To view the PDF file, sign up for a MySharenet subscription.

SIBANYE GOLD LIMITED - Lonmin/Sibanye - Court hearing set for 2 April 2019

Release Date: 25/01/2019 09:00
Code(s): SGL LON     PDF:  
Wrap Text
Lonmin/Sibanye - Court hearing set for 2 April 2019

SIBANYE GOLD LIMITED
Trading as Sibanye-Stillwater
Registration Number 2002/031431/06
Incorporated in the Republic of South Africa
Share Code: SGL
ISIN Code: ZAE000173951
Issuer Code: SGL
(“Sibanye-Stillwater” or “the Company” or “the Group”)

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


Recommended all-share offer for Lonmin by Sibanye-Stillwater: Competition Appeal Court
hearing set for 2 April 2019


Johannesburg, 25 January 2019. Sibanye-Stillwater (Tickers JSE: SGL and NYSE: SBGL) and
Lonmin Plc (Tickers JSE: LON and LSE: LMI) hereby announce that, further to the
announcements published by Sibanye-Stillwater and Lonmin on 19 December 2018 and 15
January 2019 in relation to the Offer, the Competition Appeal Court of South Africa (the
“CACSA”) has set down 2 April 2019 as the date for the hearing of the appeal filed with
the CACSA by the Association of Mineworkers and Construction Union(“AMCU”). The appeal
is against the South African Competition Tribunal’s decision of 21 November 2018, to
approve the Offer subject to certain specific conditions.


Sibanye-Stillwater and Lonmin remain fully committed to the Offer.


Defined terms used but not defined in this announcement have the meanings set out in the
firm offer announcement dated 14 December 2017, please refer to
https://www.sibanyestillwater.com/investors/transactions/lonmin and
www.lonmin.com/investors/sibanye-stillwater-offer for more information on the
transaction.


Further announcements will be made in due course.


Ends.


Sibanye-Stillwater Investor relations contact:
James Wellsted
Head of Investor Relations
Email: ir@sibanyestillwater.com
+27 (0) 83 453 4014


Lonmin Investor relations contact:
Tanya Chikanza
Executive   Vice   President:     Corporate   Strategy,   Investor   Relations    and    Corporate
Communications
Email: ir@lonmin.com
Tel: +27(0)83 391 2859


The person responsible from Lonmin for making this announcement for Lonmin is Tanya
Chikanza, Executive Vice President: Corporate Strategy, Investor Relations and Corporate
Communication.


Sponsor: J.P. Morgan Equities South Africa (Proprietary) Limited


FORWARD LOOKING STATEMENTS


This announcement may contain 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    fact   included     in    this
announcement    may   be   forward-looking   statements.      Forward-looking      statements    may   be
identified by the use of words such as “will”, “would”, “expect”, “may”, “could”
“believe”,    “anticipate”,    “target”,   “estimate”   and    words   of   similar   meaning.       These
forward-looking statements, including among others, those relating to our future business
prospects, financial positions, business strategies, plans and objectives of management
for future operations and the anticipated benefits and synergies of transactions, are
necessarily estimates reflecting the best judgement of our senior management. Readers
are cautioned not to place undue reliance on such statements. Forward looking statements
involve a number of known and unknown risks, uncertainties and other factors, many of
which are difficult to predict and generally beyond the control of Sibanye-Stillwater
and Lonmin that could cause Sibanye-Stillwater’s or Lonmin’s actual results and outcomes
to be materially different from historical results or from any future results expressed
or implied by such forward-looking statements. As a consequence, these forward-looking
statements should be considered in light of various important factors, including in
respect of Sibanye-Stillwater those set forth in the Group’s Annual Integrated Report
and Annual Financial Report, published on 30 March 2018, and the Group’s Annual Report
on Form 20-F filed by Sibanye-Stillwater with the Securities and Exchange Commission on
2 April 2018 (SEC File no. 001-35785). These forward-looking statements speak only as of
the date of this announcement. Sibanye-Stillwater and Lonmin expressly disclaims any
obligation or undertaking to update or revise these forward-looking statements, save as
required by applicable law.


Additional 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.
The release, publication or distribution of this announcement in certain jurisdictions
may be restricted by law. Persons who are not resident in South Africa or 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.


Disclosure requirements of the Takeover Code


Under Rule 8.3(a) of the Takeover Code (“Code”), any person who is interested in 1% or
more of any class of relevant securities of an offeree company or of any securities
exchange offeror (being any offeror other than an offeror in respect of which it has been
announced that its offer is, or is likely to be, solely in cash) must make an Opening
Position Disclosure following the commencement of the offer period and, if later,
following the announcement in which any securities exchange offeror is first identified.
An Opening Position Disclosure must contain details of the person’s interests and short
positions in, and rights to subscribe for, any relevant securities of each of (i) the
offeree   company   and   (ii)   any   securities      exchange   offeror(s).    An   Opening   Position
Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm
(London time) on the 10th business day following the commencement of the offer period
and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day
following the announcement in which any securities exchange offeror is first identified.
Relevant persons who deal in the relevant securities of the offeree company or of a
securities   exchange     offeror   prior   to   the   deadline   for   making   an   Opening   Position
Disclosure must instead make a Dealing Disclosure.


Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more
of any class of relevant securities of the offeree company or of any securities exchange
offeror must make a Dealing Disclosure if the person deals in any relevant securities of
the offeree company or of any securities exchange offeror. A Dealing Disclosure must
contain details of the dealing concerned and of the person’s interests and short positions
in, and rights to subscribe for, any relevant securities of each of (i) the offeree
company and (ii) any securities exchange offeror, save to the extent that these details
have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom
Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business
day following the date of the relevant dealing.


If two or more persons act together pursuant to an agreement or understanding, whether
formal or informal, to acquire or control an interest in relevant securities of an offeree
company or a securities exchange offeror, they will be deemed to be a single person for
the purpose of Rule 8.3.


Opening Position Disclosures must also be made by the offeree company and by any offeror
and Dealing Disclosures must also be made by the offeree company, by any offeror and by
any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose relevant securities
Opening Position Disclosures and Dealing Disclosures must be made can be found in the
Disclosure Table on the Takeover Panel’s website at http://www.thetakeoverpanel.org.uk,
including details of the number of relevant securities in issue, when the offer period
commenced and when any offeror was first identified. If you are in any doubt as to whether
you are required to make an Opening Position Disclosure or a Dealing Disclosure, you
should contact the Takeover Panel’s Market Surveillance Unit on +44 (0)20 7638 0129.


Publication on Website
A copy of this announcement will be made available, subject to certain restrictions
relating to persons resident in restricted jurisdictions, at Sibanye-Stillwater’s website
on
https://www.sibanyestillwater.com/investors/transactions/lonmin and on Lonmin’s website
on www.lonmin.com/investors/sibanye-stillwater-offer by no later than 12 noon (London
time) on 26 January 2019. For the avoidance of doubt, the contents of these websites is
not incorporated into and does not form part of this announcement.

Date: 25/01/2019 09:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
 the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, 
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
 information disseminated through SENS.

Share This Story