stock Exchange or the City Code, neither of
the Company or Panmure Gordon undertakes any obligation to update or revise
publicly any forward looking statement, whether as a result of new
information, future events or otherwise. All subsequent written and oral
forward looking statements attributable to the Group or individuals acting on
behalf of the Group are expressly qualified in their entirety by this
paragraph. Prospective investors should specifically consider the risk
factors set out in the Prospectus which could cause actual results to differ
before making an investment decision.
This document should not be considered a recommendation by the Company,
Panmure Gordon or any of their respective directors, officers, employees,
advisers or any of their respective affiliates, parent undertakings,
subsidiary undertakings or subsidiaries of their parent undertakings in
relation to any purchase of or subscription for the New Ordinary Shares.
Price and volumes of, and income from, securities 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. You are advised to read
this document and, once available, the Prospectus and the information
incorporated by reference therein, in their entirety for a further discussion
of the factors that could affect the Group`s future performance and the
industry in which it operates. Persons needing advice should consult an
independent financial adviser.
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT IS NOT FOR RELEASE,
PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN
OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN AND THE REPUBLIC OF SOUTH
AFRICA AND SHOULD NOT BE DISTRIBUTED IN, FORWARDED TO OR TRANSMITTED INTO ANY
JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OF LOCAL APPLICABLE
SECURITIES LAWS OR REGULATIONS.
THIS ANNOUNCEMENT IS AN ADVERTISEMENT. IT IS NOT A PROSPECTUS. INVESTORS
SHOULD NOT SUBSCRIBE FOR OR PURCHASE ANY SHARES REFERRED TO IN THIS
ANNOUNCEMENT EXCEPT SOLELY ON THE BASIS OF INFORMATION IN THE PROSPECTUS TO
BE PUBLISHED BY LONRHO PLC IN CONNECTION WITH THE PROPOSED CAPITAL RAISING.
COPIES OF THE PROSPECTUS WILL, FOLLOWING PUBLICATION, BE AVAILABLE FROM THE
COMPANY`S REGISTERED OFFICE AND, OTHER THAN IN RESPECT OF CERTAIN
JURISDICTIONS, ON ITS CORPORATE WEBSITE AT WWW.LONRHO.COM.
THE SECURITIES MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES UNLESS
REGISTERED UNDER THE US SECURITIES ACT OR PURSUANT TO AN EXEMPTION FROM SUCH
REGISTRATION. NO PUBLIC OFFERING OF THE SECURITIES DISCUSSED HEREIN IS BEING
MADE IN THE UNITED STATES. THE INFORMATION CONTAINED HEREIN DOES NOT
CONSTITUTE AN OFFERING OF SECURITIES FOR SALE IN THE UNITED STATES AND THE
COMPANY DOES NOT CURRENTLY INTEND TO REGISTER ANY SECURITIES UNDER THE US
SECURITIES ACT.
13 December 2011
Lonrho Plc
Proposed Firm Placing and Placing and Open Offer to raise approximately
GBP26.9million gross proceeds
1. Introduction
The Board of Directors of Lonrho has today announced that it is proposing to
raise approximately GBP25.4 million, net of expenses, through the issue of
269,498,795 New Ordinary Shares at an issue price of 10 pence per New
Ordinary Share, a discount of zero per cent. to the Closing Price on 12
December 2011. 161,280,925 New Ordinary Shares will be issued through the
Firm Placing and 108,217,870 New Ordinary Shares will be issued through the
Placing and Open Offer.
2. Background to and reasons for the Capital Raising
The Group`s strategy is to continue to grow the business by concentrating on
each of its five strategic business divisions whilst diversifying risk
through presence in a number of African countries and industries. The Board
believes that the geographical spread of Lonrho`s operations across 18
countries in Sub-Saharan Africa significantly reduces political risk as
compared to businesses operating in a single country. To date the Group has
put in place a solid foundation for each of its business divisions. The Board
believes future growth on these foundations will be generated through the
development and expansion of existing businesses together with the
acquisition of new businesses synergistic to existing operations.
Strategically, the Directors believe that new growth opportunities currently
exist in each of its business divisions for further expansion of their
operations both organically and through appropriate acquisitions to meet the
increasing demand for the Group`s services. As such, the Directors believe
that access to additional capital will enable the Group to fund targeted
synergistic acquisitions and to provide the working capital required to
exploit new and incremental growth opportunities within the Group`s
divisions, helping to deliver on the Group`s growth strategy.
