Wrap Text
Sanction of the scheme
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
FOR IMMEDIATE RELEASE
7 June 2019
RECOMMENDED ALL-SHARE OFFER
for
Lonmin Plc (“Lonmin”)
by
Sibanye Gold Limited (trading as Sibanye-Stillwater) (“Sibanye-Stillwater”)
to be effected by means of a scheme of arrangement
under Part 26 of the UK Companies Act 2006
SCHEME SANCTIONED BY COURT AND TIMETABLE
Further to the announcement by Lonmin on 28 May 2019, Lonmin is pleased to announce that the
Court has today sanctioned the Scheme by which the recommended offer by Sibanye-Stillwater for
the entire issued and to be issued ordinary share capital of Lonmin (the "Transaction") is being
implemented.
The expected timetable of principal events in relation to the Transaction and the Scheme is set out
below. In particular, the Scheme will become Effective upon a copy of the Court Order being
delivered to the Registrar of Companies, which is expected to take place after 6:00 p.m. today, 7
June 2019.
Event Expected Time and/or date(1)
Last day of dealings in, and for registration of 7 June 2019
transfers of, Lonmin Shares on the UK Register
Last day to trade on the Johannesburg Stock 7 June 2019
Exchange in Lonmin Shares registered on the
South African Register
Latest date and time to trade Lonmin ADSs 7 June 2019
Disablement in CREST of Lonmin Shares 6:00 p.m. on 7 June 2019
Scheme Record Time 6:00 p.m. on 7 June 2019
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Effective Time of the Scheme after 6:00 p.m. on 7 June 2019(2)
Suspension of trading in Lonmin Shares on the 7:30 a.m. on 10 June 2019
London Stock Exchange’s Main Market for listed
securities and suspension of listing on the
Financial Conduct Authority’s Official List
Suspension of listing of Lonmin Shares on the commencement of trading on the
Johannesburg Stock Exchange JSE at 9:00 a.m. (South African
standard time) on 10 June 2019(3)
Admission of, and commencement of 9:00 a.m. (South African standard
unconditional dealings in, the New Sibanye- time) on 10 June 2019
Stillwater Shares on the Johannesburg Stock
Exchange
JSE Record Date for Underlying SA Shareholders 5:00 p.m. (South African standard
who hold Lonmin Shares in uncertificated form time) on 12 June 2019(4)
through the Strate system
New Sibanye-Stillwater Shares credited to the commencement of trading (South
account in the Strate system of the Africa standard time) on 13 June
Computershare Nominee holding New Sibanye- 2019
Stillwater Shares on behalf of Lonmin
Shareholders on the UK Register or in certificated
form on the South African Register
Strate system / CSDP / broker accounts of commencement of trading (South
Underlying SA Shareholders credited / updated Africa standard time) on 13 June
with New Sibanye-Stillwater Shares 2019
Delisting of Lonmin Shares on the London Stock As soon as reasonably
Exchange and the Johannesburg Stock Exchange practicable after 7 June 2019(5)
Longstop Date 30 June 2019(6)
Notes:
(1) The dates and times given are indicative only and are based on current expectations and may be subject to
change. References to times are to UK time unless otherwise stated. If any of the times and/or dates above
change, the revised times and/or dates will be announced via a Regulatory Information Service, on SENS and in
the usual South African business newspapers for announcements of this nature.
(2) The “Effective Date” and the “Effective Time” of the Scheme is the date and time, respectively, on which the
Scheme becomes Effective pursuant to its terms and will be on delivery of the Scheme Court Order approving
the Scheme to the Registrar of Companies in the UK. The Scheme Court Order approving the Scheme is
expected to be delivered to the Registrar of Companies in the UK following the suspension of trading in Lonmin
Shares on the London Stock Exchange and the Scheme Record Time on 7 June 2019, at which time and date
the Scheme will become Effective (i.e. the Effective Time and the Effective Date, respectively). The events which
are stated as occurring on subsequent dates, including the crediting of CREST system account and Strate
system/CSDP accounts, are conditional on the Effective Date and operate by reference to this time.
(3) Lonmin Shares on the South African Register cannot be dematerialised or rematerialised from the
commencement of trade on the date that Lonmin Shares are suspended from listing on the Johannesburg Stock
Exchange.
