Lonrho Regulatory News (LONR)

Not for release, publication or distribution, in whole or in part, in, into or from any Restricted Jurisdiction or any jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction. 

19 July 2013

FS Africa Limited ("FS Africa")

Recommended Convertible Bond Offer Update

Change of Control Date and Offer Amount

As announced by Lonrho Plc ("Lonrho") today, the Scheme to effect the recommended cash offer for Lonrho by FS Africa under the Scheme Document issued on 5 June 2013 has become effective and the entire issued share capital of Lonrho has now been acquired by FS Africa.

Further to the offer made on 5 June 2013 by FS Africa to holders of the outstanding Lonrho Convertible Bonds to purchase their Lonrho Convertible Bonds for cash as set out in the Lonrho Convertible Bond Offer Memorandum (the "Convertible Bond Offer"), holders of the Lonrho Convertible Bonds are advised that:

·; the Change of Control Date is today, 19 July 2013; and

·; based on the Change of Control Amount of $10,326.34 and Accrued Interest Amount of $322.78, the Offer Amount is equal to $10,649.12 per $10,000 in principal amount of the Lonrho Convertible Bonds.

The Convertible Bond Offer Expiration Deadline in respect of the Offer is 5:00 p.m. (London time) on 17 September 2013.

Lonrho Convertible Bondholders who have not yet accepted the Convertible Bond Offer are urged to do so as soon as possible and, in any event, to submit Electronic Instruction Notices by no later than 5:00 p.m. on 17 September 2013, before all deadlines set by the relevant Clearing System and in accordance with the instructions set out in the Convertible Bond Offer Memorandum.

References to times in this announcement are to London time unless otherwise stated.

Unless otherwise defined, capitalised terms used in this announcement have the meanings given in the Lonrho Convertible Bond Offer Memorandum dated 5 June 2013 relating to the Convertible Bond Offer.

Enquiries:

Important Notice

Investec, which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority, is acting exclusively for FS Africa and no one else in connection with the Transaction and will not be responsible to anyone other than FS Africa for providing the protections afforded to clients of Investec or for providing advice in relation to the Transaction or any other matters referred to in this announcement.

THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN INVITATION OR OFFER TO SELL OR EXCHANGE OR THE SOLICITATION OF AN INVITATION OR OFFER TO BUY OR EXCHANGE ANY SECURITY. NONE OF THE SECURITIES REFERRED TO IN THIS ANNOUNCEMENT SHALL BE SOLD, ISSUED, EXCHANGED OR TRANSFERRED IN ANY JURISDICTION IN CONTRAVENTION OF APPLICABLE LAW.

NEITHER THIS ANNOUNCEMENT NOR ANY RELATED DOCUMENT HAS BEEN FILED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION, NOR HAS ANY SUCH DOCUMENT BEEN FILED WITH OR REVIEWED BY ANY U.S. STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY OF ANY COUNTRY. NO AUTHORITY HAS PASSED UPON THE ACCURACY OR ADEQUACY OF THE CONVERTIBLE BOND OFFER OR ANY RELATED DOCUMENTS, AND IT MAY BE UNLAWFUL AND A CRIMINAL OFFENCE TO MAKE ANY REPRESENTATION TO THE CONTRARY.

The communication of this announcement and any other documents or materials relating to the Convertible Bond Offer is not being made, and will not be made, and such documents and/or materials have not been approved, by an authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000 ("FSMA"). Accordingly, such documents and/or materials are not being distributed to, and must not be passed onto, the general public in the United Kingdom. The communication of such documents and/or materials is exempt from the restriction on financial promotions under section 21 of the FSMA on the basis that it is a communication by or on behalf of a body corporate which relates to a transaction to acquire shares in a body corporate and such shares include 50 per cent. or more of the voting securities in such body corporate within Article 62 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005.

The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about and observe any applicable requirements. This announcement has been prepared for the purpose of complying with English law and the City Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside the United Kingdom.

Copies of this announcement and any formal documentation relating to the Transaction are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send it in or into or from any Restricted Jurisdiction. If the Transaction is implemented by way of an Offer (unless otherwise permitted by applicable law and regulation), the Offer may not be made directly or indirectly, in or into, or by the use of mails or any means or instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of any Restricted Jurisdiction and the Offer may not be capable of acceptance by any such use, means, instrumentality or facilities.

Notice to US investors:

The Convertible Bond Offer is being made for securities of a Jersey-incorporated subsidiary of a United Kingdom company and Lonrho Convertible Bondholders in the United States should be aware that this document, and any other documents relating to the Convertible Bond Offer, have been prepared or will be prepared in accordance with the Code and United Kingdom disclosure requirements, format and style, all of which differ from those in the United States. Lonrho's financial statements or any other documents relating to the Convertible Bond Offer or the Scheme have been or will be prepared in accordance with International Financial Reporting Standards and may not be comparable to financial statements of United States companies. Lonrho is not subject to the periodic reporting requirements of the United States Securities Exchange Act of 1934, as amended (the "Exchange Act") and is not required to, and does not, file any reports with the U.S. Securities and Exchange Commission thereunder.

The Convertible Bond Offer, which is open to Lonrho Convertible Bondholders in the United States, is subject to a limited extent to U.S. tender offer rules and securities laws (Regulation 14E), and is otherwise made in accordance with the requirements of the Code, the Panel, the London Stock Exchange, the Financial Conduct Authority and the Prudential Regulation Authority. Accordingly, the Convertible Bond Offer is subject to disclosure and other procedural requirements, including with respect to withdrawal rights, offer timetable, settlement procedures and timing of payments that are different from those generally applicable under United States domestic tender offer procedures and law. In the United States, the Convertible Bond Offer is deemed to be made solely by FS Africa and not by any of its financial advisers.

The Issuer is incorporated under the laws of Jersey. Lonrho is a company incorporated under the laws of England and Wales. FS Africa is a company incorporated under the laws of England and Wales. Certain of the Issuer Directors, Lonrho Directors and FS Africa Directors are residents of countries other than the United States. As a result, it may not be possible for Lonrho Convertible Bondholders in the United States to effect service of process within the United States upon Lonrho and/or FS Africa or their respective officers or directors or to enforce against any of them judgments of the United States predicated upon the civil liability provisions of the federal securities laws of the United States. It may not be possible to sue Lonrho and/or FS Africa or their respective officers or directors in a non-U.S. court for violations of the United States securities laws. There is also substantial doubt as to enforceability in the United Kingdom in original actions, or in actions for the enforcement of judgements of United States courts, based on the civil liability provisions of United States federal securities laws.

In accordance with the Code and normal United Kingdom market practice and pursuant to Rule 14e-5(b)(12) under the Exchange Act, FS Africa or its nominees or brokers (acting as agents) may from time to time make certain purchases of, or arrangements to purchase, Lonrho Convertible Bonds outside the United States, otherwise than pursuant to the Convertible Bond Offer, before or during the period in which the Convertible Bond Offer remains open for acceptance, such as in open market purchases at prevailing prices or privately negotiated purchases at negotiated prices. In the event that FS Africa or its nominees or brokers (acting as agents) purchase or make arrangements to purchase Lonrho Convertible Bonds for a consideration greater than the Offer Amount, the Offer Amount will be increased to match the higher price paid outside the Convertible Bond Offer. Such purchases, or arrangements to purchase, will comply with all applicable United Kingdom rules, including the Code and the rules of the London Stock Exchange.

Publication on Website

A copy of this announcement will be made available free of charge (subject to any applicable restrictions with respect to persons in Restricted Jurisdictions) on www.lonrho.com by no later than noon (London time) on the day following this announcement.