Wrap Text
Finalisation announcement in relation to the proposed Odd-lot Offer and a Specific Offer
Sibanye Stillwater Limited
Incorporated in the Republic of South Africa
Registration number 2014/243852/06
Share codes: SSW (JSE) and SBSW (NYSE)
ISIN – ZAE000259701
Issuer code: SSW
(“Sibanye-Stillwater” or “the Group” or “the Company”)
www.sibanyestillwater.com
NOT FOR DISTRIBUTION, RELEASE OR PUBLICATION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED
STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE
DISTRICT OF COLUMBIA), OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION, RELEASE OR
PUBLICATION WOULD BE RESTRICTED OR PROHIBITED. OTHER RESTRICTIONS ARE APPLICABLE. PLEASE SEE
THE IMPORTANT NOTICE AT THE END OF THE ANNOUNCEMENT.
Finalisation announcement in relation to the proposed Odd-lot Offer and a Specific
Offer
1. Introduction
Sibanye-Stillwater shareholders (“Shareholders”) are referred to the Stock Exchange News
Service (“SENS”) announcement dated 2 November 2020 wherein the board of directors of
Sibanye-Stillwater (“Board”) advised of its intention to make an odd-lot offer (“Odd-lot
Offer”) to Shareholders holding fewer than 100 Sibanye-Stillwater shares (“Odd-lot Holders”),
and a specific offer (”Specific Offer”) to Shareholders holding 100 Sibanye-Stillwater
shares or more but equal to or fewer than 400 Sibanye-Stillwater shares (“Specific Holders”),
(collectively, “Offers”).
The implementation of the Offers will result in the repurchase by the Company of the Sibanye-
Stillwater shares from the Odd-lot Holders and Specific Holders (“Offer Holders”), at an
offer price determined as outlined in paragraph 2 below (“Offer Price”).
2. The Offer Price
As more fully described in the circular issued by Sibanye-Stillwater on 2 November 2020
(“Circular”), the Offer Price is at a premium of 5% to the volume weighted average price of
a Sibanye-Stillwater share trading on the JSE over the 10 trading days up to the day
immediately prior to this finalization date announcement, which Offer Price is equal to a
gross amount of ZAR57.23039, less any dividends withholding tax (“DWT”)levied in terms of
the South African Income Tax Act to be withheld by the central securities depository
participant at the rate applicable to the relevant Shareholder.
Tax Implications
The Cash Consideration paid by Sibanye-Stillwater pursuant to the Offer Shares will
constitute a “dividend” as defined in section 1 of the South African Income Tax Act, in the
hands of such Shareholder as no portion of the repurchase price will consist of contributed
tax capital.
Dividends Withholding Tax
The Offers will give rise to a liability for DWT at a rate of 20% in the event that the
Offer Holder does not qualify for an exemption from DWT or in the case of non-resident
Shareholder, is not subject to a reduced rate of DWT in terms of the Double Taxation
Agreement between South Africa and the non-resident Shareholder’s country of residence.
In the event that the Offer Holder does not qualify for an exemption or reduced DWT rate,
the net Offer Price will be ZAR45.78431, being ZAR57.23039 less 20% DWT.
For details on the tax implications of the Offers, please refer to the Circular available
on the Company’s website: (www.sibanyestillwater.com/news-investors/odd-lot-offer).
The summary tax implications serve as a general guide and is not intended to constitute a
comprehensive analysis of the tax consequence of the Offers under the South African tax law.
It is also not intended to be, nor should it be considered to be, a legal or tax advice.
Shareholders’ personal circumstances may lead to a different tax outcome, as such,
Shareholders should seek appropriate advice in respect of their particular circumstances
from their own tax and/or other professional advisers.
