Wrap Text
Posting of Stillwater transaction circular and Notice of General Meeting
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”)
Posting of Stillwater transaction circular and Notice of General Meeting
Westonaria 20 March 2017: Sibanye Gold Limited (“Sibanye”), is pleased to advise
that a circular (“Circular”) containing, inter alia, the details of the proposed
acquisition of Stillwater Mining Company (NYSE: SWC) (“Stillwater”), which was
announced on 9 December 2016 (the “Transaction”) and a notice convening the general
meeting (“General Meeting”) and a form of proxy, has been posted to Sibanye
Shareholders today, 20 March 2017.
A copy of the Circular can be found at
https://www.sibanyegold.co.za/investors/manage-your-shares/company-documents-
circulars.
Notice of General Meeting
Notice is hereby given to Sibanye Shareholders that a General Meeting of Sibanye
Shareholders will be held at the Sibanye Gold Academy, Rietkloof 349, Glenharvie,
1786, South Africa, on Tuesday, 25 April at 09:00 (CAT) to consider and, if deemed
fit, pass, with or without amendment, the resolutions set out in the Circular to,
inter alia, give effect to the Transaction.
The salient dates and times relating to the General Meeting are set out below:
Last day and time to give notice to participate
in the General Meeting electronically by 09:00 Friday, 7 April 2017
(CAT) on ......................................
Last day to trade (“LDT”) in order to be eligible
Monday, 10 April 2017
to participate and vote at the General Meeting
Record date to determine Sibanye Shareholders
eligible to participate in and vote at the General Thursday, 13 April 2017
Meeting .......................................
Last day and time to lodge forms of proxy with the
Friday, 21 April 2017
Transfer Secretaries, by 09:00 (CAT) on .......
General Meeting of Sibanye Shareholders at 09:00
Tuesday, 25 April 2017
(CAT) on ......................................
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Results of General Meeting released on SENS ... Tuesday, 25 April 2017
Results of General Meeting published in the South
Wednesday, 26 April 2017
African press .................................
Forward-looking Statements
This announcement includes “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
expected timings of the Transaction (including completion), 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 that could cause the
actual results to differ materially from estimates or projections contained in
the forward-looking statements including, without limitation: 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;
and the inability to complete the proposed Transaction due to failure to obtain
CFIUS clearance. 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 any
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.
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 has posted the
Circular to its shareholders and Stillwater has filed with the Securities and
Exchange Commission (the “SEC”) relevant materials, including a proxy statement.
The Circular and other relevant documents have been sent or otherwise disseminated
to Sibanye’s shareholders and contain important information about the proposed
Transaction and related matters. SHAREHOLDERS OF SIBANYE ARE ADVISED TO READ THE
CIRCULAR AND OTHER RELEVANT DOCUMENTS, BECAUSE THEY CONTAIN IMPORTANT INFORMATION
ABOUT THE PROPOSED TRANSACTION. The proxy statement and other relevant documents
have been sent or otherwise disseminated to Stillwater’s shareholders and contain
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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, BECAUSE THEY CONTAIN
IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Sibanye shareholders may
obtain free copies of the Circular by going to Sibanye’s website at
www.sibanyegold.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 https://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.
About Sibanye Gold Limited
Sibanye is an independent mining group domiciled in South Africa, which currently
owns and operates gold, uranium and platinum group metals (“PGMs”) operations and
projects throughout the Witwatersrand Basin and the western limb of the Bushveld
Complex in South Africa. In addition, Sibanye is a 50 percent joint venture
partner in Mimosa, a PGM operation in Zimbabwe. Sibanye is the largest individual
producer of gold from South Africa, one of the ten largest gold producers globally
and the world’s fifth largest producer of PGMs. Sibanye’s corporate office is
located close to Westonaria, in the province of Gauteng, near its West Wits
operations. Sibanye’s shares are traded on the JSE under the symbol “SGL” and
its American Depositary Receipts are traded on the NYSE under the symbol “SBGL”.
About Stillwater Mining Company
Stillwater Mining Company is the only U.S. miner of PGMs and the largest primary
producer of PGMs outside of South Africa and the Russian Federation. PGMs are rare
precious metals used in a wide variety of applications, including automobile
catalysts, fuel cells, hydrogen purification, electronics, jewelry, dentistry,
medicine and coinage. Stillwater is engaged in the development, extraction and
processing of PGMs from a geological formation in south-central Montana recognized
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as the J-M Reef. The J-M Reef is the only known significant source of PGMs in the
U.S. and the highest-grade PGM resource known in the world. Stillwater also
recycles PGMs from spent catalytic converters and other industrial sources.
Stillwater owns the Marathon PGM-copper deposit in Ontario, Canada, and the Altar
porphyry copper-gold deposit located in the San Juan province of Argentina.
Stillwater’s shares are traded on the New York Stock Exchange under the symbol
"SWC".
Sibanye Investor Relations Contact:
James Wellsted
SVP Investor Relations
Sibanye Gold Limited
+27 (0) 83 453 4014
james.wellsted@sibanyegold.co.za
Sponsor: J.P. Morgan Equities South Africa Proprietary Limited
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