| Fri 15 Dec 2006, 9:00 | | LON - Lonmin Plc - Acquisition of AfriOre |
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LON
LOLMI
LON - Lonmin Plc - Acquisition of AfriOre
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")
Acquisition of AfriOre -
Formal Pre-Acquisition Agreement Signed
Lonmin Plc (``Lonmin``) is pleased to announce that it has completed its
geological, financial and legal due diligence and has entered into a formal
pre-acquisition agreement (the "Agreement") with AfriOre Limited
("AfriOre"). The Agreement supersedes and replaces the agreement between
Lonmin and AfriOre announced on 15 November 2006. Lonmin also announces
that it delivered its merger submission to the South African Competition
Commission on 24 November 2006.
In accordance with the Agreement, Lonmin expects to make an offer (the
"Offer") to the shareholders of AfriOre by 15 January 2007 to acquire all
of the issued and outstanding shares in the capital of AfriOre by means of
a cash offer of C$8.75 (US$7.62) per AfriOre share. The Agreement
continues to provide that Lonmin has the right to match any unsolicited
superior offer and that AfriOre is required to pay Lonmin a compensation
fee of C$15m in the event that the Offer is not completed in certain
circumstances.
Completion of the Offer, when made, would remain subject to customary
conditions, including South African competition approval and that a minimum
of 66 2/3 % of AfriOre shares on a fully diluted basis are tendered to the
Offer. Regulatory approval and completion of the transaction, if it
proceeds, is currently expected in February 2007.
Enquiries:
Alex Shorland-Ball +44 (0) 20 7201 6060
Vice President, Investor Relations & Communications
Forward Looking Statements:
This announcement includes forward-looking statements. Information
contained in this announcement relating to AfriOre has been compiled from
public sources. All statements other than statements of historical fact
included in this announcement, including without limitation those regarding
Lonmin`s plans, objectives and expected performance, are forward-looking
statements. Lonmin has based these forward-looking statements on its
current expectations and projections about future events, including
numerous assumptions regarding its present and future business strategies,
operations, and the environment in which it will operate in the future.
Forward-looking statements generally can be identified by the use of
forward-looking terminology such as `ambition`, `may`, `will`, `could`,
`would`, `expect`, `intend`, `estimate`, `anticipate`, `believe`, `plan`,
`seek` or `continue`, or negative forms or variations of similar
terminology. Such forward-looking statements involve known and unknown
risks, uncertainties, assumptions and other factors related to Lonmin,
including, among other factors: (1) the risk that the businesses of Lonmin
and AfriOre will not be integrated successfully; (2) material adverse
changes in economic conditions generally or in relevant markets or
industries in particular; (3) fluctuations in demand and pricing in the
mineral resource industry and fluctuations in exchange rates; (4) future
regulatory and legislative actions and conditions affecting Lonmin`s and
AfriOre`s operating areas; (5) obtaining and retaining skilled workers and
key executives; and (6) acts of war and terrorism. By their nature, forward-
looking statements involve risks, uncertainties and assumptions and many
relate to factors which are beyond Lonmin`s control, such as future market
conditions and the behaviour of other market participants. Actual results
may differ materially from those expressed in forward-looking statements.
Given these risks, uncertainties, and assumptions, you are cautioned not to
put undue reliance on any forward-looking statements. In addition, the
inclusion of such forward-looking statements should under no circumstances
be regarded as a representation by Lonmin that Lonmin will achieve any
results set out in such statements or that the underlying assumptions used
will in fact be the case. Other than as required by applicable law or the
applicable rules of any exchange on which Lonmin`s securities may be
listed, Lonmin has no intention or obligation to update or revise any
forward-looking statements included in this announcement after the release
of this announcement.
Date: 15/12/2006 09:00:01 Produced by the JSE SENS Department.