(4) The JSE Record Date is the record date for Underlying SA Shareholders who hold Lonmin Shares in
uncertificated form in the Strate system. Beneficial entitlements to New Sibanye-Stillwater Shares will be credited
to the Strate system/CSDP accounts of such Underlying SA Shareholders on 13 June 2019. The timetable for
Underlying SA Shareholders who hold Lonmin Shares in uncertificated form in the Strate system has been
aligned to the timetable applicable to Lonmin Shareholders who hold Lonmin Shares on the UK Register to
enable such Underlying SA Shareholders to continue to deal in their Lonmin Shares, with the last day of trading
Lonmin Shares being the same for the London Stock Exchange and the Johannesburg Stock Exchange.
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(5) The delisting of the Lonmin Shares on the London Stock Exchange and on the Johannesburg Stock Exchange
shall only occur after Sibanye-Stillwater has acquired full title to the Lonmin Shares (i.e. once the Scheme has
become effective in accordance with its terms and the Lonmin Register of Members is updated to reflect
Sibanye-Stillwater as the Holder of the Lonmin Shares). Accordingly, this timing is subject to change.
(6) This is the latest date by which the Scheme may become Effective. However, the Longstop Date may be
extended to such later date as may be agreed in writing by Lonmin and Sibanye-Stillwater (with the Panel’s
consent and as the Court may approve (if such approval(s) are required)). On 15 January 2019, Sibanye-
Stillwater and Lonmin entered into an amendment agreement to the Co-operation Agreement under which the
Longstop Date was amended from 28 February 2019 to 30 June 2019.
Capitalised terms used in this announcement (unless otherwise defined) have the same meanings
as set out in the scheme circular dated 25 April 2019 (the "Scheme Circular").
ENQUIRIES
Lonmin
Tanya Chikanza, Executive Vice President: Corporate Strategy, +27 (0) 83 391 2859
Investor Relations and Corporate Communications +44 (0) 20 3908 1073
Gleacher Shacklock (Financial Adviser to Lonmin) +44 (0) 20 7484 1150
Dominic Lee
Jan Sanders
Jeremy Stamper
J.P. Morgan Cazenove (Financial Adviser and Corporate Broker +44 (0) 20 7742 4000
to Lonmin)
Michael Wentworth-Stanley
Dimitri Reading-Picopoulos
Henry Capper
Moshe Capital (Financial Adviser to Lonmin) +27 11 783 9986
Mametja Moshe
Konosoang Asare-Bediako
Cardew Group (Communications Adviser to Lonmin)
Anthony Cardew +44 (0) 20 7930 0777
Tom Allison
Emma Crawshaw
The person responsible for making this announcement is Tanya Chikanza, Executive Vice
President: Corporate Strategy, Investor Relations and Corporate Communication
IMPORTANT NOTICES
Gleacher Shacklock LLP ("Gleacher Shacklock"), which is authorised and regulated by the Financial
Conduct Authority in the United Kingdom, is acting exclusively as financial adviser to Lonmin and no one else
in connection with the Transaction and will not be responsible to anyone other than Lonmin for providing the
11/56063561_4 3
protections afforded to clients of Gleacher Shacklock or for providing advice in connection with the
Transaction or any other matter referred to herein.
J.P. Morgan Securities plc, which conducts its UK investment banking business as J.P. Morgan Cazenove
("J.P. Morgan Cazenove"), is authorised by the Prudential Regulation Authority and regulated by the
Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom. J.P. Morgan
Cazenove is acting exclusively as financial adviser to Lonmin and no one else in connection with the
Transaction and will not regard any other person as its client in relation to the Transaction and will not be
responsible to anyone other than Lonmin for providing the protections afforded to clients of J.P. Morgan
Cazenove or its affiliates, or for providing advice in relation to the Transaction or any other matter referred to
herein.
Moshe Capital Proprietary Limited (“Moshe Capital”), which is an authorised financial services provider and
regulated in South Africa by the Financial Sector Conduct Authority, is acting exclusively as financial adviser
to Lonmin and no one else in connection with the Transaction and shall not be responsible to anyone other
than Lonmin for providing the protections afforded to clients of Moshe Capital nor for providing advice in
connection with the Transaction or any matter referred to herein.
