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Proposed Odd-lot Offer, as Specific Offer, distribution of the Circular and Notice of the General Meeting
Sibanye Stillwater Limited
Incorporated in the Republic of South Africa
Registration number 2014/243852/06
Share codes: SSW (JSE) and SBSW (NYSE)
ISIN – ZAE000259701
Issuer code: SSW
(“Sibanye-Stillwater” or “the Group” or “the Company”)
Website: www.sibanyestillwater.com
NOT FOR DISTRIBUTION, RELEASE OR PUBLICATION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED
STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE
DISTRICT OF COLUMBIA), OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION, RELEASE OR
PUBLICATION WOULD BE RESTRICTED OR PROHIBITED. OTHER RESTRICTIONS ARE APPLICABLE. PLEASE SEE
THE IMPORTANT NOTICE AT THE END OF THE ANNOUNCEMENT.
Proposed Odd-lot Offer, as Specific Offer, distribution of the Circular and Notice of
the General Meeting
1. Introduction
The Board of directors of Sibanye-Stillwater (“Board”) wishes to make an offer to certain
holders of Sibanye-Stillwater ordinary shares, via an Odd-lot offer (“Odd-lot Offer”) to
holders of fewer than 100 Sibanye-Stillwater Shares (“Odd-lot Holders”) and a specific
repurchase in terms of the Listings Requirements of the JSE Limited (“JSE”) and the Companies
Act, 2008 (”Specific Offer”) to holders of 100 Sibanye-Stillwater Shares or more but equal
to or fewer than 400 Sibanye-Stillwater Shares (“Specific Holders”), (collectively,
“Offers”).
As at 30 September 2020, Sibanye-Stillwater had approximately 30,000 ordinary shareholders,
which reflects nearly a 60% increase in the total number of Sibanye-Stillwater shareholders
(“Shareholders”) compared to the period prior to the acquisition by Sibanye Gold Limited of
the entire issued share capital of Lonmin Plc on 10 June 2019. The aggregate shareholding
in Sibanye-Stillwater of Shareholders who own fewer than 400 ordinary shares in Sibanye-
Stillwater (“Sibanye-Stillwater Shares”) represents approximately 50% of the number of total
Shareholders and 0.05% of all Sibanye-Stillwater Shares in issue.
Shareholders are therefore advised of the Company’s intention to implement an Odd-lot Offer
and a Specific Offer to Odd-lot Holders and Specific Holders, respectively (collectively,
“Offer Holders”).
Sibanye-Stillwater has thus decided to proceed with the implementation of the Offers which
will result in the repurchase by the Company of the Sibanye-Stillwater Shares from the Offer
Holders at an offer price determined as outlined in paragraph 4.3 below (“Offer Price”),
subject to approval by Shareholders at a general meeting of Sibanye-Stillwater to be held
on 1 December 2020 (“General Meeting”).
2. The Rationale
The Offers will provide Offer Holders with the ability to dispose of their Sibanye-Stillwater
Shares which are subject to the Offers (“Offer Holdings”) on an efficient basis and also
provide liquidity for those Offer Holders who elect not to retain their Offer Holdings or,
subject to amending the Memorandum of Incorporation of the Company (“MOI”), Odd-lot Holders
who do not make an election in which case such Odd-lot Holders will be deemed to have agreed
to dispose of their Sibanye-Stillwater Shares (“Odd-lot Holdings”). Odd-lot Holders can
elect to retain their Odd-lot Holdings. The Specific Holders are required to elect to sell
their Sibanye-Stillwater Shares (“Specific Holdings”), and where no such election is made,
the Specific Holdings will remain unchanged.
For Sibanye-Stillwater, the Offers will, inter alia, reduce the complexity and cost of
managing a significantly larger Shareholder base.
3. Amendments to MOI
The Board further proposes to make amendments to the Company’s MOI in order to (i) obtain
authority to make and implement the Odd-lot Offer as outlined in detail in the circular to
Shareholders (“Circular”), to expropriate Sibanye-Stillwater Shares from Shareholders in
certain circumstances, including most notably the ability to make expropriation a default
action for those Odd-lot Holders who have not made an election, and who will be deemed to
have accepted the Odd-lot Offer; and (ii) to allow for the provision by the Company of
electronic notices to the Shareholders.
4. Key terms of the Offers
4.1 Odd-lot Offer
Following the General Meeting and provided the Shareholders approve the resolutions required
to amend the MOI and implement the Odd-lot Offer as contained in the notice of general
meeting (“Notice of General Meeting”) incorporated in the Circular (“Resolutions”), Sibanye-
Stillwater will proceed with implementing the Odd-lot Offer.
