Wrap Text
Pro forma financial effects
SIBANYE GOLD LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2002/031431/06)
Share code: SGL
ISIN: ZAE000173951
Issuer code: SGL
("Sibanye" or "the Company")
WESTONARIA 17 December 2015: Sibanye Gold Limited ("Sibanye" or the "Group") presents the pro forma financial effects of the acquisitions of
Bathopele, Siphumelele (including Khomanani) and Thembelani (including Khuseleka) mining operations (collectively the "Rustenburg Operations")_adjusted
for the post balance sheet announcement of the proposed Aquarius Platinum Limited ("Aquarius") acquisition as referred to in Annexure 3 Section C of the
Circular to Sibanye shareholders dated 15 December 2015.
PRO FORMA FINANCIAL EFFECTS
The pro forma financial effects illustrate the impact of the acquisition of the Rustenburg Operations and the post balance sheet announcement of the
proposed Aquarius acquisition (collectively the "Transactions") on the Earnings Per Share ("EPS"), diluted EPS, Headline EPS ("HEPS"), diluted HEPS, Net
Asset Value ("NAV") per share and tangible NAV ("TNAV") per share of Sibanye for the six months ended 30 June 2015.
The pro forma financial information is presented in accordance with the provisions of the JSE Listings Requirements and the Guide on Pro Forma Financial
Information issued by the South African Institute of Chartered Accountants.
The pro forma financial effects have been prepared by management of Sibanye and are the responsibility of the board of directors of Sibanye.
The pro forma financial effects are presented in a manner consistent with the basis on which the historical financial information of Sibanye has been
presented and in terms of Sibanye's accounting policies for the financial year ended 31 December 2014. The pro forma financial effects have been
presented for illustrative purposes only and, because of their nature, may not give a fair reflection of Sibanye's financial position, changes in equity or results
of operations post implementation of the Transactions.
It has been assumed for purposes of the pro forma financial effects that the Transactions took place with effect from 1 January 2015 for the income
statement and on 30 June 2015 for the statement of financial position.
The pro forma financial information relating to the Transactions have been prepared based on the following assumptions:
- The R1.5 billion Upfront Purchase Price of the Rustenburg Operations transaction is discharged in cash by raising a loan, refer to Section C1 of this announcement.
- The R1.5 billion Upfront Purchase Price of the Rustenburg Operations transaction is discharged through the allotment and issue by Sibanye
Consideration Shares to Rustenburg Platinum Mines Proprietary Limited ("RPM") in the share capital of Sibanye, refer to Section C2 of this
announcement.
KPMG Inc. have issued an unmodified independent reporting accountants' assurance report on the pro forma financial information presented in Section C
below. A copy of their report is available for inspection at the Company's Registered Office.
SECTION C1: Pro forma financial information of the Transactions should the Upfront Purchase Price of the Rustenburg Operations Transaction be discharged in cash by raising
a loan
Pro forma consolidated income statement Adjustments due to the Adjustments due to the
for the six months ended 30 June 2015 Rustenburg Operations Aquarius transaction
transaction
After the
Before the Rustenburg Rustenburg
Transactions Operations' Consolidation Operations Aquarius' Consolidation After the
Figures in Rand million unless otherwise stated (a) results(b) journals transaction results(i) journals Transactions
Revenue 10 245.5 4 488.9 - 14 734.4 1 184.8 - 15 919.2
(c)
Cost of sales (9 488.1) (5 251.0) (10.0) (14 749.1) (1 200.1) - (15 949.2)
Net operating profit 757.4 (762.1) (10.0) (14.7) (15.3) - (30.0)
Investment income 116.9 - - 116.9 - - 116.9
(d) (j)
Finance expense (262.9) (27.8) (144.8) (435.5) (90.6) (59.7) (585.8)
(e)
Share-based payments (145.0) - (219.5) (364.5) - - (364.5)
Share of results of equity-accounted investees after taxation 28.8 - - 28.8 10.6 - 39.4
