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Sibanye-Stillwater announces the reference share price and initial conversion price
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")
Website: www.sibanyestillwater.com
NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, OR TO OR FOR THE
ACCOUNT OR BENEFIT OF U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE U.S. SECURITIES ACT OF
1933, AS AMENDED (THE "U.S. SECURITIES ACT")), OR IN OR INTO AUSTRALIA, JAPAN OR IN ANY OTHER
JURISDICTION IN WHICH SUCH DISTRIBUTION, OFFERS OR SALES, WOULD BE PROHIBITED BY APPLICABLE LAW
Sibanye-Stillwater announces the reference share price and initial conversion price of its
US$500 million senior unsecured guaranteed convertible bonds due 2028
Johannesburg, 22 November 2023: Sibanye-Stillwater (JSE: SSW and NYSE: SBSW) is pleased to
announce the successful placement of US$500 million senior, unsecured, guaranteed convertible
bonds (the "Convertible Bonds"), through its indirect wholly-owned subsidiary, Stillwater Mining
Company (the "Issuer"), due in November 2028 and convertible into new and/or existing Sibanye-
Stillwater ordinary shares.
- The reference share price of the Convertible Bonds, being the volume weighted average price
of Sibanye-Stillwaters's shares listed on the Main Board of the JSE Limited ("JSE") between
opening of trading and close of trading on 21 November 2023, converted into US$ using the
USD-ZAR exchange rate at the close of trading on the JSE of R18.388/US$) is R18.55/share or
US$1.0088/share ; and
- The resulting initial conversion price of the Convertible Bonds is US$1.3367 (reflecting a
conversion premium of 32.5%).
The Convertible Bonds are expected to be issued on or around 28 November 2023.
About Sibanye-Stillwater
Sibanye-Stillwater is a multinational mining and metals processing group with a diverse portfolio
of operations, projects and investments across five continents. The Group is also one of the
foremost global recyclers of PGM autocatalysts and has interests in leading mine tailings
retreatment operations.
Sibanye-Stillwater has established itself as one of the world's largest primary producers of
platinum, palladium, and rhodium and is a top tier gold producer. It also produces and refines
iridium and ruthenium, nickel, chrome, copper and cobalt. The Group has recently begun to
diversify its asset portfolio into battery metals mining and processing and increase its presence
in the circular economy by growing its recycling and tailings reprocessing exposure globally.
For more information refer to www.sibanyestillwater.com.
Investor relations contact:
Email: ir@sibanyestillwater.com
James Wellsted
Executive Vice President: Investor Relations and Corporate Affairs
Tel: +27 (0) 83 453 4014
Website: www.sibanyestillwater.com
Joint Global Coordinators and Joint Bookrunners:
Absa Bank Limited ("Absa Bank")
BMO Capital Markets Limited ("BMO Capital Markets")
Merrill Lynch International ("BofA Securities")
Goldman Sachs International ("Goldman Sachs")
Sponsor: J.P. Morgan Equities South Africa Proprietary Limited
FORWARD LOOKING STATEMENTS
This announcement contains forward-looking statements within the meaning of the "safe harbour" provisions
of the United States Private Securities Litigation Reform Act of 1995. All statements other than statements
of historical fact included in this announcement may be forward-looking statements. Forward-looking
statements may be identified by the use of words such as "will", "would", "expect", "forecast", "potential",
"may", "could", "believe", "aim", "anticipate", "target", "estimate" and words of similar meaning.
These forward-looking statements, including, among others, those relating to Sibanye-Stillwater Limited's
("Sibanye-Stillwater") future business prospects, financial positions, production and operational guidance,
climate and ESG-related statements, targets and metrics, business strategies, plans and objectives of
management for future operations and ability to complete or successfully integrate ongoing and future
acquisitions, are necessarily estimates reflecting the best judgement of Sibanye-Stillwater's senior
management. Readers are cautioned not to place undue reliance on such statements.
Forward-looking statements 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 its actual results and outcomes to be materially different from historical results or from any future
results expressed or implied by such forward-looking statements. As a consequence, these forward-looking
statements should be considered in light of various important factors, including those set forth in Sibanye-
Stillwater's 2022 Integrated Report and annual report on Form 20-F filed with the United States Securities
and Exchange Commission on 24 April 2023 (SEC File no. 333-234096). These forward-looking statements speak
only as of the date of this announcement. Sibanye-Stillwater expressly disclaims any obligation or
undertaking to update or revise any forward- looking statement (except to the extent legally required).
This announcement contains certain forward-looking statements about the future outlook of the issuer and
the guarantors. By their nature, any statements about future outlook involve risk and uncertainty because
they relate to events and depend on circumstances that may or may not occur in the future. Actual results,
performance or outcomes may differ materially from any results, performance or outcomes expressed or
implied by such forward-looking statements.
