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Notification in terms of Section 45(5) of the Companies Act 71 of 2008
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”)
Notification in terms of Section 45(5) of the Companies Act 71 of 2008
Westonaria, 28 September 2017: Following the completion of the acquisition
of Stillwater Mining Company (incorporated in the State of Delaware, United
States)("Stillwater"), the Company has finalised the process of refinancing
the bridge loan facility which was utilised by the Company and its
subsidiaries to fund the acquisition of Stillwater (the “Acquisition Debt”),
through various means culminating with the recent convertible bond offering
by the Company which closed on 26 September 2017 (the “Convertible Bond”.,
The Company is also putting in place arrangements to incorporate Stillwater
into existing credit facilities of the Sibanye-Stillwater Group (“Existing
Facilities”).
Notice is hereby given that, in terms of the provisions of Section 45(5) of
the Companies Act 71 of 2008 (the “Companies Act”), and pursuant to the
special resolution passed at the general meeting of the Company held on 23
May 2017 (the “General Meeting”), the board of directors of the Company (the
“Board”) has adopted a resolution to provide financial assistance to an
indirect wholly owned subsidiary of the Company, Thor US Holdco Inc. (“US
HoldCo”), by advancing to US HoldCo an amount of US$362.4 million (the
“Loan”) for the purposes of capitalising its wholly owned subsidiary,
Stillwater. This application by the Company of the Convertible Bond proceeds
will enable Stillwater to settle the Acquisition Debt incurred by it
directly. The Loan constitutes direct and/or indirect financial assistance
in terms of the provisions of Section 45(2) of the Companies Act.
The Company has also agreed certain amendments to the Existing Facilities
to accommodate the recent changes undergone by the Sibanye-Stillwater Group
which amendments will require the Company to confirm the guarantees and
financial assistance provided to its subsidiaries as contemplated in Section
45 of the Companies Act.
Accordingly, notice is hereby also given that, in terms of the provisions
of Section 45(5) of the Companies Act, and pursuant to the special resolution
passed at the General Meeting, the Board has adopted resolutions to continue
to provide guarantees and financial assistance under the amended terms and
conditions of the Existing Facilities to subsidiaries of the Company and to
related- and inter-related companies and corporations, all of which
constitute direct and/or indirect financial assistance in terms of the
provisions of Section 45(2) of the Companies Act.
Having considered all reasonable financial circumstances of the Company in
terms of and pursuant to the provisions of Section 45 as read with Section
4 of the Act, the Board satisfied itself that:
• immediately after providing the financial assistance referred to above,
the Company would satisfy the solvency and liquidity test contemplated in
Section 4 of the Act;
• all relevant conditions and restrictions relating to the granting of
such financial assistance by the Company contained in the Company's
memorandum of incorporation are satisfied; and
• the terms and conditions on which such financial assistance is to be
given are fair and reasonable to the Company.
Contact:
James Wellsted
Head of Investor Relations
+27 (0) 83 453 4014
email: ir@sibanyestillwater.com
Sponsor: J.P. Morgan Equities South Africa (Proprietary) Ltd
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[, including the statements related to
expected production volumes]. 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. 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-Stillwater, that could cause
Sibanye-Stillwater’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 announcement. Sibanye-
Stillwater 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 announcement or to reflect the
occurrence of unanticipated events, save as required by applicable law.
Date: 28/09/2017 08:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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