3. Use of proceeds
Following the completion of the Capital Raising the net proceeds will be held
by the Company in cash or cash equivalents and then used in line with the
Group`s strategy to fund the development of new business opportunities for
the Group to complement its current operations. Although the Company
currently has no specific identified use for the GBP25.4 million estimated
net proceeds of the Capital Raising, these new business opportunities are
expected to be realised via acquisitions of businesses or companies or via
the development of new and incremental opportunities in the existing
businesses. The Group often has to react rapidly to evaluate, agree
appropriate terms and identify funding so that it can secure suitable
opportunities. The availability of the net proceeds of the Capital Raising
will assist in achieving this objective.
4. Key terms and conditions of the Capital Raising
Lonrho intends to issue 161,280,925 of the New Ordinary Shares through the
Firm Placing and 108,217,870 of the New Ordinary Shares through the Placing
and Open Offer at 10 pence per New Ordinary Share to raise gross proceeds of
GBP26.9 million. In each case, the New Ordinary Shares have been
conditionally placed with institutional and other investors outside of the
United States by Panmure Gordon and in the United States to QIBs by Auerbach
Grayson (subject, in the case of the Conditional Placing Shares, to clawback
to satisfy valid applications by Qualifying Shareholders under the Open
Offer). The Capital Raising is being fully underwritten by Panmure Gordon,
subject to, and in accordance with, the terms and conditions of the Placing
Agreement.
The Issue Price was set having regard to prevailing market conditions and the
size of the Capital Raising. The Issue Price of 10 pence represents a
discount of zero per cent. to the Closing Price of 10 pence per Ordinary
Share on 12 December 2011 (being the last trading day prior to the date of
the announcement of the Capital Raising).
The New Ordinary Shares will be issued credited as fully paid and will rank
pari passu in all respects with the Ordinary Shares in issue at the time the
New Ordinary Shares are issued pursuant to the Firm Placing and the Placing
and Open Offer, including the right to receive and retain dividends and other
distributions declared, made or paid by reference to a record date falling
after Admission.
The Capital Raising will result in the issue of 269,498,795 New Ordinary
Shares (representing approximately 20.8 per cent. of the ordinary share
capital prior to Admission, and approximately 17.2 per cent. of the Enlarged
Ordinary Share Capital).
Firm Placing
The Firm Placees have conditionally agreed to subscribe for 161,280,925 of
the New Ordinary Shares at the Issue Price (generating gross proceeds of
GBP16.1 million and representing approximately 10.3 per cent. of the Enlarged
Ordinary Share Capital). The Firm Placees required the Firm Placing in order
to give them certainty as to the size of their shareholding in Lonrho
following the Capital Raising. The Firm Placing Shares are not subject to
clawback and are not part of the Placing and Open Offer.
Placing and Open Offer
Under the Placing and Open Offer, Lonrho intends to issue 108,217,870 New
Ordinary Shares at the Issue Price (generating gross proceeds of GBP10.8
million and representing approximately 6.9 per cent. of the Enlarged Ordinary
Share Capital). The Open Offer provides an opportunity for Qualifying
Shareholders to participate in the Capital Raising by subscribing for their
respective Basic Entitlements and also by subscribing for Excess Shares under
the Excess Application Facility, subject to availability.
As part of the Placing and Open Offer, 108,217,870 of the New Ordinary Shares
are being allocated to Conditional Placees who have agreed to subscribe for
the Conditional Placing Shares pursuant to the Placing. However, allocations
of the Conditional Placing Shares are subject to clawback to satisfy valid
applications by Qualifying Shareholders under the Open Offer.
To the extent that valid applications are not received in respect of Open
Offer Shares under the Open Offer, any unallocated Open Offer Shares will
first be allotted to Qualifying Shareholders to meet any valid applications
under the Excess Application Facility and, to the extent that there remain
any unallocated Open Offer Shares, they will be treated as Conditional
Placing Shares and issued to Conditional Placees.
As part of the Placing and Open Offer, 10,000,000 of the New Ordinary Shares
are being allocated to David Lenigas who has agreed to subscribe for these
Conditional Placing Shares pursuant to the Placing. However, allocations of
these Conditional Placing Shares are subject to clawback to satisfy valid
applications by Qualifying Shareholders under the Open Offer.
