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Declaration of information relating to a proposed renounceable Rights Offer of approximately U.S.$1 billion
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”)
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART,
DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, JAPAN OR ANY
JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF APPLICABLE
LAW OR REGULATION
DECLARATION OF INFORMATION RELATING TO A PROPOSED RENOUNCEABLE RIGHTS
OFFER OF APPROXIMATELY U.S.$1.0 BILLION
1. INTRODUCTION
Westonaria, 11 May 2017: Sibanye shareholders are referred to the
announcements released on the stock exchange news service (“SENS”)
on 25 April 2017, 26 April 2017 and 4 May 2017, confirming the
approval of the acquisition by Sibanye (the “Transaction”) of the
entire issued share capital of Stillwater Mining Company
(“Stillwater”) by the shareholders of both Sibanye and Stillwater
and the successful conclusion of the Transaction.
For purposes of concluding the Transaction, Sibanye obtained,
directly and indirectly through its newly formed US merger
subsidiary, a U.S.$2.65 billion bridge loan commitment (the “Bridge
Facility”). The Transaction was completed on 4 May 2017 and was
funded through drawings from the Bridge Facility.
2. THE RIGHTS OFFER AND ITS PURPOSE
On Tuesday, 25 April 2017, at the Sibanye general meeting, Sibanye
shareholders approved resolutions authorising Sibanye, among other
things, to raise equity capital by way of a rights offer.
The board of directors of Sibanye (the "Board") is pleased to
announce that the Company intends to raise a gross capital amount of
approximately U.S.$1.0 billion through a renounceable rights offer
(the “Rights Offer") to qualifying Sibanye shareholders, for the
purposes of repaying a portion of the Bridge Facility, subject to
the satisfaction of the conditions precedent set out in paragraph 4
below.
A further announcement setting out the full terms of and
finalisation information regarding the Rights Offer is currently
scheduled to be released on Thursday, 18 May 2017, and it is
anticipated that a circular relating to, and containing details of,
the Rights Offer (the “Rights Offer Circular”) will be available on
the Sibanye website later that day and will be posted to qualifying
Sibanye shareholders on or about Tuesday, 23 May 2017.
All information with regards to the Rights Offer will be available
on https://www.sibanyegold.co.za/investors/transactions/stillwater-
acquisition/rights-offer.
3. EXCESS APPLICATIONS
Qualifying Sibanye shareholders will be entitled to apply for Rights
Offer shares in excess of their entitlement. Should there be excess
Rights Offer shares available for allocation, these will be
allocated to applicants in an equitable manner in accordance with
the terms set forth in the Rights Offer Circular.
4. CONDITIONS PRECEDENT
The implementation of the Rights Offer is subject to the fulfilment
of the following conditions precedent:
- approval by the JSE Limited (“JSE”) of the Rights Offer Circular;
- approval by the JSE of the Company's application for the listing
of Letters of Allocation in respect of the Rights Offer and of
the Company's application for the listing of the Rights Offer
shares on the exchange operated by the JSE after closing of the
Rights Offer; and
- any other relevant approvals required by the JSE and the New York
Stock Exchange.
5. SALIENT DATES AND TIMES OF THE RIGHTS OFFER
Subject to the fulfilment of the conditions precedent as set out in
paragraph 4 above, the proposed salient dates and times for the
Rights Offer are set out below:
2017
Full terms and finalisation announcement Thursday, 18 May
released on SENS
Rights Offer Circular available on the Sibanye Thursday, 18 May
website
Last day to trade in Sibanye ordinary shares in Tuesday, 23 May
order to participate in the Rights Offer (cum
rights)
Rights Offer Circular and Form of Instruction Tuesday, 23 May
posted to certificated qualifying Shareholders
Rights Offer Circular and Form of Instruction, Tuesday, 23 May
where applicable, posted to dematerialised
qualifying Shareholders
Sibanye ordinary shares commence trading ex- Wednesday, 24 May
rights at 09:00 on
Listing of and trading in the Letters of Wednesday, 24 May
Allocation on the exchange operated by the JSE
(under Alpha Code SGLN and ISIN ZAE000243572),
commences at 09:00 on
Letters of Allocation credited to an electronic Thursday, 25 May
account held at Computershare Investor Services
Proprietary Limited (the “Transfer
Secretaries”) in respect of certificated
qualifying Shareholders
Record Date for the Rights Offer Friday, 26 May
Rights Offer opens at 09:00 on Monday, 29 May
CSDP or broker accounts credited with Letters Monday, 29 May
of Allocation in respect of dematerialised
qualifying Shareholders
Last day for trading Letters of Allocation on Tuesday, 6 June
the exchange operated by the JSE
Listing of Rights Offer shares and trading Wednesday, 7 June
therein on the exchange operated by the JSE
commences at 09:00 on
Payment to be made and Form of Instruction to Friday, 9 June
be lodged with the Transfer Secretaries by
