Wrap Text
SA Competition Tribunal approves the Transaction with Sibanye-Stillwater subject to agreed conditions
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 No: 213800FGJZ2WAC6Y2L94
REGULATORY RELEASE
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR
FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH
JURISDICTION
Date of release on the JSE: 22 November 2018
SA Competition Tribunal approves the Transaction with Sibanye-Stillwater subject to agreed conditions
Johannesburg, 21 November 2018. Lonmin is pleased to note the announcements made by the South African
Competition Tribunal (“the Tribunal”), approving the proposed acquisition of Lonmin by Sibanye-Stillwater (the
"Transaction"), subject to agreed conditions, and the subsequent announcement made by Sibanye-Stillwater.
Ben Magara, CEO of Lonmin, commented: "We are pleased by the Tribunal’s decision to approve the Transaction
with Sibanye-Stillwater. Despite our enviable mine to market operations and our positive Q4 performance, the
fundamental challenges the company faces as a standalone business remain. Consolidation provides a sustainable
solution to the industry’s challenges. Consequently, we firmly believe that the Transaction is in the best interests of
Lonmin shareholders and all other stakeholders of Lonmin, providing the company with a comprehensive and more
certain solution."
The Transaction remains subject to the approvals of Sibanye-Stillwater and Lonmin shareholders and the sanction of
the UK court. Sibanye-Stillwater and Lonmin now intend to proceed with the process for convening their respective
shareholder meetings as soon as practicable, with a view to closing the Transaction in the first quarter of 2019. A
further announcement will be made in due course.
ENQUIRIES
Investors / Analysts:
Tanya Chikanza +27 83 391 2859/+44 20 3908 1073
(Executive Vice President: Corporate
Strategy, Investor Relations and
Corporate Communications)
Andrew Mari +27 60 564 6419
(Investor Relations)
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Media:
TB Cardew
Anthony Cardew / Emma Crawshaw +44 207 930 0777
Lonmin
Wendy Tlou (Head of Communications) +27 83 358 0049
The person responsible for making this announcement is Tanya Chikanza, Executive Vice President: Corporate
Strategy, Investor Relations and Corporate Communication.
Publication of this announcement
A copy of this announcement will be available on Lonmin's website at www.lonmin.com/investors/sibanye-
stillwater-offer by no later than 12 noon (London time) on the business day following the date of this
announcement.
Neither the contents of Lonmin's website nor the contents of any website accessible from hyperlinks on Lonmin's
website are incorporated into or form part of this announcement.
Additional Information
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 the laws of other jurisdictions should
inform themselves of, and observe, any applicable requirements. Any failure to comply with applicable requirements
may constitute a violation of the securities law of any such jurisdiction.
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 Transaction 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 Transaction will proceed in a timely manner or at all. This
announcement does not constitute a prospectus or prospectus equivalent document.
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
Transaction is subject to the applicable requirements of the City Code on Takeovers and Mergers and the UK
Takeover 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 Transaction; 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
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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).
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 more than 70% of known
global PGM resources are found.
Lonmin seeks to create 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
JSE Sponsor : J.P. Morgan Equities South Africa (Pty) Ltd
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