Basic Entitlements
Qualifying Shareholders are being offered the opportunity to subscribe at the
Issue Price for Open Offer Shares on the following basis:
1 Open Offer Shares for every 12 Existing Ordinary Shares
registered in their name at the close of business on the Record Date.
Basic Entitlements under the Open Offer will be rounded down to the nearest
whole number of Open Offer Shares and any fractional entitlements to an Open
Offer Share will not be allocated but will be aggregated and sold for the
benefit of Lonrho under the Excess Application Facility and/or the Placing.
If a shareholder has sold or otherwise transferred all of his Existing
Ordinary Shares before the Ex-Entitlements Date, he is not entitled to
participate in the Open Offer.
Qualifying Shareholders are also being offered the opportunity to subscribe
for Excess Shares in excess of their Basic Entitlements under the Excess
Application Facility as described below.
Excess Application Facility
Subject to availability, the Excess Application Facility is intended to
enable Qualifying Shareholders to apply for any whole number of Excess Shares
in excess of their Basic Entitlements up to a maximum number of Excess Shares
equal to approximately 0.2 times the number of Existing Ordinary Shares
registered in their name at the Record Date.
Applications under the Excess Application Facility may be allocated in such
manner as the Directors determine, in their absolute discretion, and no
assurance can be given that applications by Qualifying Shareholders under the
Excess Application Facility will be met in full or in part, or at all.
Conditionality
The Capital Raising is subject to the Capital Raising Conditions being
satisfied, which include:
- the Placing Agreement having become unconditional in all respects save
for the condition relating to Admission; and
- Admission becoming effective by not later than 8.00 a.m. on 4 January
2012 (or such later time and date as Lonrho and Panmure may agree, not
being later than 8.00 a.m. on 18 January 2012).
Admission will not occur if the Capital Raising Conditions (other than
Admission) are not satisfied or waived.
Prior to Admission, Panmure Gordon may terminate the Placing Agreement in
certain defined circumstances. Following Admission, the Placing Agreement
cannot be terminated.
If the conditions of the Placing Agreement are not fulfilled on or before
8.00 a.m. on 4 January 2012 (or such later date as Panmure Gordon and the
Company may agree, not being later than 8.00 a.m. on 18 January 2012),
application monies will be returned to Applicants (at the Applicant`s risk)
without interest as soon as possible thereafter.
Structure of the Firm Placing and Placing and Open Offer
In structuring the Capital Raising, the Directors have had regard, inter
alia, to the current market conditions, the level of the Company`s share
price and the importance of pre-emption rights to Shareholders. After
considering these factors, the Directors have concluded that the Firm Placing
and Placing and Open Offer is the most suitable option for raising new
capital available to the Company and its Shareholders. The Placing and Open
Offer component of the fundraising provides an opportunity for all Qualifying
Shareholders to participate by subscribing for Open Offer Shares pro rata to
their current holding of Ordinary Shares.
The Firm Placing and the Placing and Open Offer are structured using a
cashbox structure. This is described in more detail in the following
paragraph.
The structure of the Firm Placing together with the Placing and Open Offer is
expected to have the overall effect of creating distributable reserves equal
to the net proceeds of the Firm Placing and Placing and Open Offer less the
par value of the New Ordinary Shares. For technical reasons, at the
conclusion of the Firm Placing and Placing and Open Offer, instead of issuing
New Ordinary Shares to Applicants and placees in return for cash
subscriptions, Lonrho will issue the New Ordinary Shares to Applicants and
placees in consideration for the transfer to it by the Newco Subscriber of
the issued ordinary shares of Newco held by the Newco Subscriber and the
entire issued redeemable preference share capital of Newco, which will result
in Lonrho owning the entire issued share capital of Newco the only assets of
which will be its cash resources. These resources will represent the net
proceeds of the Firm Placing and Placing and Open Offer. Lonrho will be able
to utilise this amount by redeeming the redeemable preference shares it will
then hold in Newco and, during any interim period prior to redemption, by
procuring that Newco lends the amount to Lonrho or another member of the
Group. Accordingly, by applying for New Ordinary Shares in the Open Offer and
submitting a valid payment in respect thereof, a Qualifying Shareholder
instructs the Receiving Agent to (i) hold such payments on the Applicant`s
behalf until Admission and, if Admission does not take place, to return such
payment, without interest, to the Applicant, (ii) following Admission and to
the extent of a successful application under the Open Offer, apply such
payment (after deduction of certain agreed fees, costs and expenses) on
behalf of the Newco Subscriber solely for the purposes of acquiring
preference shares in Newco and (iii) to the extent of an unsuccessful
application under the Open Offer, return the relevant payment without
interest to the Applicant.