certificated qualifying Shareholders by 12:00
on
Rights Offer closes at 12:00 on Friday, 9 June
Record Date for the Letters of Allocation Friday, 9 June
Rights Offer shares issued on or about Monday, 12 June
Central Securities Depository Participant’s Monday, 12 June
(“CSDP”) or Broker accounts of dematerialised
qualifying Shareholders credited/debited and
updated with Rights Offer shares
Share certificates posted to certificated Monday, 12 June
qualifying Shareholders by registered post on
or about
Results of the Rights Offer and basis of Monday, 12 June
allocation of excess Rights Offer shares
announced on SENS
Results of the Rights Offer and basis of Tuesday, 13 June
allocation of excess Rights Offer shares
published in the South African press
Rights Offer shares in respect of successful Wednesday, 14 June
excess applications (if applicable) issued on
or about
CSDP or broker accounts of dematerialised Wednesday, 14 June
qualifying Shareholders credited/debited and
updated with Rights Offer shares in respect of
successful excess applications (if applicable)
Share certificates in respect of successful Wednesday, 14 June
excess applications (if applicable) posted to
certificated qualifying Shareholders by
registered post on or about
Refund payments made to certificated qualifying Wednesday, 14 June
Shareholders in respect of unsuccessful excess
applications (if applicable) on or about
Notes:
1. All time references are applicable to Central Africa Time
2. The dates and times may be changed by Sibanye. Any material change will be
announced on SENS.
3. Sibanye ordinary shares may not be dematerialised or rematerialised between Tuesday
23 May 2017 and Friday, 26 May 2017, both days inclusive.
4. Dematerialised Shareholders are required to notify their CSDP or Broker of the
action they wish to take in respect of their Letters of Allocation in the manner
and by the time stipulated in their custody agreements.
5. CSDPs effect payment in respect of dematerialised Shareholders Rights Offers shares
on a delivery versus payment basis.
6. Any material changes to the dates and times above will be released on SENS.
7. There will be a separate timetable applicable to the holders of American depositary
shares, which will be made available in the prospectus supplement to be filed with
the US Securities Exchange Commission and will be made available free of charge at
www.sec.gov.
Ends.
Investor 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
NOTICE TO RECIPIENTS
This announcement is not for distribution, directly or
indirectly, in or into Australia or Japan or any jurisdiction
where to do so would constitute a violation of applicable law or
regulation.
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.
Forward-looking statements may be identified by the use of words
such as “target”, “will”, “forecast”, “expect”, “potential”,
“intend”, “estimate”, “anticipate”, “can” and other similar
expressions that predict or indicate future events or trends or
that are not statements of historical matters. In this
announcement, for example, statements related to expected
timings of the rights offer, are forward-looking statements. The
forward-looking statements set out in this announcement involve
a number of known and unknown risks, uncertainties and other
factors, many of which are difficult to predict and generally
beyond the control of Sibanye, that could cause Sibanye’s actual
results and outcomes to be materially different from historical
results or from any future results expressed or implied by such
forward-looking statements. These forward-looking statements
speak only as of the date of this presentation. Sibanye
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 presentation or to
reflect the occurrence of unanticipated events, save as required
by applicable law.
Prospectus; No Offer or Solicitation
Sibanye has filed a registration statement (including a
prospectus) and may file a prospectus supplement with the
Securities and Exchange Commission (“SEC”) in respect of the
Rights Offer. Before you invest, you should read the prospectus
in that registration statement, the prospectus supplement and
other documents Sibanye will file and has filed with the SEC for
more complete information about Sibanye and the Rights Offer.
You may get these documents, when available, for free by
visiting EDGAR on the SEC web site at www.sec.gov or by visiting
Sibanye’s website at www.sibanyegold.co.za. Alternatively,
Sibanye, any underwriter or any dealer participating in the
Rights Offer will arrange to send you the registration
statement, prospectus and prospectus supplement, when available,
if you request it by calling toll-free (800) 322-2885 or by e-
mailing rightsoffer@mackenziepartners.com. This announcement is
for information 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 that are being offered outside
of the United States have not been, and will not be, registered
under the U.S. 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.
Date: 11/05/2017 04:15:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
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