Wrap Text
Sibanye-Stillwater’s acquisition of Lonmin – Scheme becomes Effective
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”)
Sibanye-Stillwater’s acquisition of Lonmin – Scheme becomes Effective
Johannesburg, 10 June 2019: Sibanye-Stillwater (Tickers JSE: SGL and NYSE: SBGL) is
pleased to note Lonmin’s announcement that the Scheme implementing the acquisition of
Lonmin plc (“Lonmin”) has become Effective in accordance with its terms. Accordingly,
the entire issued and to be issued ordinary share capital of Lonmin is now owned by
Sibanye-Stillwater.
Lonmin Shareholders on the register at the Scheme Record Time, being 6.00 p.m. (London
time), 7 June 2019, will receive one New Sibanye-Stillwater Share for each Lonmin Share
held.
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.
The final principal steps to be effected in connection with the Transaction are as
follows:
- 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:
- for Lonmin Shareholders on Lonmin’s UK Register, or 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.
- 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. The listing and admission of Lonmin Shares on the Main Board of the Johannesburg
Stock Exchange are expected to be cancelled in due course and a further announcement
will be made when appropriate;
- the suspension 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 is expected to take place from 7.30 a.m. (London time) on 10 June
2019. The 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 is expected to take place in due course and a further
announcement will be made when appropriate; and
- all non-executive directors of Lonmin have tendered their resignations with effect
from the Effective Time of the Scheme.
Capitalised terms used in this announcement (unless otherwise defined) have the same
meanings as set out in the scheme circular published by Lonmin dated 25 April 2019.
For more information on the Transaction, please refer to
https://www.sibanyestillwater.com/investors/transactions/lonmin.
Ends.
Contact:
Email: ir@sibanyestillwater.com
James Wellsted
Head of Investor Relations
+27 (0) 83 453 4014
Sponsor: J.P. Morgan Equities South Africa (Proprietary) Limited
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 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.
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.
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.
Unless otherwise determined by Sibanye-Stillwater or required by the City Code on Takeovers and
Mergers (the “Code”), and permitted by applicable law and regulation, the Transaction will not
be made available, directly or indirectly, in, into or from a Restricted Jurisdiction (as defined
in the Scheme Document) where to do so would violate the laws in that jurisdiction. Accordingly,
copies of this announcement and all documents relating to the Transaction 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 Increased 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 Transaction 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 (as defined in the Lonmin Scheme Document) 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 Lonmin Shareholder in a Restricted Jurisdiction except
pursuant to an applicable exemption from, or in a transaction not subject to, applicable
securities laws of those jurisdictions.
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 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 and Lonmin’s websites on
https://www.sibanyestillwater.com/investors/transactions/lonmin and
www.lonmin.com/investors/sibanye-stillwater-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 this website are not incorporated into and does not form part of this announcement.
Date: 10/06/2019 07:05:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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