Wrap Text
South African corporate action information relating to the Circular published on 2 November 2015
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 : GB0031192486
("Lonmin" or the “Company”))
THIS ANNOUNCEMENT (AND THE INFORMATION CONTAINED HEREIN) IS NOT FOR RELEASE,
PUBLICATION, DISTRIBUTION OR FORWARDING, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART,
IN, INTO OR FROM AUSTRALIA, CANADA, JAPAN, THE UNITED STATES OF AMERICA OR ANY OTHER
JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF
SUCH JURISDICTION. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.
5 November 2015
South African corporate action information relating to the Circular published on 2 November 2015
(the “Circular”)
The Company's shareholders ("Shareholders") are referred to the Company's announcement dated
21 October 2015 wherein shareholders were informed that the Company intended to raise
approximately US$400 million in gross proceeds by way of a rights issue (the "Proposed Rights
Issue").
The Circular, in connection with the Proposed Rights Issue, was posted on 2 November 2015 to the
Shareholders. The Circular contains a notice convening a general meeting of the Shareholders (the
"General Meeting"). The General Meeting will be held at 11:30 a.m. (South African time) on 19
November 2015 at the Lincoln Centre, 18 Lincoln's Inn Fields, London WC2A 3ED, United Kingdom.
The procedures and timings for Shareholders to vote on the resolutions proposed at the General
Meeting are set out in the notes to the notice of the General Meeting in the Circular. The Circular is
available for viewing, subject to regulatory restrictions, on the Lonmin website at www.lonmin.com.
In order to implement the Proposed Rights Issue and the placement of Shares with the Bapo
Community in order to prevent a dilution of their shareholding in the Company post the Proposed
Rights Issue, the Company proposes to undertake a share capital reorganisation, comprising a sub-
division of its ordinary shares ("Shares") (the "Sub-division") and a subsequent consolidation of its
Shares (the "Consolidation"), as more fully set out below.
The Sub-division
The issue price of the new Shares ("New Shares") to be issued pursuant to the Proposed Rights Issue
has not yet been determined. However, given that the Shares have traded at a discount to the
US$1.00 nominal value of the Shares for a significant period of time, it is contemplated that the issue
price will need to be at a discount to the current nominal value. As a consequence, Shareholders will
be asked at the General Meeting to approve the Sub-division of each of the existing Shares of
US$1.00 nominal value into (i) one Intermediate Ordinary Share of US$0.000001 nominal value and
(ii) one 2015 Deferred Share of US$0.999999 nominal value. The 2015 Deferred Shares are being
issued solely to facilitate the reduction in the nominal value of the Shares to US$0.000001 and will
not be listed.
1
The Consolidation
In addition, whilst the number of New Shares to be issued pursuant to the Proposed Rights Issue has
also not yet been determined, in view of the amount of funds to be raised through the Proposed
Rights Issue and the prices at which Shares have traded recently, it is contemplated that a very large
number of New Shares will need to be issued under the Proposed Rights Issue. It is expected that the
number of Shares in issue following the implementation of the Proposed Rights Issue will mean that
a small movement in the share price could result in large percentage movements and considerable
volatility. In order to address this, Shareholders will be asked at the General Meeting to approve the
Consolidation of the Shares following the Sub-division which will reduce the number of Shares in
issue on the basis of a ratio which shall be disclosed in the prospectus relating to the Proposed
Rights Issue ("Prospectus"). The directors of the Company will determine the Consolidation ratio at
the timing of pricing the Proposed Rights Issue with a view to ensuring that the Consolidation results
in a share price more appropriate for the Company and more attractive to a greater number of
investors.
Further detail regarding the Capital Reorganisation is set out in the Circular.
EXPECTED TIMETABLE OF EVENTS IN SOUTH AFRICA
Each of the times and dates in the table below is indicative only and may be subject to change.
Publication of the Prospectus ................................................................................................ 9 November 2015
Announcement of Lonmin's final results for the year ended 9 November 2015
30 September 2015...............................................................................................................
11:30 a.m. on
Latest time and date for receipt of Forms of Proxy................................................................ 17 November 2015
General Meeting .................................................................................................................. 19 November 2015
11:30 a.m. on
5:00 p.m. on
Last day to trade for the Sub-division .................................................................................... 19 November 2015
9:00 a.m. on
Effective time of the Sub-division .......................................................................................... 20 November 2015
5:00 p.m. on
Record date for the Sub-division ........................................................................................... 26 November 2015
5:00 p.m. on17 December 2015
Last day to trade for the Consolidation..................................................................................
