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LAF
LOLAF
LAF - Lonrho Plc - Publication of Annual Report and Notice of Annual General
Meeting
LONRHO PLC
(Formerly Lonrho Africa Plc)
(Incorporated and registered in England and Wales)
(Registration number 2805337)
(Share code: LAF; ISIN number: GB0002568813)
("Lonrho" or "the Company")
Publication of Annual Report and Notice of Annual General Meeting
8 March 2010
Lonrho (AIM: LONR), the conglomerate with a structured portfolio of African
investments, is pleased to confirm that its Report and Accounts for the year
ended 30 September 2009 have been posted to shareholders today, together with a
Notice of the Annual General Meeting to be held on Wednesday 31 March 2010.
The proposed resolutions, Annual Report and Accounts are published on the
Company`s web site (www.lonrho.com) and the full notice for the Annual General
Meeting is available below.
LONRHO ENQUIRIES
Lonrho Plc +44 (0)20 7016 5105
David Lenigas, Executive Chairman +44 (0)7881 825 378
Geoffrey White, Chief Executive Officer +44 (0)7717 307 308
David Armstrong, Finance Director +44 (0)7833 054 693
Pelham Bell Pottinger
Charles Vivian +44 (0) 20 7337 1538
+44 (0) 7977 297 903
James MacFarlane +44 (0) 20 7337 1527
+44 (0) 7841 672 831
Beaumont Cornish Limited (Nomad)
Rosalind Hill Abrahams +44 (0) 20 7628 3396
Roland Cornish +44 (0) 20 7628 3396
Notice of Annual General Meeting
NOTICE IS HEREBY GIVEN that the next Annual General Meeting of Lonrho Plc will
be held at The Great Hall, Merchant Taylors` Hall, 30 Threadneedle Street,
London, EC2R 8JB at 11.00 am on Wednesday 31 March 2010 to transact the
following business. Resolutions 1 to 5 inclusive, 7 and 8 will be proposed as
ordinary resolutions. Resolution 6 will be proposed as a special resolution.
Ordinary Resolutions
1. To receive the Report of the Directors, the accounts for the year
ended 30 September 2009, and the auditors` report thereon.
2. To re-elect Mrs. J. M. Ellis, who retires by rotation, as a Director.
3. To re-elect Mr. G. T. White, who retires by rotation, as a Director.
4. To re-appoint KPMG Audit Plc as auditors of the Company to hold office
from the conclusion of the meeting until the conclusion of the next
general meeting of the Company at which financial statements are laid
before the Company and to authorise the Directors to agree their
remuneration.
5. To approve the continuation of the investment strategy as detailed in
the circular to the shareholders dated 8 February 2006.
Special Resolution
6. That:
3.1 to comply with new legislation, the articles of association of
the Company be amended by deleting the provision which, by virtue
of paragraph 42(2) of Schedule 2 to the Companies Act 2006
(Commencement No 8, Transitional Provisions and Savings) Order
2008, is treated as a provision of the articles of association of
the Company setting the maximum amount of shares that may be
allotted by the Company; and
3.2 the articles of association of the Company be amended by deleting
the existing wording of article 3 and replacing it with "Not
used".
Ordinary Resolutions
7. That pursuant to section 551 of the Companies Act 2006 (the "Act") the
Directors be and are generally and unconditionally authorised to
exercise all powers of the Company to allot shares in the Company or
to grant rights to subscribe for or to convert any security into
shares in the Company up to an aggregate nominal amount of GBP1.25
million in connection with the proposed acquisition by the Company or
any subsidiary of the Company of all or any of the shares in Rollex
(Proprietary) Limited and/or Fresh Direct Limited not already owned by
the Company or a subsidiary of the Company, provided that (unless
previously revoked, varied or renewed) this authority shall expire at
the conclusion of the Annual General Meeting to be held in 2011, save
that the Company may make an offer or agreement before the expiry of
this authority which would or might require shares to be allotted or
rights to subscribe for or to convert any security into shares to be
granted after such expiry and the Directors may allot shares or grant
such rights pursuant to any such offer or agreement as if the
authority conferred by this resolution had not expired.
8. That the granting of options over the number of ordinary shares of 1p
each ("Ordinary Shares") in the capital of the Company to Directors,
employees and consultants of the Company as set out below ("Proposed
Grantees") be approved and the Directors of the Company be authorised
to do all acts and things necessary to ensure the options are granted
to the Proposed Grantees.
