36
Proposed acquisition of Lonmin 14 December 2017
Proposed
acquisition of
Lonmin
14 December 2017
www.sibanyestillwater.com
Forward looking StatementsThis Presentation contains forward-looking statements within the meaning of the “safe harbour” provisions of the United States
Private Securities Litigation Reform Act of 1995. These forward-looking statements, including, among others, those relating to
Sibanye Gold Limited trading as Sibanye-Stillwater (“Sibanye-Stillwater”)’s and Lonmin Plc (“Lonmin”)’s financial positions, business
strategies, plans and objectives of management for future operations, are necessarily estimates reflecting the best judgment of the
senior management and directors of Sibanye-Stillwater and Lonmin. All statements other than statements of historical facts
included in this Presentation 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, economic, business, political and social
conditions in the United Kingdom, South Africa, Zimbabwe and elsewhere; changes in assumptions underlying Sibanye-Stillwater’s
and Lonmin’s estimation of their current mineral reserves and resources; the ability to achieve potential synergies from the Offer; the
ability to achieve anticipated efficiencies and other cost savings in connection with past and future acquisitions, as well as at
existing operations; the success of Sibanye-Stillwater’s and Lonmin’s business strategy, exploration and development activities; the
ability of Sibanye-Stillwater and Lonmin to comply with requirements that they operate in a sustainable manner; changes in the
market price of gold, PGMs and/or uranium; the occurrence of hazards associated with underground and surface gold, PGMs and
uranium mining; the occurrence of labour disruptions and industrial action; the availability, terms and deployment of capital or
credit; 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; 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; supply chain shortages and increases in
the price of production inputs; fluctuations in exchange rates, currency devaluations, inflation and other macro-economic
monetary policies; the occurrence of temporary stoppages of mines for safety incidents and unplanned maintenance; their 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; failure of information technology and
communications systems; the adequacy of insurance coverage; any social unrest, sickness or natural or man-made disaster at
informal settlements in the vicinity of some of Sibanye-Stillwater’s operations; and the impact of HIV, tuberculosis and other
contagious diseases. These forward-looking statements speak only as of the date of this Presentation. Sibanye-Stillwater and Lonmin
expressly disclaim any obligation or undertaking to update or revise any forward-looking statement (except to the extent legally
required).
Disclaimer
2
www.sibanyestillwater.com
1. Introduction
2. Transaction overview
3. Transaction rationale
a. Lonmin transaction rationale
b. Sibanye-Stillwater transaction rationale
4. Conclusion
5. Appendix
Contents
3
Introduction
4
www.sibanyestillwater.com
Transaction is aligned with our vision…
5Sibanye-Stillwater cares
SUPERIOR VALUE CREATION
FOR ALL OUR STAKEHOLDERS
Through mining our mult i -commodity
resources in a safe and healthy
environment
www.sibanyestillwater.com
6
…and aligned with our three-year strategic goal
Lonmin acquisition consistent with our strategy
Maintaining
our focus on
operational
excellence
Deleveraging
our balance
sheet
Improving
our position
on the
global
industry cost
curves
Addressing
our SA
discount
Consistently
delivering on
our market
commitments
Pursuing value
accretive
growth based
on
strengthened