In terms of the Odd-lot Offer, Odd-lot Holders will be able to:
• have their Odd-lot Holdings acquired by Sibanye-Stillwater at the Offer Price if they
decide to sell their Odd-lot Holdings; or
• retain their Odd-lot Holdings if they decide to retain their Odd-lot Holdings.
Odd-lot Holders who wish to retain their Sibanye-Stillwater Shares must specifically elect
to do so. Odd-lot Holders who do not make an election will, subject to the amendment of the
MOI, automatically be regarded as having accepted the Odd-lot Offer and to have chosen to
dispose of their Sibanye-Stillwater Shares to the Company and will receive the Offer Price
(“Cash Consideration”).
4.2 Specific Offer
In terms of the Specific Offer, Specific Holders will be able to:
• have their Specific Holdings acquired by Sibanye-Stillwater at the Offer Price if they
decide to sell their Specific Holdings.
The Specific Holders are required to elect to sell their Specific Holdings, and where no
such election is made, their Specific Holdings will remain unchanged.
4.3 Offer Price
The Offer Price will be at a premium of 5% to the VWAP of a Sibanye-Stillwater share on the
JSE over the 10 trading days up to the day immediately prior to the finalization date
announcement, which is expected to be announced on or before Friday, 11 December 2020, less
the dividend withholding tax levied in terms of the Income Tax Act to be withheld by the
CSDP at the rate applicable to the relevant shareholder.
4.4 Tax Implications
Sibanye-Stillwater’s existing cash resources, being income, will be utilised to satisfy the
Cash Consideration. The Cash Consideration paid by Sibanye-Stillwater pursuant to the Offer
Shares should constitute a “dividend” as defined in section 1 of the Income Tax Act, in the
hands of such Shareholder as no portion of the repurchase price will consist of contributed
tax capital. For further details on the tax implications of the Offer, please refer to the
Circular.
The summary tax implications serve as a general guide and is not intended to constitute a
comprehensive analysis of the tax consequence of the Offers under the South African tax law.
It is also not intended to be, nor should it be considered to be, a legal or tax advice.
Shareholders’ personal circumstances may lead to a different tax outcome, as such,
Shareholders should seek appropriate advice in respect of their particular circumstances
from their own tax and/or other professional advisers.
4.5 Transaction costs for the Offers
4.5.1 Shareholders eligible to participate in the Offers will not bear any transaction costs
in respect of the Odd- lot Offer and Specific Offer.
4.5.2 Securities transfer tax, if any, will be paid by Sibanye-Stillwater at a rate 0.25%.
4.5.3 The Offers may be subject to tax in the relevant jurisdiction of the Offer Holder
arising from the disposal of the Odd-lot Holdings or Specific Holdings by the Offer
Holders who make an election to sell their respective Odd-lot Holdings or Specific
Holdings to Sibanye-Stillwater, or who do not make an election in the case of Odd-lot
Holders.
The Offers do not constitute an offer to sell or the solicitation of any offer to buy any
Sibanye-Stillwater securities in any in which the distribution, release or publication would
be restricted or prohibited (“Restricted Jurisdiction”), including the United States (or to
or for the benefit of any US Person (as such term is defined in Rule 902 under the US
Securities Act of 1933)), or by use of the mails, or by any means or instrumentality
(including, without limitation, facsimile transmission, telephone and the internet) of
interstate or foreign commerce, or of any facility of a national securities exchange, of
any Restricted Jurisdiction, including the United States, and the Offers cannot be accepted
by any such use, means, instrumentality or facility or from within any Restricted
Jurisdiction, including the United States (or by a US Person). The Offers are not available
to holders of Sibanye-Stillwater American Depositary Shares.
Full details on the terms of the Offers are contained in the Circular.
5. Circular and notice of General Meeting
For Sibanye-Stillwater to implement the Odd-lot Offer, the Board is seeking approval from
Shareholders to give effect to the proposed amendments to the MOI and to implement the
Offers, and is therefore convening a General Meeting of Shareholders, to be held through
electronic communication on Tuesday, 1 December 2020 at 09:00 (SA time), at which all
Shareholders will be entitled to vote on the Resolutions required to give effect to proposed
amendments to MOI and to implement the Offers.
A Circular, containing details of the Offers and proposed amendments to MOI, together with
a Notice of General Meeting, has been posted to Shareholders on Monday, 2 November 2020.