Gain on financial instruments 25.0 - - 25.0 - - 25.0
Loss on foreign exchange differences (49.8) - - (49.8) 23.5 (179.4)(k) (205.7)
Exploration and feasibility costs (12.9) - - (12.9) - - (12.9)
Other income 77.3 4.4 - 81.7 0.7 - 82.4
Other costs (140.4) - - (140.4) (35.6) - (176.0)
Net loss on derecognition of Gold Fields guarantee asset and
liability (158.3) - - (158.3) - - (158.3)
Profit on disposal of property, plant and equipment 14.2 (3.2) - 11.0 - - 11.0
Profit on disposal of operations - - - - 72.8 - 72.8
Restructuring costs (31.2) (27.3) - (58.5) - - (58.5)
Care and maintenance costs - (56.7) - (56.7) - - (56.7)
Impairment losses - - - - (343.3) - (343.3)
(f) (l)
Transaction costs - - (62.7) (62.7) (24.9) (74.8) (162.4)
(g) (m)
Gain on bargain purchase - - 4 712.4 4 712.4 - 173.5 4 885.9
Profit before royalties and taxation 219.1 (872.7) 4 275.4 3 621.8 (402.1) (140.4) 3 079.3
Royalties (139.4) (52.7) - (192.1) (1.9) - (194.0)
Profit before taxation 79.7 (925.4) 4 275.4 3 429.7 (404.0) (140.4) 2 885.3
(h)
Mining and income taxation 5.3 259.1 21.8 286.2 (87.6) - 198.6
Profit for the period 85.0 (666.3) 4 297.2 3 715.9 (491.6) (140.4) 3 083.9
Attributable to:
Owners of Sibanye 179.8 (666.3) 4 297.2 3 810.7 (481.1) (140.4) 3 189.2
Non-controlling interests (94.8) - - (94.8) (10.5) - (105.3)
Reconciliation of headline earnings with profit for the
period (refer to the Circular):
Profit attributable to owners of Sibanye 179.8 (666.3) 4 297.2 3 810.7 (481.1) (140.4) 3 189.2
Profit on disposal of property, plant and equipment (14.2) (0.4) - (14.6) - - (14.6)
Gain on bargain purchase - - (4 712.4) (4 712.4) - (173.5) (4 885.9)
Profit on disposal of operations - - - - (72.8) - (72.8)
Impairment losses - - - - 343.3 - 343.3
Taxation effect of re-measurement items 4.0 0.1 - 4.1 (75.7) - (71.6)
Headline earnings 169.6 (666.6) (415.2) (912.2) (286.3) (313.9) (1 512.4)
Earnings per share attributable to owners of Sibanye
EPS cents 20 419 351
Diluted EPS cents 20 417 349
HEPS cents 19 (100) (166)
Diluted HEPS cents 19 (100) (166)
Weighted average number of shares issued ('000) 909 295 909 295 909 295
Diluted weighted average number of shares ('000) 913 536 913 536 913 536
Note
a. The "Before the Transactions" financial information is based on Sibanye's reviewed condensed consolidated interim financial statements for the six months ended 30
June 2015.
b. The "Rustenburg Operations' results" column has been adjusted to include the income and expenditure relating to the Rustenburg Operations for the six months ended
30 June 2015. Royalties have been reclassified from cost of sales to a separate line item in line with Sibanye's reporting principles.
c. Cost of sales has been adjusted to include the additional depreciation relating to property, plant and equipment for the six month period, arising on the allocation of the
purchase consideration in terms of IFRS 3 Business Combinations ("IFRS 3").
d. Finance expense has been adjusted for additional finance costs of R67.9 million relating to raising the loan to settle the Upfront Purchase Price and R76.9 million
relating to the unwinding of the Deferred Purchase Price.
e. Share-based payments has been adjusted for the IFRS 2 Share-based Payment ("IFRS 2") expense relating to the sale of 26% of Sibanye Rustenburg Platinum Mines
Proprietary Limited on loan to the BBBEE Stakeholders. 85% of dividends will be utilised to repay the loan and interest, capped at R3.5 billion and a 15% trickle dividend
will be paid to the BBBEE Stakeholders. The IFRS 2 expense has been limited to the 30.77% interest relating to the Bakgatla-Ba-Kgafela Investment Holdings,
assuming the Rustenburg Mine Community Development Trust and Rustenburg Mine Employees Trust will be controlled by Sibanye. The 30.77% interest has been
valued using the cash flows as contained in the Competent Persons Report.
f. Transaction costs directly attributable to the Rustenburg Operations transaction, amounting to R62.7 million has been recognised in profit or loss. This adjustment will
not have a continuing impact.
