| Wed 7 Sep 2005, 17:08 | | Lonrho Africa Plc - East African Holdings Limited |
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Lonrho Africa Plc - East African Holdings Limited Offer
Lonrho Africa Plc
(Incorporated and registered in England and Wales)
(Registration number 2805337)
(Share code: LAF; ISIN number: GB0002568813)
(`Lonrho Africa` or `the Company`)
EAST AFRICAN HOLDINGS LIMITED (`EAH`) OFFER
Shareholders are referred to the following announcements released in the United
Kingdom and are advised that EAH has withdrawn its interest in Lonrho Africa.
EAST AFRICAN HOLDINGS LIMITED (`EAH` OR THE `COMPANY`)
7 September 2005
EAH notes the announcement made on 6 September by North Atlantic Value LLP in
which it responds to our announcement dated 5 September 2005 by stating that it
sees no merit in accepting our partial offer proposal to acquire 60 per cent. of
the issued share capital of Lonrho Aprica plc but that it may consider a
proposal from EAH involving the acquisition of the entire issued share capital
of Lonrho Africa plc (`Lonrho`).
EAH has stated in its announcement of 5 September that it will not make an offer
for 100 per cent. of the issued share capital of Lonrho as this would be
contrary to its goal of retaining Lonrho`s listing and working with Lonrho`s
over 20,000 shareholders to unlock the additional value it believes Lonrho
holds.
EAH therefore announces that it has withdrawn its interest and will not make a
partial offer to acquire 60 per cent. of the issued share capital of Lonrho.
However, EAH reserves the right under Rule 2.8 of the City Code to set aside
this statement with the agreement or recommendation of the board of Lonrho.
EAH regrets the decision made by North Atlantic Value LLP and considers that
this decision has caused other Lonrho shareholders to miss out on an attractive
opportunity.
Although EAH will not pursue this initiative, as it has been unable to procure
North Atlantic Value LLP`s support, we take this opportunity to thank the other
key shareholders for their support and the professionalism exhibited during the
process.
END
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NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN OR INTO THE
UNITED STATES, CANADA, AUSTRALIA OR JAPAN
6 September, 2005
North Atlantic Value LLP acting on behalf of certain investment management
clients
STATEMENT RE: EAST AFRICAN HOLDINGS LTD LONRHO AFRICA PLC OFFER UPDATE
North Atlantic Value LLP (acting on behalf of certain investment management
clients) (`NAV LLP`) notes the announcement released by East African Holdings
Limited (`EAH`) on 5 September 2005 regarding its proposed partial offer for 60
per cent. of the issued share capital of Lonrho Africa plc (`Lonrho` or `the
Company`) and that EAH is awaiting a response from NAV LLP as to whether it will
enter into an irrevocable commitment to accept a partial offer.
NAV LLP has a fiduciary duty to its investment management clients to maximise
the value of their investments. It therefore sees no merit in accepting a
partial offer proposal, which would leave open the possibility of it remaining
as a minority shareholder in Lonrho. NAV LLP does not therefore intend to enter
into an irrevocable undertaking to accept a partial offer for its shareholding
in the Company but would be prepared to provide such an undertaking in relation
to a full offer if one were to be forthcoming on acceptable terms.
Note to Editors
North Atlantic Value LLP is the entity through which all activist investment in
publicly quoted securities and private equity investments previously carried out
by J O Hambro Capital Management is conducted. NAV LLP was incorporated in
England and Wales on 21 March 2003 and is authorised and regulated in the
conduct of its regulated activities by the FSA. As of 6 September 2005
investment management clients of NAV LLP held 26.37% of the issued share capital
of Lonrho.
Enquiries:
North Atlantic Value LLP
Tel: (020) 7747 5678
Christopher Mills/Charles Groves
The Members of NAV LLP accept responsibility for the information contained in
this announcement. To the best of the knowledge and belief of the NAV LLP
Members (who have taken all reasonable care to ensure that such is the case),
such information is in accordance with the facts and does not omit anything
likely to affect the import of such information.
END
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EAST AFRICAN HOLDINGS LTD LONRHO AFRICA PLC - OFFER UPDATE
5 September 2005
East African Holdings Limited (`EAH` or the `Company`)
Further to our announcement dated 4 July 2005, EAH confirms that progress has
been made towards fulfilling the two stated pre-conditions to launching a
partial offer for 60 per cent. of the issued share capital of Lonrho Africa olc
(`Lonrho`). The two pre-conditions are (a) the receipt of irrevocable
commitments from Lonrho shareholders amounting to at least 30 per cent. of the
issued share capital of Lonrho to accept the partial offer and (b) satisfactory
due diligence.
However, EAH is yet to secure any irrevocable commitments for its proposed
partial offer as key shareholders holding over 34.6% of Lonrho`s issued share
capital have confirmed that they would provide irrevocable commitments, but only
provided JO Hambro Capital Management, the largest shareholder in Lonrho, enters
into an irrevocable commitment to accept the partial offer. EAH is awaiting
response from JO Hambro Capital Management in this regard.
It is worth noting that, should the largest shareholder give an irrevocable
commitment to accept the partial offer, other shareholders have indicated that
they would also give an irrevocable commitment to accept the partial offer.
Collectively this would amount to in excess of 50 per cent. of the issued share
capital of Lonrho.
EAH confirms that it will not make an offer for 100 per cent. of the issued
share capital of Lonrho as this would be contrary to its goal of retaining
Lonrho`s listing and working with Lonrho`s over 20,000 shareholders to unlock
the addional value it believes Lonrho holds.
EAH will also not consider acquiring a significant minority stake (of less than
30 per cent.) of the issued share capital of Lonrho with a view to working with
other key shareholders to effectively control Lonrho.
EAH announces that if it is unable to obtain agreement from shareholders to
enter into irrevocable commitments over at least 30 per cent. of the issued
share capital of Lonrho by 10 September 2005, its interest in Lonrho will lapse
and no partial offer will be made.
The Directors of EAH accept responsibility for the information contained within
this announcement and, to the best of their knowledge and belief (having taken
all reasonable care to ensure that such is the case), the information contained
within this announcement is in accordance with the facts and does not omit
anything likely to affect the import of such information.
Summary of Rule 8 of the City Code on Takeovers and Mergers (as required by Rule
2.4(a) and the City Code)
Under the provisions of Rule 8.3 of the City Code, any person who, alone or
acting together with any other person(s) pursuant to an agreement or
understanding (whether formal or informal) to acquire or control relevant
securities of EAH or Lonrho, owns or controls, or becomes the owner or
controller, directly or indirectly, of one per cent or more of any class of
securities of EAH or Lonrho is required to disclose, by not later than 12.00
noon (London time) on the London business day following the date of the relevant
transaction, dealings in such securities of that company (or in any option in
respect of, or derivative referenced to, any such securities) during the period
to the date on which the offer becomes or is declared unconditional as to
acceptances or lapses or is otherwise withdrawn.
Under the provisions of Rule 8.1 of the City Code, all dealings in relevant
securities of EAH or Lonrho by EAH or Lonrho, or by any of their respective
`associates` (within the meaning of the City Code) must also be disclosed.
If you are in any doubt as to the application of Rule 8 to you, please contact
an independent financial adviser authorised under the Financial Services and
Markets Act 2000, consult the Panel`s website at www.thetakeoverpanel.org.uk or
contact the Panel on telephone number +44 20 7638 0129; fax +44 20 7236 7013.
Enquiries:
Grant Thornton Corporate Finance Brian Stockbridge 0870 991 2553
Date: 07/09/2005 04:50:21 PM
