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LONMIN PLC - Completion of rights issue and placing of shares not taken up

Release Date: 14/12/2015 07:20
Code(s): LON     PDF:  
Wrap Text
Completion of rights issue and placing of shares not taken up

Lonmin Plc 
(Incorporated in England and Wales)
(Registered in the Republic of South Africa under registration number 1969/000015/10)
JSE code: LON & LONN
Issuer Code: LOLMI & ISIN : GB0031192486 ("Lonmin")

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 EXCEPTIONS, FROM THE REGISTERED OFFICE OF LONMIN AND ON ITS WEBSITE AT
WWW.LONMIN.COM.

14 December 2015

COMPLETION OF RIGHTS ISSUE AND PLACING OF SHARES NOT TAKEN UP

On 11 December 2015, Lonmin Plc ("Lonmin" or "the Company") announced that, as at 11.00
a.m. (London time) and 12.00 p.m. (Johannesburg time) on 10 December 2015, being the latest
date of receipt of valid acceptances, it had received valid acceptances in respect of
19,150,556,428 New Shares, representing approximately 70.93 per cent of the total number of
New Shares offered to Qualifying Shareholders, pursuant to the Rights Issue announced by the
Company on 9 November 2015.

Lonmin confirms that HSBC, J.P. Morgan Cazenove and Standard Bank have procured
subscribers for 6,814,614,094 New Shares for which valid acceptances were not received at a
price of 1.00 pence per share or ZAR0.214. The balance of 1,032,546,878 New Shares
(representing approximately 3.82 per cent of the total number of New Shares offered) has been
subscribed by HSBC, J.P. Morgan Cazenove and Standard Bank as underwriters pursuant to
the Underwriting Agreement and sub-underwriters pursuant to their sub-underwriting
arrangements with HSBC, J.P. Morgan Cazenove and Standard Bank.

There are no net proceeds from the sale of these New Shares, after deduction of the UK Issue
Price of 1.00 pence per New Share, to be paid to the relevant holder of the Rights at the time
they lapsed.

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


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 (except bank
holidays).

South African Shareholders: contact the South African Shareholder Helpline on 0861 546 572
(from inside South Africa) or +27 861 546 572 (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 or the
prospectus relating to the Rights Issue (when published) 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.


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.

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 through its
affiliates which are authorised and regulated in the United Kingdom by the FCA.

Each of 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.

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.

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.


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

Date: 14/12/2015 07:20:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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