8 January 2020
Sirius Minerals Plc
Statement regarding possible offer
The Board of Sirius Minerals Plc (“Sirius” or “the Company”) announces that it is in advanced discussions with Anglo American Plc (“Anglo American”) regarding a possible all cash offer of 5.50 pence per Sirius share for the entire issued, and to be issued, share capital of Sirius (the “Proposal”).
The Proposal represents a premium of:
- 34.1% to the closing price of 4.10 pence per Sirius share on 7 January 2020, being the last business day prior to the date of this announcement;
- 46.5% to the volume-weighted average price of 3.75 pence per Sirius share since the 17 September 2019 Strategic Review Announcement up to 7 January 2020;
53.4% to the one month volume-weighted average price of 3.59 pence per Sirius share up to 7 January 2020; and
61.7% to the three month volume-weighted average price of 3.40 pence per Sirius share up to 7 January 2020
Subject to the successful outcome of on-going discussions (including satisfactory assurances as to the safe-guarding of employee and other stake-holder interests and the agreement of the full terms and conditions of any offer), the Board of Sirius has indicated to Anglo American that it expects to be able to recommend a firm offer for Sirius if made by Anglo American at the price set out in the Proposal.
There can be no certainty that any firm offer will be made. Anglo American has expressly reserved the right to:
o With the agreement or recommendation of the Board of Sirius; or
o If a third party announces a firm intention to make an offer for Sirius on less favourable terms; or
o If Sirius announces a “whitewash” transaction.