Sibanye-Stillwater concludes tender process to retire certain of its US$450 million 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 OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES,
ITS TERRITORIES AND POSSESSIONS, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS (AS
DEFINED IN REGULATION S UNDER THE U.S. SECURITIES ACT OF 1933) OR IN OR INTO ANY OTHER
JURISDICTION WHERE SUCH DISTRIBUTION WOULD BE PROHIBITED BY APPLICABLE LAW
Sibanye-Stillwater concludes tender process to retire certain of its US$450 million
Johannesburg, 5 September 2018: Sibanye-Stillwater (Tickers JSE: SGL and NYSE: SGBL) is
pleased to announce the conclusion of its previously announced invitation to tender
Convertible Bonds for purchase up to the aggregate principal amount corresponding to
US$50 million in aggregate purchase price (including accrued interest) to holders of its
US$450 million 1.875 per cent. Guaranteed Unsecured Convertible Bonds due 2023
(Convertible Bonds) (Invitation).
The Final Buyback Price is 75.00 per cent. (expressed as a percentage of each US$200,000
in principal amount of the Convertible Bonds). No Convertible Bonds tendered for purchase
at a purchase price above the Final Buyback Price will be accepted for purchase pursuant
to the Invitation. Terms not otherwise defined in this press release have the same meaning
as defined in the launch press release published by Sibanye-Stillwater on 4 September
Eligible Holders who have submitted valid Tender Instructions and whose Convertible Bonds
are accepted for purchase (Tendered Bonds) in the Invitation will receive on the
Settlement Date a cash consideration equal to the Final Buyback Price. Sibanye-Stillwater
will also pay, in relation to the Tendered Bonds, an amount in cash equal to interest
accrued but unpaid on the Convertible Bonds up to (but excluding) the Settlement Date.
Based on the expected Settlement Date of 11 September 2018, the Accrued Interest Payment
shall be US$1,718.75 per US$200,000 in principal amount of the Convertible Bonds or 0.86
per cent. of each US$200,000 in principal amount of the Convertible Bonds.
Sibanye-Stillwater has decided to accept Convertible Bonds submitted pursuant to valid
Tender Instructions which specified a purchase price equal to or below the Final Buyback
Price in an aggregate principal amount of US$66,000,000 (Acceptance Amount).
Convertible Bonds submitted pursuant to valid Tender Instructions which specified a
purchase price below the Final Buyback Price will be accepted in full without any pro
rata scaling. Convertible Bonds submitted pursuant to valid Tender Instructions which
specified a purchase price equal to the Final Buyback Price will be pro-rated.
The Total Purchase Price in respect of the Tendered Bonds will be US$50,067,187.50.
As announced on 4 September 2018, the Company has also launched a tender process to
retire up to US$350 million (including accrued interest) of its 6.125% bond Notes due
27 June 2022 (the 2022 Notes) and 7.125% bond Notes due 27 June 2025 (the 2025 Notes).
For more information to the process, please refer to
Investor relations enquiries should be directed to Sibanye-Stillwater at:
Senior Vice President: Investor Relations
Tel: +27 83 453 4014
+27 10 493 6923
Sponsor: J.P. Morgan Equities South Africa Proprietary Limited
Linklaters LLP and ENSafrica are acting as legal advisors to Sibanye-Stillwater.
White & Case LLP are acting as legal advisors to the International Dealer Managers.
Information on the International Dealer Managers
The International Dealer Managers and their respective affiliates have provided, from
time to time, and in the future may provide, certain commercial banking, investment
banking and financial advisory services to Sibanye-Stillwater and its affiliates, for
which they have received, and in the future will receive, customary fees. In the future,
they may also provide investment banking and financial advisory services to Sibanye-
Stillwater and its affiliates for customary fees. At any given time, the International
Dealer Managers may trade the Convertible Bonds or other securities of Sibanye-Stillwater
for their own accounts or for the accounts of customers, and, accordingly, may hold a
long or short position in the Convertible Bonds or other securities of Sibanye-Stillwater,
and may tender securities as part of the Invitation.
For the avoidance of doubt, Barclays Bank PLC is acting as International Dealer Manager
exclusively outside of the Republic of South Africa and has no obligation whatsoever in
connection with the Invitation towards Bondholders resident in the Republic of South
Africa. Bondholders resident in the Republic of South Africa should contact Absa Bank
Limited, acting through its Corporate and Investment Banking division, in respect of any
queries relating to the Invitation.
Barclays Bank PLC is acting as the international billing and delivering bank in relation
to Bondholders located outside of South Africa.
Barclays Bank PLC is authorised by the Prudential Regulatory Authority and regulated by
the Financial Conduct Authority and Prudential Regulatory Authority, is acting for
Sibanye-Stillwater only in connection with the Invitation and will not be responsible to
anyone other than Sibanye-Stillwater for providing the protections offered to the clients
of Barclays Bank PLC, nor for providing advice in relation to the Invitation or any
matters referred to in this announcement.
This announcement does not constitute an invitation to participate in the Invitation.
The distribution of this announcement in certain jurisdictions may be restricted by laws
and regulations. Persons into whose possession this announcement comes are required by
each of Sibanye-Stillwater and the International Dealer Managers to inform themselves
about and to observe any such restrictions.
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. 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.
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