Wrap Text
Proposed Lonmin transaction gets unconditionally cleared by the UK Competition and Markets Authority
Sibanye Gold Limited
Trading as Sibanye-Stillwater
Incorporated in the Republic of South Africa
Registration number 2002/031431/06
Share code: SGL
ISIN – ZAE000173951
Issuer code: SGL
(“Sibanye-Stillwater” or “the Group” or “the Company”)
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART,
IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
Proposed Lonmin transaction gets unconditionally cleared by the UK
Competition and Markets Authority
Johannesburg, 28 June 2018. Sibanye-Stillwater (Tickers JSE: SGL and
NYSE: SBGL) and Lonmin Plc ("Lonmin") welcome today’s announcement
by the Competition and Markets Authority ("CMA") that it has
unconditionally cleared the proposed acquisition (the "Offer") of
Lonmin by Sibanye-Stillwater following its investigation. The CMA is
the UK authority responsible for investigating any merger that could
restrict competition.
The Offer remains subject to the satisfaction or (where applicable)
waiver of the outstanding Conditions set out in Appendix I to the
announcement of the Offer by Lonmin and Sibanye-Stillwater on 14
December 2017. Such Conditions include, amongst others, the approval
of the Offer by the South African competition authorities and the
approvals of Lonmin and Sibanye-Stillwater shareholders and the
courts of England and Wales.
Commenting on today's announcement by the CMA, Neal Froneman, CEO of
Sibanye-Stillwater, and Ben Magara, CEO of Lonmin, said: "We are
very pleased to have received the CMA's clearance, which takes us
one step closer to completion of the Offer. We remain excited about
the proposed transaction, which we consider to be in the best
interest of our stakeholders. We look forward to the combination of
the businesses creating a leading mine-to-market player with
enhanced scale and resources, able to compete more effectively".
Both Sibanye-Stillwater and Lonmin remain fully committed to the
Offer and continue to engage constructively with the South African
competition authorities with a view to obtaining clearance in South
Africa. The Offer is expected to close in the second half of this
year. A further announcement will be made in due course.
For more information on the transaction, please refer to
https://www.sibanyestillwater.com/investors/transactions/lonmin.
Contact:
Email: ir@sibanyestillwater.com
James Wellsted
Head of Investor Relations
+27 (0) 83 453 4014
Sponsor: J.P. Morgan Equities South Africa (Proprietary) Limited
Important Notices
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.
The Offer will be made solely by means 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.
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.
This announcement does not constitute a prospectus or prospectus equivalent
document. Sibanye-Stillwater will prepare the Sibanye-Stillwater Circular
to be distributed to Sibanye-Stillwater Shareholders. Lonmin will prepare
the Scheme Document to be distributed to Lonmin Shareholders. Sibanye-
Stillwater urges Lonmin Shareholders to read the Scheme Document carefully
when it becomes available because it will contain important information in
relation to the Offer, the New Sibanye-Stillwater Shares and the Enlarged
Sibanye-Stillwater Group. Sibanye-Stillwater urges Sibanye-Stillwater
Shareholders to read the Sibanye-Stillwater Circular when it becomes
available because it will contain important information in relation to the
New Sibanye-Stillwater Shares. Any vote in respect of the resolutions to be
proposed at the Court Meeting, the Lonmin General Meeting and the Sibanye-
Stillwater Shareholder Meeting to approve the Offer or the allotment and
issue of the New Sibanye-Stillwater Shares (as applicable) and related
matters, 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.
Overseas shareholders
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.
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.
In addition to any such takeover offer, Sibanye-Stillwater, certain
affiliated companies and the nominees or brokers (acting as agents) may
make certain purchases of, or arrangements to purchase, shares in Lonmin
outside such takeover offer during the period in which such takeover offer
would remain open for acceptance. If such purchases or arrangements to
purchase were to be made they would be made outside the United States and
would comply with applicable law, including the US Exchange Act. Any
information about such purchases will be disclosed as required in the UK,
will be reported to a Regulatory Information Service of the UKLA and will
be available on the London Stock Exchange website:
www.londonstockexchange.com.
