Wrap Text
Final terms of a fully underwritten 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” and/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
FINAL TERMS OF A FULLY UNDERWRITTEN RENOUNCEABLE RIGHTS OFFER OF
APPROXIMATELY U.S.$1.0 BILLION (THE “RIGHTS OFFER”)
1. INTRODUCTION
Westonaria, 18 May 2017: Sibanye shareholders are referred to the
announcement by Sibanye, released on the stock exchange news service
(“SENS”) on Thursday, 11 May 2017 and published in the South African
press on Friday, 12 May 2017(the “Declaration Announcement”), which
included the declaration information relating to the proposed
renounceable rights offer by the Company of approximately
U.S.$1 billion (the “Rights Offer”).
The Group is pleased to announce that its board of directors (the
“Board”) has finalised the terms of the Rights Offer, the salient
terms of which are set out below.
2. SALIENT TERMS OF THE RIGHTS OFFER
Terms used but not defined herein shall have the meanings ascribed
to such terms in the Rights Offer Circular (as defined below).
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Rights Offer Sibanye offers to qualifying shareholders
registered in the Sibanye share register
on Friday, 26 May 2017 (the “Record
Date”), and their qualifying renouncees,
a total of 1,195,787,294 shares in the
issued share capital of Sibanye (the
“Rights Offer Shares”) for subscription,
upon the terms and conditions set out in
a circular to shareholders (the “Rights
Offer Circular”) dated 18 May 2017,
relating to the Rights Offer and in the
Form of Instruction attached to the
Rights Offer Circular, by way of
renounceable Share Rights on the basis of
9 Rights Offer Shares for every 7
existing Sibanye shares held by
qualifying shareholders at the close of
trade on the Record Date for the Rights
Offer (“Existing Shares”). The Rights
Offer is fully underwritten, subject to
customary terms and conditions.
Only whole numbers of Rights Offer Shares
will be issued and qualifying
shareholders will be entitled to
subscribe for rounded numbers of Rights
Offer Shares. Fractional entitlements of
0.5 or greater will be rounded up and of
less than 0.5 will be rounded down.
Rights Offer Shares The Rights Offer will open at 09:00 (CAT)
Exercise Period on Monday, 29 May 2017, and will close at
12:00 (CAT) on Friday, 9 June 2017.
Rights Offer Subscription R11.28 per Rights Offer Share (equivalent
Price to U.S.$0.86 on May 17, 2017 using an
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exchange rate of R13.15 per U.S. dollar
(as published by Bloomberg at
approximately 15:00(CAT) on that date)).
The aforementioned Rights Offer
Subscription Price represents a discount
of (i) 40% to the theoretical ex-rights
price of Existing Shares on Wednesday, 17
May 2017; (ii) 60% to the closing price
of Existing Shares on Wednesday, 17 May
2017; and (iii) approximately 62% to the
prevailing 30-day VWAP of the Existing
Shares as at the Last Practicable Date.
Unexercised Share Rights If payment is not received on or before
12:00 (CAT) on Friday, 9 June 2017, the
day of the closing of the Rights Offer,
the qualifying shareholder or renouncee
concerned will be deemed to have declined
the offer to acquire Rights Offer Shares
pursuant to the Rights Offer and the
Rights Offer entitlement of such
shareholder or renouncee will lapse. See
the Rights Offer Circular for further
details.
Excess Applications All Rights Offer Shares not taken up
pursuant to the terms of the Rights Offer
will be available for allocation to
qualifying shareholders who wish to apply
for a greater number of Rights Offer
Shares than those offered to them in
terms of the Rights Offer.
Excess Rights Offer Shares (if any) will
be allocated in accordance with the
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allocation principles set out in in the
Rights Offer Circular.
ISIN Share Rights: ZAE000243572
Share Rights Code: SGLN
Shareholder helpline +27 (0) 861 100 634
An announcement will be released on SENS on or about Monday, 12 June
2017 and published in the South African media on Tuesday, 13 June
2017 stating the results of the Rights Offer and the basis of
allocation of any additional Rights Offer Shares for which
application is made.
Sibanye has filed a registration statement and a prospectus
supplement with the U.S. Securities and Exchange Commission (the
“SEC”) regarding the Rights Offer. U.S. shareholders and American
Depositary Share (“ADS”) holders should read these documents and
other documents Sibanye will file and has filed with the SEC which
may be accessed by visiting EDGAR on the SEC web site at
http://www.sec.gov or on Sibanye’s website at
https://www.sibanyegold.co.za/investors/transactions/stillwater-
acquisition/rights-offer.
