Sirius Minerals Plc Anglo American Projects UK Limited
Total Page:16
File Type:pdf, Size:1020Kb
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. PART TWO OF THIS DOCUMENT COMPRISES AN EXPLANATORY STATEMENT IN COMPLIANCE WITH SECTION 897 OF THE COMPANIES ACT AND DETAILS OF A PROPOSED ACQUISITION WHICH, IF IMPLEMENTED, WILL RESULT IN THE CANCELLATION OF THE LISTING ON THE OFFICIAL LIST OF AND OF ADMISSION TO TRADING OF SIRIUS SHARES ON THE LONDON STOCK EXCHANGE’S MAIN MARKET FOR LISTED SECURITIES. If you are in any doubt about the Acquisition or the contents of this document or what action you should take, you are recommended to seek your own financial, tax and legal advice immediately from your stockbroker, bank manager, solicitor, accountant or other independent financial adviser authorised under the Financial Services and Markets Act 2000 (as amended) if you are in the UK, or from another appropriately authorised independent financial adviser, if you are taking advice in a territory outside the UK. If you sell or otherwise transfer or have sold or otherwise transferred all of your Sirius Shares, please send this document (but not any personalised accompanying documents) and any reply-paid envelope at once to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was effected, for transmission to the purchaser or transferee. However, such documents should not be forwarded, distributed or transmitted (in whole or in part) in, into or from any jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction. If you sell or have sold or otherwise transferred part only of your holding of Sirius Shares, please retain these documents and consult the stockbroker, bank or other agent through whom the sale or transfer was effected. If you have recently purchased or otherwise been transferred Sirius Shares in certificated form, notwithstanding receipt of this document and any accompanying documents from the transferor, you should contact Link Asset Services on the telephone numbers set out below to obtain personalised Forms of Proxy. The release, publication or distribution of this document and/or any accompanying documents (in whole or in part) in, into or from jurisdictions other than the UK and US may be restricted by the laws or regulations of those jurisdictions and therefore persons into whose possession this document and/or any accompanying document come should inform themselves about, and observe, any such restrictions. Failure to comply with any such restrictions may constitute a violation of the securities laws or regulations of any such jurisdiction. To the fullest extent permitted by law, Sirius, Anglo American and Bidco disclaim any responsibility or liability for the violation of such restrictions by such persons. Recommended cash acquisition of Sirius Minerals Plc by 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 This document (including any documents incorporated into it by reference), together with the accompanying Forms of Proxy, should be read as a whole. Your attention is drawn to the letter from the Chairman of Sirius Minerals Plc (Sirius) in Part One (Letter from the Chairman of Sirius) of this document, which contains the unanimous recommendation of the Sirius Directors that you vote in favour of the Scheme at the Court Meeting and the Resolutions at the General Meeting. A letter from J.P. Morgan Securities plc (J.P. Morgan Cazenove) and Lazard & Co., Limited (Lazard) explaining the Scheme appears in Part Two (Explanatory Statement) of this document and constitutes an explanatory statement in compliance with section 897 of the Companies Act. Notices of the Court Meeting and the General Meeting of Sirius, each of which will be held at the Honourable Artillery Company, Armoury House, City Road, London, EC1Y 2BQ, on 3 March 2020, are set out on pages 86 to 94 of this document. The Court Meeting will start at 11.00 a.m. on that date and the General Meeting at 11.15 a.m. or as soon thereafter as the Court Meeting is concluded or adjourned. Action to be taken by Sirius Shareholders is set out on pages 5 to 7 of this document. It is very important that Sirius Shareholders use their votes so that the Court can be satisfied that there is a fair representation of their views. Forms of Proxy Sirius Shareholders are asked to complete and return the enclosed BLUE Form of Proxy (for use in respect of the Court Meeting) and the enclosed WHITE Form of Proxy (for use in respect of the General Meeting) in accordance with the instructions printed thereon as soon as possible, but in any event so as to be received by Sirius’ registrar, Link Asset Services, no later than 48 hours before the relevant meeting (or adjourned meeting, where applicable), excluding any part of a day that is not a Business Day. A pre-paid return address is provided on the back of the Forms of Proxy for this purpose for use in the UK only. Sirius Shareholders who hold Sirius Shares in CREST may also appoint a proxy through the CREST electronic proxy appointment service by following the instructions set out on pages 5 to 7 of this document. If the BLUE Form of Proxy for the Court Meeting is not lodged by the relevant time, it may be handed to Sirius’ registrar, Link Asset Services, on behalf of the Chairman of the Court Meeting, or to the Chairman of the Court Meeting, before the start of the Court Meeting. However, in the case of the General Meeting, if the WHITE Form of Proxy is not lodged by the relevant time, and in accordance with the instructions on the WHITE Form of Proxy, it will be invalid. As an alternative to completing and returning the printed Forms of Proxy, proxies may be appointed electronically by logging on to the following website: www.siriusminerals-shares.com and following the instructions there. For an electronic proxy appointment to be valid, the appointment must be received by Link Asset Services no later than 11.00 a.m. on 28 February 2020 for the Court Meeting and 11.15 a.m. on 28 February 2020 for the General Meeting or, if in either case the Meeting is adjourned, no later than 48 hours (excluding any part of a day that is not a Business Day) before the time fixed for the adjourned Meeting. In the case of the Court Meeting only, if you have not appointed a proxy electronically by such time, you may complete the BLUE Form of Proxy and hand it to a representative of Link Asset Services, on behalf of the Chairman of the Court Meeting, or to the Chairman of the Court Meeting, before the start of the Court Meeting. If you have any questions about this document, the Court Meeting or the General Meeting, or how to complete the Forms of Proxy, please 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. The helpline is open between 9.00 a.m. and 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 and calls may be recorded and monitored for security and training purposes. Certain terms used in this document are defined in Part Seven (Definitions) of this document. Further Information 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 document and will not regard any other person as its client in relation to the matters in this document 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 document. 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 document, any statement contained herein, the transaction described herein or otherwise. 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 document. 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 document, any statement contained herein or otherwise.