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LONMIN PLC - Publication of Prospectus

Release Date: 09/11/2015 17:35
Code(s): LON     PDF:  
Wrap Text
Publication of Prospectus

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")

REGULATORY RELEASE


9 November 2015


 NOT FOR RELEASE, PUBLICATION, FORWARDING OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN
 PART, IN, INTO OR WITHIN THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN OR ANY OTHER JURISDICTION
     WHERE TO DO SO WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS
                                          ANNOUNCEMENT.

  THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND DOES NOT CONSTITUTE A PROSPECTUS OR PROSPECTUS
    EQUIVALENT DOCUMENT. NOTHING HEREIN SHALL CONSTITUTE AN OFFERING OF ANY SECURITIES. ANY
     DECISION TO PURCHASE, SUBSCRIBE FOR, OTHERWISE ACQUIRE, SELL OR OTHERWISE DISPOSE OF ANY
PROVISIONAL ALLOTMENT LETTER, NIL PAID RIGHTS, FULLY PAID RIGHTS, LETTERS OF ALLOCATION AND/OR NEW
  SHARES MUST BE MADE ONLY ON THE BASIS OF THE INFORMATION CONTAINED IN AND INCORPORATED BY
  REFERENCE INTO THE PROSPECTUS, AVAILABLE FROM THE REGISTERED OFFICE OF LONMIN PLC AND ON ITS
                                  WEBSITE AT WWW.LONMIN.COM.



                                                    Lonmin Plc

                                            Publication of Prospectus

The board of Lonmin Plc (“Lonmin”) announces the publication of its prospectus (the "Prospectus") in connection
with its proposed rights issue (the “Rights Issue”), details of which were announced earlier today.

The Prospectus has been approved by the UK Listing Authority and will shortly be available for viewing, subject to
regulatory restrictions, on the Lonmin website at www.lonmin.com. A copy of the Prospectus will also be submitted
to the National Storage Mechanism and will shortly be available for inspection at www.morningstar.co.uk/uk/nsm.

Capitalised terms used but not defined shall have the meaning given to them in the Prospectus.


                                                     - ENDS -




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ENQUIRIES

Investors / Analysts:
Lonmin
Tanya Chikanza (Head of Investor Relations)         +44 207 201 6007 / +27 11 218 8358

Media:
Cardew Group
Anthony Cardew                                      +44 207 930 0777
Sue Vey                                             +27 60 523 7953

JSE Sponsor: J.P. Morgan Equities South Africa (Pty) Ltd


Notes to editors

Lonmin, which is listed on both the London Stock Exchange and the Johannesburg Stock Exchange, is one of the
world's largest primary producers of PGMs. These metals are essential for many industrial applications, especially
catalytic converters for internal combustion engine emissions, as well as their widespread use in jewellery.

Lonmin's operations are situated in the Bushveld Igneous Complex in South Africa, where nearly 80% of known
global PGM resources are located.

The Company creates value for shareholders through mining, refining and marketing PGMs and has a vertically
integrated operational structure - from mine to market. Underpinning the operations is the Shared Services function
which provides high quality levels of support and infrastructure across the operations.

For further information please visit our website: http://www.lonmin.com

SHAREHOLDER ENQUIRIES

UK Shareholders: Contact the UK Shareholder Helpline on 0371 384 2232 (from inside the United Kingdom) or +44
(0)121 415 0919 (from outside the United Kingdom). This Shareholder Helpline is available from 8.30 a.m. to 5.30
p.m. (London time) Monday to Friday (excluding English and Welsh holidays).

South African Shareholders: contact the South African Shareholder Helpline on 0861 LINKSA (0861 546572) (from
inside South Africa) or +27 861 LINKSA (+27 861 546572) (from outside South Africa). This Shareholder Helpline is
available from 8.00 a.m. to 5.00 p.m. (Johannesburg time) Monday to Friday (except public holidays).

Please note that for legal reasons, the UK Shareholder Helpline and the South African Shareholder Helpline are only
able to provide information contained in this announcement and the Prospectus relating to the Rights Issue and
information relating to Lonmin's register of members, and are unable to give advice on the merits of the Rights Issue
or provide legal, financial, tax or investment advice.




