Last week, Appian Capital Advisory achieved victory in the High Court of England and Wales, with the ruling that Sibanye-Stillwater Limited and its subsidiary, Sibanye BM Brazil (Pty) Ltd, are liable for damages due to unlawfully terminating their US$1.2B transaction. The transaction involved the acquisition of shares in Atlantic Nickel and Mineração Vale Verde, two Brazilian mining companies.
The dispute arose from a geotechnical event at Atlantic Nickel’s Santa Rita mine in Brazil in November 2021. Sibanye claimed that the event constituted a material adverse effect under the terms of the sale and purchase agreements (SPAs). However, the High Court ruled that the geotechnical event was insignificant and would not reasonably have been expected to be material. Therefore, Sibanye’s termination of the SPAs was unlawful.
As a result, Sibanye is now liable to compensate Appian for all the damages resulting from the termination of the US$1.2B transaction. The amount of these damages will be determined at trial in November 2025. Sibanye spokesperson James Wellsted mentioned that Appian currently claims damages of up to US$522M, while Sibanye argues that Appian is entitled to significantly reduced damages. In the ruling, Justice Butcher stated that the geotechnical event cited by Sibanye as the reason for withdrawing from the deal was neither expected to be material nor reasonably anticipated to become so.
