Sibanye. Stillwater shall, after consultation with Lonmin, determine at its discretion the strategy for satisfying the Regulatory Conditions and obtaining all Clearances, including the timing and sequencing of engagement with the relevant Regulatory Authorities. Sibanye- Stillwater shall keep Lonmin reasonably informed and updated as to progress towards the satisfaction of the Regulatory Conditions, including by taking the steps set out below. Sibanye-Stillwater shall be responsible for paying any fees incurred as a result of the aforementioned filings, notifications and submissions, or any other fees levied by any Regulatory Authority for the purpose of obtaining the Clearances.
Sibanye. Stillwater shall ensure that the only conditions of the Offer shall be the Conditions (unless the Parties agree otherwise); and
Sibanye. Stillwater shall keep Lonmin reasonably informed, on a regular basis and in any event by 5 p.m. London time on the next Business Day following a request from Lonmin of the number of Lonmin Shareholders that have validly returned their acceptance or withdrawal forms or incorrectly completed their withdrawal or acceptance forms and the identity of such shareholders.
Sibanye. Stillwater undertakes to provide promptly to Lonmin or Lonmin's nominated advisers, all such Sibanye-Stillwater Information as Lonmin may reasonably request and which is required for the purpose of inclusion in the Scheme Document and any other document required by applicable law or under the Code for the implementation of the Transaction and to provide all other assistance as may be reasonably requested including access to and ensuring reasonable assistance is provided by its relevant professional advisers.
Sibanye. Stillwater shall, subject to the provisions of this Agreement and the satisfaction or waiver of all Conditions, agree to be bound by and consent to the implementation of the Scheme. For this purpose, Sibanye-Stillwater shall instruct counsel to appear on its behalf at the Scheme Hearing and undertake to the Court to be bound by the terms of the Scheme.
Sibanye. Stillwater shall discuss any proposed changes to the timetable to be set out in the Scheme Document with Lonmin as soon as reasonably possible.
Sibanye physical ‑ Constantia Office Park Bridgeview House Ground Floor (cnr 14th Avenue and Xxxxxxx Xxxxxxxxx Xxxxxx) Xxxxxxx 0000
Sibanye. Stillwater is a wholly-owned Subsidiary of SGL, established under the name Friedshelf 1595 Proprietary Limited on 7 November 2014, which was subsequently changed to Sibanye-Stillwater Limited on 6 July 2018 and converted into a public company for purposes of giving effect to the Reorganisation.
Sibanye. Stillwater has delivered the Offer to the SGL Board with this Agreement signed on behalf of Sibanye-Stillwater.
Sibanye. Stillwater undertakes to comply with the provisions of the Companies Act and the Regulations applicable to it in terms of the Offer and the Scheme, including:
6.4.1. the allotment and issue of the Scheme Consideration Shares to the Scheme Participants (including to the ADS Depositary) in consideration for the sale and transfer of the SGL Shares (including SGL Shares represented by SGL ADSs) of which they are the registered holders to Sibanye-Stillwater in terms of the Scheme;
6.4.2. the delivery of irrevocable written instructions to the Transfer Secretaries on the Implementation Date or, (if so required for the purposes of implementing the Scheme) prior to the Implementation Date as further contemplated in clause 9.1.2 below, to register the Scheme Consideration Shares in the name of the Scheme Participants;
6.4.3. the delivery by Sibanye-Stillwater to SGL and/or the Transfer Secretaries, as may be applicable, of all such information and all such documentation (executed where necessary by duly authorized signatories of Sibanye-Stillwater) as may be necessary to implement the Scheme and register Sibanye-Stillwater as the owner and registered holder of the SGL Shares; and
6.4.4. the repurchase from SGL of the Repurchase Share in accordance with clause 11 below.
