SIBANYE GOLD LIMITED - Sibanye-Stillwater launches US$450 million senior unsecured guaranteed convertible bonds

Sibanye-Stillwater launches US$450 million senior
unsecured guaranteed convertible bonds

Sibanye Gold Limited
Trading as Sibanye-Stillwater
Incorporated in the Republic of South Africa
Registration number 2002/031431/06
Share code: SGL
ISIN – ZAE000173951
Issuer code: SGL
(“Sibanye-Stillwater” or “the Group” or “the Company”)

NOT FOR DISTRIBUTION IN OR INTO THE U.S. (OR TO U.S. PERSONS),
CANADA, AUSTRALIA, SOUTH AFRICA OR JAPAN, OR IN ANY OTHER
JURISDICTION IN WHICH SUCH DISTRIBUTION WOULD BE PROHIBITED BY
APPLICABLE LAW

Sibanye-Stillwater launches US$450 million senior
unsecured guaranteed convertible bonds

Westonaria, 19 September 2017: Sibanye Gold Limited (“Sibanye-
Stillwater” and/or the “Group”) is pleased to announce that it
has launched an offering of US$450 million senior unsecured
guaranteed convertible bonds due 2023 (the “Convertible Bonds”)
(the “Offering”).

The proceeds are expected to be used to refinance the outstanding
portion of the bridge loan raised for the acquisition of
Stillwater Mining Company (“Stillwater”).

The Convertible Bonds will be issued by Sibanye-Stillwater on
26 September 2017 (the "Issue Date") and payments in respect of
the Convertible Bonds will be guaranteed by Stillwater and
Kroondal   Operations   Proprietary   Limited   (together,   the
“Guarantors”). The Convertible Bonds are expected to pay a
coupon of between 1.625% and 2.375% per annum, payable semi-
annually in arrear in equal instalments on 26 March and 26
September of each year. The initial conversion price is expected
to be set within a premium range of 30% to 35% above the volume
weighted average price of Sibanye-Stillwater’s shares on the
Johannesburg Stock Exchange (“JSE”) between opening of trading
today, 19 September 2017 and pricing which is expected later
today.

The conversion price will be subject to customary adjustments
pursuant to the terms and conditions of the Convertible Bonds.
The conversion price will be adjusted for any dividends paid.

The Convertible Bonds, subject to the receipt of the requisite
approval by a general meeting of the shareholders of Sibanye-
Stillwater (the "Shareholder Resolutions") on or before 31 May
2018 (the “Long Stop Date”), will be convertible into new and/or
existing shares (“Ordinary Shares”) of Sibanye-Stillwater, cash
or a combination thereof pursuant to the terms and conditions
of the Convertible Bonds. Absent such approval, holders of the
Convertible Bonds will on conversion receive a cash amount equal
to the value of the underlying Ordinary Shares.

For so long as the Shareholder Resolutions have not been
approved, Sibanye-Stillwater reserves the right to redeem all
but not some of the Convertible Bonds at the greater of: i) 102%
of their principal value, or ii) 102% of their fair market value,
in each case plus accrued interest.

The Convertible Bonds will be issued at 100% of their principal
amount (i.e. US$200,000 per Convertible Bond). Unless previously
redeemed, converted or purchased and cancelled, the Convertible
Bonds will be redeemed at their principal amount on or around
26 September 2023. Sibanye-Stillwater will have the option to
redeem all but not some of the Convertible Bonds at their
principal amount (plus accrued but unpaid interest) in
accordance with the terms and conditions of the Convertible
Bonds at any time (i) on or after 17 October, 2020, if the value
of the Ordinary Shares underlying a Convertible Bond is equal
to or exceeds US$260,000 for a specified period of time, or (ii)
if 15% or less of the aggregate principal amount of the
Convertible Bonds remains outstanding (all as more fully
described in the terms and conditions of the Convertible Bonds).

Application is expected to be made for the Convertible Bonds to
be admitted to trading on the Open market (Freiverkehr) segment
of the Frankfurt Stock Exchange as soon as reasonably
practicable but no later than 90 days after the Issue Date.