g. Gain on bargain purchase recognised in the income statement represents the excess of the net asset value of the acquisition over the Purchase Price. The preliminary
purchase price allocation has been based on the expected cash flows contained in the Competent Persons Report with an appropriate adjustment due to deferred
taxation.
h. Mining and income tax has been adjusted to include taxation of R19.0 million on the finance expense relating to raising a loan to settle the Upfront Purchase Price and
R2.8 million on the additional depreciation relating to the fair value adjustment of property, plant and equipment in accordance with IFRS 3.
i. The "Aquarius' results" column has been adjusted to include the published income and expenditure relating to Aquarius for the six months ended 30 June 2015. The
income and expenditure has been extracted from the preliminary full year results which includes the results for the six months ended 30 June 2015. The results for the
six months ended 30 June 2015 have not been audited or reviewed by Aquarius' Reporting Accountants and has been used in order to be coterminous with the results
of Sibanye and the Rustenburg Operations. The reporting currency of Aquarius is US dollars and the results of Aquarius have been translated using an average
exchange rate of R11.89/US$. Royalties of R1.9 million have been reclassified from cost of sales to a separate line item and a R157.7 million foreign currency
translation reserve recycled on disposal has been reclassified to profit on disposal of operations in line with Sibanye's reporting principles.
j. Finance expense has been adjusted for additional finance costs relating to raising of a US$294 million loan to settle the Aquarius purchase consideration at an interest
rate of LIBOR plus 3% being applied. This adjustment will have a continuing impact on Sibanye's consolidated income statement.
k. Loss on foreign exchange differences has been adjusted for foreign exchange movements on the loan raised to settle the Aquarius purchase consideration. This
adjustment will have a continuing impact.
l. Transaction costs directly attributable to the Aquarius transaction, amounting to R74.8 million have been recognised in profit or loss. This adjustment will not have a
continuing impact.
m. Gain on bargain purchase recognised in the income statement represents the excess of the net asset value of the acquisition over the Aquarius purchase price.
Management has used the best information available to determine the fair value of the assets acquired and liabilities assumed of Aquarius in terms of IFRS 3 to
calculate the gain on bargain purchase. This adjustment will not have a continuing impact.
Pro forma consolidated statement of financial position Adjustments due to the
as at 30 June 2015 Rustenburg Operations Adjustments due to the
transaction Aquarius transaction
After the
Before the Rustenburg Rustenburg
Transactions Operations' Consolidation Operations Aquarius' Consolidation After the
Figures in Rand million unless otherwise stated (a) results (b) journals transaction results(h) journals Transactions
ASSETS
(c)
Property, plant and equipment 22 648.6 8 072.9 475.2 31 196.7 1 989.1 - 33 185.8
Goodwill 736.7 - - 736.7 - - 736.7
Intangible asset - - - - 215.7 - 215.7
Equity-accounted investments 98.2 - - 98.2 1 832.9 - 1 931.1
Investments 1.4 - - 1.4 4.8 - 6.2
Environmental rehabilitation obligation funds 2 263.9 267.8 - 2 531.7 169.2 - 2 700.9
Deferred taxation 51.4 - - 51.4 3.6 - 55.0
Long-term receivables - - - - 173.2 - 173.2
Non-current assets 25 800.2 8 340.7 475.2 34 616.1 4 388.5 - 39 004.6
Inventories 386.5 86.8 - 473.3 103.0 - 576.3
(g)
Trade and other receivables 1 043.8 3 064.0 119.5 4 227.3 355.7 - 4 583.0
(d) (i)
Cash and cash equivalents 854.5 0.2 (62.7) 792.0 2 382.6 (74.8) 3 099.8
Current assets 2 284.8 3 151.0 56.8 5 492.6 2 841.3 (74.8) 8 259.1
Total assets 28 085.0 11 491.7 532.0 40 108.7 7 229.8 (74.8) 47 263.7
EQUITY AND LIABILITIES
(e) (j)
Equity attributable to owners of the parent 14 348.9 9 301.4 (4 651.7) 18 998.6 4 303.0 (4 204.3) 19 097.3
Non-controlling interest 214.8 - - 214.8 47.3 - 262.1
Total equity 14 563.7 9 301.4 (4 651.7) 19 213.4 4 350.3 (4 204.3) 19 359.4
(c)
Deferred taxation 3 702.1 - 2 092.5 5 794.6 93.6 - 5 888.2
(f) (k)
Borrowings 3 174.0 - 1 500.0 4 674.0 24.6 4 129.5 8 828.1
(g)
Long-term financial obligation - - 1 887.8 1 887.8 25.1 - 1 912.9
(c)
Environmental rehabilitation obligation 2 583.1 624.3 (296.6) 2 910.8 745.6 - 3 656.4