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, 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 holders of Lonmin Shares
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. For the purposes of
qualifying for the exemption from the registration requirements of the US
Securities Act afforded by Section 3(a)(10), Lonmin will advise the Court
that its sanctioning of the Scheme will be relied upon by Sibanye-
Stillwater as an approval of the Scheme following a hearing on its fairness
to Lonmin Shareholders.
The receipt of New Sibanye-Stillwater Shares pursuant to the Offer by a US
Lonmin Shareholder may be a taxable transaction for US federal income tax
purposes and under applicable state and local, as well as foreign and
other, tax laws. Each Lonmin Shareholder is urged to consult his
independent professional adviser immediately regarding the tax consequences
of the Offer.
It may be difficult for US Lonmin Shareholders 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 may be residents of
countries other than the United States. US Lonmin Shareholders 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
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.
Forward-looking statements
This announcement may contain certain forward-looking statements within the
meaning of the “safe harbour” provisions of the United States Private
Securities Litigation Reform Act of 1995. All statements other than
statements of historical facts in this announcement may be forward-looking
statements. Forward-looking statements also often use words such as
“anticipate”, “believe”, “intend”, “estimate”, “expect” and words of
similar meaning.
By their nature, forward-looking statements involve risk and uncertainty
because they relate to future events and circumstances and should be
considered in light of various important factors, including those set forth
in this disclaimer. Readers are cautioned not to place undue reliance on
such statements. The important factors that could cause Sibanye-
Stillwater’s and Lonmin’s actual results, performance or achievements to
differ materially from those in the forward-looking statements include,
among others, economic, business, political and social conditions in the
United Kingdom, South Africa, Zimbabwe and elsewhere; changes in
assumptions underlying Sibanye-Stillwater’s and Lonmin’s estimation of
their current mineral reserves and resources; the ability to achieve
potential synergies from the Offer; the ability to achieve anticipated
efficiencies and other cost savings in connection with past and future
acquisitions, as well as at existing operations; the success of Sibanye-
Stillwater’s and Lonmin’s business strategies, exploration and development
activities; the ability of Sibanye-Stillwater and Lonmin to comply with
requirements that they operate in a sustainable manner; changes in the
market price of gold, PGMs and/or uranium; the occurrence of hazards
associated with underground and surface gold, PGMs and uranium mining; the
occurrence of labour disruptions and industrial action; the availability,
terms and deployment of capital or credit; changes in relevant government
regulations, particularly environmental, tax, health and safety regulations
and new legislation affecting water, mining, mineral rights and business
ownership, including any interpretations thereof which may be subject to
dispute; the outcome and consequence of any potential or pending litigation
or regulatory proceedings or other environmental, health and safety issues;
power disruptions, constraints and cost increases; supply chain shortages
and increases in the price of production inputs; fluctuations in exchange
rates, currency devaluations, inflation and other macro-economic monetary
policies; the occurrence of temporary stoppages of mines for safety
incidents and unplanned maintenance; their ability to hire and retain
senior management or sufficient technically skilled employees, as well as
their ability to achieve sufficient representation of historically
disadvantaged South Africans’ in management positions; failure of
information technology and communications systems; the adequacy of
insurance coverage; any social unrest, sickness or natural or man-made
disaster at informal settlements in the vicinity of some of Sibanye-
Stillwater’s operations; and the impact of HIV, tuberculosis and other
contagious diseases. These forward-looking statements speak only as of the
date of this announcement. Sibanye-Stillwater and Lonmin expressly disclaim
any obligation or undertaking to update or revise any forward-looking
statement (except to the extent legally required).
Publication on website and availability of hard copies
A copy of the presentation and this announcement will be (or have been)
made available subject to certain restrictions relating to persons resident
in Restricted Jurisdictions on Sibanye-Stillwater’s website at
www.sibanyestillwater.com/investors/transactions/lonmin. For the avoidance
of doubt, the contents of that website are not incorporated into and do not
form part of this announcement.
Date: 28/06/2018 08:30:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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