The Circular is also available on the Company’s website: (www.sibanyestillwater.com/news-
investors/odd-lot-offer). In addition, a Shareholder meeting guide, providing detailed step
on how to gain access to the General Meeting, has been made available on the Company’s
website at: (www.sibanyestillwater.com/news-investors/odd-lot-offer).
6. Salient dates and times
2020
Record date to determine which Shareholders are eligible to
Friday, 23 October
receive the Circular
Announcement relating to the Offers and the issue of the
Circular (together with the Notice of General Meeting) released Monday, 2 November
on SENS
Circular (together with the Notice of General Meeting) posted
Monday, 2 November
to Shareholders
Last day to trade to be entitled to attend and vote at the
Tuesday, 17 November
General Meeting
Record date to be entitled to vote and participate in the
Friday, 20 November
General Meeting
The date by which Forms of Proxy for the General Meeting must
Monday, 30 November
be lodged, by 09:00 (CAT)
General Meeting to be held through electronic communication at
Tuesday, 1 December
9:00 (CAT)
Results of General Meeting released on SENS Tuesday, 1 December
If the amendment of the MOI is approved, filing of amended MOI
Tuesday, 1 December
with Companies and Intellectual Property Commission (CIPC)
Results of General Meeting published in press Wednesday, 2 December
If the requisite Resolutions are passed at the General Meeting
Wednesday, 2 December
and MOI filed with CIPC, the Odd-lot Offer opens at 9:00 (CAT)
If the requisite Resolutions are passed at the General Meeting,
Wednesday, 2 December
the Specific Offer opens at 9:00 (CAT)
Publication of the Finalisation Date Announcement (including Friday, 11 December
the Offer Price) released on SENS before 11:00 (CAT) on or
before
Finalisation Date Announcement (including the Offer Price) Monday, 14 December
published in the press
Last day to trade to participate in the Offers Monday, 21 December
Sibanye-Stillwater Shares trade ‘ex’ the Offers Tuesday, 22 December
Forms of Election and Surrender for the Odd-lot Offer to be
Thursday, 24 December
received by the Transfer Secretaries by 12:00 (CAT)
Forms of Election and Surrender for the Specific Offer to be
Thursday, 24 December
received by the Transfer Secretaries by 12:00 (CAT)
Record date for the Offers.
Thursday, 24 December
Offers close at 12:00 (CAT)
Offer implementation date Monday, 28 December
Dematerialised Odd-lot Holders and Dematerialised Specific
Holders who have accepted the Offers or, subject to amendment
of the MOI, Odd- lot Holders who have made no election and are
Monday, 28 December
deemed to have accepted the Odd-lot Offer, will have their
accounts held at their CSDP or broker credited with the Cash
Consideration
Payments of the Cash Consideration to Certificated Odd-lot
Holders and Certificated Specific Holders who have accepted
the Offers or, subject to amendment of the MOI, Odd-lot Holders Monday, 28 December
who have made no election and are deemed to have accepted the
Odd-lot Offer
Results of the Offers released on SENS Monday, 28 December
Results of the Offers published in the press Tuesday, 29 December
Cancellation and termination of listing of Sibanye-Stillwater
Wednesday, 30 December
Shares repurchased in terms of the Offers expected on or about
Notes:
1. These salient dates and times are subject to amendment at the discretion of the Company.
Any such amendments will be released on SENS.
2. All times quoted are local times in South Africa.
3. Shareholders may not dematerialise or rematerialise their Sibanye-Stillwater Shares for
the period following the last day to trade, being Tuesday, 22 December 2020 to Thursday,
24 December 2020.
Johannesburg, 2 November 2020
Investor relations contact:
Email: ir@sibanyestillwater.com
James Wellsted
Head of Investor Relations
Tel: +27 (0) 83 453 4014
www.sibanyestillwater.com
Sponsor:
J.P. Morgan Equities South Africa Proprietary Limited
Legal Advisors:
Edward Nathan Sonnenbergs Inc.
FORWARD LOOKING STATEMENTS
The information in this announcement may contain forward-looking statements within the meaning
of the “safe harbour” provisions of the United States Private Securities Litigation Reform Act
of 1995. These forward-looking statements, including, among others, those relating to Sibanye
Stillwater Limited’s (“Sibanye-Stillwater” or the “Group”) financial positions, business
strategies, plans and objectives of management for future operations, are necessarily estimates
reflecting the best judgment of the senior management and directors of Sibanye-Stillwater.
