PLEASE READ THIS NOTICE CAREFULLY – IT APPLIES TO ALL PERSONS WHO VIEW THIS WEBPAGE AND, DEPENDING ON WHO YOU ARE AND WHERE YOU LIVE, IT MAY AFFECT YOUR RIGHTS. PLEASE NOTE THAT THIS NOTICE AND THE INFORMATION CONTAINED IN IT MAY BE ALTERED OR UPDATED FROM TIME TO TIME, AND SHOULD BE READ IN FULL EACH TIME YOU VISIT THE SITE. IN ADDITION, THE CONTENTS OF THIS WEBPAGE MAY BE AMENDED AT ANY TIME IN WHOLE OR IN PART AT THE SOLE DISCRETION OF LONMIN PLC ("LONMIN") ACCESS TO THE MATERIALS CONTAINED IN THIS SECTION OF THE WEBSITE (THE "MICROSITE") MAY BE RESTRICTED UNDER SECURITIES LAWS IN CERTAIN JURISDICTIONS. THIS NOTICE REQUIRES YOU TO CONFIRM CERTAIN MATTERS (INCLUDING THAT YOU ARE NOT RESIDENT IN SUCH A JURISDICTION) BEFORE YOU MAY OBTAIN ACCESS TO THE INFORMATION ON THE WEBSITE. IF YOU ARE UNABLE, OR HAVE ANY DOUBT WHETHER YOU ARE ABLE TO PROVIDE THE NECESSARY CONFIRMATION YOU SHOULD PRESS 'DECLINE' AND YOU WILL NOT BE ABLE TO VIEW INFORMATION ABOUT THE OFFER.
THESE MATERIALS ARE NOT DIRECTED AT OR TO BE ACCESSED BY PERSONS LOCATED IN ANY JURISDICTION WHERE THE RELEVANT ACTION WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION OR WOULD RESULT IN A REQUIREMENT TO COMPLY WITH ANY GOVERNMENTAL OR OTHER CONSENT OR ANY REGISTRATION, FILING OR OTHER FORMALITY WHICH LONMIN REGARDS AS UNDULY ONEROUS (A "RESTRICTED JURISDICTION") AND UNLESS OTHERWISE DETERMINED BY LONMIN AND PERMITTED BY APPLICABLE LAW AND REGULATION, IT IS NOT INTENDED THAT THESE MATERIALS BE ACCESSIBLE BY PERSONS RESIDENT OR LOCATED IN ANY RESTRICTED JURISDICTION.
ELECTRONIC VERSIONS OF THE MATERIALS YOU ARE SEEKING TO ACCESS ARE BEING MADE AVAILABLE ON THIS MICROSITE BY LONMIN IN GOOD FAITH, FOR INFORMATION PURPOSES ONLY AND SUBJECT TO THE TERMS AND CONDITIONS SET OUT BELOW.
Basis of access
The information contained on this Microsite is in respect of the proposed offer (the "Offer") by Sibanye Gold Limited (trading as Sibanye-Stillwater) ("Sibanye") to acquire the entire issued and to be issued share capital of Lonmin. In particular, the information contained on this Microsite does not constitute an offer to sell or otherwise dispose of or an invitation or solicitation of any offer to purchase or subscribe for any securities, or the solicitation of any vote or approval, pursuant to the possible transaction or otherwise in any jurisdiction in which such offer or solicitation is unlawful.
The full terms and conditions of the Offer will be set out in the formal scheme document. In deciding whether or not to vote in favour of the Offer, shareholders of Lonmin should rely only on the information contained and procedures described in the formal scheme document. Terms defined in the announcement of the Offer dated 14 December 2017 shall have the same meaning when used in this notice.
The information contained on this Microsite speaks only at the date of the relevant document or announcement reproduced on this Microsite, and neither Lonmin nor any of its affiliated companies has, or accepts, responsibility or duty to update any such information, document or announcement. Lonmin reserves the right to add to, remove or amend any information reproduced on this Microsite at any time.
In relation to any document, announcement or information contained on the Microsite, the only responsibility accepted by the directors of Lonmin ("Responsible Persons") is for the correctness and fairness of its reproduction or presentation unless a responsibility statement in any relevant document expressly provides otherwise.
None of the Responsible Persons, Lonmin or any of its affiliated companies have reviewed, and none of them is or shall be responsible for or accepts any liability in respect of any information contained on any other website that may be linked to this Microsite by a third party.
If you are in any doubt about the contents of this area of the website or the action you should take, you should seek your own financial advice from an independent financial adviser authorised under the Financial Services and Markets Act 2000 or, if you are located outside the United Kingdom, from an appropriately authorised independent financial adviser.
Viewing the materials you seek to access may be unlawful if you are resident in a Restricted Jurisdiction. In certain jurisdictions, including Restricted Jurisdictions, only certain categories of person may be allowed to view such materials.
