Wrap Text
General Meeting – Voting Result
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")
General Meeting – Voting Result
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE
UNITED STATES, AUSTRALIA, CANADA OR JAPAN OR ANY OTHER JURISDICTION WHERE THE RELEASE, PUBLICATION OR
DISTRIBUTION OF THIS ANNOUNCEMENT IS NOT PERMITTED BY APPLICABLE LAW OR REGULATION. 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 (TOGETHER, THE “SECURITIES”) MUST BE
MADE ONLY ON THE BASIS OF THE INFORMATION CONTAINED IN AND INCORPORATED BY REFERENCE INTO THE
PROSPECTUS PUBLISHED BY LONMIN ON 9 NOVEMBER 2015. COPIES OF THE PROSPECTUS ARE AVAILABLE, SUBJECT TO
CERTAIN RESTRICTIONS, FROM THE REGISTERED OFFICE OF LONMIN AND ON ITS WEBSITE AT WWW.LONMIN.COM.
19 November 2015
Lonmin Plc ("Lonmin") announces that a General Meeting was held today to consider resolutions
relating to the proposed Rights Issue, the Bapo BEE Placing and the Capital Reorganisation, details of
which were set out in the notice of General Meeting included in Lonmin’s circular to shareholders
dated 2 November 2015 (the “Circular”).
The resolutions as set out below were considered by means of a poll vote and duly adopted.
Lonmin Chairman Brian Beamish said: "Lonmin is now able to carry out its detailed and carefully
structured Business Plan. I would like to thank our shareholders for their overwhelming support."
Resolution 1
The Board is empowered to subdivide each Existing Share into one Intermediate Ordinary Share of
$0.000001 and one 2015 Deferred Share of $0.999999 and subsequently consolidate the
Intermediate Ordinary Shares on the basis of a consolidation ratio of 100: 1.
Resolution 2
The Articles of Association are amended to set out the rights and restrictions attaching to the 2015
Deferred Shares.
Resolution 3
The Board is empowered to allot Shares at the nominal value of US$0.000001 up to an aggregate
nominal amount of ordinary share capital of US$9,150,129. This will enable the Board to issue and
allot Shares in connection with the Bapo BEE Placing.
Resolution 4
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The Board is authorised to exercise its power to allot up to an aggregate nominal amount of ordinary
share capital of US$400,000,000 in connection with the Rights Issue.
Resolution 5
The Board is authorised to disapply existing Shareholders' rights of pre-emption in relation to the
allotment of Shares in connection with the Rights Issue and the Bapo BEE Placing.
For the number of votes cast and for further details please see below.
(1)
Resolution Votes for % of votes Votes % of votes Total votes % of Number of
number cast against cast cast issued shares on
share which
capital votes were
(2)
voting withheld
1 280,569,864 87.92 38,532,257 12.08 319,102,121 54.37 811,625
2 280,480,074 87.92 38,525,572 12.08 319,005,646 54.35 906,363
3 283,401,842 88.85 35,551,241 11.15 318,953,083 54.34 959,409
4 280,521,906 87.92 38,558,792 12.08 319,080,698 54.37 833,863
5 280,264,261 87.88 38,636,617 12.12 318,900,878 54.34 1,013,683
(1) Votes in favour include proxy votes where the Chairman of the General Meeting was given
discretion regarding how to vote.
(2) A vote withheld is not a vote in law and is not counted in the votes for and against a
resolution.
As at close of business on 17 November 2015, the total number of Existing Shares eligible to be
voted at the General Meeting was 586,906,900.
The passing of the resolutions will enable Lonmin to proceed with the Rights Issue, the Bapo BEE
Placing and the Capital Reorganisation as described in the Circular and the Prospectus.
Definitions used in the Prospectus dated 9 November 2015 shall have the same meanings when used
in this announcement, unless the context requires otherwise.
CONTACTS
Lonmin
Tanya Chikanza (Head of Investor Relations) +27 11 218 8300 /
+44 20 7201 6007
Cardew Group
Anthony Cardew / James Clark +44 20 7930 0777
Sue Vey +27 72 644 9777
Sponsor:
J.P. Morgan Equities South Africa (Pty) Ltd
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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 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.
A copy of the Prospectus containing details of the Rights Issue is 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.
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