No representation or warranty is given in relation to any forward-looking statements made by the issuer or
the guarantors or any of the joint global coordinators, including as to their completeness or accuracy.
Neither the issuer nor the guarantors undertake to update any forward-looking statements whether as a
result of new information, future events or otherwise. Nothing in this announcement should be construed as
a profit forecast.
IMPORTANT NOTICE
This announcement is directed exclusively at market professionals and institutional investors, being
"qualified investors" within the meaning of the prospectus regulation, and is for information purposes
only and is not to be relied upon in substitution for the exercise of independent judgement.
It is not intended as investment advice and under no circumstances is it to be used or considered as an
offer to sell, or a solicitation of an offer to buy, any security nor is it a recommendation to buy or
sell any security.
An investment in the bonds and/or the ordinary shares to be issued or transferred and delivered upon
conversion of the bonds and/or notionally underlying the bonds (together with the guarantees in respect of
the bonds (the "guarantees"), the "securities") involves a high degree of risk. Any decision to purchase
any of the securities should only be made on the basis of an independent review by a prospective investor
of the issuer's and the guarantors' publicly available information. Neither the joint global coordinators
nor any of their respective affiliates accept any responsibility or liability arising from the use of, or
make 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 this announcement) or
the issuer's and the guarantors' publicly available information or for any loss howsoever arising from the
use of the announcement or its contents or otherwise arising in connection therewith. The information
contained in this announcement is subject to change in its entirety without notice up until the settlement
date. Neither the joint global coordinators nor any of their respective affiliates shall be responsible
for, or for investigating, any matter which is the subject of any statement, representation, warranty or
covenant of the issuer and the guarantors contained in the bonds or the guarantees, or any other agreement
or announcement relating to the bonds, the other securities or the guarantees, or for the execution,
legality, effectiveness, adequacy, genuineness, validity, enforceability or admissibility in evidence
thereof.
This announcement is not for distribution, directly or indirectly, in or into the United States or to or
for the account or benefit of U.S. persons (as defined in regulation s under the U.S. Securities Act of
1933, as amended ("U.S. Securities Act")). This announcement is not an offer to sell securities, or the
solicitation of any offer to buy securities, nor shall there be any offer of securities in any jurisdiction
in which such offer or sale would be unlawful.
The securities and the guarantees mentioned in this announcement have not been and will not be registered
under the U.S. 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 (as such terms are defined in regulation s under the U.S. securities
act), absent registration or an exemption from the applicable registration requirements under the U.S.
securities act. There will be no public offer of the securities in the United States or in any other
jurisdiction.
The bonds may only be distributed to investors in Canada pursuant to an exemption from the prospectus
requirements of Canadian securities laws. Only prospective investors in Ontario, Québec, British Columbia,
Manitoba or Alberta that qualify as "accredited investors" and additionally also qualify as "permitted
clients" within the meaning of applicable Canadian securities laws will be eligible to purchase the bonds.
Each prospective investor in Canada will be required to execute a representation letter confirming its
eligibility and providing certain additional acknowledgements, representations and warranties.
This announcement does not, nor does it intend to, constitute an "offer to the public" (as that term is
defined in the South African Companies Act, 2008 ("SA Companies Act")), and does not nor is it intended
to, constitute a ''registered prospectus'', as contemplated in chapter 4 of the SA Companies Act.
Accordingly, no prospectus has been filed with the South African companies and intellectual property
commission in respect of the issue or offering of the bonds. The bonds will not be offered for subscription
to any member of the general public (as contemplated in the South African Banks Act, no. 94 of 1990 (the
"Banks Act")) in South Africa. This announcement is not an offer to subscribe for securities, nor a
solicitation of any offers for subscription of securities, to any member of the general public (as
contemplated in the Banks Act) domiciled or incorporated in South Africa.
Secondary market sale and transfer of bonds to investors within South Africa is permitted subject to
compliance with applicable laws, including the SA Companies Act, the Banks Act and South African exchange
control regulations.
The information contained in this announcement constitutes factual information as contemplated in section
1(3)(a) of the South African financial advisory and Intermediary Services Act, no. 19 of 2012, as amended,
("FAIS Act") and should not be construed as an express or implied recommendation, guide or proposal that
any particular transaction in respect of the bonds or shares or in relation to the business or future
investments of the company, is appropriate to the particular investment objectives, financial situations
or needs of a prospective investor, and nothing in this announcement should be construed as constituting
the canvassing for, or marketing or advertising of, financial services in South Africa. The company is not
a financial services provider licensed as such under the FAIS Act and the company's advisors are acting
for the company only in respect of the transaction and are not giving or purporting to have given any
financial advice as contemplated in the FAIS Act to any bondholder or investor of the company.