Important notice
The New Ordinary Shares are not being made available in whole or in part to
the public except under the terms of the Open Offer. Subject to certain
exceptions, the Open Offer is not being made to Shareholders who are citizens
of or resident or located in any Prohibited Territory or in any other
jurisdiction in which such an offer or solicitation would be unlawful.
Accordingly, Application Forms are being sent to Qualifying Non-CREST
Shareholders and Basic Entitlements and Excess CREST Open Offer Entitlements
are being credited to Qualifying CREST Shareholders.
The Open Offer is not a rights issue. Invitations to apply under the Open
Offer and the Excess Application Facility are not transferable unless to
satisfy bona fide market claims and the Application Form is not a document of
title and cannot be traded. Qualifying Shareholders should be aware that,
unlike in the case of a rights issue, any Open Offer Shares that are not
applied for under the Open Offer will not be sold in the market or placed for
the benefit of Qualifying Shareholders, but will be taken up under the Excess
Application Facility and/or issued to Conditional Placees, with the proceeds
retained for the benefit of Lonrho.
To be valid, completed Application Forms and payment in full under the Open
Offer and settlement of relevant CREST instructions (as appropriate) must be
received by Equiniti at Aspect House, Spencer Road, Lancing, West Sussex BN99
6DA no later than 11.00 a.m. on 30 December 2011.
Admission to Trading of New Ordinary Shares
An application will be made to the UKLA and to the London Stock Exchange for
the New Ordinary Shares to be admitted to the premium listing segment of the
Official List and to the London Stock Exchange`s market for listed securities
for such shares to be admitted to trading.
It is expected that Admission will become effective and that dealings in the
New Ordinary Shares will commence at 8.00 a.m. on 4 January 2012.
5. Effect of the Capital Raising
Upon completion of the Capital Raising, the New Ordinary Shares will
represent approximately 20.8 per cent. of the Company`s Existing Ordinary
Shares and approximately 17.2 per cent. of the Company`s Enlarged Ordinary
Share Capital. New Ordinary Shares issued through the Placing and Open Offer
and New Ordinary Shares issued through the Firm Placing will account for
approximately 40.2 per cent. and 59.8 per cent., respectively, of the total
New Ordinary Shares to be issued.
Following the issue of the New Ordinary Shares to be allotted pursuant to the
Capital Raising, Qualifying Shareholders who take up their Basic Entitlements
in full (without making any application under the Excess Application
Facility) will experience a dilution of 10.3 per cent. of their interests in
the Company as a result of the Firm Placing. Qualifying Shareholders who do
not take up any of their Basic Entitlements in respect of the Open Offer will
experience a greater dilution of approximately 17.2 per cent. of their
interests in the Company as a result of the Firm Placing and the Placing and
Open Offer.
The Capital Raising will result in an increase in cash and other short term
funds of GBP25.4 million with a corresponding GBP25.4 million increase in net
assets.
6. Current trading and prospects
As a result of the Company`s change of accounting reference date to 31
December, on 7 November 2011 the Group announced its second set of interim
accounts for the six month period ended 30 September 2011. For the 12 months
to 30 September 2011 Lonrho reported significant growth in both profitability
and revenues. Twelve month results on a year on year comparison show a 32 per
cent. growth in revenue and a 480 per cent. increase in profit before tax.
Six month results to 30 September 2011 on a year on year comparison show a 35
per cent. growth in revenue and a 190 per cent. increase in profit before
tax.
Revenue for the six month period to 30 September 2011 was GBP81.4m, compared
to revenue for the same period in the prior year of GBP60.5m. Profit before
tax for the period was GBP5.8m compared to profit before tax for the same
period in the prior year of GBP2.0m.
Revenue for the 12 months to 30 September 2011 was GBP142.5m compared with
GBP107.8m in the prior year. Profit before tax for this period was GBP2.9m,
compared to profit before tax for the year to 30 September 2010 of GBP0.5m.
