TIDMLMI
RNS Number : 5535B
Lonmin PLC
07 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 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 7 June 2019
for registration of transfers
of, Lonmin Shares on the UK Register
Last day to trade on the Johannesburg 7 June 2019
Stock Exchange in Lonmin Shares
registered on the South African
Register
Latest date and time to trade 7 June 2019
Lonmin ADSs
Disablement in CREST of Lonmin 6:00 p.m. on 7 June
Shares 2019
Scheme Record Time 6:00 p.m. on 7 June
2019
Effective Time of the Scheme after 6:00 p.m. on 7
June 2019(2)
Suspension of trading in Lonmin 7:30 a.m. on 10 June
Shares on the London Stock Exchange's 2019
Main Market for listed securities
and suspension of listing on
the Financial Conduct Authority's
Official List
Suspension of listing of Lonmin commencement of trading
Shares on the Johannesburg Stock on the JSE at 9:00 a.m.
Exchange (South African standard
time) on 10 June 2019(3)
Admission of, and commencement 9:00 a.m. (South African
of unconditional dealings in, standard time) on 10
the New Sibanye-Stillwater Shares June 2019
on the Johannesburg Stock Exchange
JSE Record Date for Underlying 5:00 p.m. (South African
SA Shareholders who hold Lonmin standard time) on 12
Shares in uncertificated form June 2019(4)
through the Strate system
New Sibanye-Stillwater Shares commencement of trading
credited to the account in the (South Africa standard
Strate system of the Computershare time) on 13 June 2019
Nominee holding New Sibanye-Stillwater
Shares on behalf of Lonmin Shareholders
on the UK Register or in certificated
form on the South African Register
Strate system / CSDP / broker commencement of trading
accounts of Underlying SA Shareholders (South Africa standard
credited / updated with New Sibanye-Stillwater time) on 13 June 2019
Shares
Delisting of Lonmin Shares on As soon as reasonably
the London Stock Exchange and practicable after 7
the Johannesburg Stock Exchange 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.
(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, 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. 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.
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 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
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
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
FURFRMMTMBAMBPL
(END) Dow Jones Newswires
June 07, 2019 07:05 ET (11:05 GMT)
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