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Results of the Sibanye General Meeting regarding the acquisition of Stillwater
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”)
Results of the Sibanye General Meeting regarding the acquisition of
Stillwater
Westonaria, 25 April 2017: Sibanye is pleased to report that all resolutions for
the approval and implementation of the proposed acquisition of Stillwater Mining
Company (NYSE: SWC) (“Stillwater”) (the “Transaction”), were passed by the
requisite majority of votes at the Company's General Meeting held at the Sibanye
Gold Academy, Glenharvie at 09:00 today, Tuesday, 25 April 2017
Shareholders are referred to the announcement released on the stock exchange
news service on 20 March 2017, regarding the posting of the circular
("Circular") incorporating the notice of general meeting (“General Meeting”) and
which contains, inter alia, the details of the Transaction. All capitalised
terms contained herein shall bear the meaning ascribed to them in the Circular.
The number of shares voted in person or by proxy was 773,013,184 representing
83% of the total issued share capital of Sibanye ordinary shares. The
resolutions proposed at the General Meeting and the percentage of shares voted
for and against each resolution, as well as the shares abstained, are set out
below:
Resolution % of % of Number of % of % of
votes votes shares Shares Shares
for the against voted Voted (2) abstai
resoluti the ned (2)
on (1) resoluti
on (1)
Ordinary Resolution 1 – 81.96 18.04 771,103,843 82.91 0.21
Approval of the Transaction
as required by and in terms
of the JSE Listings
Requirements.
Special Resolution 1 – 82.05 17.95 771,227,988 82.92 0.19
Approval of the increase of
Authorised Shares of the
Company.
Special Resolution 2 – 81.87 18.13 770,952,336 82.89 0.22
Approval of the amendment
of the existing Memorandum
of Incorporation (MOI) of
the Company.
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Special Resolution 3 – 81.73 18.27 771,094,702 82.91 0.21
Approval for the allotment
and issue of Sibanye
Shares, including in
particular but not limited
to the Proposed Rights
Offer Shares, as required
by and in terms of section
41(3) of the Companies Act.
Ordinary Resolution 2 – 81.84 18.16 771,035,015 82.90 0.21
Placing control of the
authorised but unissued
Shares under the control of
the Directors for the
purpose of implementing the
Proposed Rights Offer.
Ordinary Resolution 3 – 81.84 18.16 770,886,557 82.89 0.23
Waiver of mandatory offer
provisions of the Companies
Act.
Ordinary Resolution 4 – 92.06 7.84 771,120,473 82.91 0.20
Approval for authority to
increase amount of
authorised but unissued
Shares to be issued by the
Board.
Notes:
(1) The shares voted disclosed as a percentage in relation to the total number
of shares voted at the meeting.
(2) The shares voted or abstained disclosed as a percentage in relation to the
total issued share capital.
Neal Froneman, CEO of Sibanye, commenting on the shareholder vote said: “We
thank our shareholders for their support for this transaction which represents a
unique and transformative opportunity to acquire world class, low-cost
international PGM assets. Stillwater offers near-term organic production growth
through the Blitz project, further enhancing Sibanye’s asset portfolio and will
create in Sibanye, a globally competitive South African mining champion with a
unique commodity mix”.
The implementation of the Transaction is still subject to certain customary
closing conditions as well as the fulfilment of the final major condition
precedent, i.e. the approval of the Transaction by the holders of a majority of
Stillwater’s outstanding shares. The Stillwater shareholders meeting to vote on
the Transaction is scheduled to take place today, at 14:00 (Mountain Daylight
Time (MDT)) (22:00 South African Time (SAT)). Sibanye shareholders will be
notified once vote of the Stillwater shareholders has occurred.
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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
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 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 proposed Transaction due to failure to obtain approval
of the shareholders of Stillwater or to complete other closing conditions.
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
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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.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 http://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 7 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.
About Sibanye Gold Limited
Sibanye is an independent mining group domiciled in South Africa. It 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 South African producer of gold, 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”.
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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 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".
Sponsor: J.P. Morgan Equities South Africa (Pty) Ltd
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Date: 25/04/2017 09:41:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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