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SIBANYE GOLD LIMITED - Competition Appeal Court upholds the South African Competition Tribunals approval of the Lonmin Transaction

Release Date: 17/05/2019 12:03
Code(s): SGL LON     PDF:  
Wrap Text
Competition Appeal Court upholds the South African Competition Tribunal’s approval of the Lonmin Transaction

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”)

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 : GB00BYSRJ698 ("Lonmin")
LEI: 213800FGJZ2WAC6Y2L94

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY,
IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OF SUCH JURISDICTION

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION


Competition Appeal Court upholds the South African Competition Tribunal’s approval of the
Lonmin Transaction

Johannesburg, 17 May 2019. Sibanye-Stillwater (Tickers JSE: SGL and NYSE: SBGL) and
Lonmin Plc (Tickers JSE: LON and LSE: LMI) (“Lonmin”) are pleased to announce that the
Competition Appeal Court of South Africa (the “CACSA”) has today delivered its judgment
on the appeal filed with the CACSA by the Association of Mineworkers and Construction
Union (“AMCU”). The CACSA dismissed AMCU’s appeal with costs, and has therefore upheld
the South African Competition Tribunal’s decision of 21 November 2018, to approve the
Offer subject to certain specific conditions, including one minor amendment which
clarifies the measure used as part of the investigation and implementation of certain
mining projects, but does not change the overall conditions. The specific conditions were
included in the announcement by Sibanye-Stillwater on 21 November 2018 and are summarised
in the Sibanye-Stillwater Circular and the Lonmin Scheme Circular (each as defined
below).

Sibanye-Stillwater and Lonmin remain fully committed to the Offer.

Neal Froneman CEO of Sibanye-Stillwater commented: “We are pleased that the Competition
Appeal Court has upheld the decision of the Competition Tribunal. We are confident that
the integration of Lonmin’s PGM assets and Sibanye-Stillwater’s adjacent PGM operations
will ensure a more sustainable and positive future for these assets. We believe that the
Transaction continues to be in the best interest of all stakeholders."

Ben Magara, CEO of Lonmin commented: “We welcome this decision as it clears the way
towards the shareholder votes on 28 May. The combination creates a larger and more
diversified company which we believe is in the best interest of Lonmin shareholders and
other stakeholders.”

The Transaction remains subject to the satisfaction or (where applicable) waiver of the
conditions set out in the announcement of the Transaction by Lonmin and Sibanye-Stillwater
on 14 December 2017 and in the scheme circular published by Lonmin on 25 April 2019 (the
“Lonmin Scheme Circular”). Such conditions include, amongst others, the approvals of Lonmin
and Sibanye-Stillwater shareholders and the courts of England and Wales.

A circular to Sibanye-Stillwater shareholders (the “Sibanye-Stillwater Circular”) and the
Lonmin Scheme Circular, each containing notices convening the required shareholder
meetings and relevant resolutions in relation to the Transaction, were posted to the
respective shareholders on 25 April 2019. The Sibanye-Stillwater and Lonmin shareholder
meetings will each be held on Tuesday, 28 May 2019. Shareholders should see the Sibanye-
Stillwater Circular or the Lonmin Scheme Circular (as applicable) for further
information.

Defined terms used but not defined in this announcement have the meanings set out in the
Lonmin Scheme Circular.

Ends.

Sibanye-Stillwater investor relations contact:

James Wellsted
Head of Investor Relations
+27 (0) 83 453 4014
Email: ir@sibanyestillwater.com

Lonmin investor relations contact:

Tanya Chikanza
Executive Vice President: Corporate Strategy, Investor Relations and Corporate
Communications
Email: ir@lonmin.com
Tel: +27(0)83 391 2859

The person responsible for making this announcement is Tanya Chikanza, Executive Vice
President: Corporate Strategy, Investor Relations and Corporate Communication.

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 Takeover Code

Under Rule 8.3(a) of the Takeover Code (“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   and   on  Lonmin’s  website  on
www.lonmin.com/investors/sibanyestillwater-offer 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
these websites is not incorporated into and does not form part of this announcement.

Date: 17/05/2019 12:03:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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