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Sibanye receives CFIUS approval and provides Stillwater Transaction financing update
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” or “the Group”)
Sibanye receives CFIUS approval and provides Stillwater Transaction
financing update
Westonaria, 18 April 2017: Sibanye is pleased to announce that on 14
April 2017 it received unconditional approval from the Committee on
Foreign Investment into the United States (“CFIUS”), with respect to
the proposed acquisition of Stillwater Mining Company (“Stillwater”)
(“the Transaction”), which was announced on 9 December 2016. All
regulatory conditions required for the implementation of the
Transaction have now been satisfied. The Transaction remains subject
to the approval of the shareholders of Stillwater and Sibanye.
On 20 March 2017, Sibanye posted a circular outlining the background
and rationale for the proposed Transaction (the “Circular”) and a
notice convening an extraordinary general meeting of the shareholders
of Sibanye (the “General Meeting”) which will be held on 25 April
2017. At the General Meeting, shareholders will be asked to vote on
and approve the Transaction and certain other resolutions, including
an increase in authorised share capital for the purposes of a
proposed rights offer (the "Capital Increase") to optimise the
Group’s capital structure associated with the Transaction.
Sibanye is also pleased to provide additional information regarding
the planned funding structure for the Transaction.
Equity Capital Raising Update
As per the announcement on 9 December 2016, Sibanye secured a US$2.65
billion bridge loan facility (the “Acquisition Bridge”), which was
subsequently syndicated to a consortium of 16 banks in February 2017,
in order to conclude the Transaction.
Following previous announcements relating to an equity capital
raising, Sibanye has continued to engage extensively with its
shareholders, whilst continuing to monitor fluctuations in commodity
prices and exchange rates. Sibanye management and board has
determined that a US$1 billion equity capital raise, through the
rights offer, is optimal given current market conditions. The
company also plans to raise approximately US$1 billion in debt, most
likely through the bond market. Subject to market conditions, these
two tranches of capital are expected to be raised during the first
half of 2017, which will enable the Group to restructure the majority
of the Acquisition Bridge.
Additional Funding
In order to optimise the financing structure, ensure appropriate
financial flexibility and minimise financing costs Sibanye will
continue to explore other sources of long term capital that may be
applied to settle the balance of the outstanding Acquisition Bridge.
Additional funding is likely to be comprised of combination of
capital sources, including; equity like products such as commodity
streaming transactions, convertible bonds or new equity issued under
the Group’s general authority, as well as debt instruments such as
bank debt and bonds. The balance of this funding is expected to be
completed before the end of 2017.
General Meeting
The salient dates and times relating to the General Meeting remain as
previously communicated in the Circular and are set out below for
ease of reference:
Last day and time to lodge forms of proxy with the Friday, 21
Transfer Secretaries, by 09:00 (CAT) April 2017
General Meeting of Sibanye Shareholders at 09:00 Tuesday, 25
(CAT) April 2017
Results of General Meeting released on SENS Tuesday, 25
April 2017
Results of General Meeting published in the South Wednesday, 26
African press April 2017
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.
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 Sibanye 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 Transaction; the
inability to complete the Transaction due to failure to obtain
approval of the shareholders of Sibanye or Stillwater or other
conditions in the merger agreement. 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 2016 and
the Integrated Annual Report 2016. 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, except as required by law.
Additional Information and Where to Find It
This announcement does not constitute the solicitation of any vote,
proxy or approval. In connection with the 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
Transaction and related matters. SHAREHOLDERS OF SIBANYE ARE ADVISED
TO READ THE CIRCULAR AND OTHER RELEVANT DOCUMENTS, BECAUSE THEY
CONTAIN IMPORTANT INFORMATION ABOUT THE TRANSACTION. The proxy
statement and other relevant documents have been sent or otherwise
disseminated to Stillwater’s shareholders and contain important
information about the 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 TRANSACTION. Sibanye
shareholders may obtain free copies of the 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
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 2016, which was filed
with the SEC on [4] April 2017. 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 2016, which was filed with the SEC on 16 February 2017.
Additional information regarding the interests of participants in the
solicitation of proxies in connection with the 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.
Ends.
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
Date: 18/04/2017 07:21:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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