Post-retirement healthcare obligation 15.0 - - 15.0 - - 15.0
Share-based payment obligations 87.3 - - 87.3 - - 87.3
Non-current liabilities 9 561.5 624.3 5 183.7 15 369.5 888.9 4 129.5 20 387.9
Trade and other payables 2 861.7 1 566.0 - 4 427.7 470.8 - 4 898.5
Taxation and royalties payable 174.3 - - 174.3 - - 174.3
Current portion of borrowings 542.3 - - 542.3 1 519.8 - 2 062.1
Current portion of share-based payment obligations 381.5 - - 381.5 - - 381.5
Current liabilities 3 959.8 1 566.0 - 5 525.8 1 990.6 - 7 516.4
Total equity and liabilities 28 085.0 11 491.7 532.0 40 108.7 7 229.8 (74.8) 47 263.7
NAV per share (cents) 16 21 21
TNAV per share (cents) 15 20 20
Number of shares issued ('000) 913 925 913 925 913 925
Notes:
a. The "Before the Transactions" financial information is based on Sibanye's reviewed condensed consolidated interim financial statements for the six months ended 30
June 2015.
b. The "Rustenburg Operations' results" column has been adjusted to include the Rustenburg Operations interim historical combined financial information for the six
months ended 30 June 2015. VAT of R58.2 million and deferred taxation of R984.8 million have been adjusted as the Rustenburg Operations does not constitute a
separate legal entity, and the related tax assets and liabilities will remain with the legal entity, RPM.
c. Property, plant and equipment, deferred taxation and environmental rehabilitation obligation have been adjusted to take into account the IFRS 3 fair value adjustments
as follows:
1. R475.2 million fair value adjustment of property, plant and equipment;
2. R2 092.5 million deferred taxation liability recognised on acquisition; and
3. R296.6 million adjustment to the environmental rehabilitation obligation. The environmental rehabilitation obligation assumed is calculated based on the weighted
average cost of capital in terms of IFRS 3 for acquisition purposes.
d. Transaction costs directly attributable to the Rustenburg Operations transaction, amounting to R62.7 million is assumed to be paid.
e. Other reserves has been adjusted for the IFRS 2 share-based payment of R219.5 million relating to the BBBEE Transaction and the elimination of the at acquisition
reserves of the Rustenburg Operations. Accumulated loss has been adjusted for the gain on bargain purchase of R4 712.4 million, transaction costs of R62.7 million
and IFRS 2 share-based payment of R219.5 million.
f. Borrowings has been adjusted for raising of the loan to settle the Upfront Purchase Price of R1.5 billion.
g. Long-term and current portion of long-term financial obligation includes the estimated Deferred Purchase Price, which is based on 35% of the expected distributable free
cash flows generated by the Rustenburg Operations with a discount rate of 9.1% being applied. In addition a contingent purchase receivable was recognised relating to
the guaranteed estimated negative free cash flows.
h. The "Aquarius' results" column has been adjusted to include the assets and liabilities of Aquarius as at 30 June 2015. The assets and liabilities have been extracted
from the audited annual financial statements for the year ended 30 June 2015 and translated using the rate at 30 June 2015 of R12.17/US$.
i. Transaction costs directly attributable to the Aquarius transaction, amounting to R74.8 million is assumed to be paid.
j. Equity attributable to owners of the parent has been adjusted for the elimination of the at acquisition reserves of Aquarius. Accumulated loss has been adjusted for the
gain on bargain purchase of R173.5 million and transaction costs of R74.8 million. The purchase consideration for the issued shares of Aquarius is based on an offer
price of US$0.195 per share translated using an exchange rate of R14.04/US$. This exchange rate is an approximation of the current ruling exchange rate and is
indicative of the best estimate of the purchase price. Management has used the best information available to determine the fair value of the assets acquired and
liabilities assumed of Aquarius in terms of IFRS 3 to calculate the gain on bargain purchase.
k. Borrowings has been adjusted for raising of the US$294 million loan to settle the Aquarius purchase consideration translated using a rate of R14.04/US$. This exchange
rate is an approximation of the current ruling exchange rate and is indicative of the best estimate of raising of the loan to settle the Aquarius purchase consideration.
