TIDMLMI
RNS Number : 4738Z
Sibanye-Stillwater
17 May 2019
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, IN, INTO OR FROM ANY RESTRICTED JURISDICTION OR ANY
JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OF SUCH JURISDICTION
FOR IMMEDIATE RELEASE
17 May 2019
Recommended all-share offer for Lonmin plc ("Lonmin") by Sibanye
Gold Limited (trading as Sibanye-Stillwater)
("Sibanye-Stillwater")
Response to press speculation and no increase statement
On 25 April 2019, Lonmin and Sibanye-Stillwater announced that
they had reached agreement on the terms of an increased recommended
all-share offer to be made by Sibanye-Stillwater for the entire
issued and to be issued ordinary share capital of Lonmin (the
"Increased Offer"). Under the terms of the Increased Offer, Lonmin
Shareholders will be entitled to receive for each Lonmin Share one
New Sibanye-Stillwater Share.
Earlier today Sibanye-Stillwater and Lonmin jointly announced
that the Competition Appeal Court of South Africa (the "CACSA") has
dismissed the appeal by the Association of Mineworkers and
Construction Union ("AMCU") with costs, and has therefore upheld
the South African Competition Tribunal's decision of 21 November
2018, approving the Offer subject to certain specific
conditions.
Sibanye-Stillwater notes the press speculation today regarding
the terms of its Increased Offer, and, as a result and in
accordance with the UK Takeover Code, confirms that the Increased
Offer is final and will not be increased.
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 sanction by the courts of England and Wales.
Sibanye-Stillwater reserves the right to set aside the no
increase statement if a competitive situation arises under the
circumstances prescribed by Note 3 under Rule 32.2 of the UK
Takeover Code.
Defined terms used but not defined in this announcement have the
meanings set out in the Lonmin Scheme Circular.
Enquiries:
Sibanye-Stillwater
James Wellsted, SVP Investor Relations +27 10 493 6914
UBS (Financial Adviser to Sibanye-Stillwater)
+44 (0) 20 7568 8000
London: Ian Hart
Sandip Dhillon
South Africa: Gary Hudson +27 11 322 7000
HSBC (Financial Adviser to Sibanye-Stillwater)
Laurent Charbonnier +44 (0) 20 7991 8096
Qinisele Resources (Corporate Adviser
to Sibanye-Stillwater) +27 11 883 6358
Dennis Tucker
Andrew Brady
Publication of this announcement
A copy of this announcement will be made available, subject to
certain restrictions relating to persons resident in restricted
jurisdictions, on Sibanye-Stillwater's website on
https://www.sibanyestillwater.com/investors/transactions/lonmin and
by no later than 12 noon (London time) on the business day
following the date of this announcement. For the avoidance of
doubt, neither the contents of these websites nor the contents of
any website accessible from hyperlinks on these websites is
incorporated into nor forms part of this announcement.
Important notices
UBS AG, London Branch is authorised by the Prudential Regulation
Authority and regulated by the Financial Conduct Authority in the
UK and UBS South Africa (Pty) Ltd is registered with the Financial
Services Board in South Africa (collectively "UBS"). UBS is acting
exclusively as financial adviser to Sibanye-Stillwater and no one
else in connection with the Offer and shall not be responsible to
anyone other than Sibanye-Stillwater for providing the protections
afforded to clients of UBS nor for providing advice in relation to
such matters.
HSBC, which is authorised by the Prudential Regulation Authority
and regulated in the UK by the Financial Conduct Authority and the
Prudential Regulation Authority, is acting exclusively as financial
adviser to Sibanye-Stillwater and no one else in connection with
the Offer and shall not be responsible to anyone other than
Sibanye-Stillwater for providing the protections afforded to
clients of HSBC nor for providing advice in connection with the
Offer or any matter referred to herein.
Qinisele Resources is acting exclusively as corporate adviser to
Sibanye-Stillwater and no one else in connection with the Offer and
shall not be responsible to anyone other than Sibanye-Stillwater
for providing the protections afforded to clients of Qinisele
Resources nor for providing advice in connection with the Offer 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
("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.