The Convertible Bonds will be offered by way of an accelerated
bookbuild to qualified investors only. The final terms of the
Convertible Bonds are expected to be announced after pricing
which is expected later today.

“The Convertible Bond offering is the final step in refinancing
the acquisition bridge facility and is complementary to our
envisaged long-term capital structure. While we considered
various financing options, convertible bonds offer the greatest
flexibility at a reasonable cost, which will assist us to delever
our balance sheet, consistent with our long-term target of 1x
Net   debt:EBITDA.”   Sibanye-Stillwater   CEO,   Neal   Froneman
commented.
Citigroup Global Markets Limited, HSBC, BMO Capital Markets and
RBC Capital Markets are acting as Joint Global Coordinators and
Joint Bookrunners for the Offering. Barclays Bank PLC is acting
as Joint Bookrunner and Mizuho International plc is acting as
Co-Bookrunner for the Offering (the “Bookrunners”).


Investor relations contact:

James Wellsted
Head of Investor Relations
+27 (0) 83 453 4014
Email: ir@sibanyestillwater.com

Sponsor: J.P. Morgan Equities South Africa Proprietary Limited

Joint Global Coordinators and Joint Bookrunners:
Citigroup Global Markets Limited
HSBC Bank plc (“HSBC”)
BMO Capital Markets Limited (“BMO Capital Markets”)
RBC Europe Limited (“RBC Capital Markets”)

Joint Bookrunner:
Barclays Bank PLC

Co-Bookrunner:
Mizuho International plc

IMPORTANT NOTICE

The information contained in this announcement is for
background purposes only and does not purport to be full or
complete.

This announcement is not for publication or distribution,
directly or indirectly, in or into the United States or to
U.S. Persons (each as defined in Regulation S under the U.S.
Securities Act of 1933, as amended (the "Securities Act")).
The distribution of this announcement may be restricted by law
in certain jurisdictions and persons into whose possession any
document or other information referred to herein comes, should
inform themselves about and observe any such restriction. Any
failure to comply with these restrictions may constitute a
violation of the securities laws of any such jurisdiction.
This announcement does not constitute or form part of an offer
to sell securities or the solicitation of any offer to
subscribe for or otherwise buy any securities to or from any
person in the United States, Australia, Canada, South Africa
or Japan or in any other jurisdiction to whom or in which
offers or sales is unlawful. The securities referred to in
this announcement have not been and will not be registered
under the Securities Act and may not be offered or sold in the
United States or to, or for the account or benefit of U.S.
persons, unless registered under the Securities Act or
pursuant to an exemption from, or a transaction not subject
to, the registration requirements of the Securities Act.
Subject to certain exceptions, the securities referred to
herein may not be offered or sold in Australia, Canada, South
Africa or Japan or to, or for the account or benefit of, any
national, resident or citizen of Australia, Canada, South
Africa or Japan. There will be no public offer of the
securities in the United States, Australia, Canada, South
Africa or Japan.

The offering of the Convertible Bonds is addressed to, and
directed in member states of the European Economic Area (the
“EEA”) which have implemented the Prospectus Directive (the
"Prospectus Directive") at, persons who are "qualified
investors" within the meaning of Article 2(1)(e) of the
Prospectus Directive (directive 2003/71/EC, as amended)
("qualified investors"). In addition, in the United Kingdom,
the offering of the Convertible Bonds is directed only at
qualified investors (i) who have professional experience in
matters relating to investments falling within Article 19(5)
of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended (the "Order") or (ii)
qualified investors falling within Article 49(2)(a) to (d) of
the Order, or (iii) to whom it may otherwise lawfully be
communicated under the Order (all such persons together being
referred to as "relevant persons"). This announcement must not
be acted on or relied on by persons who are not relevant
persons in the United Kingdom or qualified investors elsewhere
in the EEA as the case may be. Any investment or investment
activity to which this announcement relates is available only
to relevant persons and will be engaged in only with relevant
persons or qualified investors as the case may be.

