Sibanye-Stillwater Shareholders approve Ordinary Resolution in connection with the Increased Offer for Lonmin
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”)
Sibanye-Stillwater Shareholders approve Ordinary Resolution in connection with the
Increased Offer for Lonmin
Johannesburg. 28 May 2019. Sibanye-Stillwater (Tickers JSE: SGL and NYSE: SBGL)
refers to the circular (“Circular”) posted to Sibanye-Stillwater shareholders
(“Shareholders”) on 25 April 2019, containing, amongst other things, an ordinary
resolution regarding the issuance and allotment of new Sibanye-Stillwater ordinary
shares as the consideration payable by Sibanye-Stillwater in connection with the
all-share offer for Sibanye-Stillwater to acquire the entire issued share capital
of Lonmin plc (“Lonmin) (“Ordinary Resolution”), a notice convening the general
meeting in connection with the Ordinary Resolution (the “General Meeting”) and the
related form of proxy. All capitalised terms contained in this announcement have the
same meaning ascribed to them in the Circular, unless otherwise defined.
Sibanye-Stillwater is pleased to announce that the Ordinary Resolution was passed
by the requisite majority of votes at the General Meeting held at the Sibanye-
Stillwater Academy at 8:30 am (South African standard time) this morning.
The number of shares voted in person or by proxy was 2,080,370,167 representing 87%
of Sibanye-Stillwater’s 2,379,607,141 total ordinary shares in issue.
The Ordinary Resolution proposed at the General Meeting and the percentage of
Sibanye-Stillwater Shares voted for and against, as well as the shares abstained,
are set out below:
Resolution % of votes % of votes Number of % of % of
for the against the shares voted shares shares
resolution resolution voted (2) abstained
(1) (1) (2)
Ordinary Resolution 99.65 0.35 2,079,452,804 87.39 0.04
– Granting of
authority for the
Shares to settle
payable by Sibanye-
Stillwater for the
(1) The shares voted disclosed as a percentage in relation to the total number of
shares voted at the meeting.
(2) The shares voted or abstained disclosed as a percentage in relation to the
total issued share capital being 2,379,607,141 shares as at the date of this
In addition, Sibanye-Stillwater notes that the requisite approvals of Lonmin
Shareholders in connection with the Scheme and the acquisition of Lonmin will be
sought at the Court Meeting and the General Meeting (each as defined in the Lonmin
Scheme Document which is available, subject to certain restrictions relating to
persons in certain Restricted Jurisdictions (as defined in the Lonmin Scheme
Document), on Sibanye-Stillwater’s website at
https://www.sibanyestillwater.com/investors/transactions/lonmin) being held later today
in London at 11.30 a.m. (London time) and 11.45 a.m. (London time), respectively.
Completion of the acquisition of Lonmin and the Scheme remains subject to the
satisfaction or (where applicable) waiver of the outstanding Conditions set out in
the Lonmin Scheme Document. Such Conditions include, amongst others, the relevant
approvals of Lonmin Shareholders and the approval of the Scheme by the Court. Subject
to the satisfaction or waiver (as applicable) of such Conditions, the Scheme is
expected to become effective after 6.00 p.m. (London time) on 7 June 2019.
Investor relations contact:
Head of Investor Relations
+27 (0) 83 453 4014
Sponsor: J.P. Morgan Equities South Africa Proprietary Limited
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 (“Securities”),
or the solicitation of any vote or approval in any jurisdiction, pursuant to the Increased
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 Increased
Offer will proceed in a timely manner or at all. This announcement does not constitute a
prospectus or prospectus equivalent document.
The Securities referred to in this announcement have not been and will not be registered
under the US Securities Act of 1933 (the “US Securities Act”) or under the securities laws
of any state or other jurisdiction of the United States. Accordingly, the Securities may not
be offered, sold, resold, delivered, distributed or otherwise transferred, directly or
indirectly, in or into the United States absent registration under the US Securities Act or
an exemption therefrom. The Securities are expected to be issued in reliance upon the
exemption from the registration requirements of the US Securities Act provided by Section
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.
No statement in this announcement is intended as a profit forecast or estimate for any period
and no statement in this announcement should be interpreted to mean that earnings or earnings
per share for Sibanye-Stillwater or Lonmin, as appropriate, for the current or future
financial years would necessarily match or exceed the historical published earnings or
earnings per share for Sibanye-Stillwater or Lonmin, as appropriate.
The Increased Offer will be made solely pursuant to the terms of the Scheme Document (or,
if applicable, the Takeover Offer Document), which contains (or, if applicable, will contain)
the full terms and conditions of the Increased Offer, including details of how to vote in
respect of the Increased Offer. Any decision in respect of, or other response to, the
Increased Offer should be made only on the basis of the information contained in the Scheme
Document (or, if applicable, the Takeover Offer Document).
The statements contained in this announcement are not to be construed as legal, business,
financial or tax advice. If you are in any doubt about the contents of this announcement,
you should consult your own legal, business, financial or tax adviser for legal, business,
financial or tax advice.
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 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 Code, and permitted by
applicable law and regulation, the Increased Offer will not be made available, directly or
indirectly, in, into or from a Restricted Jurisdiction (as defined in the Scheme Document)
where to do so would violate the laws in that jurisdiction and no person may vote in favour
of the offer by any such use, means, instrumentality or form within a Restricted Jurisdiction
or any other jurisdiction if to do so would constitute a violation of the laws of that
jurisdiction. Accordingly, copies of this announcement and all documents relating to the
Increased Offer are not being, and must not be, directly or indirectly, mailed 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 Increased 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 Increased 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 (as defined in the Lonmin Scheme Document) 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 Lonmin Shareholder in a Restricted
Jurisdiction except pursuant to an applicable exemption from, or in a transaction not subject
to, applicable securities laws of those jurisdictions.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Takeover Code (the “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
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 and Lonmin’s
websites 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
the business day following the date of this announcement. For the avoidance of doubt, the
contents of this website are not incorporated into and does not form part of this
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