equity rating
Strengthen our position as a
leading international precious
metals mining company by:
www.sibanyestillwater.com
A logical fourth PGM step
7
Aquarius
Rustenburg
Stillwater
Lonmin
• First entry into the SA PGM sector – April 2016
• Lean, well run company
• Operational performance has continued at record levels
since acquisition
• Effective from November 2016
• Smart transaction structure aligned with expectations of platinum
market outlook
• Significant synergies with Aquarius and the Group
• Annual synergies of R1bn by 2018, well ahead of previous target
of R800m over a 3-4 year period
• Tier one US PGM producer acquired in May 2017
• High grade, low cost assets with Blitz, a world class growth
project
• Provides geographic, commodity and currency diversification
• 78% palladium content provides upside to robust
palladium market
• Attractive acquisition price at low point in platinum price cycle
• Combination with Sibanye-Stillwater SA PGM assets – significant
potential synergies
• Completes Sibanye-Stillwater’s mine-to-market strategy in SA and
secures entire PGM value chain
• Sizeable Resources provide long-term optionality
A unique, leading precious metals mining company offering scale and sustainability
www.sibanyestillwater.com
A leading precious metals mining company
8
0.2
0.3
0.6
0.7
1.4
1.6
2.0
RBPlats
Northam
Norilsk²
Lonmin
Impala
Sibanye-Stillwater
(post-transaction)³
Amplats¹
2016A platinum
production (moz)
0.1
0.1
0.3
0.9
1.3
1.3
2.6
RBPlats
Northam
Lonmin
Impala
Amplats¹
Sibanye-Stillwater
(post-transaction) ³
Norilsk²
2016A palladium
production (moz)
1.5
1.7
2.0
2.1
2.4
2.8
2.9
3.6
3.8
5.2
5.5
Sibanye-Stillwater
Agnico-Eagle
Polyus
Gold Fields
Newcrest
Kinross
Gold Corp
AngloGold
Sibanye-Stillwater
(post-transaction)
Newmont
Barrick
2016A gold and gold
equivalents
production (moz)
3,4
Sibanye-Stillwater global PGM ranking Sibanye-Stillwater global gold ranking
Lonmin’s contribution to Sibanye-Stillwater
Positioned globally as a leading precious metals producer
Source: Company filings
Note:
1. Exclusive of Rustenburg Mine
2. Includes PGM by-products only
3. Rustenburg + Aquarius + Stillwater + Lonmin. Rustenburg, Kroondal, Platinum Mile and Mimosa as of FY16, per public disclosure. Figures include Blitz at full ramp-up
4. Sibanye –Stillwater gold equivalents included
www.sibanyestillwater.com
Manageable liquidity position
9
($ 305)
($ 225)
$ 175
$ 435 $ 480 $ 444 $ 537
($ 800)
($ 600)
($ 400)
($ 200)
$ 0
$ 200
$ 400
$ 600
2017 2018 2019 2020 2021 2022 2023 2024 2025
Pro-Forma¹ Liquidity and Debt Maturity Ladder - US$ millions
Cash (incl GBF) Available Facilities USD RCF ($350m) ZAR RCF (R6bn)
2022 Bonds ($500m) 2023 Convertible ($450m) 2025 Bonds ($550m)
Note: Sibanye-Stillwater figures as at 30 June 2017
¹ Pro-forma assumes Lonmin is acquired at a net debt neutral position
• Our priority is the deleveraging of our balance sheet
– Current net debt/EBITDA of 2.6x targeting 1.0x in the medium term
– All share consideration for Lonmin will not add debt to the balance sheet
• Anticipated that Lonmin will settle their current debt facilities prior to closing
with own cash
Primary focus on deleveraging – conserving cash
Transaction overview
10
www.sibanyestillwater.com
• Sibanye-Stillwater to acquire 100%
of Lonmin
• All share consideration:
– Share exchange ratio of 0.967
– At closing prices on 13 December 2017 this equates to a 35% premium
– Based on the 30 day VWAP of Sibanye-Stillwater this values each Lonmin share at 100p or a 41% premium to the Lonmin 30 day VWAP, equates to aggregate value of R5.15 billion (GBP 285 million)
– Lonmin Shareholders will receive approximately 11.3 % of pro-forma market cap
