TIDMSXX
RNS Number : 2392G
Sirius Minerals plc
16 March 2020
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 OR
REGULATIONS OF SUCH JURISDICTION
FOR IMMEDIATE RELEASE
16 March 2020
RECOMMED CASH ACQUISITION
of
SIRIUS MINERALS PLC
by
ANGLO AMERICAN PROJECTS UK LIMITED
a wholly owned subsidiary of
Anglo American plc
Suspension of trading
On 20 January 2020, the boards of Sirius Minerals Plc (Sirius),
Anglo American plc (Anglo American) and Anglo American Projects UK
Limited (Bidco) announced that they had reached agreement on the
terms of a recommended cash acquisition of the entire issued and to
be issued ordinary share capital of Sirius by Bidco (the
Acquisition), to be implemented by means of a Court-sanctioned
scheme of arrangement under Part 26 of the Companies Act (the
Scheme) which was contained in a document sent to Sirius
Shareholders on 7 February 2020 (the Scheme Document).
On 13 March 2020, Sirius, Anglo American and Bidco announced
that the High Court of Justice in England and Wales had, on that
date, made an order sanctioning the Scheme under section 899 of the
Companies Act.
Sirius also announced on 13 March 2020, that, as expected, the
last day for dealings in, and for registration of transfers of, and
disablement of CREST for, Sirius Shares was 13 March 2020; and, as
also expected, the Scheme Record Time was at 6.30 p.m. (London
time) on 13 March 2020. Scheme Shareholders on Sirius's register of
members at the Scheme Record Time will, upon the Scheme becoming
effective, be entitled to receive 5.50 pence in cash for each
Sirius Share.
Dealings in Sirius Shares were suspended with effect from 7.30
a.m. (London time) today.
Except as otherwise defined herein, capitalised terms used but
not defined in this announcement have the same meanings as given to
them in the Scheme Document.
Next steps
The Scheme will become effective upon the delivery of a copy of
the Court Order to the Registrar of Companies, which is expected to
occur on 17 March 2020.
It is expected that the listing of Sirius Shares on the Official
List and the admission to trading of Sirius Shares on the London
Stock Exchange's Main Market for listed securities will each be
cancelled and the Sirius ADR program will be terminated, with
effect from 8.00 a.m. (London time) on 17 March 2020.
A further announcement will be made when the Scheme has become
effective and when the listing and admission to trading of Sirius
Shares have been cancelled.
If any of the expected times and/or dates above change, the
revised times and/or dates will be notified to Sirius Shareholders
by announcement through a Regulatory Information Service. Such
announcement will, subject to certain restrictions relating to
persons in Restricted Jurisdictions, also be available on Sirius's
website at
www.siriusminerals.com/investors/firm-offer-from-anglo-american-plc
and Anglo American's website at www.angloamerican.com/offer.
Enquiries:
Sirius
Gareth Edmunds
Tristan Pottas +44 (0) 845 524 0247
Edelman (Sirius's PR adviser)
Alex Simmons +44 (0) 20 3047 2543
J.P. Morgan Cazenove (Lead Financial
Adviser to Sirius)
Jamie Riddell
James Robinson
Andrey Zhvitiashvili
Jonty Edwards +44 (0) 20 7742 4000
Lazard (Financial Adviser to Sirius)
Spiro Youakim
David Burlison
Victoria Varga +44 (0) 20 7187 2000
Liberum Capital (Joint Broker
to Sirius)
Clayton Bush +44 (0) 20 3100 2000
Shore Capital (Joint Broker to
Sirius)
Jerry Keen +44 (0) 20 7408 4090
Anglo American
Media Investors
UK UK
James Wyatt-Tilby Paul Galloway
james.wyatt-tilby@angloamerican.com paul.galloway@angloamerican.com
+44 (0) 20 7968 8759 +44 (0) 20 7968 8718
Marcelo Esquivel Robert Greenberg
marcelo.esquivel@angloamerican.com robert.greenberg@angloamerican.com
+44 (0) 20 7968 8891 +44 (0) 20 7968 2124
Katie Ryall Emma Waterworth
katie.ryall@angloamerican.com emma.waterworth@angloamerican.com
+44 (0) 20 7968 8935 +44 (0) 20 7968 8574
South Africa
Pranill Ramchander
pranill.ramchander@angloamerican.com
+27 (0) 11 638 2592
Sibusiso Tshabalala
sibusiso.tshabalala@angloamerican.com
+27 (0) 11 638 2175
Brunswick (PR adviser to Bidco
and Anglo American)
Jonathan Glass
Charles Pretzlik +44 (0) 20 7404 5959
Bank of America Securities (Joint
Financial Adviser to Bidco and
Anglo American)
Ben Davies
Geoff Iles
Peter Surr
Ben Winstanley +44 (0) 20 7628 1000
Centerview Partners UK LLP (Joint
Financial Adviser to Bidco and
Anglo American)
James Hartop
Edward Rowe
Fiona McHardy +44 (0) 20 7409 9700
Allen & Overy LLP are retained as legal adviser to Sirius.