Any person who wishes to view these materials must first satisfy themselves that they are not subject to any local requirements that prohibit or restrict them from doing so and should inform themselves of, and observe, any applicable legal or regulatory requirements applicable in their jurisdiction. Any failure to comply with restrictions may constitute a violation of the securities laws of any such jurisdiction.
If you are not permitted to view materials on this Microsite please exit this Microsite. Should you be in any doubt about whether you are permitted to view materials on this Microsite, you should not access the Microsite and you should take legal advice.
Copies of the contents of the Microsite are not being, and must not be, released or otherwise forwarded, published, distributed or sent, in whole or in part, directly or indirectly, in or into a Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not distribute or send them in, into or from a Restricted Jurisdiction. You should not forward, transmit or show the announcements, information or documents contained on the Microsite. In particular, you should not forward or transmit the announcements, information or documents contained therein to any jurisdiction where it would be unlawful to do so.
Notice to US Shareholders
None of the announcements, information or documents contained in this Microsite is an offer of securities for sale in the United States.
The Offer would relate to the shares of a UK company and is proposed to be made by means of a scheme of arrangement provided for under the laws of England and Wales.
A transaction implemented by means of a scheme of arrangement is not subject to the tender offer rules of the US Securities Exchange Act of 1934. The acquisition of Lonmin in connection with the Offer is subject to the disclosure requirements and practices applicable in the United Kingdom to schemes of arrangement, which differ from the disclosure and other requirements of the US securities laws. Financial information included in this section of the website will have been prepared in accordance with accounting standards applicable in the United Kingdom that may not be comparable to the financial statements of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States.
It may be difficult for US holders of shares in Lonmin to enforce their rights and claims arising out of the US federal securities laws, since the Offer relates to companies, including Lonmin, that 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 holders may not be able to sue a non-US company or its officers or directors in a non-US court for violations of 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 judgement.
No offer or solicitation
This Microsite is provided for informational purposes only and does not constitute an offer to sell, or an invitation to subscribe for, purchase or exchange, any securities or the solicitation of any vote or approval in any jurisdiction, nor shall there be any sale, issuance, exchange or transfer of the securities referred to in this Microsite in any jurisdiction in contravention of applicable law.
This Microsite may contain certain forward-looking statements with respect to the Offer and the financial condition, results of operations and business of, Lonmin or Sibanye. The words “believe,” “expect,” "intend", "estimate", “anticipate,” “project” and similar expressions, among others, generally identify forward-looking statements. All statements other than statements of historical facts included in any document may be forward looking statements.
These forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those indicated in the forward-looking statements, and readers are cautioned not to place undue reliance on such statements. Such risks and uncertainties include, but are not limited to, the possibility that necessary regulatory approvals or shareholder approvals will not be obtained or any of the other conditions to the Offer will not be satisfied, adverse effects on the market price of Lonmin’s or Sibanye’s shares and on Lonmin’s or Sibanye’s operating results because of a failure to complete the Offer, negative effects relating to the announcement of the Offer or any further announcements relating to the Offer or the completion of the Offer on the market price of Sibanye shares or Lonmin shares, significant transaction costs and/or unknown liabilities, changes in global, political, economic, business, competitive, market and regulatory forces, future exchange and interest rates, changes in tax laws, regulations, rates and policies, future business combinations or disposals and competitive developments.
These forward-looking statements are based on numerous assumptions and assessments made in light of Lonmin’s or, as the case may be, Sibanye’s experience and perception of historical trends, current conditions, business strategies, operating environment, future developments and other factors considered appropriate. The factors described in the context of such forward-looking statements in this Microsite could cause Sibanye’s plans with respect to Lonmin, Lonmin’s or Sibanye's actual results, performance or achievements, industry results and developments to differ materially from those expressed in or implied by such forward-looking statements.
Although it is believed that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to have been correct and persons reading this Microsite are therefore cautioned not to place undue reliance on these forward-looking statements which speak only as at the date of the relevant document or announcement reproduced on this Microsite. Lonmin expressly disclaims any obligation or undertaking to update or revise any forward-looking statements as a result of subsequent events or developments, except as required by law.
Unless expressly stated otherwise, no statement contained or referred to in this Microsite is intended to be a profit forecast.
This notice shall be governed by and interpreted in accordance with English law.
Confirmation of understanding and acceptance of disclaimer
- I certify that I am not (nor do I act on behalf of someone who is) resident in any country that renders the accessing of this Microsite or parts thereof illegal.
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- I represent and warrant to Lonmin that I intend to access this area of the website for information purposes only, that I have read and understood this notice and that I understand that it may affect my rights or responsibilities.
- I have read and understood the notice set out above and I agree to be bound by the terms of this notice.