Gross margin in the 12 month period rose from 26.4 per cent. to 26.7 per
cent.
Lonrho`s strategic objectives remain focused on supporting Sub-Saharan
African economic growth and helping to provide the services and
infrastructure required to enable continued growth. As a result, Lonrho
operates in an environment that is typically growing strongly and has seen
each of its core businesses perform well during the period. As each division
within the Group grows, margins are improving as each business builds market
share and volumes increase. The Group maintains its policy of only investing
and operating in Africa and is building a reputation as one of a very few
conglomerates with a specific "Africa only" mandate. The Group maintains its
conservative approach of de-risking its operations through geographical
spread (operating in 18 countries) and by each of Lonrho`s five divisions
being stand-alone investment silos with no recourse from one division to the
other.
7. Dividends and dividend policy
The Company has not declared a dividend in any of the financial years ended
30 September 2008, 30 September 2009 or 30 September 2010 nor in the twelve
months to 30 September 2011.
The Company intends to adopt a progressive dividend policy once it has
sufficient distributable reserves and has achieved a level of sustained
profitability provided it is, in the opinion of the Board, commercially
prudent to adopt such policy, bearing in mind the Group`s financial position,
underlying earnings and cashflows, the resources required for the Group`s
development and the prevailing market outlook.
8. Directors` intentions
The Directors beneficially own, in aggregate, 4,733,214 Ordinary Shares
representing approximately 0.36 per cent. of the issued Ordinary Share
capital of the Company as at 12 December 2011 (the latest practicable date
prior to this announcement). Each of the Directors so entitled will be taking
up his Basic Entitlements in full to subscribe for New Ordinary Shares under
the Open Offer.
As part of the Placing and Open Offer, 10,000,000 of the New Ordinary Shares
are being allocated to David Lenigas who has agreed to subscribe for these
Conditional Placing Shares pursuant to the Placing. However, allocations of
these Conditional Placing Shares are subject to clawback to satisfy valid
applications by Qualifying Shareholders under the Open Offer.
9. The Board`s position
The Board considers the Firm Placing and the Placing and Open Offer to be in
the best interests of the Company and the Shareholders as a whole.
10. Further information
Further details relating to the Capital Raising will be contained in the
Prospectus that is expected to be published on 13 December 2011. After that
date, copies of the Prospectus will be available for inspection at the
registered office of the Company at Level 2, 25 Berkeley Square, London W1J
6HB during normal business hours on any Business Day. Copies will also be
available to download, other than in respect of certain jurisdictions, from
the Company`s corporate website, www.lonrho.com.
The Prospectus will also be available for inspection during normal business
hours on any weekday (Saturdays, Sundays and public holidays excluded) at the
offices of Panmure Gordon, 155 Moorgate, London EC2M 6XB.
The Prospectus will also be available for inspection on the National Storage
Mechanism at www.hemscott.com/nsm.do.
Appendix I: Expected Timetable of Principal Events
Record Date for Basic Entitlements close of business on 9 December
2011
Despatch of the Prospectus to Qualifying 13 December 2011
Shareholders and Application Forms to
Qualifying Non-CREST Shareholders
Ex-entitlements time and date for the Open 8.00 a.m. on 13 December 2011
Offer
Basic Entitlements and Excess CREST Open 8.00 a.m. on 14 December 2011
Offer Entitlements credited to stock
accounts of Qualifying CREST Shareholders
in CREST
Recommended latest time for withdrawing 4.30 p.m. on 22 December 2011
Basic Entitlements and Excess CREST Open
Offer Entitlements from CREST
Latest time and date for depositing Basic 3.00 p.m. on 23 December 2011
Entitlements and Excess CREST Open Offer
Entitlements into CREST
Latest time and date for splitting 3.00 p.m. on 28 December 2011
Application Forms (to satisfy bona fide
market claims only)
Latest time and date for receipt of 11.00 a.m. on 30 December 2011
completed Application Forms and payment in
full under the Open Offer and settlement
of the CREST instructions (as appropriate)
Announcement of results of the Capital 3 January 2012
Raising
Admission and commencement of dealings in 8.00 a.m. on 4 January 2012
New Ordinary Shares on the London Stock
Exchange
New Ordinary Shares credited to CREST as soon as possible after 8.00 a.m.
stock accounts (uncertificated as soon as on 4 January 2012
possible after holders only)
Despatch of definitive share certificates within 7 days of Admission
for the New Ordinary Shares in
certificated form
General notes:
The times set out in the expected timetable of principal events above are
times in London unless otherwise stated, and may be adjusted by the Company
in consultation with or, if required, with the agreement of Panmure Gordon,
in which case details of the new times and dates will be notified to the UK
Listing Authority, the London Stock Exchange and, where appropriate,
Shareholders.