The Offers do not constitute an offer to sell or the solicitation of any offer to buy any
Sibanye-Stillwater securities in any in which the distribution, release or publication would
be restricted or prohibited (“Restricted Jurisdiction”), including the United States (or to
or for the benefit of any US Person (as such term is defined in Rule 902 under the US
Securities Act of 1933)), or by use of the mails, or by any means or instrumentality
(including, without limitation, facsimile transmission, telephone and the internet) of
interstate or foreign commerce, or of any facility of a national securities exchange, of
any Restricted Jurisdiction, including the United States, and the Offers cannot be accepted
by any such use, means, instrumentality or facility or from within any Restricted
Jurisdiction, including the United States (or by a US Person). The Offers are not available
to holders of Sibanye-Stillwater American Depositary Shares.
3. Finalisation Information
Further to the results of General Meeting of Shareholders released on SENS on 1 December
2020, Shareholders are advised that all conditions precedent to the Offers have now been
fulfilled and that the Offers are accordingly unconditional, and Sibanye-Stillwater will
proceed with the implementation of the Offers.
4. Salient dates and times
2020
Last day to trade to participate in the Offers Monday, 21 December
Sibanye-Stillwater shares trade ‘ex’ the Offers Tuesday, 22 December
Forms of Election and Surrender for the Odd-lot Offer to be
Thursday, 24 December
received by the Transfer Secretaries by 12:00 (CAT)
Forms of Election and Surrender for the Specific Offer to be
Thursday, 24 December
received by the Transfer Secretaries by 12:00 (CAT)
Record date for the Offers.
Thursday, 24 December
Offers close at 12:00 (CAT)
Offer implementation date Monday, 28 December
Dematerialised Odd-lot Holders and Dematerialised Specific
Holders who have accepted the Offers or Odd- lot Holders who
have made no election and are deemed to have accepted the Odd- Monday, 28 December
lot Offer, will have their accounts held at their CSDP or
broker credited with the Cash Consideration
Payments of the Cash Consideration to Certificated Odd-lot
Holders and Certificated Specific Holders who have accepted
Monday, 28 December
the Offers or Odd-lot Holders who have made no election and
are deemed to have accepted the Odd-lot Offer
Results of the Offers released on SENS Monday, 28 December
Results of the Offers published in the press Tuesday, 29 December
Cancellation and termination of listing of Sibanye-Stillwater
Wednesday, 30 December
shares repurchased in terms of the Offers expected on or about
Notes:
1. These salient dates and times are subject to amendment at the discretion of the Company.
Any such amendments will be released on SENS.
2. All times quoted are local times in South Africa.
3. Shareholders may not dematerialise or rematerialise their Sibanye-Stillwater shares for
the period following the last day to trade, being Tuesday, 22 December 2020 to Thursday,
24 December 2020.
Johannesburg, 11 December 2020
Investor relations contact:
Email: ir@sibanyestillwater.com
James Wellsted
Head of Investor Relations
Tel: +27 (0) 83 453 4014
www.sibanyestillwater.com
Sponsor:
J.P. Morgan Equities South Africa Proprietary Limited
Legal Advisors:
Edward Nathan Sonnenbergs Inc.
FORWARD LOOKING STATEMENTS
The information in this announcement may contain forward-looking statements within the meaning
of the “safe harbour” provisions of the United States Private Securities Litigation Reform Act
of 1995. These forward-looking statements, including, among others, those relating to Sibanye
Stillwater’s financial positions, business strategies, plans and objectives of management for
future operations, are necessarily estimates reflecting the best judgment of the senior
management and directors of Sibanye-Stillwater.
All statements other than statements of historical facts included in this announcement may be
forward-looking statements. Forward-looking statements also often use words such as “will”,
“forecast”, “potential”, “estimate”, “expect” and words of similar meaning. By their nature,
forward-looking statements involve risk and uncertainty because they relate to future events
and circumstances and should be considered in light of various important factors, including
those set forth in this disclaimer. Readers are cautioned not to place undue reliance on such
statements.