• Subject to various conditions
precedent
• No break or cancellation fee
• Should Sibanye-Stillwater
shareholders not approve the
transaction, agreement in principle
to discuss asset acquisition
A logical value accretive transaction
Transaction overview
11
1. Northam
2. Anglo America
Platinum
3. Siyanda Resources
4. Sedibelo Platinum
5. Wesizwe Platinum
6. Royal Bafokeng
Platinum
7. Impala Platinum
8. Eastern Platinum
Sibanye-Stillwater
Lonmin
12
3
2
4
6
Western Bushveld
Joint Venture
Pandora Joint
Venture
7
7
66
5
10
18
www.sibanyestillwater.com
Transaction subject to, inter-alia, the following conditions:
• Lonmin shareholder approval following all regulatory approvals (>75% by value
and majority in number of shares present and voting)
• Certain competition and regulatory approvals in relevant jurisdictions 1
• No cancellation of any prospecting or mining right held by Lonmin, pursuant to
Section 47 of the MPRDA having a material adverse effect 2
• Sibanye-Stillwater shareholder approval following all regulatory approvals
(>50% of shares present and voting)
Key conditions precedent
12
Note:
1. Including South Africa, the United Kingdom or possibly the European Union
2. Subject to Panel confirmation
A smart transaction structure
www.sibanyestillwater.com
Indicative milestones to closing
13
Target completion in
H2 2018
Announcement of transaction – 14 December, 2017
Lonmin shareholder approval and court meeting – H2 2018
Competition clearance obtained – H2 2018
Lonmin publish annual financial statements – January, 2018
The approval of the scheme by the court
Sibanye-Stillwater shareholder approval – H2 2018
A smart transaction structure
Transaction rationale
14
www.sibanyestillwater.com
Lonmin – transaction rationale
15Bongekile Ngqulunga
Lonmin Head of Precious
Metals Refinery
www.sibanyestillwater.com
16
The combination allows Lonmin shareholders to participate in growth and value creation opportunities of the
enlarged Sibanye Group
SA gold mining operations
SA and Zimbabwean
platinum mining operations
PGM operations and
projects in the Americas
US smelter facilities
US base metal refinery
South African Platinum
mining operations
Smelting
Base metal refinery
Precious metal refinery
Lonmin Group currently maintains a net cash position
Persistently low PGM pricing environment and inflationary cost pressures of operating in the South African PGM
industry, have been further exacerbated by internal factors including operational, social and labour issues
Putting ageing Generation One shafts on care and maintenance enables operational costs to be contained
As a result, in excess of 12,000 jobs at Lonmin are potentially at risk over the next three years
Lonmin continuously engages with its workforce to manage and mitigate the risk of job losses
Lonmin’s position in light of the macro-economic headwinds:
The combination of Sibanye-Stillwater and Lonmin creates a leading
South African mine-to-market company
www.sibanyestillwater.com
“ We believe that this Offer is in the best interests of Lonmin, Lonmin
Shareholders and all other stakeholders. Lonmin has an enviable mine to
market business with great mining assets, projects and process
technology and resilient workforce. Despite this, Lonmin continues to be
hamstrung by liquidity concerns. The combination with Sibanye-Stillwater
therefore provides a stronger platform for Lonmin shareholders and other
stakeholders to benefit from the long-term upside potential of an enlarged and geographically diversified Sibanye-Stillwater group. We
therefore unanimously recommend this Offer to our shareholders.” Ben
Magara – Chief Executive Officer
17
Lonmin CEO message
Sibanye-Stillwater