Appendix II: Definitions
The following principal definitions apply throughout this Announcement unless
the context requires otherwise:
"Admission" the admission of the New Ordinary Shares to the
Official List becoming effective in accordance with
the Listing Rules and the admission of such shares
to trading on the London Stock Exchange`s Main
Market becoming effective in accordance with the
Admission and Disclosure Standards
"Admission and the "Admission and Disclosure Standards" of the
Disclosure Standards" London Stock Exchange containing, among other
things, the admission requirements to be observed
by companies seeking admission for their listed
securities to trading on the London Stock
Exchange`s Main Market
"Admission to Trading" the admission to trading on the London Stock
Exchange`s Main Market of the New Ordinary Shares
"Announcement" this Announcement and the Appendices
"Applicant" a Qualifying Shareholder or a person entitled by
virtue of a bona fide market claim who lodges an
Application Form or a relevant CREST instruction
under the Open Offer or Excess Application Facility
"Application Form" the application form (together with the associated
guidance notes) on which Qualifying Non-CREST
Shareholders may apply for Open Offer Shares under
the Open Offer (including under the Excess
Application Facility)
"Auerbach Grayson" Auerbach Grayson & Company LLC
"Basic Entitlements" the pro rata entitlement of Qualifying Shareholders
to subscribe for 1 Open Offer Shares for every 12
Existing Ordinary Shares registered in their name
as at the Record Date
"Board" or "Board of the board of directors of the Company
Directors"
"Business Day" any day on which banks are generally open for the
transaction for business in the City of London,
other than a Saturday or Sunday or a public holiday
"Capital Raising" the issue of 269,498,795 New Ordinary Shares
pursuant to the Firm Placing and Placing and Open
Offer
"Capital Raising the conditions relating to the Capital Raising
Conditions" which are set out in paragraph 2 of Part 13 of the
Prospectus
"City Code" the City Code on Takeovers and Mergers
"Closing Price" the closing middle market quotation as derived from
the Daily Official List of the London Stock
Exchange on a particular day
"Company" or "Lonrho" Lonrho Plc
"Conditional Placee" any person who has agreed to subscribe for
Conditional Placing Shares
"Conditional Placing the 108,217,870 Open Offer Shares to be allotted
Shares" and issued by Lonrho under the Placing subject to
clawback, to satisfy valid applications by
Qualifying Shareholders under the Open Offer,
pursuant to the Placing Agreement
"CREST" the computerised settlement system operated by
Euroclear to facilitate the transfer of title to
shares in uncertificated form
"Daily Official List" the daily record setting out the prices of all
trades in shares and other securities conducted on
the London Stock Exchange
"Directors" the directors of the Company
"Disclosure and the rules relating to the disclosure of information
Transparency Rules" made in accordance with Section 73A(3) of the FSMA
"Enlarged Ordinary the issued share capital of Lonrho immediately
Share Capital" following completion of the Firm Placing and
Placing and Open Offer
"Equiniti" or Equiniti Limited
"Receiving Agent"
"Euroclear" Euroclear UK & Ireland Limited, the operator of
CREST
"Excess Application the arrangement pursuant to which Qualifying
Facility" Shareholders may apply for additional Open Offer
Shares in excess of their Basic Entitlements in
accordance with the terms and conditions of the
Open Offer
"Excess CREST Open in respect of each Qualifying CREST Shareholder,
Offer Entitlement" the entitlement (in addition to their Basic
Entitlement) to apply for Excess Shares up to 0.2
times the number of Existing Ordinary Shares
registered in their names as at the Record Date,
credited to their stock account in CREST pursuant
to the Excess Application Facility
"Excess Shares" Open Offer Shares applied for by Qualifying
Shareholders under the Excess Application Facility
"Ex-Entitlements Date" the date on which the Ordinary Shares trade ex-
entitlements to participate in the Open Offer,
expected to be 8.00 a.m. on 13 December 2011
"Existing Ordinary the 1,298,614,449 Ordinary Shares in issue as at
Shares" the date of this Announcement
