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General Meeting - Voting Result

19th Nov 2015 12:22

RNS Number : 3071G
Lonmin PLC
19 November 2015
 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN OR ANY OTHER JURISDICTION WHERE THE RELEASE, PUBLICATION OR DISTRIBUTION OF THIS ANNOUNCEMENT IS NOT PERMITTED BY APPLICABLE LAW OR REGULATION. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND DOES NOT CONSTITUTE A PROSPECTUS OR PROSPECTUS EQUIVALENT DOCUMENT. NOTHING HEREIN SHALL CONSTITUTE AN OFFERING OF ANY SECURITIES. ANY DECISION TO PURCHASE, SUBSCRIBE FOR, OTHERWISE ACQUIRE, SELL OR OTHERWISE DISPOSE OF ANY PROVISIONAL ALLOTMENT LETTER, NIL PAID RIGHTS, FULLY PAID RIGHTS, LETTERS OF ALLOCATION AND/OR NEW SHARES (TOGETHER, THE "SECURITIES") MUST BE MADE ONLY ON THE BASIS OF THE INFORMATION CONTAINED IN AND INCORPORATED BY REFERENCE INTO THE PROSPECTUS PUBLISHED BY LONMIN ON 9 NOVEMBER 2015. COPIES OF THE PROSPECTUS ARE AVAILABLE, SUBJECT TO CERTAIN RESTRICTIONS, FROM THE REGISTERED OFFICE OF LONMIN AND ON ITS WEBSITE AT WWW.LONMIN.COM.

 

19 November 2015

Lonmin Plc

General Meeting - Voting Result

 

Lonmin Plc ("Lonmin") announces that a General Meeting was held today to consider resolutions relating to the proposed Rights Issue, the Bapo BEE Placing and the Capital Reorganisation, details of which were set out in the notice of General Meeting included in Lonmin's circular to shareholders dated 2 November 2015 (the "Circular").

 

The resolutions as set out below were considered by means of a poll vote and duly adopted.

 

Lonmin Chairman Brian Beamish said: "Lonmin is now able to carry out its detailed and carefully structured Business Plan. I would like to thank our shareholders for their overwhelming support."

 

Resolution 1

The Board is empowered to subdivide each Existing Share into one Intermediate Ordinary Share of $0.000001 and one 2015 Deferred Share of $0.999999 and subsequently consolidate the Intermediate Ordinary Shares on the basis of a consolidation ratio of 100: 1.

 

Resolution 2

The Articles of Association are amended to set out the rights and restrictions attaching to the 2015 Deferred Shares.

 

Resolution 3

The Board is empowered to allot Shares at the nominal value of US$0.000001 up to an aggregate nominal amount of ordinary share capital of US$9,150,129. This will enable the Board to issue and allot Shares in connection with the Bapo BEE Placing.

 

Resolution 4

The Board is authorised to exercise its power to allot up to an aggregate nominal amount of ordinary share capital of US$400,000,000 in connection with the Rights Issue.

 

Resolution 5

The Board is authorised to disapply existing Shareholders' rights of pre-emption in relation to the allotment of Shares in connection with the Rights Issue and the Bapo BEE Placing.

 

For the number of votes cast and for further details please see below.

 

Resolution number

Votes for(1)

% of votes cast

Votes against

% of votes cast

Total votes cast

% of issued share capital voting

Number of shares on which votes were withheld(2)

1

280,569,864

87.92

38,532,257

12.08

319,102,121

54.37

811,625

2

280,480,074

87.92

38,525,572

12.08

319,005,646

54.35

906,363

3

283,401,842

88.85

35,551,241

11.15

318,953,083

54.34

959,409

4

280,521,906

87.92

38,558,792

12.08

319,080,698

54.37

833,863

5

280,264,261

87.88

38,636,617

12.12

318,900,878

54.34

1,013,683

 

(1) Votes in favour include proxy votes where the Chairman of the General Meeting was given discretion regarding how to vote.

(2) A vote withheld is not a vote in law and is not counted in the votes for and against a resolution.

 

As at close of business on 17 November 2015, the total number of Existing Shares eligible to be voted at the General Meeting was 586,906,900.

 

The passing of the resolutions will enable Lonmin to proceed with the Rights Issue, the Bapo BEE Placing and the Capital Reorganisation as described in the Circular and the Prospectus.

 

Definitions used in the Prospectus dated 9 November 2015 shall have the same meanings when used in this announcement, unless the context requires otherwise.

 

CONTACTS

Lonmin

 

Tanya Chikanza (Head of Investor Relations) 

+27 11 218 8300 / +44 20 7201 6007

Cardew Group

 

Anthony Cardew / James Clark

+44 20 7930 0777

Sue Vey

+27 72 644 9777

 

IMPORTANT NOTICES

 

This announcement, and the information referred to in it, is an advertisement and not a prospectus and any decision to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any Provisional Allotment Letter, Form of Instruction, Nil Paid Rights, Fully Paid Rights, Letters of Allocation and/or New Shares (together, the "Securities") should only be made on the basis of information contained in or incorporated by reference into the Prospectus. This announcement cannot be relied upon for any investment contract or decision. This announcement is not intended to and does not constitute or form part of any offer or invitation to purchase or subscribe for, or any solicitation to purchase or subscribe for, Securities or to take up any entitlements to Nil Paid Rights in any jurisdiction.

 

The information contained in this announcement is not for release, publication or distribution to persons in the United States of America or any Excluded Territory and should not be distributed, forwarded to or transmitted in or into any jurisdiction where to do so might constitute a violation of the securities laws or regulations of such jurisdiction. There will be no public offer of the Securities in the United States of America or any Excluded Territory. The distribution of this announcement and/or the Prospectus and/or the Securities into jurisdictions other than the United Kingdom may be restricted by law, and, therefore, persons into whose possession this announcement and/or the information contained herein and/or the Prospectus and/or the Provisional Allotment Letter and/or the Form of Instruction comes should inform themselves about and observe any such restrictions. Any failure to comply with any such restrictions may constitute a violation of the securities laws of such jurisdiction.

 

The Securities have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), or under any securities laws of any state or other jurisdiction of the United States and may not be offered, sold, pledged, taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly, within the United States except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. The Securities have not been approved or disapproved by the United States Securities Exchange Commission, any state securities commission in the United States or any other U.S. regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the Rights Issue or the accuracy or adequacy of the Prospectus. Any representation to the contrary is a criminal offence in the United States.

 

Accordingly, subject to certain exceptions, the Rights Issue is not being made in the United States of America and neither this announcement, the Prospectus, the Letters of Allocation nor the Provisional Allotment Letters constitute or will constitute an offer, or an invitation to apply for, or an offer or an invitation to subscribe for or acquire any Securities in the United States. Subject to certain limited exceptions, Provisional Allotment Letters have not been, and will not be, sent to, and Nil Paid Rights have not been, and will not be, credited to the CREST account of, any Qualifying Shareholder with a registered address in or that is located in the United States of America.

 

This announcement does not constitute a recommendation concerning any investor's options with respect to the Rights Issue. The price and value of securities can go down as well as up. Past performance is not a guide to future performance. The contents of this announcement are not to be construed as legal, business, financial or tax advice. Each Shareholder or prospective investor should consult his, her or its own legal adviser, business adviser, financial adviser or tax adviser for legal, financial, business or tax advice.

 

A copy of the Prospectus containing details of the Rights Issue is available from the registered office of the Company and on the Company's website at www.lonmin.com provided that the Prospectus will not, subject to certain exceptions, be available (whether through the website or otherwise) to Shareholders in the United States or any Excluded Territories.

 

Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this announcement.

 

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
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