rationale
18
www.sibanyestillwater.com
• Sibanye-Stillwater anticipates that the transaction is NAV accretive on closing and earnings and cash flow accretive on a per share basis from 2021, once synergies begin to be realised in full and once related one-off costs have been incurred
• Detailed due diligence confirms significant synergies between Sibanye-Stillwater and Lonmin’s contiguous PGM assets
• Acquiring downstream processing business with a replacement value significantly higher than acquisition cost
• Enhanced scale facilitates greater operational flexibility and more effective allocation of capital
• Sizeable PGM Resources with potential upside from advanced brownfield projects and greenfield project pipeline
4%
29%
3%
6%
58%
Pro forma Mineral Reserves
4E Moz
Kroondal
Rustenburg
Mimosa
Tailings
Lonmin
Value accretive transaction with upside
Sibanye-Stillwater rationale
19
3%
27%
2%
8%
1%
59%
Pro forma Mineral Resources
4E Moz
Kroondal
Rustenburg
Mimosa
Projects
Tailings
Lonmin
Total
54.9moz
Total
307.1moz
1
Note:
1. Mineral Reserves and resources 4E attributable. Source: Companies’ 2016 Reserve and Resources statements
www.sibanyestillwater.com
Attractive acquisition at low point in price cycle
20
Lonmin: Afriore
Mvela: Booysendal &
Northam
Nkwe: Garatau/Tubatse
Anooraq: Bokoni
Jubilee: Tjate Project
Platmin: Sedibelo West
Anglo: AnooraqZambezi: Northam
Hebei: Eastplats
Sibanye-Stillwater:
Aquarius
Sibanye-Stillwater:
Rustenburg
Lonmin: Pandora
Northam: Tumela
Northam: Eland
RBPlats: Maseve
Implats: Waterberg
Sibanye-Stillwater:
Lonmin
0
5
10
15
20
0 100 200 300 400 500 600 700
De
al va
lue
(U
S$/R
eso
urc
e o
z)
Deal value (US$m)
Historic SA PGM transactions
A sizeable resource base at a compelling price
Source: Various companies’ disclosures
Note: Bubble size represents PGM Resources
www.sibanyestillwater.com
Marikana mines overview
21
Source: Lonmin 2017 Interim Results Presentation
SC =Shaft Capacity
DWL = Deepest Working Level
www.sibanyestillwater.com
• Significant capital investment required to maintain flat production profile
– Substantial capital hump
• Decommissioning of generation one shafts, which are coming to the end of
their lives, results in an expected retrenchment of approximately 12 600
employees over the next 3 years
Challenging financial requirements under current economic conditions
Lonmin production and capex profile
22
0
200 000
400 000
600 000
800 000
1 000 000
1 200 000
201
8
201
9
202
0
202
1
202
2
202
3
202
4
202
5
202
6
202
7
202
8
202
9
203
0
203
1
203
2
203
3
203
4
203
5
203
6
203
7
4E P
GM
ou
nc
es
Lonmin LoM - 4E PGM ounces in concentrate
K3 Saffy Rowland E3
4B K4 W1 E1
E2 Hossy Newman BTT
0
500
1 000
1 500
2 000
2 500
3 000
3 500
4 000
201
8
201
9
202
0
202
1
202
2
202
3
202
4
202
5
202
6
202
7
202
8
202
9
203
0
203
1
203
2
203
3
203
4
203
5
203
6
203
7
R m
illio
n
Lonmin LoM - Total capital by category (real terms)
Total Mining Capex Total Conc. Capex
Total S&R Capex Total Other Capex
Source: Lonmin’s company information
Note:
1. Numbers include contractors
www.sibanyestillwater.com
Affordable mining plan with optionality
Sibanye-Stillwater revised operational plan
23
• Revised mining plan developed after detailed due diligence
• Plan suitable for current economic and market conditions
– “Lower for longer” plan
• Conservative plan not contingent on expenditure of project capital thereby
ensuring affordability
• Generation one shafts to be put on care and maintenance as per Lonmin plan
• Flexibility to delay Mining project capital
– Optionality to significantly extend operating life in a higher PGM price environment
Saffy RowlandK3 E3 4B K4
NewmanW1 E1 E2 Hossy BTT