"Firm Placee" any person that has agreed to subscribe for Firm
Placing Shares
"Firm Placing" the conditional placing by Panmure Gordon on behalf
of Lonrho of the Firm Placing Shares at the Issue
Price pursuant to the Placing Agreement
"Firm Placing Shares" the 161,280,925 new Ordinary Shares to be allotted
and issued by Lonrho and which will not be subject
to clawback to satisfy valid applications by
Qualifying Shareholders under the Open Offer which
are to be allocated pursuant to the Placing
Agreement
"FSA" the Financial Services Authority
"FSMA" the Financial Services and Markets Act 2000 (as
amended)
"Group" the Company and its subsidiaries and subsidiary
undertakings from time to time
"Issue Price" 10 pence per New Ordinary Share
"Listing Rules" the listing rules and regulations made by the UKLA
under
section 73A of FSMA
"London Stock London Stock Exchange plc
Exchange" or "LSE"
"Main Market" the London Stock Exchange`s main market for listed
securities
"Newco" LAH Jersey 3 Limited, a subsidiary of Lonrho
"Newco Subscriber" Panmure Gordon
"New Ordinary Shares" ordinary shares of one pence each in the capital of
the Company issued pursuant to: (i) the Placing and
Open Offer; and (ii) the Firm Placing, and which
shall otherwise rank pari passu in all respects
with the Existing Ordinary Shares
"Official List" the Official List of the UKLA
"Open Offer" the conditional invitation to Qualifying
Shareholders to subscribe for the Open Offer Shares
at the Issue Price on the terms and subject to the
conditions set out in the Prospectus and in the
case of Qualifying Non-CREST Shareholders only, the
Application Form
"Open Offer Shares" the 108,217,870 New Ordinary Shares to be offered
to Qualifying Shareholders pursuant to the Open
Offer
"Ordinary Shares" ordinary shares of one pence each in the capital of
the Company
"Overseas Shareholders with registered addresses outside the
Shareholders" United Kingdom or who are citizens or residents of
countries outside the United Kingdom
"Panmure Gordon" Panmure Gordon (UK) Limited
"Placing" the conditional placing by Panmure Gordon on behalf
of Lonrho of Conditional Placing Shares at the
Issue Price pursuant to the Placing Agreement
"Placing Agreement" the placing and underwriting agreement dated 13
December 2011 between the Company and Panmure
Gordon relating to the (i) Placing and Open Offer;
and (ii) the Firm Placing, and as further described
in the Prospectus
"Prohibited Canada, Australia, Japan, the Republic of South
Territories" Africa and the United States
"Prospectus" The prospectus expected to be dated 13 December
2011 published by the Company relating to the
Capital Raising
"Prospectus Rules" the rules made for the purpose of Part VI of FSMA
in relation to the offers of transferable
securities to the public and admission of
transferable securities to trading on a regulated
market and brought into effect on 1 July 2005
pursuant to Commission Regulation (EC) no. 809/2004
"QIB" qualified institutional buyer, as that term is
defined in Rule 144A under the US Securities Act
"Qualifying CREST Qualifying Shareholders holding Ordinary Shares in
Shareholders" uncertificated form in CREST at close of business
on the Record Date
"Qualifying Non-CREST Qualifying Shareholders holding Ordinary Shares in
Shareholders" certificated form at close of business on the
Record Date
"Qualifying holders of Ordinary Shares on the register of
Shareholders" members of Lonrho at the Record Date with the
exclusion (subject to exceptions) of Overseas
Shareholders with a registered address or resident
in any Prohibited Territories
"Record Date" close of business on 9 December 2011
"Shareholder" a holder of Ordinary Shares
"UK" or "United the United Kingdom of Great Britain and Northern
Kingdom" Ireland
"UKLA" or "UK Listing the Financial Services Authority, acting in
Authority" its capacity as the competent authority for the
purposes of Part VI of FSMA
"US" or "United the United States of America, its territories and
States" possessions, any State of the United States, the
District of Columbia and all other areas subject to
its jurisdiction
"US Securities Act" the United States Securities Act of 1933, as
amended
30 November 2011
South African sponsor
Java Capital
Date: 13/12/2011 09:12:01 Produced by the JSE SENS Department.
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