Prospective investors should consult their professional advisers to ascertain the suitability of the
securities as an investment. For the avoidance of doubt, neither the issuer, the guarantors nor the joint
global coordinators make any representation or warranty that they intend to accept or be bound by any of
the terms herein nor shall the issuer, the guarantors or the joint global coordinators be obliged to enter
into any further discussions or negotiations pursuant thereto but they shall be entitled in their absolute
discretion to act in any way that they see fit in connection with the proposed transaction. This announcement
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. No representation or warranty, express or
implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be
accepted by the joint global coordinators or by any of their respective officers, employees or agents as
to or in relation to the accuracy or completeness of this announcement, publicly available information on
the issuer and the guarantors or any other written or oral information made available to any interested
party or its advisers and any liability therefore is hereby expressly disclaimed.
The joint global coordinators are full service financial institutions engaged in various activities, which
may include securities trading, commercial and investment banking, financial advisory, investment
management, principal investment, hedging, financing and brokerage activities. The joint global
coordinators and their respective affiliates may have in the past performed commercial banking, investment
banking and advisory services for the company and its group from time to time for which they have received
customary fees and reimbursement of expenses and may, from time to time, engage in transactions with and
perform services for the company and its group in the ordinary course of their business for which they may
receive customary fees and reimbursement of expenses.
Each of the joint global coordinators and their respective subsidiaries and affiliates may perform services
for, or solicit business from, the company, the issuer, the guarantors or members of the company's group,
may make markets in the securities of the issuer or the guarantors or members of the company's group and/or
have a position or effect transactions in such securities.
Copies of this announcement are not being, and must not be, mailed, or otherwise forwarded, distributed or
sent in, into or from the United States or any other jurisdiction in which such mailing would be illegal,
or to publications with a general circulation in those jurisdictions, and persons receiving this
announcement (including custodians, nominees and trustees) must not mail or otherwise forward, distribute
or send it in, into or from the united states or any other jurisdiction in which such mailing would be
illegal or to publications with a general circulation in those jurisdictions.
Neither the issuer, the guarantors nor the joint global coordinators make any representation as to (i) the
suitability of the securities for any particular investor, (ii) the appropriate accounting treatment and
potential tax consequences of investing in the securities or (iii) the future performance of the securities
either in absolute terms or relative to competing investments.
In connection with the offering of the bonds, the joint global coordinators or their affiliates may, for
their own account, enter into asset swaps, credit derivatives or other derivative transactions relating to
the securities at the same time as the offer and sale of the securities or in secondary market transactions.
The joint global coordinators or any of their affiliates may from time to time hold long or short positions
in or buy and sell such securities or derivatives. No disclosure will be made of any such positions except
as required by applicable law or regulation. The amount of any such purchases will be determined at the
time of pricing of the securities and will be subject to total demand received and final allocations.
In connection with the offering of the bonds, each of the joint global coordinators and any of their
respective affiliates acting as an investor for their own account may take up the securities and in that
capacity may retain, purchase or sell for its own account such securities or any other securities of the
issuer or the guarantors or any related investments and may offer or sell such securities or other
investments otherwise than in connection with the offering of the bonds. Accordingly, references in this
announcement to bonds being sold, 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 any of the
joint global coordinators and any of their respective affiliates acting in such capacity. The joint global
coordinators do not intend to disclose the extent of any such investment or transactions otherwise than in
accordance with any legal or regulatory obligation to do so.
The joint global coordinators are acting on behalf of the issuer and the guarantors and no one else in
connection with the bonds and will not be responsible to any other person for providing the protections
afforded to clients of the joint global coordinators, or for providing advice in relation to the securities.
Any allocation of the bonds described in this announcement is made expressly subject to the condition that
any offering of the bonds completes and that the bonds are issued. In particular, it should be noted that
any such offering and formal documentation relating thereto will be subject to conditions and termination
events, including those which are customary for such an offering. Any such offering will not complete
unless such conditions are fulfilled and any such termination events have not taken place or the failure
to fulfil such a condition or the occurrence of a termination event has been waived, if applicable. The
joint global coordinators reserve the right to exercise or refrain from exercising their rights in relation
to the fulfilment or otherwise of any such condition or the occurrence of any termination event in such
manner as they may determine in their absolute discretion.
No action has been taken by the issuer, the guarantors, the joint global coordinators or any of their
respective affiliates that would permit an offering of the securities or possession or distribution of
this announcement or any publicity material relating to such securities in any jurisdiction where action
for that purpose is required. Persons into whose possession this announcement comes are required by the
issuer, the guarantors, and the joint global coordinators to inform themselves about and to observe any
such restrictions.