Lonmin LoM 4E PGM ounces in concentrate
Concentrator capex Smelter and refinery capexMining capex
Other capex New furnace capex Total LoM Capex
0
200 000
400 000
600 000
800 000
1 000 000
1 200 000
2018 2021 2024 2027 2030 2033 2036
4E P
GM
ou
nc
es
Revised plan - adjusted 4E PGM ounces
in concentrate
0
500
1 000
1 500
2 000
2 500
3 000
3 500
4 000
2018 2021 2024 2027 2030 2033 2036
R m
illio
n
Revised capital by category compared to Lonmin
plan (Real terms)
Source: Lonmin’s company information and due diligence performed by Sibanye-Stillwater
www.sibanyestillwater.com
Revised plan designed to ensure viability of operations
Restructuring
24
As at 30 September* 2017 Actual 2018 2019 2020 Cumulative
Total employees 32 512 28 812 23 512 19 912
Head count reduction -3 700 -5 300 -3 600 -12 600
* Numbers quoted include contractors
¹ Exclude additional smelter and refinery personnel required for the additional furnace in the Sibanye-Stillwater plan
• Planned retrenchment of approximately 12 600* employees over the next
three years primarily as a result of generation one shafts reaching the end of
their reserves
• The Sibanye-Stillwater revised business plan could affect a further 890¹ people
• The revised Sibanye-Stillwater plan is a base case for viability under current
market conditions
• Subject to S189 consultations, the possible retrenchments are anticipated to be
phased over a three-year period
Lonmin plan (before the transaction)
www.sibanyestillwater.com
Average processing synergies from 2021 to 2032 of approximately R550m per annum
Processing considerations
25
• Ability to treat Rustenburg
concentrate in Lonmin
processing facilities from 2021
• Synergy benefit of treating own
concentrate through owned
facilities
• Optimising capacity positively
impacts processing unit costs
• Allows for better mine planning
flexibility enhancing profitable
mining mix
• Potential to build DC ARC
furnace (approximate capital
cost of R1bn) to cater for total
Rustenburg concentrate
– Other potential solutions also being investigated
-
100 000
200 000
300 000
400 000
500 000
-
100 000
200 000
300 000
400 000
500 000
20
18
20
19
20
20
20
21
20
22
20
23
20
24
20
25
20
26
20
27
20
28
20
29
20
30
20
31
20
32
20
33
20
34
20
35
20
36
20
37
Ton
ne
s o
f C
on
cen
trat
e
Concentrate by Source
Sibanye-Stillwater Concentrate tonnes Lonmin Concentrate produced tonnes
-
200 000
400 000
600 000
800 000
1000 000
1200 000
1400 000
1600 000
1800 000
2000 000
20
18
20
19
20
20
20
21
20
22
20
23
20
24
20
25
20
26
20
27
20
28
20
29
20
30
20
31
20
32
20
33
20
34
20
35
20
36
20
37
4E
oz
in c
on
c /
4E
oz
pro
du
ced
4E PGM oz by Source
Lonmin 4E contained in conc Sibanye-Stillwater 4E Produced
www.sibanyestillwater.com
Long-term benefits of mine-to-market model in SA
26Creating an integrated long life mining and processing complex on the Western Limb
• One of only 3 fully integrated South
African PGM producers
• Scale allows for optimisation of
processing facilities, reducing unit
costs
• Reduced processing costs of
Rustenburg production from 2021
www.sibanyestillwater.com
Clear cost benefits realised at Kroondal and Rustenburg operations from integration with Sibanye-Stillwater
PGM all-in cost curves 2016 - 2017
27
0
2 000
4 000
6 000
8 000
10 000
12 000
14 000
16 000
18 000
20 000
Co
st R
/Oz
Two
riv
ers
Mo
toto
lo
Ea
st B
ou
lde
r
Stillw
ate
r
Zim
pla
ts
Kro
on
da
l
Un
ion
Ma
rula
Mo
dik
wa
Am
an
de
lbu
lt
Mo
ga
lakw
en
a
Lon
min
Mim
osa
Bo
oyse
nd
al
Ru
ste
nb
urg
Imp
ala
Bo
sch
ko
pp
ie
Un
ki
Zo
nd
ere
ind
e
0
2 000
4 000
6 000
8 000
10 000
12 000
14 000
16 000
18 000
20 000
Co
st R
/Oz
Two
riv
ers
Ea
st B
ou
lde
rStillw
ate
r
Mo
toto
lo
Kro
on
da
l
Zim
pla
ts
Ru
ste
nb
