| Fri 22 Dec 2006, 9:00 | | LON - Lonmin - Acquisition of AfriOre - Offer Docu |
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LON
LOLMI
LON - Lonmin - Acquisition of AfriOre - Offer Documents Posted 22 December 2006
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 - Offer Documents Posted
22 December 2006
Lonmin Plc (``Lonmin``) is pleased to announce that it has today mailed to all
security holders of AfriOre Limited ("AfriOre") the offer documents relating to
its C$8.75 per share recommended cash take-over bid for AfriOre (the "Offer").
Jointly with this mailing, the board of directors of AfriOre have mailed a
Directors` Circular in support of the Offer. The Offer will be open for
acceptance until 5:00 p.m. (Eastern Time, North America) on January 26, 2007,
unless extended or withdrawn by Lonmin.
The Offer remains subject to certain customary conditions described fully in the
offer documents, including that 66 2/3 % of the AfriOre shares, on a fully
diluted basis, are tendered to the Offer. Lonmin believes that the principal
regulatory condition to the Offer has been satisfied, being the unconditional
approval of the South African Competition Commission.
The board of directors of AfriOre supports the Offer and has received an
opinion, dated November 14, 2006, from its Canadian financial advisor, Westwind
Partners Inc., that the consideration offered by Lonmin is fair from a financial
point of view to the shareholders of AfriOre, subject to no material changes
prior to the closing of the transaction. Directors, officers and certain
shareholders of AfriOre, who hold in aggregate approximately 9% of the
outstanding AfriOre shares, have agreed to deposit their shares under the Offer
and not withdraw them except in limited circumstances.
The offer documents have been filed with all applicable securities regulators
and will be available on the SEDAR website at www.sedar.com. Copies of the
offer documents may also be viewed on the Lonmin website at www.lonmin.com.
For further information about tendering procedures or the Offer, shareholders of
AfriOre may contact Innisfree M&A Incorporated at 1-888-750-5834 (English
speakers in Canada and U.S.), 1-877-825-8777 (French speakers in Canada and
U.S.) or 00800-7710-9970 (from the United Kingdom and other European Union
countries as well as Switzerland and Norway). Banks and brokers may call
collect at 212-750-5833.
Enquiries:
Alex Shorland-Ball +44 (0) 20 7201 6060 or
Vice President, Investor Relations & Communications +44 (0) 7917 038 684
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: 22/12/2006 09:00:01 Produced by the JSE SENS Department.