All statements other than statements of historical facts included in this announcement may be
forward-looking statements. Forward-looking statements also often use words such as “will”,
“forecast”, “potential”, “estimate”, “expect” and words of similar meaning. By their nature,
forward-looking statements involve risk and uncertainty because they relate to future events
and circumstances and should be considered in light of various important factors, including
those set forth in this disclaimer. Readers are cautioned not to place undue reliance on such
statements.
The important factors that could cause Sibanye-Stillwater’s actual results, performance or
achievements to differ materially from those in the forward-looking statements include, among
others, our future business prospects; financial positions; debt position and our ability to
reduce debt leverage; business, political and social conditions in the United States, South
Africa, Zimbabwe and elsewhere; plans and objectives of management for future operations; our
ability to obtain the benefits of any streaming arrangements or pipeline financing; our ability
to service our bond instruments; changes in assumptions underlying Sibanye-Stillwater’s
estimation of their current mineral reserves and resources; the ability to achieve anticipated
efficiencies and other cost savings in connection with past, ongoing and future acquisitions,
as well as at existing operations; our ability to achieve steady state production at the Blitz
project; the success of Sibanye-Stillwater’s business strategy; exploration and development
activities; the ability of Sibanye-Stillwater to comply with requirements that they operate in
a sustainable manner; changes in the market price of gold, PGMs and/or uranium; the occurrence
of hazards associated with underground and surface gold, PGMs and uranium mining; the occurrence
of labour disruptions and industrial action; the availability, terms and deployment of capital
or credit; changes in relevant government regulations, particularly environmental, tax, health
and safety regulations and new legislation affecting water, mining, mineral rights and business
ownership, including any interpretations thereof which may be subject to dispute; the outcome
and consequence of any potential or pending litigation or regulatory proceedings or other
environmental, health and safety issues; power disruptions, constraints and cost increases;
supply chain shortages and increases in the price of production inputs; fluctuations in exchange
rates, currency devaluations, inflation and other macro-economic monetary policies; the
occurrence of temporary stoppages of mines for safety incidents and unplanned maintenance; the
ability to hire and retain senior management or sufficient technically skilled employees, as
well as their ability to achieve sufficient representation of historically disadvantaged South
Africans in management positions; failure of information technology and communications systems;
the adequacy of insurance coverage; any social unrest, sickness or natural or man-made disaster
at informal settlements in the vicinity of some of Sibanye-Stillwater’s operations; and the
impact of HIV, tuberculosis and the spread of other contagious diseases, such as coronavirus
(“COVID-19”). Further details of potential risks and uncertainties affecting Sibanye-Stillwater
are described in Sibanye-Stillwater’s filings with the Johannesburg Stock Exchange and the
United States Securities and Exchange Commission.
These forward-looking statements speak only as of the date of the content. Sibanye-Stillwater
expressly disclaims any obligation or undertaking to update or revise any forward-looking
statement (except to the extent legally required).
IMPORTANT NOTICES
This announcement may not be published, distributed or transmitted in the United States, or in
any other Restricted Jurisdiction, and therefore persons in such jurisdictions into which this
announcement is released, published or distributed should inform themselves about and observe
such restrictions.
The Offers do not constitute an offer to sell or the solicitation of any offer to buy any
Sibanye-Stillwater securities in any Restricted Jurisdiction, including the United States (or
to or for the benefit of any US Person) and such Offers are not being made, directly or
indirectly, in or into the United States (or for the benefit of any US Person), or by use of
the mails, or by any means or instrumentality (including, without limitation, facsimile
transmission, telephone and the internet) of interstate or foreign commerce, or of any facility
of a national securities exchange, of any Restricted Jurisdiction, including the United States,
and the Offers cannot be accepted by any such use, means, instrumentality or facility or from
within any Restricted Jurisdiction, including the United States (or by a US Person).
Accordingly, neither copies of this announcement nor any related documentation (including the
Circular) are being or may be mailed or otherwise distributed or sent in or into or from a
Restricted Jurisdiction, including the United States (or for the benefit of any US Person),
and if received in any Restricted Jurisdiction, including the United States (or by a US Person),
this Circular should be treated as being received for information purposes only. The Offers
are not available to holders of Sibanye-Stillwater American Depositary Shares. Sibanye-
Stillwater has not and will not register under the US Securities Act any shares being offered
or sold under the Offers. These shares may not be offered or sold in the United States or to
US persons, unless they are registered under the US Securities Act, or an exemption from the
registration requirements of the US Securities Act is available. Further details on the process
to be followed are contained in the Circular.
Date: 02-11-2020 03:30:00
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