| Thu 8 Dec 2005, 7:27 | | Lonmin Plc / Messina Limited - Salient dates and t |
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Lonmin Plc / Messina Limited - Salient dates and times in respect of the
proposed scheme of arrangement
Lonmin Plc
(Incorporated in England and Wales)
(Registered in the Republic of South Africa under
registration number 1969/000015/10)
JSE code: LON ISIN: GB0031192486
Issuer code: LOLMI
("Lonmin")
Messina Limited
(Incorporated in the Republic of South Africa)
(Registration number 1950/035912/06)
JSE code: MES ISIN: ZAE000004438
("Messina")
Salient dates and times in respect of the proposed scheme of arrangement
1. Introduction
Shareholders are referred to the announcement released on SENS on Friday, 18
November 2005 in terms of which it was announced that Lonmin would propose a
scheme of arrangement ("scheme") in terms of section 311 of the Companies Act,
No. 61 of 1973, as amended ("the Act"), between Messina and its shareholders
("scheme members"), other than Lonmin and its subsidiaries, in terms of which,
subject to the fulfilment of certain conditions precedent, shareholders who
are entitled thereto ("scheme participants") will receive 4 500 cents in cash
("the consideration") for each scheme share held. The scheme, if implemented,
will result in Messina becoming, directly and indirectly, a wholly-owned
subsidiary of Lonmin.
This announcement contains the salient dates and times in relation to the
scheme.
2. Scheme meeting
Shareholders are advised that in terms of an Order of Court dated 6 December
2005, the High Court of South Africa has granted Messina leave to convene a
scheme meeting, to be held at 09:00 on Monday, 16 January 2006, at Northdowns,
17 Georgian Crescent, Bryanston, 2152.
3. Conditions precedent
The implementation of the scheme is subject to the fulfilment of the following
conditions precedent:
the approval of the scheme by scheme members representing not less than 75%
of the votes exercisable by scheme members present and voting either in person
or by proxy at the scheme meeting;
the Court sanctioning the scheme in terms of the Act; and
a certified copy of the Order of Court sanctioning the scheme being
registered by the Registrar in terms of the Act.
4. Substitute offer
In the event of the scheme failing for any reason whatsoever Lonmin will make
an unconditional cash offer to the Messina minority shareholders to acquire
all or any part of their holding of shares in Messina for a sum of 4 500 cents
in cash per Messina share. The scheme will be regarded as having failed if any
one of the conditions precedent to the scheme are not fulfilled for any
reason.
The salient dates and times of the substitute offer, including the opening
date and closing date of the offer, will be released on SENS and published in
the press immediately following the failure of the scheme for any reason
whatsoever.
The substitute offer is required in terms of the Securities Regulation Panel
("SRP") Code mandatory offer rules in the event that the scheme fails for any
reason.
5. Salient dates and times
The expected dates and times pertaining to the scheme are set out below:
Scheme of Arrangement 2006
Last day to trade in Messina shares on the
main board of the JSE Limited ("JSE")
in order to be recorded on the register to
vote at the scheme meeting, by close of
trade on the JSE on (refer note 2 below) Thursday, 5 January
Record date for voting, by close of trade
on the JSE on Thursday, 12 January
Last day to lodge forms of proxy (pink)
for the scheme meeting (refer note 5 below),
by 09:00 on Friday, 13 January
Scheme meeting to be held at 09:00 on Monday, 16 January
Results of the scheme meeting released
on SENS on Monday, 16 January
Results of the scheme meeting published
in the press on Tuesday, 17 January
Court hearing to sanction the scheme
expected at 10:00 or as soon thereafter as
Counsel may be heard on Tuesday, 24 January
Results of Court hearing to be released
on SENS on Tuesday, 24 January
Results of Court hearing to be published
in the press on Wednesday, 25 January
Expected last day to trade in Messina
shares on the JSE in order to be recorded
in the register on the record date for
the scheme on Friday, 27 January
Expected date for suspension of Messina"s
listing on the JSE from commencement
of trade on the JSE on Monday, 30 January
Expected record date for the scheme on Friday, 3 February
Expected operative date of the scheme on Monday, 6 February
Expected date from which the consideration
will be made available to scheme
participants on Monday, 6 February
Certificated shareholders will have their
cheques posted (provided that they have
surrendered their share certificates by
12:00 noon on Friday, 3 February 2006)
or within five business days after surrender
if received after 12:00 noon on
Friday, 3 February 2006 on Monday, 6 February
Expected date for termination of Messina"s
listing on the JSE, from commencement
of trade on the JSE on Tuesday, 7 February
Notes:
1. The abovementioned dates and times are South African dates and times, and
are subject to change. Any changes will be released on SENS and published in
the South African press.
2. Shareholders should note that, as trading on the JSE is settled through
STRATE, settlement for trade takes place five business days after such trade.
Therefore, shareholders who acquire shares on the JSE after Thursday, 5
January 2006 will not be eligible to vote at the scheme meeting.
3. Dematerialised scheme members, other than own-name dematerialised scheme
members, must provide their CSDP or broker with their instructions for voting
at the scheme meeting by the cut-off time and date advised by the CSDP or
broker for instructions of this nature.
4. No dematerialisation or rematerialisation of shares will take place after
Friday, 27 January 2006.
5. Forms of proxy for the scheme meeting (pink) may also be handed to the
chairperson of the scheme meeting by no later than 10 minutes before the
commencement of the scheme meeting.
6. Circular
A circular, which has been approved by the SRP and the JSE, providing full
information on the scheme and incorporating a notice in respect of the scheme
meeting will be posted to Messina shareholders on Friday, 9 December 2005.
Copies of the circular may be obtained during normal business hours from the
registered office of Messina and the South African registered office of Lonmin
at Northdowns, 17 Georgian Crescent, Bryanston, 2152.
Bryanston
8 December 2005
Investment bank
and corporate adviser to Lonmin
Nedbank Capital
Independent financial adviser to the independent sub-committee of the Messina
Board
PricewaterhouseCoopers Corporate Finance (Pty) Ltd
(Registration number 1970/003711)
Attorneys to the scheme
Cliffe Dekker
Sponsor to Messina
RAND MERCHANT BANK
A division of FirstRand Bank Limited
Technical adviser to Messina
Snowden
Legal adviser to the independent sub-committee
of the Messina Board
WEBBER WENTZEL BOWENS
Reporting accountants
KPMG
Date: 08/12/2005 07:27:08 AM Produced by the JSE SENS Department
