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SIBANYE GOLD LIMITED - Sibanye closes syndication of US$2,650,000,000 bridge facilities

Release Date: 13/02/2017 08:58
Code(s): SGL     PDF:  
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Sibanye closes syndication of US$2,650,000,000 bridge facilities

Sibanye Gold Limited
Incorporated in the Republic of South Africa
Registration number 2002/031431/06
Share code: SGL
ISIN – ZAE000173951
Issuer code: SGL
(“Sibanye Gold”, “Sibanye” or “the Group” or “the Company”)


Sibanye closes syndication of US$2,650,000,000 bridge facilities

Westonaria, 13 February 2017: Sibanye (JSE: SGL & NYSE: SBGL) is pleased to
announce that it has successfully closed the syndication of the bridge
facilities (the “Facilities”), underwritten by Citi and HSBC, to support its
acquisition of Stillwater Mining Company, which was announced on 9 December
2016.

Citi and HSBC also acted as Mandated Lead arrangers and Book runners in
respect of the Facilities.

Syndication of the Facilities was launched in early January 2017 and was
oversubscribed by more than US$1 billion. The Facilities were structured with
three tranches including Facility A comprising a US$750 million bridge-to-
equity (which will be repaid following a planned rights offering), Facility
B comprising a US$300 million bridge-to-cash and Facility C comprising a
US$1,600 million bridge-to-debt capital markets. Syndication raised over US$3
billion of commitments into the syndicated $1.9 billion combined B and C
Facilities, across a final syndicate of 16 banks. The syndication attracted
strong interest from banks with existing relationships with Sibanye, as well
as a number of new international banks, which we believe reflects confidence
in Sibanye’s operational and financial strategy.

Joining as Mandated Lead Arrangers alongside Citi and HSBC were:

•    ABSA Bank Limited (acting through its Corporate and Investment Banking
     Division)
•    Barclays Bank PLC
•    Banca IMI S.P.A., London branch
•    Credit Suisse International
•    FirstRand Bank Limited (acting through its Rand Merchant Bank Division)
•    J.P. Morgan Limited
•    Mizuho Bank Europe N.V.
•    Morgan Stanley Bank International Limited
•    Royal Bank of Canada
•    Société Générale
•    The Bank of Nova Scotia
•    The Bank of Tokyo-Mitsubishi UFJ, Ltd.
•    The Standard Bank of South Africa Limited

Joining as Lead Arrangers were:

•    BNP Paribas
•    Nedbank Limited, London Branch

Citi is acting as Facility Agent.

Neal Froneman commenting on the syndication said: “It is pleasing to note the
strong support for the Transaction from a significant number of leading banks.
This is a clear vote of confidence on the merits of the Transaction, following
detailed due diligence by the syndicate banks.”




CONTACT

James Wellsted
SVP Investor Relations
Sibanye Gold Limited
+27 83 453 4014
james.wellsted@sibanyegold.co.za

Sponsor: J.P. Morgan Equities South Africa Proprietary Limited



ADDITIONAL INFORMATION AND WHERE TO FIND IT

This announcement does not constitute the solicitation of any vote, proxy or
approval. In connection with the proposed Transaction, Sibanye intends to
post to its shareholders a JSE Limited (“JSE”) Category 1 circular subject to
the approval of the circular by the JSE and Stillwater has filed with the
Securities and Exchange Commission (the “SEC”) relevant materials, including
a proxy statement. The JSE Category 1 circular and other relevant documents
will be sent or otherwise disseminated to Sibanye’s shareholders and will
contain important information about the proposed Transaction and related
matters. SHAREHOLDERS OF SIBANYE ARE ADVISED TO READ THE JSE CATEGORY 1
CIRUCLAR AND OTHER RELEVANT DOCUMENTS WHEN THEY BECOME AVAILABLE, BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. The
proxy statement and other relevant documents will be sent or otherwise
disseminated to Stillwater’s shareholders and will contain important
information about the proposed Transaction and related matters. SHAREHOLDERS
OF STILLWATER ARE ADVISED TO READ THE PROXY STATEMENT THAT HAS BEEN FILED AND
OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE,
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED
TRANSACTION. When available, Sibanye shareholders may obtain free copies of
the   JSE  Category   1   circular   by  going   to  Sibanye’s   website   at
www.sibanye.co.za. The proxy statement and other relevant documents may also
be obtained, free of charge, on the SEC's website (http://www.sec.gov).
Stillwater shareholders may obtain free copies of the proxy statement from
Stillwater by going to Stillwater’s website at www.stillwatermining.com.