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.
This announcement does not constitute a prospectus or prospectus
equivalent document.
This announcement has been prepared for the purpose of complying
with English law and the Takeover Code 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 of jurisdictions outside the United Kingdom.
Overseas shareholders
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 United Kingdom or who are subject to
other jurisdictions should inform themselves of, and observe, any
applicable requirements. Any failure to comply with the applicable
requirements may constitute a violation of the laws of any such
jurisdiction.
The financial information included in this announcement has been
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.
Unless otherwise determined by Sibanye-Stillwater or required by
the Takeover Code, and permitted by applicable law and regulation,
the Offer will not be made available, directly or indirectly, in,
into or from a Restricted Jurisdiction where to do so would violate
the laws in that jurisdiction and no person may vote in favour of
the offer by any such use, means, instrumentality or form within a
Restricted Jurisdiction or any other jurisdiction if to do so would
constitute a violation of the laws of that jurisdiction.
Accordingly, copies of this announcement and all documents relating
to the Offer are not being, and must not be, directly or
indirectly, mailed or otherwise forwarded, distributed or sent in,
into or from a Restricted Jurisdiction where to do so would violate
the laws in that jurisdiction, and persons receiving this
announcement and all documents relating to the Offer (including
custodians, nominees and trustees) must not mail or otherwise
distribute or send them in, into or from such jurisdictions where
to do so would violate the laws in that jurisdiction.
The availability of the Offer to Lonmin Shareholders who are not
resident in the United Kingdom may be affected by the laws of the
relevant jurisdictions in which they are resident. Persons who are
not resident in the United Kingdom should inform themselves of, and
observe, any applicable requirements.
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
Restricted Overseas Persons except pursuant to an applicable
exemption from, or in a transaction not subject to, applicable
securities laws of those jurisdictions.
Disclosure requirements of the Takeover Code
Under Rule 8.3(a) of the Code, any person who is interested in
1% or more of any class of relevant securities of an offeree
company or of any securities exchange offeror (being any offeror
other than an offeror in respect of which it has been announced
that its offer is, or is likely to be, solely in cash) must make an
Opening Position Disclosure following the commencement of the offer
period and, if later, following the announcement in which any
securities exchange offeror is first identified. An Opening
Position Disclosure must contain details of the person's interests
and short positions in, and rights to subscribe for, any relevant
securities of each of (i) the offeree company and (ii) any
securities exchange offeror(s). An Opening Position Disclosure by a
person to whom Rule 8.3(a) applies must be made by no later than
3.30 pm (London time) on the 10th business day following the
commencement of the offer period and, if appropriate, by no later
than 3.30 pm (London time) on the 10th business day following the
announcement in which any securities
exchange offeror is first identified. Relevant persons who deal
in the relevant securities of the offeree company or of a
securities exchange offeror prior to the deadline for making an
Opening Position Disclosure must instead make a Dealing
Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes,
interested in 1% or more of any class of relevant securities of the
offeree company or of any securities exchange offeror must make a
Dealing Disclosure if the person deals in any relevant securities
of the offeree company or of any securities exchange offeror. A
Dealing Disclosure must contain details of the dealing concerned
and of the person's interests and short positions in, and rights to
subscribe for, any relevant securities of each of (i) the offeree
company and (ii) any securities exchange offeror, save to the
extent that these details have previously been disclosed under Rule
8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies
must be made by no later than 3.30 pm (London time) on the business
day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a
securities exchange offeror, they will be deemed to be a single
person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and
8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Takeover Panel's website at http://www.thetakeoverpanel.org.uk,
including details of the number of relevant securities in issue,
when the offer period commenced and when any offeror was first
identified. If you are in any doubt as to whether you are required
to make an Opening Position Disclosure or a Dealing Disclosure, you
should contact the Panel's Market Surveillance Unit on +44 (0)20
7638 0129.
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
OUPSFSFMWFUSELI
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May 17, 2019 12:44 ET (16:44 GMT)
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