This announcement does not, nor is it intended to, constitute
an "offer to the public" (as that term is defined in the South
African Companies Act) and does not, nor is it intended to,
constitute a prospectus prepared and registered under the
South African Companies Act. Convertible Bonds will not be
offered for subscription or sale in South Africa.
The Ordinary Shares to be issued or transferred and delivered
upon conversion of the Convertible Bonds are intended to be
listed on the JSE Limited (the "JSE"). At the time of delivery
and listing of those shares, Sibanye-Stillwater will be
subject to on-going continuing obligations in accordance with
the JSE listings requirements. No assurance can be given that
Sibanye-Stillwater will be in compliance with the JSE listings
requirements at the time of issue or, transfer and delivery of
the relevant Ordinary Shares upon conversion of the
Convertible Bonds and, accordingly, that the JSE will or will
continue to grant approval for the listing of such Ordinary
Shares.

Acquiring investments to which this announcement relates may
expose an investor to a significant risk of losing all of the
amount invested. Persons considering making such investments
should consult an authorised person specialising in advising
on such investments. This announcement does not constitute a
recommendation concerning the Convertible Bonds. The value of
the Convertible Bonds can decrease as well as increase.
Potential investors should consult a professional adviser as
to the suitability of the Convertible Bonds for the person
concerned.

Each of the Bookrunners is authorised and supervised by the
Prudential Regulation Authority and is subject to regulation
by the Financial Conduct Authority. Each of the Bookrunners is
acting exclusively for Sibanye-Stillwater and no one else in
connection with the offering of the Convertible Bonds and will
not be responsible to any other person for providing the
protections afforded to clients of such Bookrunners,
respectively, or for providing advice in relation to the
offering of the Convertible Bonds or any other transaction,
matter or arrangement referred to in this announcement.
Each of Sibanye-Stillwater, the Guarantors and the Bookrunners
and their respective affiliates expressly disclaims any
obligation or undertaking to update, review or revise any
statement contained in this announcement whether as a result
of new information, future developments or otherwise.

In connection with the offering of the Convertible Bonds, the
Bookrunners and any of their respective affiliates, acting as
investors for their own accounts, may subscribe for or
purchase securities and in that capacity may retain, purchase,
sell, offer to sell or otherwise deal for their own accounts
in such securities and any other securities of Sibanye-
Stillwater or any Guarantor or related investments in
connection with the Convertible Bonds, Sibanye-Stillwater, the
Guarantors or otherwise. Accordingly, references to the
securities being issued, offered, subscribed, acquired, placed
or otherwise dealt in should be read as including any issue or
offer to, or subscription, acquisition, placing or dealing by,
the Bookrunners and any of their respective affiliates acting
as investors for their own accounts. None of the Bookrunners
intends to disclose the extent of any such investment or
transactions otherwise than in accordance with any legal or
regulatory obligations to do so.
None of the Bookrunners or any of their respective directors,
officers, employees, affiliates, advisers or agents accepts
any responsibility, duty or liability whatsoever for or makes
any representation or warranty, express or implied, as to the
truth, accuracy or completeness of the information in this
announcement (or whether any information has been omitted from
the announcement) or any other information relating to
Sibanye-Stillwater, the Guarantors, their respective
subsidiaries or associated companies or any securities
referred to herein, whether written, oral or in a visual or
electronic form, and howsoever transmitted or made available
or for any loss howsoever arising from any use of this
announcement or its contents or otherwise arising in
connection therewith.

For the avoidance of doubt, none of Sibanye-Stillwater, the
Guarantors or the Bookrunners make any representation or
warranty that they intend to accept or be bound to any of the
terms herein nor shall Sibanye-Stillwater, the Guarantors or
the Joint Global Coordinators be obliged to enter into any
further discussions or negotiations pursuant thereto but shall
be entitled in their absolute discretion to act in any way
that they see fit in connection with the proposed transaction.
This is not an offer to sell, nor a solicitation of an offer
to buy any securities, and any discussions, negotiations or
other communications that may be entered into, whether in
connection with the terms set out herein or otherwise, shall
be conducted subject to contract.

Date: 19/09/2017 09:06:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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