FURTHER 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, or the solicitation of any vote or approval in any jurisdiction, pursuant to
the Transaction 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 Transaction will proceed in a timely
manner or at all. This announcement does not constitute a prospectus or prospectus equivalent document.
This announcement has been prepared for the purpose of complying with English law, the Takeover Code and
the Listing Rules 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 and regulations of jurisdictions outside
the United Kingdom. The Transaction is subject to the applicable requirements of the Takeover Code, the
Panel, the London Stock Exchange, the Financial Conduct Authority and the Johannesburg Stock Exchange.
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.
OVERSEAS INVESTORS
The availability of the New Sibanye-Stillwater Shares in, and the release, publication or distribution of this
announcement in or into certain jurisdictions other than the United Kingdom, South Africa or the United States
may be restricted by law. Persons who are not resident in the United Kingdom, South Africa or the United
States or who are subject to other jurisdictions should inform themselves of, and observe, any applicable
requirements. Lonmin Shareholders or Underlying SA Shareholders who are in any doubt regarding such
matters should consult an appropriate independent adviser in the relevant jurisdiction without delay. Any
failure to comply with the applicable requirements may constitute a violation of the laws of any such
jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the
Transaction disclaim any responsibility or liability for the violation of such requirements by any person.
The New Sibanye-Stillwater Shares may not be offered, sold or delivered, directly or indirectly, in, into or from
any Restricted Jurisdiction or to, or for the account or benefit of, any person resident in, or nationals or citizens
of, a Restricted Jurisdiction or who are nominees or custodians, trustees or guardians for, citizens, residents
or nationals of such Restricted Jurisdiction except pursuant to an applicable exemption from, or in a
transaction not subject to, applicable securities laws of those jurisdictions.
The Transaction is subject to, among other things, the applicable requirements of the Takeover Code, the
Panel, the London Stock Exchange, the Financial Conduct Authority and the Johannesburg Stock Exchange.
It is the responsibility of any person into whose possession this announcement comes to satisfy themselves as
to the full observance of the laws of the relevant jurisdiction in connection with the issue of New Sibanye-
Stillwater Shares following the Effective Date, including the obtaining of any governmental, exchange control
or other consents which may be required and/or compliance with other necessary formalities which are
required to be observed and the payment of any issue, transfer or other taxes or levies due in such
jurisdiction.
Overseas Shareholders should consult their own legal and tax advisers with respect to the legal and tax
consequences of the Scheme in their particular circumstances.
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NOTES TO US INVESTORS
The New Sibanye-Stillwater Shares, which will be issued in connection with the Scheme, have not been, and
will not be, registered under the US Securities Act or under the securities law of any state, district or other
jurisdiction of the United States. Accordingly, the New Sibanye-Stillwater Shares may not be offered, sold,
resold, delivered, distributed or otherwise transferred, directly or indirectly, in or into or from the United States
absent registration under the US Securities Act or an exemption therefrom. The New Sibanye-Stillwater
Shares 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. Lonmin Shareholders (whether or not US persons) who
are or will be affiliates (within the meaning of the US Securities Act) of Sibanye-Stillwater or Lonmin prior to, or
of Sibanye-Stillwater after, the Effective Date will be subject to certain US transfer restrictions relating to the
New Sibanye-Stillwater Shares received pursuant to the Scheme.
For the purposes of qualifying for the exemption from the registration requirements of the US Securities Act
afforded by Section 3(a)(10), Lonmin had advised the Court through counsel that its sanctioning of the
Scheme would be relied upon by Sibanye-Stillwater as an approval of the Scheme following a hearing on its
fairness to Lonmin Shareholders.
None of the securities referred to in this announcement have been approved or disapproved by the US
Securities and Exchange Commission, any state securities commission in the United States or any other US
regulatory authority, nor have such authorities passed upon or determined the adequacy or accuracy of the
information contained in this announcement. Any representation to the contrary is a criminal offence in the
United States.