SECTION C2: Pro forma financial information of the Transactions should the Upfront Purchase Price of the Rustenburg Operations transaction be discharged through the
allotment and issue of Consideration Shares to RPM
Pro forma consolidated income statement Adjustments due to the
for the six months ended 30 June 2015 Rustenburg Operations Adjustments due to the
transaction Aquarius transaction
After the
Before the Rustenburg Rustenburg
Transactions Operations' Consolidation Operations Aquarius' Consolidation After the
Figures in Rand million unless otherwise stated (a) results (b) journals transaction results(j) journals Transactions
Revenue 10 245.5 4 488.9 - 14 734.4 1 184.8 - 15 919.2
(c)
Cost of sales (9 488.1) (5 251.0) (10.0) (14 749.1) (1 200.1) - (15 949.2)
Net operating profit 757.4 (762.1) (10.0) (14.7) (15.3) - (30.0)
Investment income 116.9 - - 116.9 - - 116.9
(d) (k)
Finance expense (262.9) (27.8) (76.9) (367.6) (90.6) (59.7) (517.9)
(e)
Share-based payments (145.0) - (219.5) (364.5) - - (364.5)
Share of results of equity-accounted investees after taxation 28.8 - - 28.8 10.6 - 39.4
Gain on financial instruments 25.0 - - 25.0 - - 25.0
(l)
Loss on foreign exchange differences (49.8) - - (49.8) 23.5 (179.4) (205.7)
Exploration and feasibility costs (12.9) - - (12.9) - - (12.9)
Other income 77.3 4.4 - 81.7 0.7 - 82.4
Other costs (140.4) - - (140.4) (35.6) - (176.0)
Net loss on derecognition of Gold Fields guarantee asset an
liability (158.3) - - (158.3) - - (158.3)
Profit on disposal of property, plant and equipment 14.2 (3.2) - 11.0 - - 11.0
Profit on disposal of operations - - - - 72.8 - 72.8
Restructuring costs (31.2) (27.3) - (58.5) - - (58.5)
Care and maintenance costs - (56.7) - (56.7) - - (56.7)
Impairment losses - - - - (343.3) - (343.3)
(f) (m)
Transaction costs - - (62.7) (62.7) (24.9) (74.8) (162.4)
(g) (n)
Gain on bargain purchase - - 4 712.4 4 712.4 - 173.5 4 885.9
Profit before royalties and taxation 219.1 (872.7) 4 343.3 3 689.7 (402.1) (140.4) 3 147.2
Royalties (139.4) (52.7) - (192.1) (1.9) - (194.0)
Profit before taxation 79.7 (925.4) 4 343.3 3 497.6 (404.0) (140.4) 2 953.2
(h)
Mining and income taxation 5.3 259.1 2.8 267.2 (87.6) - 179.6
Profit for the period 85.0 (666.3) 4 346.1 3 764.8 (491.6) (140.4) 3 132.8
Attributable to
Owners of Sibanye 179.8 (666.3) 4 346.1 3 859.6 (481.1) (140.4) 3 238.1
Non-controlling interests (94.8) - - (94.8) (10.5) - (105.3)
Reconciliation of headline earnings with profit for the
period (refer to the Circular):
Profit attributable to owners of Sibanye 179.8 (666.3) 4 346.1 3 859.6 (481.1) (140.4) 3 238.1
Profit on disposal of property, plant and equipment (14.2) (0.4) - (14.6) - - (14.6)
Gain on bargain purchase - - (4 712.4) (4 712.4) - (173.5) (4 885.9)
Profit on disposal of operations - - - - (72.8) - (72.8)
Impairment losses - - - - 343.3 - 343.3
Taxation effect of re-measurement items 4.0 0.1 - 4.1 (75.7) - (71.6)
Headline earnings 169.6 (666.6) (366.3) (863.3) (286.3) (313.9) (1 463.5)
Earnings per share attributable to owners of Sibanye
EPS cents 20 393 330
Diluted EPS cents 20 392 329
HEPS cents 19 (88) (149)
Diluted HEPS cents 19 (88) (149)
(i)
Weighted average number of shares issued ('000) 909 295 71 599 980 894 980 894
(i)
Diluted weighted average number of shares ('000) 913 536 71 599 985 135 985 135
Notes:
a. The "Before the Transactions" financial information is based on Sibanye's reviewed condensed consolidated interim financial statements for the six months ended 30
June 2015.
