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Sibanye-Stillwater posts circular and notice of General meeting to shareholders
Sibanye Gold Limited
Trading as Sibanye-Stillwater
Incorporated in the Republic of South Africa
Registration number 2002/031431/06
Share code: SGL
ISIN – ZAE000173951
Issuer code: SGL
(“Sibanye-Stillwater” or “the Group” or “the Company”)
Sibanye-Stillwater posts circular and notice of General meeting to shareholders
Johannesburg. 25 April 2019. Sibanye-Stillwater (Tickers JSE: SGL and NYSE: SBGL)
refers Sibanye-Stillwater shareholders (“Shareholders”) to the announcement made by
Sibanye-Stillwater and Lonmin plc (“Lonmin”) today (25 April 2019) (available,
subject to certain restrictions relating to persons in certain restricted
jurisdictions, on Sibanye-Stillwater’s website at the address noted below), where it
was announced that, the Boards of Sibanye-Stillwater and Lonmin have reached
agreement on the terms of an increased recommended all-share offer to be made by
Sibanye-Stillwater for the entire issued and to be issued share capital of Lonmin
(the “Increased Offer”). Under the terms of the Increased Offer, Lonmin shareholders
will be entitled to receive one new Sibanye-Stillwater share for each Lonmin share
that they hold (the “Revised Exchange Ratio”), reflecting a 3.4% increase (or an
additional 0.033 new Sibanye-Stillwater shares per Lonmin share held) relative to
the Exchange Ratio of 0.967 new Sibanye-Stillwater shares for each Lonmin share
held, as announced on 14 December 2017. The Boards of Sibanye-Stillwater and Lonmin
consider that the Increased Offer for Lonmin reflects the recent recovery in the PGM
pricing environment, balanced against the fact that Lonmin continues to be
financially constrained and unable to fund the significant investment required to
sustain its business and associated employment.
The Increased Offer is proposed to be effected by means of a UK scheme of arrangement
(the “Scheme”).
Sibanye-Stillwater is also pleased to advise that a circular (“Circular”) containing,
inter alia, an ordinary resolution regarding the issuance and allotment of shares
as the consideration payable by Sibanye-Stillwater to Lonmin for the Increased Offer
(“Ordinary Resolution”), a notice convening the general meeting (“General Meeting”)
and a form of proxy, has been posted to Shareholders today, 25 April 2019.
Shareholders are further advised that the Circular will be available, subject to
certain restrictions relating to persons in certain restricted jurisdictions, from
today on Sibanye-Stillwater’s website at
www.sibanyestillwater.com/investors/transactions/lonmin.
Notice is hereby given to Shareholders that the General Meeting of Shareholders will
be held at the Sibanye-Stillwater Academy, Rietkloof 349, Glenharvie, 1786, South
Africa, on Tuesday, 28 May 2019 at 08:30 a.m. (South African time), immediately
before the Sibanye-Stillwater annual general meeting, to consider and, if deemed
fit, pass, with or without amendment, the Ordinary Resolution set out in the
Circular.
Sibanye-Stillwater also notes that a Scheme circular in relation to the Increased
Offer (the “Lonmin Scheme Circular”) has been published today and is available,
subject to certain restrictions relating to persons in certain restricted
jurisdictions, on Lonmin’s website at www.lonmin.com/investors/sibanye-stillwater-
offer and is also available, subject to certain restrictions relating to persons in
certain restricted jurisdictions, on Sibanye-Stillwater’s website at the address
noted above. The Lonmin Scheme Circular sets out, amongst other things, a letter
from the Chairman of Lonmin, the full terms and conditions of the Scheme, an update
in relation to the Lonmin Group’s current trading and prospects, the reasons for the
Lonmin Board’s recommendation of the Increased Offer and the Scheme and an expected
timetable of principal events.
The Increased Offer is subject to the terms and conditions set out in the Lonmin
Scheme Circular, including the satisfaction or (where applicable) waiver of the
outstanding conditions set out in the Lonmin Scheme Circular. Such conditions
include, amongst others, the relevant approvals of Lonmin and Sibanye-Stillwater
shareholders, the requisite approvals of the relevant South African Competition
Authorities and the approval of the Scheme by the High Court of Justice of England
and Wales. Subject to the satisfaction or waiver (as applicable) of such conditions,
the Scheme is expected to become effective after 6.00 p.m. (UK time) on 7 June 2019.
For more information, Shareholders are referred to the Lonmin Scheme Circular and
the announcement made by Sibanye-Stillwater and Lonmin on 14 December 2017
(available, subject to certain restrictions relating to persons in certain
restricted jurisdictions, on Sibanye-Stillwater’s website at the address noted
above) that they had reached agreement on the terms of a recommended all-share
offer to be made by Sibanye-Stillwater for the entire issued and to be issued
share capital of Lonmin.
The salient dates and times relating to the General Meeting are set out below:
The record date for purposes of receiving the Notice of Friday, 12 April 2019
General Meeting (being the date on which a Sibanye-
Stillwater Shareholder must be recorded in the Register in
order to receive the Notice of General Meeting) ....
