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Update regarding Lonmin director irrevocable undertakings
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 : GB00BYSRJ698 ("Lonmin")
LEI: 213800FGJZ2WAC6Y2L94
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO
OR FROM ANY RESTRICTED JURISDICTION OR ANY JURISDICTION WHERE TO DO SO
WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
FOR IMMEDIATE RELEASE
30 January 2018
Recommended All-Share Offer for Lonmin Plc (“Lonmin”) by Sibanye Gold Limited
(trading as Sibanye-Stillwater) (“Sibanye-Stillwater”)
Update regarding Lonmin director irrevocable undertakings
On 14 December 2017, Sibanye-Stillwater announced the terms of its recommended all-share
offer for the entire issued and to be issued share capital in Lonmin (the “Offer Announcement”).
Capitalised terms used in this announcement shall, except where defined in this announcement
or where the context requires otherwise, have the meanings given to them in the Offer
Announcement.
As set out in the Offer Announcement, Sibanye-Stillwater originally received irrevocable
undertakings from those Lonmin Directors holding Lonmin Shares, being Brian Beamish, Ben
Magara, Varda Shine, Dr Len Konar and Jonathan Leslie (the “Relevant Directors”) in respect of
their entire beneficial holdings of, in aggregate, 75,498 Lonmin Shares representing
approximately 0.026698 per cent. of the existing issued ordinary share capital of Lonmin as at the
date of this announcement (the “Committed Shares”) (the “Original Irrevocable
Undertakings”).
Following the announcement by Lonmin on 22 January 2018 of its financial results for the year
ended 30 September 2017 and in accordance with the intentions of the Relevant Directors stated
in the Offer Announcement, the Original Irrevocable Undertakings have been terminated and
replaced by new irrevocable undertakings given by the Relevant Directors on 29 January 2018
(the “Revised Irrevocable Undertakings”). The Revised Irrevocable Undertakings are on
substantially the same terms as the Original Irrevocable Undertakings, save that the Relevant
Directors have additionally irrevocably undertaken to accept or procure the acceptance of an
Offer in respect of the Committed Shares in the event that the Acquisition is implemented by way
of a Takeover Offer.
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A copy of this announcement and the Revised Irrevocable Undertakings will be available, subject
to certain restrictions relating to persons resident in Restricted Jurisdictions, on Lonmin's website
at www.lonmin.com/investors/sibanye-stillwater-offer by no later than 12:00 noon (London time)
on the business day following the date of this announcement.
Enquiries:
Lonmin
Tanya Chikanza, EVP: Corporate Strategy, Investor Relations +27 11 218 8358
and Corporate Communications +44 (0) 20 3908 1073
Gleacher Shacklock (Financial Adviser to Lonmin) +44 (0) 20 7484 1150
Dominic Lee
Jan Sanders
Paul Finlayson
J.P. Morgan Cazenove (Financial Adviser and Corporate Broker +44 (0) 20 7742 4000
to Lonmin)
Michael Wentworth-Stanley
Dimitri Reading-Picopoulos
Henry Capper
Moshe Capital (Financial Adviser to Lonmin) +27 11 783 9986
Mametja Moshe
Konosoang Asare-Bediako
Cardew Group (Public Relations Adviser to Lonmin) +44 (0) 20 7930 0777
Anthony Cardew +44 7770 720 389
David Roach
Important notices
Gleacher Shacklock LLP (“Gleacher Shacklock”), which is authorised and regulated by the
Financial Conduct Authority in the United Kingdom, is acting exclusively as financial adviser to
Lonmin and no one else in connection with the Offerand will not be responsible to anyone other
than Lonmin for providing the protections afforded to clients of Gleacher Shacklock or for
providing advice in connection with the Offer or any other matter referred to herein.
J.P. Morgan Securities plc, which conducts its UK investment banking business as J.P. Morgan
Cazenove (“J.P. Morgan Cazenove”), is authorised by the Prudential Regulation Authority and
regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the
United Kingdom. J.P. Morgan Cazenove is acting exclusively as financial adviser to Lonmin and
no one else in connection with the Offer and will not regard any other person as its client in
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relation to the Offer and will not be responsible to anyone other than Lonmin for providing the
protections afforded to clients of J.P. Morgan Cazenove or its affiliates, or for providing advice in
relation to the Offer or any other matter referred to herein.
Moshe Capital, which is an Authorised Financial Services provider and regulated in South Africa
by the Financial Services Board, is acting exclusively as financial adviser to Lonmin and no one
else in connection with the Offer and shall not be responsible to anyone other than Lonmin for
providing the protections afforded to clients of Moshe Capital nor for providing advice in
connection with the Offer or any matter referred to herein.
The statements contained in this announcement are not to be construed as legal, business,
financial or tax advice.
