RECOMMENDED CASH ACQUISITION of SIRIUS MINERALS PLC
ANGLO AMERICAN PROJECTS UK LIMITED
a wholly-owned subsidiary of Anglo American plc
to be effected by means of a scheme of arrangement of
Sirius Minerals Plc under Part 26 of the Companies Act 2006
Publication of Scheme Document
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 effected by means of a scheme of arrangement under Part 26 of the Companies Act 2006 (the Scheme).
Capitalised terms used in this announcement, unless otherwise defined, have the meanings given to them in the Scheme Document (as defined below).
Publication and Posting of the Scheme Document
The board of Sirius is pleased to announce that it has today published a circular in relation to the Scheme (the Scheme Document) containing, among other things, a letter from the Sirius Chairman, the full terms and conditions of the Scheme, an explanatory statement pursuant to section 897 of the Companies Act 2006, an expected timetable of principal events, notices of the Court Meeting and General Meeting and details of the actions to be taken by Sirius Shareholders. The Scheme Document is available, subject to certain restrictions relating to persons in Restricted Jurisdictions, on Sirius’ website at www.siriusminerals.com/investors/firm-offer-from-anglo-american-plc, on Anglo American’s website at www.angloamerican.com/offer and will also be submitted to the National Storage Mechanism and be available at www.morningstar.co.uk/uk/NSM.
Hard copies of the Scheme Document and Forms of Proxy for the Court Meeting and the General Meeting are being posted to Sirius Shareholders and, for information only, to persons with information rights today.
As detailed further in the Scheme Document, in order to become effective, the Scheme requires, among other things, that a majority in number of the Scheme Shareholders present and voting (and entitled to vote) either in person or by proxy, representing not less than 75 per cent. in value of the Scheme Shares held by such Scheme Shareholders, vote in favour of the Scheme at the Court Meeting, and that the requisite majority of Sirius Shareholders approve the Scheme Resolution at the General Meeting. The Scheme is also subject to the satisfaction or (where applicable) waiver of the Conditions and further terms set out in the Scheme Document.
Notices convening the Court Meeting and the General Meeting, to be held at Honourable Artillery Company, Armoury House, City Road, London, EC1Y 2BQ, on 3 March 2020, are set out in the Scheme Document. The Court Meeting is scheduled to commence at 11.00 a.m. and the General Meeting is scheduled to commence at 11.15 a.m. (or as soon thereafter as the Court Meeting is concluded or adjourned).
The Sirius Directors, who have been so advised by J.P. Morgan Securities plc (J.P. Morgan Cazenove) and Lazard & Co., Limited (Lazard) as to the financial terms of the Acquisition, consider the terms of the Acquisition to be fair and reasonable. In providing their financial advice to the Sirius Directors, each of, J.P. Morgan Cazenove and Lazard has taken into account the commercial assessments of the Sirius Directors.
Accordingly, the Sirius Directors believe that the Acquisition is in the best interests of Sirius Shareholders and recommend unanimously that Scheme Shareholders vote in favour of the Scheme at the Court Meeting and that Sirius Shareholders vote in favour of the Resolutions at the General Meeting, as all of the Sirius Directors have irrevocably undertaken to do in respect of their own legal and/or beneficial holdings of 172,462,637 Sirius Shares representing, in aggregate, approximately 2.46 per cent. of Sirius’ issued ordinary share capital as at the close of business on 4 February 2020, being the latest practicable date before publication of the Scheme Document.
It is important that, for the Court Meeting, as many votes as possible are cast so that the Court may be satisfied that there is a fair representation of Scheme Shareholders’ opinion. Scheme Shareholders are therefore strongly encouraged to complete, sign and return their Forms of Proxy (once received) (or appoint a proxy online at www.siriusminerals-shares.com or electronically through the CREST electronic proxy appointment service) as soon as possible in accordance with the instructions for doing so.
Subject to the approval of Scheme Shareholders at the Court Meeting and Sirius Shareholders at the General Meeting, the sanction of the Scheme by the Court and the satisfaction or waiver (if capable of waiver) of the other Conditions to which the Scheme is subject, it is expected that the Scheme will become effective before the end of Q1 2020.
Holders of Scheme Shares should read the Scheme Document in its entirety before making a decision with respect to the Scheme.
A shareholder helpline is available for Sirius Shareholders. If Sirius Shareholders have any questions about the Scheme Document, the Court Meeting or the General Meeting, or how to complete the Forms of Proxy or to appoint a proxy online or electronically through the CREST electronic proxy appointment service, they can call the shareholder helpline at Link Asset Services on 0371 664 0321. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. Lines are open from 9.00 a.m. to 5.30 p.m., Monday to Friday, excluding public holidays in England and Wales. Please note that Link Asset Services cannot provide any financial, legal or tax advice, or advice on the Acquisition, and calls may be recorded and monitored for security and training purposes.
If you have any questions in relation to the Acquisition please contact Georgeson, a trading name of Computershare Investor Services PLC, on 00 800 3742 6163 between the hours of 9.00 a.m. and 5.00 p.m. Monday to Friday, excluding public holidays in England and Wales. Please note, that for legal reasons, Georgeson will only be able to provide you with information contained in this announcement and will be unable to give advice on the merits of the Acquisition or to provide legal, financial or taxation advice on the contents of this announcement or the Acquisition.
The Scheme Document contains an expected timetable of principal events relating to the Scheme, which is also set out in the Appendix to this announcement. The Scheme remains conditional on the approval of Scheme Shareholders at the Court Meeting and Sirius Shareholders at the General Meeting and to the satisfaction or waiver of the other Conditions set out in the Scheme Document, including the sanction of the Court. The Scheme is expected to become effective before the end of Q1 2020 and any update to the expected timetable will be announced through a Regulatory Information Service, with such announcement being made available on Sirius’ website at www.siriusminerals.com/investors/firm-offer-from-anglo-american-plc and at Anglo American’s website at www.angloamerican.com/offer.
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