Wrap Text
Lonmin/Sibanye-Stillwater - Extension of Longstop Date to 30 June 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: Extension of Longstop Date
to 30 June 2019
Johannesburg, 15 January 2019. On 14 December 2017, the Boards of Sibanye-Stillwater and
Lonmin announced that they had reached agreement on the terms of a recommended all-share
offer pursuant to which Sibanye-Stillwater, and/or a wholly-owned subsidiary of Sibanye-
Stillwater, would acquire the entire issued and to be issued ordinary share capital of
Lonmin (the “Offer”). The terms of the Offer are expressed to be conditional upon the
Scheme becoming unconditional and effective by no later than the Longstop Date, being 28
February 2019 or such later date as Sibanye-Stillwater and Lonmin may, with the consent
of the Panel, agree (and, if required, the Court may allow).
On 19 December 2018, Sibanye-Stillwater and Lonmin announced that the Association of
Mineworkers and Construction Union had filed an appeal with the Competition Appeal Court
of South Africa (the “CAC”) against the South African Competition Tribunal’s decision of
21 November 2018 to approve the Offer subject to certain specific conditions. In light
of the appeal before the CAC, Sibanye-Stillwater and Lonmin have agreed, with the consent
of the Panel, to extend the Longstop Date for the Scheme to become unconditional and
effective from 28 February 2019 to 30 June 2019. 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.
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 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 contains 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
that could cause Sibanye-Stillwater’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 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 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
Transaction 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
www.lonmin.com/investors/sibanye-stillwater-offer by no later than 12 noon (London time)
on 16 January 2019. For the avoidance of doubt, the contents of this website is not
incorporated into and does not form part of this announcement.
Date: 15/01/2019 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.
Sharenet Sites 