b. The "Rustenburg Operations' results" column has been adjusted to include the income and expenditure relating to the Rustenburg Operations for the six months ended
30 June 2015. Royalties have been reclassified from cost of sales to a separate line item in line with Sibanye's reporting principles.
c. Cost of sales has been adjusted to include the additional depreciation relating to property, plant and equipment for the six month period, arising on the allocation of the
purchase consideration in terms of IFRS 3 Business Combinations ("IFRS 3").
d. Finance expense has been adjusted for additional finance costs of R76.9 million relating to the unwinding of the Deferred Purchase Price.
e. Share-based payments has been adjusted for the IFRS 2 Share-based Payment ("IFRS 2") expense relating to the sale of 26% of Sibanye Rustenburg Platinum Mines
Proprietary Limited on loan to the BBBEE Stakeholders. 85% of dividends will be utilised to repay the loan and interest, capped at R3.5 billion and a 15% trickle dividend
will be paid to the BBBEE Stakeholders. The IFRS 2 expense has been limited to the 30.77% interest relating to the Bakgatla-Ba-Kgafela Investment Holdings,
assuming the Rustenburg Mine Community Development Trust and Rustenburg Mine Employees Trust will be controlled by Sibanye. The 30.77% interest has been
valued using the cash flows as contained in the Competent Persons Report.
f. Transaction costs directly attributable to the Rustenburg Operations transaction, amounting to R62.7 million has been recognised in profit or loss. This adjustment will
not have a continuing impact.
g. Gain on bargain purchase recognised in the income statement represents the excess of the net asset value of the acquisition over the Purchase Price. The preliminary
purchase price allocation has been based on the expected cash flows contained in the Competent Persons Report with an appropriate adjustment due to deferred
taxation.
h. Mining and income tax has been adjusted to include taxation of R2.8 million on the additional depreciation relating to the fair value adjustment of property, plant and
equipment in accordance with IFRS 3.
i. Stated share capital has been adjusted for 71 599 045 new ordinary shares in the share capital of Sibanye issued for cash to settle the Upfront Purchase Price of R1.5
billion.
j. The "Aquarius' results" column has been adjusted to include the published income and expenditure relating to Aquarius for the six months ended 30 June 2015. The
income and expenditure has been extracted from the preliminary full year results which includes the results for the six months ended 30 June 2015. The results for the
six months ended 30 June 2015 have not been audited or reviewed by Aquarius' Reporting Accountants and has been used in order to be coterminous with the results
of Sibanye and the Rustenburg Operations. The reporting currency of Aquarius is US dollars and the results of Aquarius have been translated using an average
exchange rate of R11.89/US$. Royalties of R1.9 million have been reclassified from cost of sales to a separate line item and a R157.7 million foreign currency translation
reserve recycled on disposal has been reclassified to profit on disposal of operations in line with Sibanye's reporting principles.
k. Finance expense has been adjusted for additional finance costs relating to raising of a US$294 million loan to settle the Aquarius purchase consideration at an interest
rate of LIBOR plus 3% being applied. This adjustment will have a continuing impact on Sibanye's consolidated income statement.
l. Loss on foreign exchange differences has been adjusted for foreign exchange movements on the loan raised to settle the Aquarius purchase consideration. This
adjustment will have a continuing impact.
m. Transaction costs directly attributable to the Aquarius transaction, amounting to R74.8 million have been recognised in profit or loss. This adjustment will not have a
continuing impact.
n. Gain on bargain purchase recognised in the income statement represents the excess of the net asset value of the acquisition over the Aquarius purchase price.
Management has used the best information available to determine the fair value of the assets acquired and liabilities assumed of Aquarius in terms of IFRS 3 to
calculate the gain on bargain purchase. This adjustment will not have a continuing impact.
