Wrap Text
Results of General Meeting.
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
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
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
28 May 2019
RECOMMENDED ALL-SHARE OFFER
for
Lonmin Plc (“Lonmin”)
by
Sibanye Gold Limited (trading as Sibanye-Stillwater) (“Sibanye-Stillwater”)
to be effected by means of a scheme of arrangement
under Part 26 of the UK Companies Act 2006
RESULTS OF COURT MEETING AND GENERAL MEETING
Lonmin is pleased to announce that, at the Court Meeting and the General Meeting held earlier today
in connection with the recommended all-share offer by Sibanye-Stillwater for the entire issued and
to be issued ordinary share capital of Lonmin (the "Offer") to be implemented by means of a scheme
of arrangement under Part 26 of the Companies Act 2006 (the "Scheme"), all the resolutions
proposed were duly passed.
Full details of the resolutions passed are set out in the notices of the Court Meeting and General
Meeting contained in the scheme circular dated 25 April 2019 (the "Scheme Circular"), which,
subject to certain restrictions relating to persons resident in Restricted Jurisdictions, is available on
Lonmin's website at www.lonmin.com/investors/sibanye-stillwater-offer and Sibanye-Stillwater's
website at www.sibanyestillwater.com/investors/transactions/lonmin.
VOTING RESULTS OF THE COURT MEETING
The Scheme was approved by the requisite majority on a poll vote at the Court Meeting held at 11.30
a.m. on 28 May 2019. A majority in number of the Scheme Shareholders who voted (and who were
entitled to vote), either in person or by proxy, representing over 75 per cent. in value of the Scheme
Shares held by such Scheme Shareholders present and voting, voted to approve the Scheme.
The results of the poll at the Court Meeting held on 28 May 2019 were as follows:
Number of Percentage Number of Percentage Number of
Scheme of Scheme Scheme of Scheme Scheme
Shares voted Shares voted Shares
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Shareholders Shareholders voted as a
who voted who voted percentage
of issued
ordinary
share
capital
entitled to
vote on the
Scheme#
For 183,507,680 98.98% 668 93.04% 64.89%
Against 1,899,166 1.02% 50 6.96% 0.67%
Total 185,406,846 100% 718 100% 65.56%
# The total number of Scheme Shares in issue at the Scheme Voting Record Time was 282,784,288.
VOTING RESULTS OF THE GENERAL MEETING
The special resolution to provide for the implementation of the Scheme was passed by the requisite
majority on a poll vote at the General Meeting held at 11.45 a.m. on 28 May 2019.
The results of the poll at the General Meeting held on 28 May 2019 were as follows:
Number of Lonmin Shares Percentage of votes cast
voted
For 183,550,850 98.97%
Against 1,915,097 1.03%
Withheld 2,526,864 -
Total* 185,465,947 100%
* Excludes Withheld votes.
Completion of the Offer remains subject to the satisfaction or, if applicable, waiver of the other
Conditions set out in the Scheme Circular, including the Court sanctioning the Scheme at the Court
Hearing which is expected to take place on 7 June 2019.
A copy of the special resolution passed at the General Meeting has been submitted to the Financial
Conduct Authority and will shortly be available for inspection on the National Storage Mechanism at
www.morningstar.co.uk/uk/nsm.
Capitalised terms used in this announcement (unless otherwise defined) have the same meanings
as set out in the Scheme Circular.
ENQUIRIES
Lonmin
Tanya Chikanza, Executive Vice President: Corporate Strategy, +27 (0) 83 391 2859
Investor Relations and Corporate Communications +44 (0) 20 3908 1073
Gleacher Shacklock (Financial Adviser to Lonmin) +44 (0) 20 7484 1150
Dominic Lee
Jan Sanders
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Jeremy Stamper
J.P. Morgan Cazenove (Financial Adviser and Corporate Broker +44 (0) 20 7742 4000
to Lonmin)
Michael Wentworth-Stanley
Dimitri Reading-Picopoulos
Henry Capper
Moshe Capital (Financial Adviser to Lonmin) +27 11 783 9986
Mametja Moshe
Konosoang Asare-Bediako
TB Cardew (Communications Adviser to Lonmin) +44 (0) 20 7930 0777
Anthony Cardew
Tom Allison
Emma Crawshaw
The person responsible for making this announcement is Tanya Chikanza, Executive Vice
President: Corporate Strategy, Investor Relations and Corporate Communication
IMPORTANT NOTICES
Gleacher Shacklock LLP ("Gleacher Shacklock"), which is authorised and regulated by the Financial Conduct
Authority in the United Kingdom, is acting exclusively as financial adviser to Lonmin and no one else in
connection with the Offer and will not be responsible to anyone other than Lonmin for providing the protections
afforded to clients of Gleacher Shacklock or for providing advice in connection with the Offer or any other matter
referred to herein.
J.P. Morgan Securities plc, which conducts its UK investment banking business as J.P. Morgan Cazenove ("J.P.
