TIDMLMI TIDMTTM
RNS Number : 5956B
Lonmin PLC
10 June 2019
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
RECOMMED 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 BECOMES EFFECTIVE
Earlier today, 7 June 2019, Lonmin announced that the Court had
sanctioned the Scheme implementing the acquisition of Lonmin by
Sibanye-Stillwater (the "Transaction"). Lonmin is pleased to
announce that, following the delivery by Lonmin of a copy of the
Court Order to the Registrar of Companies, the Scheme has now
become Effective in accordance with its terms and the entire issued
and to be issued ordinary share capital of Lonmin is now owned by
Sibanye-Stillwater.
Settlement of the New Sibanye-Stillwater Shares and crediting of
the New Sibanye-Shares to accounts in the Strate system
Lonmin Shareholders on the Lonmin Register of Members at the
Scheme Record Time, being 6:00 p.m. (London time) today, 7 June
2019, will receive one New Sibanye-Stillwater Share for each Lonmin
Share held. As set out in the Scheme Circular:
-- for Lonmin Shareholders on Lonmin's UK Register, or on
Lonmin's South African Register holding Lonmin Shares in
certificated form, the New Sibanye-Stillwater Shares will be
credited to the account in the Strate system of the Computershare
Nominee (who will hold the New Sibanye-Stillwater Shares on behalf
of such Lonmin Shareholders) upon the commencement of trading
(South African standard time) on 13 June 2019; and
-- for Lonmin Shareholders holding an entitlement to Lonmin
Shares in uncertificated form in the Strate system, the New
Sibanye-Stillwater Shares will be credited to Strate
system/CSDP/Broker accounts upon the commencement of trading (South
African standard time) on 13 June 2019.
Admission of the New Sibanye-Stillwater Shares; suspension and
cancellation of Lonmin's listings
Applications have been made to the Johannesburg Stock Exchange,
the Financial Conduct Authority and the London Stock Exchange (as
applicable) in relation to:
(i) the admission of 290,394,531 New Sibanye-Stillwater Shares
to listing on the Johannesburg Stock Exchange, which is expected to
take place at 9:00 a.m. (South African standard time) on 10 June
2019; and
(ii) the suspension and cancellation of Lonmin's listing on the
Financial Conduct Authority's Official List and the trading of
Lonmin Shares on the London Stock Exchange's Main Market for listed
securities, such suspension being expected to take place from 7:30
a.m. (London time) on 10 June 2019 and such cancellation to take
place in due course. A further announcement will be made when
appropriate.
Lonmin further announces that:
(i) the listing of and dealings in Lonmin Shares on the Main
Board of the Johannesburg Stock Exchange will be suspended with
effect from the commencement of trading on the Johannesburg Stock
Exchange at 9:00 a.m. (South African standard time) on 10 June
2019;
(ii) the listing of Lonmin Shares on the Main Board of the
Johannesburg Stock Exchange and the admission of Lonmin Shares on
the Main Board of the Johannesburg Stock Exchange are each expected
to be cancelled in due course and a further announcement will be
made when appropriate.
Upon the issuance of the New Sibanye-Stillwater Shares,
Sibanye-Stillwater will have in issue 2,670,029,252 ordinary shares
of no par value.
Resignations and appointments of Lonmin Directors
Lonmin also announces that each of the following Directors of
Lonmin have tendered their resignations, which have taken effect
from the Effective Time of the Scheme:
-- Brian Beamish (Non-executive Chairman);
-- Jonathan Leslie (Senior Independent Non-executive Director);
-- Kennedy Bungane (Non-executive Director);
-- Gillian Fairfield (Independent Non-executive Director);
-- Sizwe Nkosi (Non-executive Director); and
-- Varda Shine (Independent Non-executive Director).
In addition, each of the following persons have been appointed
as executive Directors of Lonmin with effect from the Effective
Time of the Scheme:
-- Charl Keyter, Chief Financial Officer, Sibanye-Stillwater; and
-- Richard Stewart, Executive Vice President: Head of Business
Development, Sibanye-Stillwater.
There are no matters in respect of Mr Keyter or Mr Stewart
requiring disclosure under Listing Rule 9.6.13.
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, Investor Relations +27 (0) 83 391 2859
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 to Lonmin) +44 (0) 20 7742 4000
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
Tom Allison
Emma Crawshaw +44 (0) 20 7930 0777
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
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. 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 will be 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.
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 has 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 was 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.
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).
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).
JSE Sponsor: J.P. Morgan Equities South Africa (Pty) Ltd
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
OUPFDLLBKQFLBBL
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June 10, 2019 02:00 ET (06:00 GMT)
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