RECOMMENDED 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.
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.
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