Pro forma consolidated statement of financial position Adjustments due to the Adjustments due to the
as at 30 June 2015 Rustenburg Operations Aquarius transaction
transaction
After the
Before the Rustenburg Rustenburg
Transactions Operations' Consolidation Operations Aquarius' Consolidation After the
Figures in Rand million unless otherwise stated (a) results(b) journals transaction result(g) journals Transactions
ASSETS
(c)
Property, plant and equipment 22 648.6 8 072.9 475.2 31 196.7 1 989.1 - 33 185.8
Goodwill 736.7 - - 736.7 - - 736.7
Intangible asset - - - - 215.7 - 215.7
Equity-accounted investments 98.2 - - 98.2 1 832.9 - 1 931.1
Investments 1.4 - - 1.4 4.8 - 6.2
Environmental rehabilitation obligation funds 2 263.9 267.8 - 2 531.7 169.2 - 2 700.9
Deferred taxation 51.4 - - 51.4 3.6 - 55.0
Long-term receivables - - - - 173.2 - 173.2
Non-current assets 25 800.2 8 340.7 475.2 34 616.1 4 388.5 - 39 004.6
Inventories 386.5 86.8 - 473.3 103.0 - 576.3
(f)
Trade and other receivables 1 043.8 3 064.0 119.5 4 227.3 355.7 - 4 583.0
(d) (h)
Cash and cash equivalents 854.5 0.2 (62.7) 792.0 2 382.6 (74.8) 3 099.8
Current assets 2 284.8 3 151.0 56.8 5 492.6 2 841.3 (74.8) 8 259.1
Total assets 28 085.0 11 491.7 532.0 40 108.7 7 229.8 (74.8) 47 263.7
EQUITY AND LIABILITIES
(e) (i)
Equity attributable to owners of the parent 14 348.9 9 301.4 (3 151.7) 20 498.6 4 303.0 (4 204.3) 20 597.3
Non-controlling interest 214.8 - - 214.8 47.3 - 262.1
Total equity 14 563.7 9 301.4 (3 151.7) 20 713.4 4 350.3 (4 204.3) 20 859.4
(c)
Deferred taxation 3 702.1 - 2 092.5 5 794.6 93.6 - 5 888.2
(j)
Borrowings 3 174.0 - - 3 174.0 24.6 4 129.5 7 328.1
(f)
Long-term financial obligation - - 1 887.8 1 887.8 25.1 - 1 912.9
(c)
Environmental rehabilitation obligation 2 583.1 624.3 (296.6) 2 910.8 745.6 - 3 656.4
Post-retirement healthcare obligation 15.0 - - 15.0 - - 15.0
Share-based payment obligations 87.3 - - 87.3 - - 87.3
Non-current liabilities 9 561.5 624.3 3 683.7 13 869.5 888.9 4 129.5 18 887.9
Trade and other payables 2 861.7 1 566.0 - 4 427.7 470.8 - 4 898.5
Taxation and royalties payable 174.3 - - 174.3 - - 174.3
Current portion of borrowings 542.3 - - 542.3 1 519.8 - 2 062.1
Current portion of share-based payment obligations 381.5 - - 381.5 - - 381.5
Current liabilities 3 959.8 1 566.0 - 5 525.8 1 990.6 - 7 516.4
Total equity and liabilities 28 085.0 11 491.7 532.0 40 108.7 7 229.8 (74.8) 47 263.7
NAV per share cents 16 21 21
TNAV per share cents 15 20 20
(e)
Number of shares issued ('000) 913 925 71 599 985 524 985 524
Notes
a. The "Before the Transactions" financial information is based on Sibanye's reviewed condensed consolidated interim financial statements for the six months ended 30
June 2015.
b. The "Rustenburg Operations' results" column has been adjusted to include the Rustenburg Operations interim historical combined financial information for the six
months ended 30 June 2015. VAT of R58.2 million and deferred taxation of R984.8 million have been adjusted as the Rustenburg Operations does not constitute a
separate legal entity, and the related tax assets and liabilities will remain with the legal entity, RPM.
c. Property, plant and equipment, deferred taxation and environmental rehabilitation obligation have been adjusted to take into account the IFRS 3 fair value adjustments
as follows:
1. R475.2 million fair value adjustment of property, plant and equipment;
2. R2 092.5 million deferred taxation liability recognised on acquisition; and
3. R296.6 million adjustment to the environmental rehabilitation obligation. The environmental rehabilitation obligation assumed is calculated based on the weighted
average cost of capital in terms of IFRS 3 for acquisition purposes.
d. Transaction costs directly attributable to the Rustenburg Operations transaction, amounting to R62.7 million is assumed to be paid.