Linklaters LLP are retained as legal adviser to Anglo American
and Bidco.
Important Notices
J.P. Morgan Securities plc, which conducts its UK investment
banking business as J.P. Morgan Cazenove (J.P. Morgan Cazenove), is
authorised in the United Kingdom by the Prudential Regulation
Authority and regulated in the United Kingdom by the Prudential
Regulation Authority and the FCA. J.P. Morgan Cazenove is acting as
financial adviser exclusively for Sirius and no one else in
connection with the matters set out in this announcement and will
not regard any other person as its client in relation to the
matters in this announcement and will not be responsible to anyone
other than Sirius for providing the protections afforded to clients
of J.P. Morgan Cazenove, or for providing advice in relation to any
matter referred to herein.
Lazard & Co., Limited (Lazard), which is authorised and
regulated by the FCA in the United Kingdom, is acting exclusively
for Sirius and for no one else and will not be responsible to
anyone other than Sirius for providing the protections afforded to
its clients or for providing advice in connection with the matters
set out in this announcement. Neither Lazard nor any of its
affiliates owes or accepts any duty, liability or responsibility
whatsoever (whether direct or indirect, whether in contract, in
tort, under statute or otherwise) to any person who is not a client
of Lazard in connection with this announcement, any statement
contained herein, the transaction described herein or
otherwise.
Liberum Capital Limited (Liberum Capital), which is authorised
and regulated in the United Kingdom by the FCA, is acting as joint
broker exclusively for Sirius and for no one else in connection
with the matters set out in this announcement and will not regard
any other person as its client in relation to the matters in this
announcement and will not be responsible to anyone other than
Sirius for providing the protections afforded to clients of Liberum
Capital, or for providing advice in relation to any matter referred
to herein.
Shore Capital Stockbrokers Limited (Shore Capital), which is
authorised and regulated in the United Kingdom by the FCA, is
acting as joint broker exclusively for Sirius and no one else in
connection with the matters set out in this announcement and will
not regard any other person as its client in relation to the
matters in this announcement and will not be responsible to anyone
other than Sirius for providing the protections afforded to clients
of Shore Capital, or for providing advice in relation to any matter
referred to herein.
Merrill Lynch International (BofA Securities), which is
authorised by the UK Prudential Regulation Authority and regulated
by the FCA and the UK Prudential Regulation Authority, is acting as
financial adviser exclusively for Anglo American and for no one
else and will not be responsible to anyone other than Anglo
American for providing the protections afforded to its clients or
for providing advice in relation to the matters referred to in this
announcement. Neither BofA Securities, nor any of its affiliates,
owes or accepts any duty, liability or responsibility whatsoever
(whether direct or indirect, whether in contract, in tort, under
statute or otherwise) to any person who is not a client of BofA
Securities in connection with this announcement, any statement
contained herein or otherwise.
Centerview Partners UK LLP (Centerview Partners) is authorised
and regulated by the FCA. Centerview Partners is acting exclusively
for Anglo American and no one else in connection with the matters
referred to in this announcement. Centerview Partners is not and
will not be responsible to anyone other than Anglo American for
providing the protections afforded to its clients or for providing
advice in connection with the contents of this announcement or any
other matter referred to in this announcement. Neither Centerview
Partners, nor any of its affiliates, owes or accepts any duty,
liability or responsibility whatsoever to any person who is not a
client of Centerview Partners in connection with this announcement,
any statement contained herein or otherwise.
The Acquisition shall be made solely by means of the Scheme
Document which contains the full terms and conditions of the
Acquisition, including details of how to vote in respect of the
Acquisition.