Name Number of share Exercise price Period during which
options to be per Ordinary exercisable
granted Share
David Lenigas: 20,000,000 Mid market price From 31 March 2010 to
Executive on 31 30 March 2015
Chairman March 2010 + 10%
Geoffrey White: 20,000,000 Mid market price From 31 March 2010 to
Director and CEO on 31 30 March 2015
March 2010 + 10%
David Armstrong: 6,500,000 Mid market price From 31 March 2010 to
Finance Director on 31 30 March 2015
March 2010 + 10%
Emma Priestley: 1,000,000 Mid market price From 31 March 2010 to
Executive on 31 30 March 2015
Director March 2010 + 10%
Employees and 5,500,000 Mid market price From 31 March 2010 to
Consultants to on 31 30 March 2015
the Company March 2010 + 10%
Notes:
1. A member entitled to attend and vote at the above meeting is entitled to
appoint one or more proxies to attend and vote in his place. A proxy need
not be a member of the Company, but is entitled to exercise all or any of
the member`s rights to attend and to speak and vote at a meeting of the
Company. A member may appoint more than one proxy in relation to the
meeting provided that each proxy is appointed to exercise the rights to a
different share or shares held by him. A form of proxy is enclosed for use
at this meeting. If you wish to appoint more than one proxy, please contact
our registrars, Equiniti Limited or Computershare Investor Services 2004
(Pty) Limited, as appropriate.
2. To be valid, a completed form of proxy, together with a power of attorney
or other authority, if any, under which it is signed (or a notarially
certified copy thereof), must be deposited at the offices of the Company`s
registrars, Equiniti Limited, Aspect House, Spencer Road, Lancing, West
Sussex BN99 6GU or Computershare Investor Services 2004 (Pty) Limited,
postal address PO Box 61051, Marshalltown 2107, South Africa, not less than
48 hours before the time set for the meeting or adjourned meeting (as the
case may be).
In respect of South African shareholders, forms of proxy must only be
filled by certificated shareholders or own name dematerialised
shareholders. Dematerialised shareholders in South Africa who are not own
name dematerialised shareholders must follow the instructions set out in
note 8 below.
3. CREST members who wish to appoint a proxy or proxies through the CREST
electronic proxy appointments service may do so for the meeting and any
adjournment(s) thereof by using the procedures described in the CREST
Manual. CREST Personal Members or other CREST sponsored members, and those
CREST members who have appointed a voting service provider(s), should refer
to their CREST sponsor or voting service provider(s), who will be able to
take the appropriate action on their behalf. In order for a proxy
appointment or instruction made using the CREST service to be valid, the
appropriate CREST message (a "CREST Proxy Instruction") must be properly
authenticated in accordance with Euroclear specifications and must contain
the information required for such instructions, as described in the CREST
manual. The message, regardless of whether it constitutes the appointment
of a proxy or an amendment to the instruction given to a previously
appointed proxy must, in order to be valid, be transmitted so as to be
received by the issuer`s agent (ID RA19) by the latest time(s) for receipt
of proxy appointments specified in the notice of meeting. For this purpose,
the time of receipt will be taken to be the time (as determined by the
timestamp applied to the message by the CREST Applications Host) from which
the issuer`s agent is able to retrieve the message by enquiry to CREST in
the manner prescribed by CREST. After this time any change of instructions
to proxies appointed through CREST should be communicated to the appointee
through other means. CREST members and, where applicable, their CREST
sponsors or voting service providers should note that Euroclear does not
make available special procedures in CREST for any particular messages.
Normal system timings and limitations will therefore apply in relation to
the input of CREST Proxy Instructions. It is the responsibility of the
CREST member concerned to take (or, if the CREST member is a CREST personal
member or sponsored member or has appointed a voting service provider(s),
to procure that his CREST sponsor or voting service provider(s) take(s))
such action as shall be necessary to ensure that a message is transmitted
by means of the CREST system by any particular time. In this connection,
CREST members and, where applicable, their CREST sponsors or voting service
providers are referred, in particular, to those sections of the CREST
Manual concerning practical limitations of the CREST system and timings.
The CREST Manual can be reviewed at
www.euroclear.com/site/public/EUI/Resources/Legaldocumentation/CRESTmanual.
The Company may treat as invalid a CREST Proxy Instruction in the
circumstances set out in Regulation 35(5)(a) of the Uncertificated
Securities Regulations 2001.
4. If you do not have a Form of Proxy and believe that you should have one, or
if you require CREST Manual additional forms, please call Equiniti Ltd on
0871 384 2383 (or, from outside the United Kingdom, +44 121 415 7047)
between 9.00am and 5.00pm Monday to Friday (excluding bank or public
holidays). Calls to the helpline are charged at 8p per minute from a BT
landline and from outside the United Kingdom will be charged at applicable
international rates. Different charges may apply to calls from mobile
telephones. Please note that calls to these numbers may be monitored or
recorded for security and training purposes. The helpline cannot provide
advice on the merits of the matters to be considered at the meeting nor can
it give any financial, legal or taxation advice or accept proxy voting
instructions.
5. Completion and return of a form of proxy will not prevent a shareholder
from subsequently attending and voting in person at the extraordinary
general meeting.
6. In the case of joint holders of shares, the vote of the senior who tenders
a vote, whether in person or by proxy, will be accepted to the exclusion of
the other joint holder(s) and for this purpose seniority will be determined
by the order in which the names stand in the register of members of the
Company in respect of the relevant joint holding.