e. Stated share capital has been adjusted for 71 599 045 new ordinary shares in the share capital of Sibanye issued for cash to settle the Upfront Purchase Price of R1.5
billion. Other reserves has been adjusted for the IFRS 2 share-based payment of R219.5 million relating to the BBBEE Transaction and the elimination of the at
acquisition reserves of the Rustenburg Operations. Accumulated loss has been adjusted for the gain on bargain purchase of R4 712.4 million, transaction costs of R62.7
million and IFRS 2 share-based payment of R219.5 million.
f. Long-term and current portion of long-term financial obligation includes the estimated Deferred Payment, which is based on 35% of the expected distributable free cash
flows generated by the Rustenburg Operations with a discount rate of 9.1% being applied. In addition a contingent purchase receivable was recognised relating to the
guaranteed estimated negative free cash flows.
g. The "Aquarius' results" column has been adjusted to include the assets and liabilities of Aquarius as at 30 June 2015. The assets and liabilities have been extracted
from the audited annual financial statements for the year ended 30 June 2015 and translated using the rate at 30 June 2015 of R12.17/US$.
h. Transaction costs directly attributable to the Aquarius transaction, amounting to R74.8 million is assumed to be paid.
i. Equity attributable to owners of the parent has been adjusted for the elimination of the at acquisition reserves of Aquarius. Accumulated loss has been adjusted for the
gain on bargain purchase of R173.5 million and transaction costs of R74.8 million. The purchase consideration for the entire issued shares of Aquarius is based on an
offer price of US$0.195 per share translated using an exchange rate of R14.04/US$. This exchange rate is an approximation of the current ruling exchange rate and is
indicative of the best estimate of the purchase price. Management has used the best information available to determine the fair value of the assets acquired and
liabilities assumed of Aquarius in terms of IFRS 3 to calculate the gain on bargain purchase.
j. Borrowings has been adjusted for raising of the US$294 million loan to settle the Aquarius purchase consideration translated using a rate of R14.04/US$. This exchange
rate is an approximation of the current ruling exchange rate and is indicative of the best estimate of raising of the loan to settle the Aquarius purchase consideration.
Investor-Enquiries
James Wellsted
Senior Vice President: Investor Relations
Sibanye Gold Limited
+27 83 453 4014
james.wellsted@sibanyegold.co.za
Sponsor
J.P. Morgan Equities South Africa Proprietary Limited
FORWARD-LOOKING STATEMENTS
Certain statements in this document constitute "forward-looking statements" within the meaning of Section 27A of the US Securities Act of 1933 and Section 21E of the US
Securities Exchange Act of 1934.
These forward-looking statements, including, among others, those relating to Sibanye's future business prospects, revenues and income, wherever they may occur in this
document and the exhibits to this document, are necessarily estimates reflecting the best judgement of the senior management of Sibanye and involve a number of known and
unknown risks and uncertainties that could cause actual results, performance or achievements of the Group to differ materially from those suggested by the forward-looking
statements. As a consequence, these forward-looking statements should be considered in light of various important factors, including those set forth in this document. Important
factors that could cause the actual results to differ materially from estimates or projections contained in the forward-looking statements include without limitation: economic,
business, political and social conditions in South Africa, Zimbabwe and elsewhere; changes in assumptions underlying Sibanye's estimation of its current mineral reserves and
resources; the ability to achieve anticipated efficiencies and other cost savings in connection with past and future acquisitions, as well as existing operations; the success of
Sibanye's business strategy, exploration and development activities; the ability of Sibanye to comply with requirements that it operate in a sustainable manner; changes in the
market price of gold, platinum group metals ("PMGs") and/or uranium; the occurrence of hazards associated with underground and surface gold, PMGs and uranium mining;
the occurrence of labour disruptions and industrial action; the availability, terms and deployment of capital or credit; changes in government regulations, particularly
environmental 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; Sibanye's ability to hire and retain senior
management or sufficient technically skilled employees, as well as its ability to achieve sufficient representation of historically disadvantaged South Africans' in its management
positions; failure of Sibanye's information technology and communications systems; the adequacy of Sibanye's insurance coverage; any social unrest, sickness or natural or
man-made disaster at informal settlements in the vicinity of some of Sibanye's operations; and the impact of HIV, tuberculosis and other contagious diseases. These forward-looking
statements speak only as of the date of this document.
The Group undertakes no obligation to update publicly or release any revisions to these forward-looking statements to reflect events or circumstances after the date of this
document or to reflect the occurrence of unanticipated events.
Date: 17/12/2015 02:07:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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