3. UNDERWRITING
The Group has entered into an underwriting agreement with Citigroup
Global Markets Limited, HSBC Bank plc, J.P. Morgan Securities plc,
Morgan Stanley & Co. International plc and Rand Merchant Bank (a
division of FirstRand Bank Limited) (together, the “Underwriters”),
pursuant to which the Underwriters have severally agreed, subject to
customary terms and conditions, to underwrite any Rights Offer
Shares not subscribed for pursuant to the Rights Offer. (including
pursuant to excess applications).
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4. EXPRESSIONS OF INTENT
Gold One, which holds approximately 19.9% of Sibanye’s shares, has
expressed in writing to Sibanye its intention to exercise the Share
Rights allocated to it under the terms of the Rights Offer.
5. FULFILMENT OF CONDITIONS PRECEDENT
The conditions precedent to the Rights Offer, as specified in the
Declaration Announcement, have all been fulfilled. Accordingly, the
Rights Offer is unconditional and may now be implemented.
6. SALIENT DATES AND TIMES OF THE RIGHTS OFFER
Shareholders are advised that there have been no changes to the
salient dates and times of the Rights Offer as set out in the
Declaration Announcement.
No transfers of Sibanye shares will be permitted between the London
and Johannesburg registers from Friday, 19 May 2017 until Friday, 26
May 2017, both days inclusive. The ADS depositary will close
Sibanye’s ADS programme for issuances and cancellations between 24
May 2017 and 30 May 2017.
7. DOCUMENTATION
The Rights Offer Circular providing full details of the Rights Offer
will be available on Sibanye’s website later today at
https://www.sibanyegold.co.za/investors/transactions/stillwater-
acquisition/rights-offer and will be posted, together with a form of
instruction where applicable, to qualifying shareholders located
outside of the Australia and Japan, or any other jurisdiction where
such distribution would be unlawful, on Tuesday, 23 May 2017.
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Copies of the Rights Offer Circular can be obtained during normal
business hours from the opening of the Rights Offer to the closing
of the Rights Offer at the registered office of Sibanye: 1 Hospital
Street, Libanon, Westonaria 1780; at the offices of the Transaction
Sponsor: J.P. Morgan Equities South Africa (Pty) Ltd, 1 Fricker
Road, Illovo, 2196; and at the offices of the Transfer Secretaries:
Computershare Investor Services Proprietary Limited, Rosebank
Towers, 15 Biermann Avenue, Rosebank, Johannesburg, 2196.
Ends.
Investor relations 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
Joint Global Co-ordinators, Joint Bookrunners and Underwriters:
Citigroup Global Markets Limited (“Citi”)
HSBC Bank plc (“HSBC”)
J.P. Morgan Securities plc (“J.P. Morgan”)
Morgan Stanley & Co. International plc (“Morgan Stanley”)
Rand Merchant Bank (a division of FirstRand Bank Limited)
(“RMB”)
Legal advisers to Sibanye:
Linklaters LLP
ENSAfrica
Legal advisers to the Joint Global Co-ordinators:
Shearman & Sterling (London) LLP
Bowman Gilfillan Inc.
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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.
Each of the Underwriters are acting exclusively for the Group and
no one else in connection with the Rights Offer. They will not
regard any other person (whether or not a recipient of this
announcement) as their respective clients in relation to the Rights
Offer and will not be responsible to anyone other than the Group
for providing the protections afforded to their respective clients
nor for giving advice in relation to the Rights Offer or any
transaction or arrangement referred to herein.
No representation or warranty, express or implied, is made by any
of the Underwriters as to the accuracy, completeness or
verification of the information set forth in this announcement,
and nothing contained in this announcement is, or shall be relied
upon as, a promise or representation in this respect, whether as
to the past or the future. None of the Underwriters assumes any
responsibility for the accuracy, completeness or verification of
the information set forth in this announcement and, accordingly,
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disclaim each of the Underwriters, to the fullest extent permitted
by applicable law, any and all liability which they might otherwise
be found to have in respect of this announcement or any such
statement.
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 (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: (i) an offer
to sell, or a solicitation of offers to purchase or subscribe
for, securities in the United States or any other jurisdiction;
or (ii) investment advice in any jurisdiction relating to the
securities discussed herein.
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Date: 18/05/2017 10:56:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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