PARTICIPANTS IN THE SOLICITATION

Sibanye, Stillwater and their respective directors and officers may be deemed
participants in the solicitation of proxies of Sibanye’s and Stillwater’s
respective shareholders in connection with the proposed Transaction.
Sibanye’s shareholders and other interested persons may obtain, without
charge, more detailed information regarding the directors and officers of
Sibanye in Sibanye’s Annual Report on Form 20-F, for the fiscal year ended 31
December 2015, which was filed with the SEC on 21 March 2016. Stillwater’s
shareholders and other interested persons may obtain, without charge, more
detailed information regarding the directors and officers of Stillwater in
Stillwater’s Annual Report on Form 10-K for the fiscal year ended 31 December
2015, which was filed with the SEC on 22 February 2016. Additional information
regarding the interests of participants in the solicitation of proxies in
connection with the proposed Transaction is included in the proxy statement
that Stillwater has filed with the SEC.

NO OFFER OR SOLICITATION

This announcement is for informational purposes only and does not constitute
an offer to sell, or a solicitation of offers to purchase or subscribe for,
securities in the United States or any other jurisdiction. Any securities
referred to herein have not been, and will not be, registered under the US
Securities Act of 1933 and may not be offered, exercised or sold in the United
States absent registration or an applicable exemption from registration
requirements.

FORWARD-LOOKING STATEMENTS

This announcement includes “forward-looking statements” within the meaning of
the “safe harbor” provisions of the United States Private Securities
Litigation Reform Act of 1995. Forward-looking statements may be identified
by the use of words such as “target”, “will”, “would”, “expect”, “anticipate”,
“plans”, “potential”, “can”, “may” and other similar expressions that predict
or indicate future events or trends or that are not statements of historical
matters.

These forward-looking statements, including, among others, those relating to
Sibanye’s future business prospects, revenues and income, expected timings of
the transactions (including completion), potential transaction benefits
(including statements regarding growth, cost savings and benefits from and
access to international financing), PGM pricing expectations, levels of
output, supply and demand, information related to the Blitz Project,
estimations or expectations of enterprise value, EBTIDA and net asset values,
wherever they may occur in this announcement, are necessarily estimates
reflecting the best judgment of the senior management and directors 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 announcement.
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 at existing
operations; the ability of Sibanye to successfully integrate acquired
businesses and operations (whether in the gold mining business or otherwise)
into its existing businesses; Sibanye’s or Stillwater’s ability to complete
the proposed transaction; the inability to complete the proposed transaction
due to failure to obtain approval of the shareholders of Sibanye or Stillwater
or other conditions in the merger agreement; Sibanye’s ability to achieve
anticipated efficiencies and other cost savings in connection with the
transaction; the success of Sibanye’s business strategy and any changes
thereto, 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, 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; Sibanye’s future
financial position, plans, strategies, objectives, capital expenditures,
projected costs and anticipated cost savings and financing plans; 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; 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. Further details of
potential risks and uncertainties affecting Sibanye are described in Sibanye’s
filings with the JSE and the SEC, including in Sibanye’s Annual Report on
Form 20-F, for the fiscal year ended 31 December 2015 and the Integrated
Annual Report 2015. These forward-looking statements speak only as of the
date of this announcement.

Neither Sibanye nor Stillwater undertake no obligation to update publicly or
release any revisions to these forward-looking statements to reflect events
or circumstances after the date of this announcement or to reflect the
occurrence of unanticipated events.

Date: 13/02/2017 08:58:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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