7. Pursuant to Regulation 41 of the Uncertificated Securities Regulations
2001, the Company specifies that only those shareholders registered in the
Register of Members of the Company as at 6.00 p.m. on 29 March 2010, or in
the event that the meeting is adjourned, in the Register of Members as at
6.00 p.m. on the day that is two working days prior to any adjourned
meeting, shall be entitled to attend or vote at the meeting in respect of
the number of shares registered in their name at the relevant time. Changes
to entries on the Register of Members after 6.00 p.m. on 29 March 2010 or,
in the event that the meeting is adjourned, 6.00 p.m. on the day that is
two working days prior to the day of any adjourned meeting, shall be
disregarded in determining the rights of any person to attend or vote at
the meeting.
8. Dematerialised shareholders in South Africa who are not own name
dematerialised shareholders and who wish to attend the annual general
meeting should instruct their CSDP or broker to issue them with the
necessary authority to attend the annual general meeting in person, in the
manner stipulated in the custody agreement governing the relationship
between such shareholders and their CSDP or broker. These instructions must
be provided to the CSDP or broker by the cut-off time and date advised by
the CSDP or broker for instructions of this nature.
Dematerialised shareholders in South Africa who are not own name
dematerialised shareholders and who cannot attend but who wish to vote at
the meeting should provide their CSDP or broker with their voting
instructions, in the manner stipulated in the custody agreement governing
the relationship between such shareholders and their CSDP or broker. These
instructions must be provided to the CSDP or broker by the cut-off time and
date advised by the CSDP or broker for instructions of this nature.
9. Resolutions 6, 7 and 8- Removal of authorised share capital / Authority to
allot shares / Grant of options
Since the recent implementation of certain provisions of the Companies Act
on 1 October 2009, there is no longer a requirement for a company to have
an authorised share capital. With effect from 1 October 2009 pursuant to
transitional provisions relating to the Act, the Company`s authorised share
capital immediately prior to that date automatically became a provision of
the Company`s articles setting the maximum amount of shares that may be
allotted by the Company.
As a company is no longer required to have an authorised share capital, the
Directors believe it is preferable to seek the approval of shareholders to
the removal of the limit in the Company`s articles setting the maximum
amount of shares that may be allotted rather than the approval of
shareholders to increase the limit.
Resolution 6 is accordingly proposed as a special resolution to delete the
provision which, by virtue of paragraph 42(2) of Schedule 2 to the
Companies Act 2006 (Commencement No 8, Transitional Provisions and Savings)
Order 2008, is treated as a provision of the articles of association of the
Company setting the maximum amount of shares that may be allotted by the
Company at the level of its former authorised share capital and to delete a
reference in the articles of association to the authorised share capital of
the Company.
Resolution 7 is proposed as an ordinary resolution to enable the Company to
increase its existing 51% holding in the Lonrho agri-processing businesses
Rollex (Proprietary) Limited and Fresh Direct Limited by up to a further
49%. In December 2009 the Company announced that it had successfully raised
total funds of GBP25.1 million via two separate placements and that these
funds would be used to increase the Company`s interests in the Group`s
agricultural division and buildings division and to provide additional
working capital. With respect to the agricultural division, the respective
sellers have indicated that they would prefer the consideration for this
transaction to be in the form of Lonrho Plc shares which the Lonrho Board
believes is in the best interests of the Company. The exact consideration
payable will be in accordance with provisions set out in the original
transaction documentation in conjunction with an agreed formula in relation
to the exchange rate and share price on the day of the AGM.
Completing this transaction for consideration in shares as opposed to cash
has significant benefits for the Group by:
1. Creating long term alignment between the Group and Paul de Robillard,
the CEO of Lonrho Agriculture division, through his family trust
becoming a substantial shareholder in Lonrho Plc. He will remain as
Chief Executive of Lonrho Agriculture and will play a key role in the
development of the Group`s growing Agribusiness strategy.
2. Preservation of cash resources to enable the Group to further pursue
the expansion of its agricultural activities across Africa.
3. Continuity of quality management with invaluable experience and a
strong history of performance for the Lonrho Agriculture division.
The Directors believe that it is important that directors and employees of
the Group are appropriately aligned with shareholders and motivated and
incentivised to perform. The Company currently has 3.5% of its equity
allocated to a company share option scheme. This is substantially less than
the average for an AIM listed company and accordingly, subject to the
approval of shareholders, it is proposed that 53,000,000 options be granted
to Executive Directors, employees and consultants at an exercise price of
ten percent above the mid market price on the day of the AGM per ordinary
share of 1p each in the Company to align the company share option scheme up
to a parity level with other similar companies. Accordingly, resolution 8
will be proposed as an ordinary resolution to approve the grant of these
options.
10. As at 26 February 2010 the Company`s issued share capital consisted of
1,050,278,712 ordinary shares of 1 pence each. Each ordinary share carries
the right to vote at a general meeting of the Company and, therefore, the
total number of voting rights in the Company as at 26 February 2010 was
1,050,278,712.
11 Recommendation
The Directors believe that the passing of all resolutions will be in the
best interests of the Company and its shareholders as a whole and are
unanimous in recommending that shareholders vote in favour of them.
8 March 2010
South African Sponsor
Java Capital (Proprietary) Limited
Date: 08/03/2010 17:49:01 Produced by the JSE SENS Department.
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