The important factors that could cause Sibanye-Stillwater’s actual results, performance or
achievements to differ materially from those in the forward-looking statements include, among
others, our future business prospects; financial positions; debt position and our ability to
reduce debt leverage; business, political and social conditions in the United States, South
Africa, Zimbabwe and elsewhere; plans and objectives of management for future operations; our
ability to obtain the benefits of any streaming arrangements or pipeline financing; our ability
to service our bond instruments; changes in assumptions underlying Sibanye-Stillwater’s
estimation of their current mineral reserves and resources; the ability to achieve anticipated
efficiencies and other cost savings in connection with past, ongoing and future acquisitions,
as well as at existing operations; our ability to achieve steady state production at the Blitz
project; the success of Sibanye-Stillwater’s business strategy; exploration and development
activities; the ability of Sibanye-Stillwater to comply with requirements that they operate in
a sustainable manner; changes in the market price of gold, PGMs and/or uranium; the occurrence
of hazards associated with underground and surface gold, PGMs and uranium mining; the occurrence
of labour disruptions and industrial action; the availability, terms and deployment of capital
or credit; changes in relevant government regulations, particularly environmental, tax, health
and safety regulations and new legislation affecting water, mining, mineral rights and business
ownership, including any interpretations thereof which may be subject to dispute; the outcome
and consequence of any potential or pending litigation or regulatory proceedings or other
environmental, health and safety issues; power disruptions, constraints and cost increases;
supply chain shortages and increases in the price of production inputs; fluctuations in exchange
rates, currency devaluations, inflation and other macro-economic monetary policies; the
occurrence of temporary stoppages of mines for safety incidents and unplanned maintenance; the
ability to hire and retain senior management or sufficient technically skilled employees, as
well as their ability to achieve sufficient representation of historically disadvantaged South
Africans in management positions; failure of information technology and communications systems;
the adequacy of insurance coverage; any social unrest, sickness or natural or man-made disaster
at informal settlements in the vicinity of some of Sibanye-Stillwater’s operations; and the
impact of HIV, tuberculosis and the spread of other contagious diseases, such as coronavirus
(“COVID-19”). Further details of potential risks and uncertainties affecting Sibanye-Stillwater
are described in Sibanye-Stillwater’s filings with the JSE and the United States Securities
and Exchange Commission.
These forward-looking statements speak only as of the date of the content. Sibanye-Stillwater
expressly disclaims any obligation or undertaking to update or revise any forward-looking
statement (except to the extent legally required).
IMPORTANT NOTICES
This announcement may not be published, distributed or transmitted in the United States, or in
any other Restricted Jurisdiction, and therefore persons in such jurisdictions into which this
announcement is released, published or distributed should inform themselves about and observe
such restrictions.
The Offers do not constitute an offer to sell or the solicitation of any offer to buy any
Sibanye-Stillwater securities in any Restricted Jurisdiction, including the United States (or
to or for the benefit of any US Person) and such Offers are not being made, directly or
indirectly, in or into the United States (or for the benefit of any US Person), or by use of
the mails, or by any means or instrumentality (including, without limitation, facsimile
transmission, telephone and the internet) of interstate or foreign commerce, or of any facility
of a national securities exchange, of any Restricted Jurisdiction, including the United States,
and the Offers cannot be accepted by any such use, means, instrumentality or facility or from
within any Restricted Jurisdiction, including the United States (or by a US Person).
Accordingly, neither copies of this announcement nor any related documentation (including the
Circular) are being or may be mailed or otherwise distributed or sent in or into or from a
Restricted Jurisdiction, including the United States (or for the benefit of any US Person),
and if received in any Restricted Jurisdiction, including the United States (or by a US Person),
this Circular should be treated as being received for information purposes only. The Offers
are not available to holders of Sibanye-Stillwater American Depositary Shares. Sibanye-
Stillwater has not and will not register under the US Securities Act any shares being offered
or sold under the Offers. These shares may not be offered or sold in the United States or to
US persons, unless they are registered under the US Securities Act, or an exemption from the
registration requirements of the US Securities Act is available. Further details on the process
to be followed are contained in the Circular.
Date: 11-12-2020 08:18:00
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.
Sharenet Sites 