Further 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, or the solicitation of any vote or
approval in any jurisdiction, pursuant to the Offer or otherwise, nor will there be any sale,
issuance or transfer of securities in any jurisdiction in contravention of applicable law. There can
be no assurance that the Acquisition will proceed in a timely manner or at all. This announcement
does not constitute a prospectus or prospectus equivalent document.
The Offer will be implemented solely pursuant to the terms of the Scheme Document, which,
together with the Forms of Proxy, will contain the full terms and conditions of the Offer, including
details of how to vote in respect of the Offer. Any vote in respect of the resolutions to be proposed
in connection with the Offer or the Scheme should be made only on the basis of the information
contained in the Scheme Document and, in the case of Sibanye-Stillwater Shareholders, the
Sibanye-Stillwater Circular.
This announcement has been prepared for the purpose of complying with English law and the
Takeover Code 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 jurisdictions outside the United Kingdom. The Offer will be subject to the applicable
requirements of the Takeover Code, the Panel, the London Stock Exchange, the Financial
Conduct Authority, the UKLA and the Johannesburg Stock Exchange.
Overseas investors
The release, publication or distribution of this announcement in certain jurisdictions may be
restricted by law. Persons who are not resident in the 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 Takeover Code, and
permitted by applicable law and regulation, the Offer will not be made, directly or indirectly, in,
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into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and
the Offer will not be capable of acceptance from or within a Restricted Jurisdiction. Accordingly,
copies of this announcement and all documents relating to the Offer are not being, and must not
be, directly or indirectly, mailed, transmitted 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 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 Offer 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 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 Restricted
Overseas Persons except pursuant to an applicable exemption from, or in a transaction not
subject to, applicable securities laws of those jurisdictions.
Notes to US investors
The Offer relates to shares of a UK company and is proposed to be effected by means of a
scheme of arrangement under the laws of England and Wales. A transaction effected by means
of a scheme of arrangement is not subject to proxy solicitation or tender offer rules under the US
Exchange Act. Accordingly, the Scheme is subject to the disclosure requirements, rules and
practices applicable in the United Kingdom to schemes of arrangement, which differ from the
requirements of US proxy solicitation or tender offer rules. However, if Sibanye-Stillwater were to
elect to implement the Offer by means of a takeover offer, such takeover offer will be made in
compliance with all applicable laws and regulations, including Section 14(e) of the US Exchange
Act and Regulation 14E thereunder. Such a takeover would be made in the United States by
Sibanye-Stillwater and no one else.
The New Sibanye-Stillwater Shares, which will be issued in connection with the Offer, have not
been, and will not be, registered under the US Securities Act or under the securities law of any
state, district or other jurisdiction of the United States. Accordingly, the New Sibanye-Stillwater
Shares may not be offered, sold, resold, delivered, distributed or otherwise transferred, directly or
indirectly, in or into or from the United States absent registration under the US Securities Act or
an exemption therefrom. The New Sibanye-Stillwater Shares 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. Lonmin Shareholders (whether or not US persons) who are or will be
affiliates (within the meaning of the US Securities Act) of Sibanye-Stillwater or Lonmin prior to, or
of Sibanye-Stillwater after, the Effective Date will be subject to certain US transfer restrictions
relating to the New Sibanye-Stillwater Shares received pursuant to the Scheme.
It may be difficult for US Lonmin Shareholders and Lonmin ADS holders to enforce their rights
and claims arising out of the US federal securities laws, since Sibanye-Stillwater and Lonmin are
located in countries other than the United States, and some or all of their officers and directors
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may be residents of countries other than the United States. US Lonmin Shareholders and Lonmin
ADS holders may not be able to sue a non-US company or its officers or directors in a non-US
court for violations of the US securities laws. Further, it may be difficult to compel a non-US
company and its affiliates to subject themselves to a US court’s judgment.
None of the securities referred to in this announcement have been approved or disapproved by
the SEC, any state securities commission in the United States or any other US regulatory
authority, nor have such authorities passed upon or determined the adequacy or accuracy of the
information contained in this announcement. Any representation to the contrary is a criminal
offence in the United States
Publication on website and availability of hard copies
Neither the contents of Lonmin's website nor the contents or any website accessible from
hyperlinks on Lonmin's website are incorporated into or form part of this announcement.
Lonmin Shareholders may request a hard copy of this announcement and the Revised
Irrevocable Undertakings by calling + 27 (0)14 571 2000 or +44 (0) 20 3908 1070 during London
business hours or submitting a written request to Lonmin's registered office. Lonmin Shareholders
may also request that all future documents, announcements and information to be sent to them in
relation to the Offer should be in hard copy form. No such hard copies will be sent unless so
requested.
Sponsor: J.P. Morgan Equities South Africa (Pty) Ltd
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