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IMPORTANT NOTICES
This announcement, and the information referred to in it, is an advertisement and not a prospectus and any decision
to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any Provisional Allotment Letter, Form of
Instruction, Nil Paid Rights, Fully Paid Rights, Letters of Allocation and/or New Shares (together, the “Securities”)
should only be made on the basis of information contained in or incorporated by reference into the Prospectus. This
announcement cannot be relied upon for any investment contract or decision.
This announcement is not intended to and does not constitute or form part of any offer or invitation to purchase or
subscribe for, or any solicitation to purchase or subscribe for, Securities or to take up any entitlements to Nil Paid
Rights in any jurisdiction.
The information contained in this announcement is not for release, publication or distribution to persons in the
United States of America or any Excluded Territory and should not be distributed, forwarded to or transmitted in or
into any jurisdiction where to do so might constitute a violation of the securities laws or regulations of such
jurisdiction. There will be no public offer of the Securities in the United States of America or any Excluded Territory.
The distribution of this announcement and/or the Prospectus and/or the Securities into jurisdictions other than the
United Kingdom may be restricted by law, and, therefore, persons into whose possession this announcement and/or
the information contained herein and/or the Prospectus and/or the Provisional Allotment Letter and/or the Form of
Instruction comes should inform themselves about and observe any such restrictions. Any failure to comply with any
such restrictions may constitute a violation of the securities laws of such jurisdiction.
The Securities have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "U.S.
Securities Act"), or under any securities laws of any state or other jurisdiction of the United States and may not be
offered, sold, pledged, taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly, within
the United States except pursuant to an applicable exemption from, or in a transaction not subject to, the registration
requirements of the U.S. Securities Act and in compliance with any applicable securities laws of any state or other
jurisdiction of the United States. The Securities have not been approved or disapproved by the United States
Securities Exchange Commission, any state securities commission in the United States or any other U.S. regulatory
authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the Rights Issue or the
accuracy or adequacy of the Prospectus. Any representation to the contrary is a criminal offence in the United States.
Accordingly, subject to certain exceptions, the Rights Issue is not being made in the United States of America and
neither this announcement, the Prospectus, the Letters of Allocation nor the Provisional Allotment Letters constitute
or will constitute an offer, or an invitation to apply for, or an offer or an invitation to subscribe for or acquire any
Securities in the United States. Subject to certain limited exceptions, Provisional Allotment Letters have not been, and
will not be, sent to, and Nil Paid Rights have not been, and will not be, credited to the CREST account of, any
Qualifying Shareholder with a registered address in or that is located in the United States of America.
This communication is for distribution only to, and directed only at, persons in member states of the European
Economic Area who are "qualified investors" within the meaning of Article 2(1)(e) of the Prospectus Directive (as
amended by Directive 2010/73/EU) ("Qualified Investors"). For the purposes of this provision, the expression
"Prospectus Directive" means Directive 2003/71/EC and includes any relevant implementing measure in each
member state of the European Economic Area which has implemented the Prospectus Directive. In addition, in the
United Kingdom, this communication is for distribution only to, and is directed only at, Qualified Investors who (i)
have professional experience in matters relating to investments who fall within the definition of "investment
professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as
amended (the "Order"), or (ii) are persons falling within Article 49(2)(a) to (d) of the Order, or (iii) are persons to
whom it may otherwise lawfully be communicated (all such persons together being referred to as "relevant persons").
Any investment or investment activity to which this communication relates is available only to and will only be
engaged in with such persons. This communication must not be acted on or relied on (i) in the United Kingdom, by
persons who are not relevant persons, and (ii) in any member state of the European Economic Area (including the
United Kingdom), by persons who are not Qualified Investors.
Each of J.P. Morgan Securities plc (which conducts its UK investment banking activities as J.P. Morgan Cazenove)
(“JPMS”) and HSBC Bank plc (“HSBC”) is authorised in the United Kingdom by the Prudential Regulation Authority (the
"PRA") and regulated in the United Kingdom by the PRA and the Financial Conduct Authority (the “FCA”). The
Standard Bank of South Africa Limited (“Standard Bank”) conducts its European investment banking activities
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through its affiliates which are authorised and regulated in the United Kingdom by the FCA. Greenhill & Co.
International LLP (“Greenhill”) is authorised and regulated in the United Kingdom by the FCA.
Each of Greenhill, J.P. Morgan Equities South Africa (Pty) Ltd, JPMS, HSBC and Standard Bank (together, the “Banks”)
is acting solely for Lonmin and no one else in connection with the Rights Issue and will not regard any other person
(whether or not a recipient of this announcement) as a client in relation to the Rights Issue and will not be responsible
to anyone other than Lonmin for providing the protections afforded to their respective clients nor for giving advice in
connection with the Rights Issue 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 the Banks by the Financial Services and
Markets Act 2000 (as amended) or the regulatory regime established thereunder or otherwise under law, none of the
Banks accept any responsibility or liability whatsoever for the contents of this announcement, and no representation
or warranty, express or implied, is made by any of the Banks in relation to the contents of this announcement (or
whether any information has been omitted from this announcement), including its accuracy, completeness or