Sirius, Anglo American and Bidco urge Sirius Shareholders to
read the Scheme Document as it contains important information
relating to the Acquisition.
This announcement does not constitute a prospectus or prospectus
exempted document.
Further Information
This announcement is for information purposes only and does not
constitute an offer to sell or an invitation to purchase any
securities or the solicitation of an offer to buy any securities,
pursuant to the Acquisition or otherwise. The Acquisition is being
made solely by means of the Scheme Document, which contains the
full terms and Conditions of the Acquisition, including details of
how to vote in respect of the Acquisition.
This announcement has been prepared for the purpose of complying
with the laws of England and Wales and the Code 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 of jurisdictions outside England and Wales.
Overseas Shareholders
The availability of the Scheme and the Acquisition to Overseas
Shareholders may be affected by the laws of the relevant
jurisdictions in which they are located. Overseas Shareholders
should inform themselves about and should observe any applicable
legal or regulatory requirements. It is the responsibility of all
Overseas Shareholders to satisfy themselves as to the full
compliance of the laws of the relevant jurisdiction in connection
therewith, including the obtaining of any governmental, exchange
control or other consents which may be required, or the compliance
with other necessary formalities which are required to be observed
and the payment of any issue, transfer or other taxes due in such
jurisdiction.
The release, publication or distribution of this announcement
and/or any accompanying documents in or into or from jurisdictions
other than the UK may be restricted by law and therefore any
persons who are subject to the law of any jurisdiction other than
the UK should inform themselves about, and observe, any applicable
legal or regulatory requirements. In particular, the ability of
persons who are not resident in the UK to vote their Sirius Shares
with respect to the Scheme at the Court Meeting or the General
Meeting, or to appoint another person as proxy may be affected by
the laws of the relevant jurisdictions in which they are located.
Any failure to comply with the applicable restrictions may
constitute a violation of the securities laws of any such
jurisdiction. To the fullest extent permitted by applicable law,
the companies and persons involved in the Acquisition disclaim any
responsibility or liability for the violation of such restrictions
by any person.
Unless otherwise determined by Bidco or required by the Code,
and permitted by applicable law and regulation, no person may vote
in favour of the Acquisition by any use, means, instrumentality or
form within a Restricted Jurisdiction or any other jurisdiction if
to do so would constitute a violation of the laws of that
jurisdiction. Accordingly, copies of this announcement and all
documents relating to the Acquisition are not being, and must not
be, directly or indirectly, mailed or otherwise forwarded,
distributed or sent in, into or from a Restricted Jurisdiction, and
persons receiving this announcement and all documents relating to
the Acquisition (including custodians, nominees and trustees) must
not mail or otherwise distribute or send them in, into or from such
jurisdictions where to do so would violate the laws in that
jurisdiction.
Notice to US investors
The Acquisition relates to the shares of an English company and
is being 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 the proxy solicitation or
tender offer rules under the US Securities Exchange Act of 1934, as
amended (the US Exchange Act). Accordingly, the Acquisition is
subject to the disclosure requirements, rules and practices
applicable in the UK to schemes of arrangement, which differ from
the disclosure requirements, style and format of US proxy
solicitation or tender offer rules. However, Anglo American and
Bidco reserve the right, subject to the prior consent of the Panel
and in accordance with the Co-operation Agreement, to elect to
implement the Acquisition by means of a Takeover Offer for the
entire issued and to be issued share capital of Sirius, as an
alternative to the Scheme.
If Anglo American and Bidco were to elect to implement the
Acquisition by means of a Takeover Offer, it shall be made in
compliance with all applicable US laws and regulations, including
Section 14(e) of the US Exchange Act and Regulation 14E
thereunder.
In the event that the Acquisition is implemented by way of a
Takeover Offer, in accordance with normal UK practice and pursuant
to Rule 14e-5(b) of the US Exchange Act, Anglo American or its
nominees or its brokers (acting as agents), may from time to time
make certain purchases of, or arrangements to purchase, Sirius
Shares outside such a Takeover Offer during the period in which
such a Takeover Offer would remain open for acceptance. If such
purchases or arrangements to purchase were to be made, they would
be made outside the US and would comply with applicable law,
including the US Exchange Act and the Code. Such purchases or
arrangements to purchase may occur either in the open market at
prevailing prices or in private transactions at negotiated prices.
