Wrap Text
Suspension of listing and trading of Lonmin shares
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
FOR IMMEDIATE RELEASE
10 June 2019
RECOMMENDED ALL-SHARE OFFER
for
Lonmin Plc (“Lonmin”)
by
Sibanye Gold Limited (trading as Sibanye-Stillwater) (“Sibanye-Stillwater”)
SUSPENSION OF LISTING AND TRADING OF LONMIN SHARES
Further to the announcements made by Lonmin on 7 June 2019 regarding the sanction of the
Scheme by the Court and the Scheme having become Effective, Lonmin announces that, following
applications by Lonmin:
(i) the Financial Conduct Authority has suspended the listing of Lonmin Shares on the
premium segment of the Official List and the London Stock Exchange has suspended
the trading of Lonmin Shares on the main market for listed securities maintained by the
London Stock Exchange, in each case with effect from 7:30 a.m. (London time) today,
10 June 2019; and
(ii) the Main Board of the Johannesburg Stock Exchange has suspended the listing and
trading of Lonmin Shares on the Main Board of the Johannesburg Stock Exchange
with effect from 9:00 a.m. (South African standard time) today, 10 June 2019.
The cancellation of the listing of Lonmin Shares on the premium segment of the Official List and on
the Main Board of the Johannesburg Stock Exchange, and the trading of Lonmin Shares on the
main market for listed securities maintained by the London Stock Exchange and on the Main Board
of the Johannesburg Stock Exchange, is expected to occur in due course and a further
announcement will be made when appropriate.
Capitalised terms used in this announcement (unless otherwise defined) have the same meanings
as set out in the scheme circular dated 25 April 2019 (the "Scheme Circular").
ENQUIRIES
Lonmin
Tanya Chikanza, Executive Vice President: Corporate Strategy, +27 (0) 83 391 2859
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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
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
Cardew Group (Communications Adviser to Lonmin)
Anthony Cardew +44 (0) 20 7930 0777
Tom Allison
Emma Crawshaw
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 Transaction 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
Transaction 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
Transaction and will not regard any other person as its client in relation to the Transaction 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 Transaction or any other matter referred to
herein.
Moshe Capital Proprietary Limited (“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 Transaction 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 Transaction 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 Transaction or otherwise, nor will there be any sale, issuance or transfer of securities in any jurisdiction in
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contravention of applicable law. This announcement does not constitute a prospectus or prospectus
equivalent document.
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 Transaction is subject to the applicable requirements of the Takeover Code, the
Panel, the London Stock Exchange, the Financial Conduct Authority 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.
OVERSEAS INVESTORS
The availability of the New Sibanye-Stillwater Shares in, and the release, publication or distribution of this
announcement in or into certain jurisdictions other than the United Kingdom, South Africa or the United States
may be restricted by law. Persons who are not resident in the United Kingdom, South Africa or the United
States or who are subject to other jurisdictions should inform themselves of, and observe, any applicable
requirements. Lonmin Shareholders or Underlying SA Shareholders who are in any doubt regarding such
matters should consult an appropriate independent adviser in the relevant jurisdiction without delay. Any
failure to comply with the applicable requirements may constitute a violation of the laws of any such
jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the
Transaction disclaim any responsibility or liability for the violation of such requirements by any person.
The New Sibanye-Stillwater Shares 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 person resident in, or nationals or citizens
of, a Restricted Jurisdiction or who are nominees or custodians, trustees or guardians for, citizens, residents
or nationals of such Restricted Jurisdiction except pursuant to an applicable exemption from, or in a
transaction not subject to, applicable securities laws of those jurisdictions.
It is the responsibility of any person into whose possession this announcement comes to satisfy themselves as
to the full observance of the laws of the relevant jurisdiction in connection with the issue of New Sibanye-
Stillwater Shares following the Effective Date, including the obtaining of any governmental, exchange control
or other consents which may be required and/or compliance with other necessary formalities which are
required to be observed and the payment of any issue, transfer or other taxes or levies due in such
jurisdiction.
Overseas Shareholders should consult their own legal and tax advisers with respect to the legal and tax
consequences of the Scheme in their particular circumstances.