This announcement and the offering of the bonds when made are only addressed to and directed, in member
states of the European economic area ("EEA") and the United Kingdom (each a "relevant state"), at persons
who are "qualified investors" as defined in the prospectus regulation (each a "qualified investor"). For
these purposes, the expression "prospectus regulation" means (in the case of persons in the EEA) regulation
(EU) 2017/1129 and (in the case of persons in the United Kingdom) regulation (EU) 2017/1129 as it forms
part of United Kingdom domestic law by virtue of the European Union (withdrawal) act 2018 (as amended, the
"EUWA").
A prospectus is not required to be published pursuant to the prospectus regulation.
Solely for the purposes of the product governance requirements contained within: (a) EU directive 2014/65/EU
on markets in financial instruments, as amended ("MIFID II"); (b) articles 9 and 10 of commission delegated
directive (EU) 2017/593 supplementing MIFID II; (c) local implementing measures in the EEA; (d) regulation
(EU) no 600/2014 as it forms part of united kingdom domestic law by virtue of the EUWA ("UK MIFIR"); and
(e) the FCA handbook product intervention and product governance sourcebook (together, the "product
governance requirements"), and disclaiming all and any liability, whether arising in tort, contract or
otherwise, which any "manufacturer" (for the purposes of the product governance requirements) may otherwise
have with respect thereto, the bonds have been subject to a product approval process, which has determined
that: (i) the target market for the bonds is (a) in the EEA, eligible counterparties and professional
clients only, each as defined in MIFID II and (b) in the united kingdom, eligible counterparties (as
defined in the FCA handbook conduct of business sourcebook) and professional clients (as defined in UK
MIFIR); and (ii) all channels for distribution of the bonds to eligible counterparties and professional
clients are appropriate. Any person subsequently offering, selling or recommending the bonds (a
"distributor") should take into consideration the manufacturers' target market assessment; however, a
distributor subject to MIFID II or the product governance requirements is responsible for undertaking its
own target market assessment in respect of the bonds (by either adopting or refining the manufacturers'
target market assessment) and determining appropriate distribution channels.
The target market assessment is without prejudice to the requirements of any contractual or legal selling
restrictions in relation to any offering of the bonds.
For the avoidance of doubt, the target market assessment does not constitute: (a) an assessment of
suitability or appropriateness for the purposes of MIFID II or UK MIFIR; or (b) a recommendation to any
investor or group of investors to invest in, or purchase, or take any action whatsoever with respect to
the bonds.
The bonds are not intended to be offered, sold or otherwise made available to and should not be offered,
sold or otherwise made available to any retail investor in a relevant state. For these purposes, a retail
investor means (a) in the EEA, a person who is one (or more) of: (i) a retail client as defined in point
(11) of article 4(1) of MIFID II; or (ii) a customer within the meaning of directive (EU) 2016/97, where
that customer would not qualify as a professional client as defined in point (10) of article 4(1) of MIFID
II and (b) in the United Kingdom, a person who is one (or more) of (i) a retail client, as defined in point
(8) of article 2 of regulation (EU) no 2017/565 as it forms part of united kingdom domestic law by virtue
of the EUWA or (ii) a customer within the meaning of the provisions of FSMA and any rules or regulations
made under FSMA to implement directive (EU) 2016/97, where that customer would not qualify as a professional
client, as defined in point (8) of article 2(1) of regulation (EU) no 600/2014 as it forms part of united
kingdom domestic law by virtue of the EUWA. Consequently, no key information announcement required by
regulation (EU) no 1286/2014, as amended (the "PRIIPS regulation") or the PRIIPS regulation as it forms
part of United Kingdom domestic law by virtue of the EUWA (the "UK PRIIPS regulation") for offering or
selling the bonds or otherwise making them available to retail investors in a relevant state has been
prepared and therefore offering or selling the bonds or otherwise making them available to any retail
investor in a relevant state may be unlawful under the PRIIPS regulation and/or the UK priips regulation.
In addition, in the United Kingdom, this announcement is being distributed only to, and 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) who fall within article 49(2)(a) to (d) of the order, and (iii) to whom it
may otherwise lawfully be communicated (all such persons together being referred to as "relevant persons").
This announcement must not be acted on or relied on (i) in the United Kingdom, by persons who are not
relevant persons, and (ii) in a relevant state, by persons who are not qualified investors. Any investment
or investment activity to which this announcement relates is only available to (a) relevant persons in the
United Kingdom and will be engaged in only with relevant persons in the United Kingdom and (b) qualified
investors in the member states of the EEA.
The issuer, the guarantors and the joint global coordinators 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.
Date: 22-11-2023 09:19:00
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