Any information about such purchases or arrangements to purchase,
and the purchases and activities by exempt principal traders, will
be disclosed as required in the UK, will be reported to the
Regulatory News Service of the London Stock Exchange and will be
available on the London Stock Exchange website at
www.londonstockexchange.com/prices-and-news/prices-news/home.html.
This information will be publicly disclosed in the US to the extent
that such information is made public in the UK.
The information contained in this announcement has neither been
approved nor disapproved by the SEC or any US state securities
commission. Neither the SEC, nor any state securities commission,
has passed upon the fairness or merits of the Acquisition described
in, nor upon the accuracy or adequacy of the information contained
in, this announcement. Any representation to the contrary is a
criminal offence in the US.
The financial information included in this announcement has been
prepared in accordance with accounting standards applicable in the
UK 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. US generally accepted accounting principles differ
in certain respects from IFRS used in the UK. None of the financial
information in this announcement has been audited in accordance
with auditing standards generally accepted in the US or the
auditing standards of the Public Company Accounting Oversight Board
(United States).
The receipt of cash pursuant to the Acquisition by a US holder
of Sirius Shares as consideration pursuant to the terms of the
Acquisition will be a taxable transaction for US federal income tax
purposes and under applicable US state and local, as well as
foreign, and other, tax laws. Each Sirius Shareholder is urged to
consult his or her independent professional adviser immediately
regarding the tax consequences of the Acquisition applicable to him
or her.
It may be difficult for US holders to enforce their rights and
claims arising out of the US federal securities laws since Anglo
American, Bidco and Sirius are located in countries other than the
US, and some or all of their officers and directors may be
residents of countries other than the US. 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 judgment.
The statements contained in this announcement are made as at the
date of this announcement, unless some other time is specified in
relation to them, and service of this announcement shall not give
rise to any implication that there has been no change in the facts
set out in this announcement since such date. Nothing in this
announcement shall be deemed to be a forecast, projection or
estimate of the future financial performance of Sirius, the Sirius
Group, Anglo American, Bidco or the Wider Anglo American Group,
except where otherwise stated.
Forward-looking statements
This announcement (including information incorporated by
reference in this announcement), oral statements made regarding the
Acquisition, and other information published by Sirius, Anglo
American or any member of the Anglo American Group contain
statements which are, or may be deemed to be, "forward-looking
statements". Such forward-looking statements are prospective in
nature and are not based on historical facts, but rather on current
expectations and on numerous assumptions regarding the business
strategies and the environment in which Anglo American, any member
of the Anglo American Group or the Enlarged Group shall operate in
the future and are subject to risks and uncertainties that could
cause actual results to differ materially from those expressed or
implied by those statements.
The forward-looking statements contained in this announcement
relate to Anglo American, any member of the Anglo American Group or
the Enlarged Group's future prospects, developments and business
strategies, the expected timing and scope of the Acquisition and
other statements other than historical facts. In some cases, these
forward-looking statements can be identified by the use of forward
looking terminology, including the terms "believes", "estimates",
"will look to", "would look to", "plans", "prepares",
"anticipates", "expects", "is expected to", "is subject to",
"budget", "scheduled", "forecasts", "synergy", "strategy", "goal",
"cost-saving", "projects", "intends", "may", "will", "shall" or
"should" or their negatives or other variations or comparable
terminology. Forward-looking statements may include statements
relating to the following: (i) future capital expenditures,
expenses, revenues, earnings, synergies, economic performance,
indebtedness, financial condition, dividend policy, losses and
future prospects; (ii) business and management strategies and the
expansion and growth of Anglo American's, any member of the Anglo
American Group's or Sirius's operations and potential synergies
resulting from the Acquisition; and (iii) the effects of global
economic conditions and governmental regulation on Anglo
American's, any member of the Anglo American Group's or Sirius's
business.
By their nature, forward-looking statements involve risk and
uncertainty because they relate to events and depend on
circumstances that shall occur in the future. These events and
circumstances include changes in the global, political, economic,
business, competitive, market and regulatory forces, future
exchange and interest rates, changes in tax rates and future
business combinations or disposals. If any one or more of these
risks or uncertainties materialises or if any one or more of the
assumptions proves incorrect, actual results may differ materially
from those expected, estimated or projected. Such forward-looking
statements should therefore be construed in the light of such
factors.