Notice of General Meeting and date of posting of Circular Thursday, 25 April 2019
announced on SENS on ...............................
Circular posted to Sibanye-Stillwater Shareholders on Thursday, 25 April 2019
Last day and time to give notice to participate in the
General Meeting electronically by 08:30 (South African
time) on ........................................... Tuesday, 14 May 2019
Last day to trade in order to be eligible to participate
and vote at the General Meeting .................... Tuesday, 14 May 2019
Record Date to determine Sibanye-Stillwater Shareholders
eligible to participate in and vote at the General Meeting
................................................... Friday, 17 May 2019
Last day and time to lodge forms of proxy with the
Transfer Secretaries, by 08:30 (South African time) on Friday, 24 May 2019
General Meeting of Sibanye-Stillwater Shareholders at
08:30 (South African time) on ...................... Tuesday, 28 May 2019
Results of General Meeting released on SENS ........ Tuesday, 28 May 2019
Notes:
(1) The dates and times may be changed by Sibanye-Stillwater, subject to any required
regulatory approvals. Any change will be published on the Johannesburg Stock Exchange News
Service (“SENS”).
(2) If the General Meeting is adjourned or postponed, forms of proxy submitted for the
initial General Meeting will remain valid in respect of any adjournment or postponement of
the General Meeting.
(3) Sibanye-Stillwater Shareholders who hold Certificated Sibanye-Stillwater Shares or
Dematerialised Shares with “own name” registration who have not lodged a completed form of
proxy by 08:30 (South African time) on Friday, 24 May 2019 and who wish to do so may lodge
it with the chairman of the General Meeting prior to the commencement of the voting at the
General Meeting.
(4) Sibanye-Stillwater ADS Holders are referred to “Action required by Sibanye-Stillwater
ADS Holders” section contained in the Circular, for the important dates and times relevant
to them.
Ends.
Investor relations contact:
James Wellsted
Head of Investor Relations
+27 (0) 83 453 4014
Email: ir@sibanyestillwater.com
Sponsor: J.P. Morgan Equities South Africa Proprietary Limited
FORWARD LOOKING STATEMENTS
This announcement contains forward-looking statements within the meaning of the "safe
harbour" provisions of the United States Private Securities Litigation Reform Act of 1995.
These forward-looking statements, including, among others, those relating to Lonmin’s and
Sibanye-Stillwater’s financial positions, business strategies, plans and objectives of
management for future operations, are necessarily estimates reflecting the best judgement of
the senior management and directors of Lonmin and Sibanye-Stillwater.
All statements other than statements of historical facts in this announcement may be forward-
looking statements. Forward-looking statements also often use words such as "anticipate",
"believe", "intend", "estimate", "expect" and words of similar meaning. By their nature,
forward-looking statements involve risk and uncertainty because they relate to future events
and circumstances and should be considered in light of various important factors, including
those set forth in this disclaimer. Readers are cautioned not to place undue reliance on
such statements.
The important factors that could cause Sibanye-Stillwater’s and Lonmin’s actual results,
performance or achievements to differ materially from those in the forward-looking statements
include, among others, changes in relevant government regulations, particularly
environmental, tax, health and safety regulations and new legislation affecting water,
mining, mineral rights and business ownership, including any interpretations thereof which
may be subject to dispute; economic, business, political and social conditions in the United
Kingdom, United States, South Africa, Zimbabwe and elsewhere; a further downgrade of South
Africa’s credit rating; the ability of Sibanye-Stillwater and Lonmin to comply with
requirements that they operate in a sustainable manner; the occurrence of hazards associated
with underground and surface gold, PGMs and uranium mining; the occurrence of temporary
stoppages of mines for safety incidents and unplanned maintenance; uncertainty regarding the
title to any of Sibanye-Stillwater’s properties; changes in the market price of gold, PGMs
and/or uranium; fluctuations in exchange rates, currency devaluations, inflation and other
macroeconomic monetary policies; Sibanye-Stillwater’s future business prospects; financial
positions; debt position and Sibanye-Stillwater’s ability to reduce debt leverage; plans and
objectives of management for future operations; Sibanye-Stillwater’s ability to service its
bond instruments and comply with loan and other covenants; the occurrence of labour
disruptions and industrial action; changes in assumptions underlying Sibanye-Stillwater’s
and Lonmin’s estimation of their current mineral reserves and resources; power disruption,
constraints and cost increases; the ability to hire and retain senior management or sufficient
technically skilled employees, as well as their ability to achieve sufficient representation
of historically disadvantaged South Africans in management positions; the ability to achieve
potential synergies from the Transaction; the ability to achieve anticipated efficiencies
and other cost savings in connection with past, ongoing and future acquisitions, as well as
at existing operations; the success of Sibanye-Stillwater’s and Lonmin’s business strategies,
exploration and development activities; supply chain shortages and increases in the price of
production inputs; the adequacy of insurance coverage; failure of information technology and
communications systems and data privacy issues; the outcome and consequence of any potential
or pending litigation or regulatory proceedings or other environmental, health and safety
issues; power disruptions, constraints and cost increases; any social unrest, sickness or
natural or man-made disaster at informal settlements in the vicinity of some of Lonmin's and
Sibanye-Stillwater’s operations; operating in new geographies and regulatory environments
where Sibanye-Stillwater has no previous experience; the ability to achieve steady state
production at the Blitz Project; failure to obtain the benefits of ongoing streaming
arrangements; the availability, terms and deployment of capital or credit; and the impact
of HIV, tuberculosis and other contagious diseases. These forward-looking statements speak
only as of the date of publication of this announcement. Sibanye-Stillwater and Lonmin
expressly disclaim any obligation or undertaking to update or revise any forward-looking
statement (except to the extent legally required).