urg
Mo
ga
lakw
en
a
Mo
dik
wa
Mim
osa
Un
ion
Lon
min
Am
an
de
lbu
lt
Un
ki
Bo
oyse
nd
al
Imp
ala
Bo
sch
ko
pp
ie
Zo
nd
ere
ind
e
Ma
rula
Avg. basket price R12,128/ounce (6E)Avg. all-in costs = R12,589/ounce (6E)
Avg. basket price R12,699/ounce (6E)Avg. all-in costs = R12,277/ounce (6E)
Source: Company reports, Citi Research,
Note:
1. Includes cash costs, all capex exploration, corporate costs, cash taxes and other operating costs
2. Excluding base metal credits
3. Mines acquired by Sibanye-Stillwater in the Aquarius acquisition include Kroondal and Mimosa
Jun-16 all-in costs1 chart, by mine (R/6E ounce)2
Jun-17 all-in costs1 chart, by mine (R/6E ounce)2
Sibanye-Stillwater mines Lonmin Other PGM mines
www.sibanyestillwater.com
• Overhead costs (R730m per annum by 2021)
– Corporate office rationalisation (closing
the London office and delisting)
– Regional shared services
– Operational (mining) services
– One-off R80m cost required to achieve
these synergies
• Processing synergies
– Differential cost benefits of R780m by
2021 and an average of approximately
R550 per annum from 2021
– Approximately R1bn of capex required
for the purchase of a new furnace
Quantified synergies 1 Incremental synergy potential 2
• Ability to mine through existing mine boundaries
• Optimal use of surface infrastructure
• Optimising the mining mix
• Prioritisation of projects and new growth capital
• Capital reorganisation in line with new consolidated regional plan
Material synergies with Lonmin operations
28
Pre-tax synergies of approx. R1.5bn per annum by 2021
Note:
1. For overhead synergies, total savings anticipated when fully implemented in FY21; varies per toll agreement production
throughput for processing synergies with average calculated between 2021 and 2032
2. Synergies which are unquantifiable at this point in time
Average annual pre–tax synergies of approximately R1.3bn from 2021 – ensuring operational viability
www.sibanyestillwater.com
• Potential to retain more jobs in the
longer term
• Continued delivery of benefits for
employees, communities and other
stakeholders
• Greater stability for the Rustenburg
regional economy
• Positive for the South African fiscus
All stakeholders to benefit over the longer term
Broader stakeholder benefits
29
Conclusion
30
www.sibanyestillwater.com
A unique value proposition
31
A unique product mix of gold and PGM’s
Biggest producer of gold from South Africa
An international footprint
A primary producer of palladium
A leading PGM recycler
Sustainability Long gold PGM
mine life
Proudly South African while
competing on a global stage
The purpose of our mining is to improve lives
Delivery of superior value to all stakeholders
drives strategy
Gold
PGM
Copper
Contacts
James Wellsted/ Henrika Ninham
Tel:+27(0)83 453 4014/ +27(0)72 448 5910
Website: www.sibanyestillwater.com
32
Appendix
33
www.sibanyestillwater.com
Transaction summary
34
Consideration
• Under the terms of the Offer, each Lonmin shareholder will be entitled to receive:
• for each Lonmin Share 0.967 New Sibanye-Stillwater Shares
• Based on the 30 trading day volume weighted average price of R18.67 of Sibanye-Stillwater shares for the period ended 13 December 2017 (being the last business day prior to the date of this announcement)*, the offer values each Lonmin share at 100.0 pence and values the existing issued ordinary share capital of Lonmin at approximately £285 million and represents
a premium of approximately:
• 57 per cent. to the closing price per Lonmin share of 63.8 pence on 13 December 2017; and
• 41 per cent. to the 30 trading day volume weighted average price per Lonmin share for the period ended 13 December 2017 of 71.1 pence.