Neither Sirius nor any of Anglo American nor any member of the
Anglo American Group, nor any of their respective associates or
directors, officers or advisers, provides any representation,
assurance or guarantee that the occurrence of the events expressed
or implied in any forward-looking statements in this announcement
shall actually occur. Given these risks and uncertainties,
potential investors should not place any reliance on
forward-looking statements.
The forward-looking statements speak only at the date of this
announcement. All subsequent oral or written forward-looking
statements attributable to any member of the Anglo American Group
or Sirius Group, or any of their respective associates, directors,
officers, employees or advisers, are expressly qualified in their
entirety by the cautionary statement above.
Sirius and Anglo American expressly disclaim any obligation to
update such statements other than as required by law or by the
rules of any competent regulatory authority, whether as a result of
new information, future events or otherwise.
No profit forecasts or estimates
No statement in this announcement is intended as a profit
forecast or estimate for any period and no statement in this
announcement should be interpreted to mean that earnings or
earnings per share for Anglo American or Sirius, as appropriate,
for the current or future financial years would necessarily match
or exceed the historical published earnings or earnings per share
for Anglo American or Sirius, as appropriate.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in 1
per cent. or more of any class of relevant securities of an offeree
company or of any securities exchange offeror (being any offeror
other than an offeror in respect of which it has been announced
that its offer is, or is likely to be, solely in cash) must make an
Opening Position Disclosure following the commencement of the offer
period and, if later, following the announcement in which any
securities exchange offeror is first identified. An Opening
Position Disclosure must contain details of the person's interests
and short positions in, and rights to subscribe for, any relevant
securities of each of (i) the offeree company and (ii) any
securities exchange offeror(s). An Opening Position Disclosure by a
person to whom Rule 8.3(a) applies must be made by no later than
3.30 pm (London time) on the 10th Business Day following the
commencement of the offer period and, if appropriate, by no later
than 3.30 pm (London time) on the 10th Business Day following the
announcement in which any securities exchange offeror is first
identified. Relevant persons who deal in the relevant securities of
the offeree company or of a securities exchange offeror prior to
the deadline for making an Opening Position Disclosure must instead
make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes,
interested in 1 per cent. or more of any class of relevant
securities of the offeree company or of any securities exchange
offeror must make a Dealing Disclosure if the person deals in any
relevant securities of the offeree company or of any securities
exchange offeror. A Dealing Disclosure must contain details of the
dealing concerned and of the person's interests and short positions
in, and rights to subscribe for, any relevant securities of each of
(i) the offeree company and (ii) any securities exchange offeror,
save to the extent that these details have previously been
disclosed under Rule 8. A Dealing Disclosure by a person to whom
Rule 8.3(b) applies must be made by no later than 3.30 pm (London
time) on the Business Day following the date of the relevant
dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a
securities exchange offeror, they shall be deemed to be a single
person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and
8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Panel's website at http://www.thetakeoverpanel.org.uk/,
including details of the number of relevant securities in issue,
when the offer period commenced and when any offeror was first
identified. If you are in any doubt as to whether you are required
to make an Opening Position Disclosure or a Dealing Disclosure, you
should contact the Panel's Market Surveillance Unit on +44 (0) 20
7638 0129.
Electronic Communications
Please be aware that addresses, electronic addresses and certain
information provided by Sirius Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from Sirius may be provided to Anglo American during
the Offer Period as requested under Section 4 of Appendix 4 of the
Code to comply with Rule 2.11(c) of the Code.
Publication on website and availability of hard copies
A copy of this announcement shall be made available, subject to
certain restrictions relating to persons resident in Restricted
Jurisdictions, on Anglo American's and Sirius's websites at
www.angloamerican.com/offer and
www.siriusminerals.com/investors/firm-offer-from-anglo-american-plc
respectively by no later than 12 noon (London time) on the Business
Day following the publication of this announcement. For the
avoidance of doubt, the contents of these websites are not
incorporated into and do not form part of this announcement.
You may request a hard copy of this announcement by contacting
Sirius's registrars, Link Asset Services, during business hours on
0371 664 0321 or at The Registry, 34 Beckenham Road, Beckenham,
Kent, BR3 4TU. You may also request that all future documents,
announcements and information to be sent to you in relation to the
Acquisition should be in hard copy form.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
SRSUNSBRRVUOARR
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March 16, 2020 03:50 ET (07:50 GMT)
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