Additional Information
This announcement is for information purposes only. It is not intended to and does not
constitute, or form part of, an offer, invitation or the solicitation of an offer to purchase,
otherwise acquire, subscribe for, sell or otherwise dispose of any securities (“Securities”),
or the solicitation of any vote or approval in any jurisdiction, pursuant to the Offer or
otherwise nor will there be any sale, issuance or transfer of securities in any jurisdiction
in contravention of applicable law. There can be no assurance that the Increased Offer will
proceed in a timely manner or at all. This announcement does not constitute a prospectus or
prospectus equivalent document.
The Securities referred to in this announcement have not been and will not be registered
under the US Securities Act of 1933 (the “US Securities Act”) or under the securities laws
of any state or other jurisdiction of the United States. Accordingly, the Securities may not
be offered, sold, resold, delivered, distributed or otherwise transferred, directly or
indirectly, in or into the United States absent registration under the US Securities Act or
an exemption therefrom. The Securities are expected to be issued in reliance upon the
exemption from the registration requirements of the US Securities Act provided by Section
3(a)(10) thereof.
The release, publication or distribution of this announcement in certain jurisdictions may
be restricted by law. Persons who are not resident in South Africa or the United Kingdom or
who are subject to the laws of other jurisdictions should inform themselves of, and observe,
any applicable requirements. Any failure to comply with applicable requirements may
constitute a violation of the securities law of any such jurisdiction.
No statement in this announcement is intended as a profit forecast or estimate for any period
and no statement in this announcement should be interpreted to mean that earnings or earnings
per share for Sibanye-Stillwater or Lonmin, as appropriate, for the current or future
financial years would necessarily match or exceed the historical published earnings or
earnings per share for Sibanye-Stillwater or Lonmin, as appropriate.
The statements contained in this announcement are not to be construed as legal, business,
financial or tax advice. If you are in any doubt about the contents of this announcement,
you should consult your own legal, business, financial or tax adviser for legal, business,
financial or tax advice.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Takeover Code (the “Code”), any person who is interested in 1% or
more of any class of relevant securities of an offeree company or of any securities exchange
offeror (being any offeror other than an offeror in respect of which it has been announced
that its offer is, or is likely to be, solely in cash) must make an Opening Position
Disclosure following the commencement of the offer period and, if later, following the
announcement in which any securities exchange offeror is first identified. An Opening
Position Disclosure must contain details of the person’s interests and short positions in,
and rights to subscribe for, any relevant securities of each of (i) the offeree company and
(ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom
Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business
day following the commencement of the offer period and, if appropriate, by no later than
3.30 pm (London time) on the 10th business day following the announcement in which any
securities exchange offeror is first identified. Relevant persons who deal in the relevant
securities of the offeree company or of a securities exchange offeror prior to the deadline
for making an Opening Position Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of
any class of relevant securities of the offeree company or of any securities exchange offeror
must make a Dealing Disclosure if the person deals in any relevant securities of the offeree
company or of any securities exchange offeror. A Dealing Disclosure must contain details of
the dealing concerned and of the person’s interests and short positions in, and rights to
subscribe for, any relevant securities of each of (i) the offeree company and (ii) any
securities exchange offeror, save to the extent that these details have previously been
disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must
be made by no later than 3.30 pm (London time) on the business day following the date of the
relevant dealing.
If two or more persons act together pursuant to an agreement or understanding, whether formal
or informal, to acquire or control an interest in relevant securities of an offeree company
or a securities exchange offeror, they will be deemed to be a single person for the purpose
of Rule 8.3.
Opening Position Disclosures must also be made by the offeree company and by any offeror and
Dealing Disclosures must also be made by the offeree company, by any offeror and by any
persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose relevant securities Opening
Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure
Table on the Takeover Panel’s website at http://www.thetakeoverpanel.org.uk, including
details of the number of relevant securities in issue, when the offer period commenced and
when any offeror was first identified. If you are in any doubt as to whether you are required
to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the
Takeover Panel’s Market Surveillance Unit on +44 (0)20 7638 0129.
Publication on Website
A copy of this announcement will be made available, subject to certain restrictions relating
to persons resident in restricted jurisdictions, at Sibanye-Stillwater’s website on
https://www.sibanyestillwater.com/investors/transactions/lonmin by no later than 12 noon
(London time) on the business day following the date of this announcement. For the avoidance
of doubt, the contents of this website are not incorporated into and does not form part of
this announcement.
Date: 25/04/2019 03:30:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
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