Morgan Cazenove"), is authorised by the Prudential Regulation Authority and regulated by the Financial
Conduct Authority and the Prudential Regulation Authority in the United Kingdom. J.P. Morgan Cazenove is
acting exclusively as financial adviser to Lonmin and no one else in connection with the Offer and will not regard
any other person as its client in relation to the Offer and will not be responsible to anyone other than Lonmin for
providing the protections afforded to clients of J.P. Morgan Cazenove or its affiliates, or for providing advice in
relation to the Offer or any other matter referred to herein.
Moshe Capital, which is an authorised financial services provider and regulated in South Africa by the Financial
Sector Conduct Authority, is acting exclusively as financial adviser to Lonmin and no one else in connection with
the Offer and shall not be responsible to anyone other than Lonmin for providing the protections afforded to
clients of Moshe Capital nor for providing advice in connection with the Offer or any matter referred to herein.
FURTHER 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. There can be no assurance that the Offer will proceed in a timely manner or at all. This
announcement does not constitute a prospectus or prospectus equivalent document.
The Offer will be implemented solely pursuant to the terms of the Scheme Circular, which, together with the
Forms of Proxy, contains the full terms and conditions of the Offer, including details of how to vote in respect of
the Offer and the Scheme. Any vote in respect of the resolutions to be proposed in connection with the Offer or
the Scheme should be made only on the basis of the information contained in the Scheme Circular and, in the
case of Sibanye-Stillwater Shareholders, the Sibanye-Stillwater Circular.
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This announcement has been prepared for the purpose of complying with English law, the Takeover Code and
the Listing Rules 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 Offer is 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.
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.
DEALING DISCLOSURE REQUIREMENTS OF THE TAKEOVER CODE
Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1 per cent. 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 (UK time) on the tenth business
day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (UK time) on
the tenth 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 Takeover Code, any person who is, or becomes, interested in 1 per cent 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(s), 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 (UK 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 Panel’s website
at 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. You should contact the Panel’s Market Surveillance
Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position
Disclosure or a Dealing Disclosure.
FORWARD-LOOKING STATEMENTS
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, 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; economic, business, political and social conditions in the United Kingdom,
United States, South Africa, Zimbabwe and elsewhere; a further downgrade of South Africa’s credit rating; the
ability of Sibanye-Stillwater and Lonmin to comply with requirements that they operate in a sustainable manner;
the occurrence of hazards associated with underground and surface gold, PGMs and uranium mining; the
occurrence of temporary stoppages of mines for safety incidents and unplanned maintenance; uncertainty
regarding the title to any of Sibanye-Stillwater’s properties; changes in the market price of gold, PGMs and/or
11/56071759_1 4
uranium; fluctuations in exchange rates, currency devaluations, inflation and other macroeconomic monetary
policies; Sibanye-Stillwater’s future business prospects; financial positions; debt position and Sibanye-
Stillwater’s ability to reduce debt leverage; plans and objectives of management for future operations; Sibanye-
Stillwater’s ability to service its bond instruments and comply with loan and other covenants; the occurrence of
labour disruptions and industrial action; changes in assumptions underlying Sibanye-Stillwater’s and Lonmin’s
estimation of their current mineral reserves and resources; power disruption, constraints and cost increases; the
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; the
ability to achieve potential synergies from the Transaction; the ability to achieve anticipated efficiencies and
other cost savings in connection with past, ongoing and future acquisitions, as well as at existing operations;
the success of Sibanye-Stillwater’s and Lonmin’s business strategies, exploration and development activities;
supply chain shortages and increases in the price of production inputs; the adequacy of insurance coverage;
failure of information technology and communications systems and data privacy issues; 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; any social unrest, sickness or natural or man-
made disaster at informal settlements in the vicinity of some of Lonmin's and Sibanye-Stillwater’s operations;
operating in new geographies and regulatory environments where Sibanye-Stillwater has no previous
experience; the ability to achieve steady state production at the Blitz Project; failure to obtain the benefits of
ongoing streaming arrangements; the availability, terms and deployment of capital or credit; and the impact of
HIV, tuberculosis and other contagious diseases. These forward-looking statements speak only as of the date
of publication 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 OF THIS ANNOUNCEMENT
A copy of this announcement will be made available, subject to certain restrictions relating to persons resident
in or subject to the laws and/or regulations of, a Restricted Jurisdiction where the extension or availability of the
proposal would breach any applicable law, on Sibanye-Stillwater's and Lonmin's websites at
www.sibanyestillwater.com/investors/transactions/lonmin and www.lonmin.com/investors/sibanye-stillwater-
offer, respectively, by no later than 12 noon on the UK business day following publication of this announcement.
For the avoidance of doubt, neither the contents of those websites nor the contents of any website accessible
from hyperlinks on those websites (or any other websites referred to in this announcement) are incorporated
into, or form part of, this announcement unless otherwise stated.
TIME
All times shown in this announcement are references to UK times, unless otherwise stated.
JSE Sponsor: J.P. Morgan Equities South Africa (Pty) Ltd
11/56071759_1 5
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