verification or regarding the legality of any investment in the Securities or any other information relating to the
Company, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for
any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection
herewith, by any person under the laws applicable to such person or for any other statement made or purported to
be made by it, or on its behalf, in connection with the Company, the Securities and the Rights Issue, and nothing in
this announcement is, or shall be relied upon as, a promise or representation in this respect, whether as to the past or
the future. To the fullest extent permissible each Bank accordingly disclaims all and any responsibility or liability
whether arising in tort, contract or otherwise (save as referred to above) which it might otherwise have in respect of
this announcement.
The information contained in this announcement is for background purposes only and does not purport to be full or
complete. No reliance may be placed for any purpose on the information contained in this announcement or its
accuracy or completeness. The information in this announcement is subject to change. Nothing in this announcement
should be interpreted as a term or condition of the Rights Issue.
A copy of the Prospectus containing details of the Rights Issue will be available from the registered office of the
Company and on the Company's website at www.lonmin.com provided that the Prospectus will not, subject to certain
exceptions, be available (whether through the website or otherwise) to Shareholders in the United States or any
Excluded Territories.
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.
This announcement does not constitute a recommendation concerning any investor's options with respect to the
Rights Issue. The price and value of securities can go down as well as up. Past performance is not a guide to future
performance. The contents of this announcement are not to be construed as legal, business, financial or tax advice.
Each Shareholder or prospective investor should consult his, her or its own legal adviser, business adviser, financial
adviser or tax adviser for legal, financial, business or tax advice.
No person has been authorised to give any information or to make any representations other than those contained in
this announcement and, if given or made, such information or representations must not be relied on as having been
authorised by the Company, any of the Banks or any other person. Subject to the Listing Rules, the Prospectus Rules
and the Disclosure and Transparency Rules, the issue of this announcement shall not, in any circumstances, create
any implication that there has been no change in the affairs of the Group since the date of this announcement or that
the information in it is correct as at any subsequent date.
This announcement has been prepared for the purposes of complying with applicable law and regulation in the
United Kingdom 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 any jurisdiction outside of the
United Kingdom.
In connection with the Rights Issue, HSBC, JPMS and Standard Bank (together, the “Joint Bookrunners”) and any of
their affiliates, may take up a portion of the Nil Paid Rights, Fully Paid Rights, Letters of Allocation or New Shares in
the Rights Issue as a principal position and in that capacity may retain, purchase, sell, offer to sell for their own
accounts such Nil Paid Rights, Fully Paid Rights, Letters of Allocation or New Shares and other securities of the
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Company or related investments in connection with the Rights Issue or otherwise. Accordingly, references in the
Prospects, to the Securities being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as
including any issue or offer to, or subscription, acquisition, placing or dealing by, the Joint Bookrunners and any of
their affiliates acting as investors for their own accounts. The Joint Bookrunners do not intend to disclose the extent
of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do
so.
This announcement, and the information referred to in it, includes forward-looking statements. All statements other
than statements of historical fact included in this announcement and the information referred to in it, including
without limitation those regarding Lonmin's plans, objectives and expected performance, are forward-looking
statements. Lonmin has based these forward-looking statements on its current expectations and projections about
future events, including numerous assumptions regarding its present and future business strategies, operations, and
the environment in which it will operate in the future. Forward-looking statements generally can be identified by the
use of forward-looking terminology such as "may", "will", "could", "would", "expect", "intend", "estimate",
"anticipate", "believe", "plan", "aim" or "continue", or, in each case, their negative, or other variations or comparable
terminology. Such forward-looking statements involve known and unknown risks, uncertainties, assumptions and
other factors related to Lonmin, including, among other factors: (1) material adverse changes in economic conditions
generally or in relevant markets or industries in particular; (2) fluctuations in demand and pricing in the mineral
resource industry and fluctuations in exchange rates; (3) future regulatory and legislative actions and conditions
affecting Lonmin's operating areas; (4) obtaining and retaining skilled workers and key executives; and (5) acts of war
and terrorism. By their nature, forward-looking statements involve risks, uncertainties and assumptions and many
relate to factors which are beyond Lonmin's control, such as future market conditions and the behaviour of other
market participants. Actual results may differ materially from those expressed in forward-looking statements. Given
these risks, uncertainties, and assumptions, you are cautioned not to put undue reliance on any forward-looking
statements. In addition, the inclusion of such forward-looking statements should under no circumstances be regarded
as a representation by Lonmin that Lonmin will achieve any results set out in such statements or that the underlying
assumptions used will in fact be the case. Other than as required by applicable law or the applicable rules of any
exchange on which Lonmin's securities may be listed, Lonmin has no intention or obligation to update or revise any
forward-looking statements included in this announcement after the publication of this announcement.




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