It is proposed that the offer will be effected by means of a scheme of arrangement between Lonmin and the Lonmin shareholders under Part 26 of the UK Companies Act.
“The realization of significant synergies between the operations, which will deliver longer term benefits for all stakeholders of both companies is expected to result in this being a value accretive transaction for our shareholders.
“The flexibility inherent in the larger regional PGM footprint, will create a more robust business, better able to withstand volatile PGM prices and exchange rates.
“Furthermore, the sizable combined resource base, with its pipeline of advanced and early stage projects, also offers significant growth and value upside potential under appropriate economic and market circumstances.”
Under the terms of the offer, which will be subject to the conditions and further terms set out below, each Lonmin shareholder will be entitled to receive for each Lonmin share 0.967 new Sibanye-Stillwater shares.
Based on the closing price of R16.11 for a Sibanye-Stillwater share on the Johannesburg Stock Exchange
on 13 December 2017 and the exchange rate on that date being £1: R18.056, the offer values each Lonmin share at 86.3 pence and represents a premium of approximately 35% to the closing price per Lonmin share of 63.8 pence on 13 December 2017.
Following completion of the acquisition, Lonmin shareholders will hold approximately 11.3% of the enlarged Sibanye-Stillwater Group and Sibanye-Stillwater shareholders will hold approximately 88.7% of the enlarged Sibanye-Stillwater Group.
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