NOTES TO US INVESTORS
The New Sibanye-Stillwater Shares, which have been issued in connection with the Scheme, have not been,
and will not be, registered under the US Securities Act or under the securities law of any state, district or other
jurisdiction of the United States. Accordingly, the New Sibanye-Stillwater Shares may not be offered, sold,
resold, delivered, distributed or otherwise transferred, directly or indirectly, in or into or from the United States
absent registration under the US Securities Act or an exemption therefrom. The New Sibanye-Stillwater
Shares are expected to be issued in reliance upon the exemption from the registration requirements of the US
Securities Act provided by Section 3(a)(10) thereof. Lonmin Shareholders (whether or not US persons) who
are or will be affiliates (within the meaning of the US Securities Act) of Sibanye-Stillwater or Lonmin prior to, or
of Sibanye-Stillwater after, the Effective Date are subject to certain US transfer restrictions relating to the New
Sibanye-Stillwater Shares received pursuant to the Scheme.
For the purposes of qualifying for the exemption from the registration requirements of the US Securities Act
afforded by Section 3(a)(10), Lonmin advised the Court through counsel that its sanctioning of the Scheme
would be relied upon by Sibanye-Stillwater as an approval of the Scheme following a hearing on its fairness to
Lonmin Shareholders.
None of the securities referred to in this announcement have been approved or disapproved by the US
Securities and Exchange Commission, any state securities commission in the United States or any other US
regulatory authority, nor have such authorities passed upon or determined the adequacy or accuracy of the
information contained in this announcement. Any representation to the contrary is a criminal offence in the
United States.
The Transaction relates to shares of a company incorporated in England and Wales and is proposed to be
effected by means of a scheme of arrangement under the laws of England and Wales. A transaction effected
by means of a scheme of arrangement is not subject to proxy solicitation or tender offer rules under the US
Exchange Act. Accordingly, the Scheme is subject to the disclosure requirements, rules and practices
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applicable in the United Kingdom to schemes of arrangement, which differ from the requirements of US proxy
solicitation or tender offer rules. However, if Sibanye-Stillwater were to elect to implement the Transaction by
means of a takeover offer, such takeover offer will be made in compliance with all applicable laws and
regulations, including Section 14(e) of the US Exchange Act and Regulation 14E thereunder. Such a takeover
would be made in the United States by Sibanye-Stillwater and nowhere else. In addition to any such takeover
offer, Sibanye-Stillwater, certain affiliated companies and the nominees or brokers (acting as agents) may
make certain purchases of, or arrangements to purchase, Lonmin Shares outside such takeover offer during
the period in which such takeover offer would remain open for acceptance. If such purchases or arrangements
to purchase were to be made, they would be made outside the United States and would comply with
applicable law, including the US Exchange Act. Any information about such purchases will be disclosed as
required in the United Kingdom, will be reported to a Regulatory Information Service of the Financial Conduct
Authority and will be available on the London Stock Exchange website: www.londonstockexchange.com.
The financial information included in documents relating to the Transaction was prepared in accordance with
accounting standards applicable in the United Kingdom and South Africa and thus may not be comparable to
financial information of US companies or companies whose financial statements are prepared in accordance
with generally accepted accounting principles in the United States.
The receipt of New Sibanye-Stillwater Shares pursuant to the Scheme by a US Lonmin Shareholder may be a
taxable transaction for US federal income tax purposes and under applicable state and local, as well as
foreign and other, tax laws. Each US Lonmin Shareholder is urged to consult his/her independent professional
adviser immediately regarding the tax consequences of the Transaction.
It may be difficult for US Lonmin Shareholders and Lonmin ADS Holders to enforce their rights and claims
arising out of the US federal securities laws, since Sibanye-Stillwater and Lonmin are located in countries
other than the United States, and some or all of their officers and directors may be residents of countries other
than the United States. US Lonmin Shareholders and Lonmin ADS Holders may not be able to sue a non-US
company or its officers or directors in a non-US court for violations of the US securities laws. Further, it may
be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgment.
JSE Sponsor: J.P. Morgan Equities South Africa (Pty) Ltd
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Date: 10/06/2019 08:30:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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