The Transaction relates to shares of a company incorporated in England and Wales and is proposed to be
effected by means of a scheme of arrangement under the laws of England and Wales. A transaction effected
by means of a scheme of arrangement is not subject to proxy solicitation or tender offer rules under the US
Exchange Act. Accordingly, the Scheme is subject to the disclosure requirements, rules and practices
applicable in the United Kingdom to schemes of arrangement, which differ from the requirements of US proxy
solicitation or tender offer rules. However, if Sibanye-Stillwater were to elect to implement the Transaction by
means of a takeover offer, such takeover offer will be made in compliance with all applicable laws and
regulations, including Section 14(e) of the US Exchange Act and Regulation 14E thereunder. Such a takeover
would be made in the United States by Sibanye-Stillwater and nowhere else. In addition to any such takeover
offer, Sibanye-Stillwater, certain affiliated companies and the nominees or brokers (acting as agents) may
make certain purchases of, or arrangements to purchase, Lonmin Shares outside such takeover offer during
the period in which such takeover offer would remain open for acceptance. If such purchases or arrangements
to purchase were to be made, they would be made outside the United States and would comply with
applicable law, including the US Exchange Act. Any information about such purchases will be disclosed as
required in the United Kingdom, will be reported to a Regulatory Information Service of the Financial Conduct
Authority and will be available on the London Stock Exchange website: www.londonstockexchange.com.
The financial information included in documents relating to the Transaction were prepared in accordance with
accounting standards applicable in the United Kingdom and South Africa and thus may not be comparable to
financial information of US companies or companies whose financial statements are prepared in accordance
with generally accepted accounting principles in the United States.
The receipt of New Sibanye-Stillwater Shares pursuant to the Scheme by a US Lonmin Shareholder may be a
taxable transaction for US federal income tax purposes and under applicable state and local, as well as
foreign and other, tax laws. Each US Lonmin Shareholder is urged to consult his/her independent professional
adviser immediately regarding the tax consequences of the Transaction.
It may be difficult for US Lonmin Shareholders and Lonmin ADS Holders to enforce their rights and claims
arising out of the US federal securities laws, since Sibanye-Stillwater and Lonmin are located in countries
other than the United States, and some or all of their officers and directors may be residents of countries other
than the United States. US Lonmin Shareholders and Lonmin ADS Holders may not be able to sue a non-US
company or its officers or directors in a non-US court for violations of the US securities laws. Further, it may
be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgment.
DEALING DISCLOSURE REQUIREMENTS OF THE TAKEOVER CODE
Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1 per cent. 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 (UK time) on the
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tenth business day following the commencement of the offer period and, if appropriate, by no later than 3.30
pm (UK time) on the tenth 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 Takeover Code, any person who is, or becomes, interested in 1 per cent 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(s), 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 (UK 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 Panel’s
website at 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. You should contact the Panel’s Market
Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an
Opening Position Disclosure or a Dealing Disclosure.
FORWARD-LOOKING STATEMENTS
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
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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).
PUBLICATION OF THIS ANNOUNCEMENT
A copy of this announcement will be made available, subject to certain restrictions relating to persons resident
in or subject to the laws and/or regulations of, a Restricted Jurisdiction where the extension or availability of
the proposal would breach any applicable law, on Sibanye-Stillwater's and Lonmin's websites at
www.sibanyestillwater.com/investors/transactions/lonmin and www.lonmin.com/investors/sibanye-stillwater-
offer, respectively, by no later than 12 noon on the UK business day following publication of this
announcement.
For the avoidance of doubt, neither the contents of those websites nor the contents of any website accessible
from hyperlinks on those websites (or any other websites referred to in this announcement) are incorporated
into, or form part of, this announcement unless otherwise stated.
Lonmin Shareholders, Underlying SA Shareholders and other persons with information rights may, subject to
applicable securities laws, request a hard copy of the document by contacting the relevant Lonmin Registrar
(being either Equiniti, the UK Registrar, at Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA,
United Kingdom or Link Market Services, the South African Registrar, at P.O. Box 4844, Johannesburg, 2000,
South Africa).
TIME
All times shown in this announcement are references to UK times, unless otherwise stated.
JSE Sponsor: J.P. Morgan Equities South Africa (Pty) Ltd
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Date: 07/06/2019 01:05:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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