• The exchange ratio of the offer has been determined using the 30 trading day volume
weighted average price for Sibanye-Stillwater to smooth out the daily movements.
• Based on the closing price of R16.11 of a Sibanye-Stillwater share on 13 December 2017*, the offer values each Lonmin share at 86.3 pence and represents a premium of approximately 35 per cent. 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 per cent. of the enlarged Sibanye-Stillwater group
Source: Factset as of 13 December 2017
* The exchange rate on that date being R18.056:£1
www.sibanyestillwater.com
Transaction summary (continued)
35
Directors’ recommendationsand irrevocable undertakings
• The Lonmin Directors intend unanimously to recommend that Lonmin shareholders vote in favour of the scheme at the court meeting and the resolutions to be proposed at the Lonmingeneral meeting
• The Lonmin Directors have irrevocably undertaken to Sibanye-Stillwater to do in respect of their own beneficial shareholdings in Lonmin representing approximately 0.026698 per cent. of the existing issued ordinary share capital of Lonmin
Shareholderapproval
• Sibanye-Stillwater shareholder approval in relation to the issue of the new Sibanye-Stillwater shares to Lonmin shareholders in accordance with the Sibanye-Stillwater Memorandum of Incorporation supported by more than 50 percent of the voting rights exercised on the ordinary resolution at the Sibanye-Stillwater shareholder meeting
• Lonmin shareholder approval
• a majority in number of the Lonmin shareholders who are present and vote (and are entitled to vote), whether in person or by proxy, at the court meeting and who represent 75 per cent. in value of the Lonmin Shares voted by those Lonmin shareholders
• the resolutions required to implement the Scheme being duly passed by the requisite majority or majorities of votes cast at the Lonmin general meeting
Required key regulatory approvals*
• Certain competition and regulatory approvals (including in South Africa and the United Kingdom (or the European Union, in case a referral is made to the European Commission pursuant to Article 22 of the Council Regulation (EC) 139/2004) being obtained
License condition
• There is no cancellation of any prospecting right or mining right held by Lonmin pursuant to Section 47 of the MPRDA where such cancellation is material, and if such a cancellation has occurred it has not been: (i) withdrawn, lifted or revoked in writing by the Minister; or (ii) set aside, nullified or otherwise suspended by the order of a court of competent jurisdiction, within 15 business days of such cancellation (or, if earlier, by the date scheduled for the court hearing to approve the scheme).
*Refer to www.sibanyestillwater.com/investors/transactions/lonmin for announcement with full details on the required regulatory and other approvals
www.sibanyestillwater.com
Overview of Lonmin PGM operations
36
95%
3% 2%
Mineral Reserves 4E Moz 1
Marikana
Pandora JV
Tailings Dams
64%
16%
9%
7%3%1%
Mineral Resources 4E Moz 1
Marikana
Akanani
Limpopo
Pandora JV
Limpopo
Loskop JV
Western Limb Assets:• Marikana Mine• Pandora Mine
Total
31.7 Moz
Total
180.6 Moz
0.52
0.24
0.01
0.08
0.12
0.03
Refined 6E PGMS 2
Platinum
Palladium
Gold
Rhodium
Ruthenium
Iridium
Total
1.32 Moz
Eastern Limb Assets:• Limpopo & Loskop
Northern Limb Assets:• Akanani Project
Note:
1. Mineral Reserves and resources 4E attributable. Source: 2016 Reserve and Resources statement
2. Total refined PGMS 2017 - Fourth Quarter and Full Year 2017 Production Report and Business Update
