9
The receipt of New Sibanye-Stillwater Shares pursuant to the Offer by a US Lonmin Shareholder may be a
taxable transaction for US federal income tax purposes and under applicable state and local, as well as
foreign and other, tax laws. Each Lonmin Shareholder is urged to consult his independent professional
adviser immediately regarding the tax consequences of the Offer.
It may be difficult for US Lonmin Shareholders to enforce their rights and claims arising out of the US federal
securities laws, since Sibanye-Stillwater and Lonmin 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 Lonmin Shareholders may not be able to sue a non-US company or its officers or directors in a non-US
court for violations of the 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.
None of the securities referred to in this announcement have been approved or disapproved by the SEC,
any state securities commission in the United States or any other US regulatory authority, nor have such
authorities passed upon or determined the adequacy or accuracy of the information contained in this
announcement. Any representation to the contrary is a criminal offence in the United States.
The Offer will be subject to the applicable requirements of the Takeover Code, the Panel, the London
Stock Exchange, the Financial Conduct Authority, the UKLA and the Johannesburg Stock Exchange.
Forward-looking statements
This announcement 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-Stillwater’s and Lonmin’s financial
positions, business strategies, plans and objectives of management for future operations, are necessarily
estimates reflecting the best judgement of the senior management and directors of Sibanye-Stillwater
and Lonmin. All statements other than statements of historical facts included in this announcement 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
announcement. Sibanye-Stillwater and Lonmin expressly disclaim any obligation or undertaking to update
or revise any forward-looking statement (except to the extent legally required).
The Lonmin lead competent person designated in terms of the SAMREC Code, with responsibility for the
consolidation and reporting of Lonmin Mineral Resources and Mineral Reserves, and for overall regulatory
compliance of these figures, is Jurgens Visser. Jurgens Visser gave his consent for the disclosure of the 2016