9:00 a.m. on
Effective time of the Consolidation ........................................................................................ 18 December 2015
5:00 p.m. on
Record date for the Consolidation ......................................................................................... 24 December 2015
9:00 a.m. on
Consolidated Shares credited to CSDP or broker accounts .................................................. 28 December 2015
Expected despatch of the definitive share certificates for the by 29 December 2015
Consolidated Shares .............................................................................................................
____________________
(1) References to times in this timetable are to Johannesburg time.
(2) Further details of the timetable for the Proposed Rights Issue in the United Kingdom and South Africa will be set out in the
Prospectus expected to be published, subject to the approval of the UKLA, on or around 9 November 2015 and which will be
available on the Company’s website. It is expected that the Proposed Rights Issue will be completed, and that New Shares will
be issued to Shareholders who participate in the Proposed Rights Issue, before the end of December 2015.
2
(3) The Sub-Division is a reduction in par value and the issue of an unlisted deferred share. The number of ordinary shares pre and
post the subdivision will remain the same. The ordinary shares will continue to trade under the same ISIN number
(4) On the effective date of the consolidation the ordinary shares will cease to trade under the existing ISIN number and will trade
under the new ISIN GB00BYSRJ698
ENQUIRIES
Investors / Analysts:
Lonmin
Tanya Chikanza +44 20 7201 6007
+27 11 218 8358
Media:
Cardew Group
Anthony Cardew / James Clark +44 20 7930 0777
Sue Vey +27 60 523 7953
IMPORTANT NOTICES
This announcement has been issued by, and is the sole responsibility of, Lonmin.
This announcement is not an offer to sell or a solicitation of any offer to buy the securities of
Lonmin in Australia, Canada, Japan, the United States of America or in any other jurisdiction
where such offer or sale would be unlawful or to any person to whom it would be unlawful to
make such offer or solicitation.
Greenhill & Co. International LLP (“Greenhill”), which is authorised and regulated in the United
Kingdom by the Financial Conduct Authority, is acting as financial adviser and sole sponsor for
Lonmin and no one else in connection with the Proposed Rights Issue and the Resolutions and will
not regard any other person (whether or not a recipient of this announcement) as a client in
relation to either the Proposed Rights Issue or the Resolutions and will not be responsible to
anyone other than Lonmin for providing the protections afforded to its clients nor for giving advice
in connection with either the Proposed Rights Issue, the Resolutions or any other transaction,
arrangement or matter referred to in this announcement.
Apart from the responsibilities and liabilities, if any, which may be imposed on Greenhill by the
Financial Services and Markets Act 2000 (as amended) or by the regulatory regime established
under it, neither Greenhill nor any of its affiliates accepts any responsibility whatsoever for the
contents of the information contained in this announcement or for any other statement made or
purported to be made by or on behalf of Greenhill or any of its affiliates in connection with the
Company, the Proposed Rights Issue or the Resolutions. To the fullest extent permitted by law,
Greenhill and its affiliates accordingly disclaim all and any liability, whether arising in tort, contract
or otherwise (save as referred to above) in respect of any statements or other information
contained in this announcement and no representation or warranty, express or implied, is made
by Greenhill or any of its affiliates as to the accuracy, completeness or sufficiency of the
information contained in this announcement.
The securities of Lonmin have not been and will not be registered under the US Securities Act of
1933 (the "US Securities Act"), or with any securities regulatory authority of any State or other
jurisdiction of the United States, and may not be offered, sold, resold, pledged, taken up,
exercised, renounced, or otherwise delivered, distributed or transferred, directly or indirectly, into
or within the United States except pursuant to an exemption from, or in a transaction not subject
to, the registration requirements of the US Securities Act and in compliance with any applicable
3
securities laws of any State or other jurisdiction of the United States. No public offering of
securities of Lonmin is being made in the United States.
Neither the content of the Company's website nor any website accessible by hyperlinks on the
Company's website is incorporated in, or forms part of, this announcement.
Sponsor: J.P. Morgan Equities South Africa (Pty) Ltd
4
Date: 05/11/2015 02:20:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
Sharenet Sites 
