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SIBANYE GOLD LIMITED - Proposed placing of new ordinary shares

Release Date: 09/04/2019 17:12
Code(s): SGL     PDF:  
 
Wrap Text
Proposed placing of new ordinary shares

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

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


PROPOSED PLACING OF NEW ORDINARY SHARES

Johannesburg, 9 April 2019: Sibanye-Stillwater announces its intention
to conduct a non pre-emptive cash placing of new ordinary no par value
shares in the authorized but unissued share capital of the Company
(the "Placing Shares") to certain institutional investors (the
“Placing”), of up to 108,932,356 shares, which represents
approximately 5 per cent of the Company’s existing issued ordinary
share capital base which is the maximum authorized issuance under
current authorities. As at the date of this announcement, gross
proceeds will amount to approximately ZAR1.8 billion / US$130 million,
based on the closing share price as at 9 April 2019.

The Placing is being conducted through an accelerated bookbuild
process (the “Bookbuild”), which will be launched immediately
following this announcement. J.P. Morgan Securities plc (the
“Manager”) is acting as Sole Bookrunner in respect of the Placing.

Rationale

Consistent with our three-year strategic goals, proactive steps to
address our balance sheet leverage were taken during 2018, with US$400
million of the US$500 million stream transaction successfully applied
towards reducing long term debt. Significant progress on our
deleveraging strategy was however delayed by the sharp decline in
adjusted EBITDA from our SA gold operations in 2018.

The safety related and other operational disruptions which severely
impacted production from the SA gold operations in H1 2018 were
compounded by the AMCU strike, which began on 21 November 2018,
resulting in adjusted EBITDA from the SA gold operations for FY 2018,
declining by 75% relative to FY 2017. Whilst the economic backdrop has
improved significantly in 2019, with elevated PGM basket prices
forecast to drive our covenant leverage ratios lower and measurably
improve Group liquidity, the ongoing strike at the SA gold operations
and the commencement of upcoming SA PGM wage negotiations at the end
of Q2 2019, pose potential operational risks that require due
consideration.
In order to ensure that any potential upcoming events can be
negotiated in a strategically appropriate manner, as well as to
favorably position the Group for any unforeseen external macro-
economic downside risks during this period, management deems it
prudent to ensure sufficient financial flexibility for the Group
through the proposed Placing.

The net proceeds from the Placing will enhance balance sheet
flexibility and ensure that Group leverage is appropriately reduced.
Management has confirmed that should these uncertain events be
successfully navigated and appropriate gearing levels maintained, the
resumption of dividend payments, in line with the existing dividend
policy, are anticipated. Post transaction, assuming net proceeds to
the Company from the Placing of ZAR1.8 billion, the net leverage of
the Company would reduce by 0.2x Net debt / adjusted EBITDA, from
c.2.5x as at 31 December 2018, to c.2.3x pro forma Net debt / adjusted
EBITDA.

Quarter 1 2019 update

Attributable production from the South African PGM Operations is
estimated to be approximately 234,000 4Eoz and in line with annual
guidance. For Rustenburg, production includes ounces contained in
concentrate that was delivered during Q1 for toll treatment. Delivery
of refined metals are only expected during Q2 2019.

The US PGM operations experienced a slower than planned start to the
year producing an estimated 131,000 2Eoz, with lower production
volumes resulting in temporarily elevated costs. Sales however, were
in line with plan. Production is planned to return to normal levels
from Q2 and full year production guidance remains unchanged. Following
the commissioning of the second furnace (EF2) at the Columbus
Metallurgical Complex, throughput at the smelter improved, resulting
in a drawdown of recycling metal inventories. The recycling division
is expected to average 23.0 tonnes of feed material per day in the
first quarter of 2019, compared to an average feed rate of 22.0 tonnes
per day in 2018.

Gold production during Q1 2019 was negatively impacted by the ongoing
AMCU strike and is expected to be approximately 104,000oz, 90% of what
was planned under strike conditions, and 36% of production levels
relative to the same period in 2018. Unit operating and all in
sustaining costs will be negatively impacted by the reduced production
levels.

The Placing will be made outside the United States in reliance on
Regulation S (“Regulation S”) under the U.S. Securities Act of 1933,
as amended (the “Securities Act”) to persons who are not U.S. persons
(as defined in Regulation S), and within the United States only to
persons reasonably believed to be qualified institutional buyers
within the meaning of Rule 144A under the Securities Act in
transactions exempt from the registration requirements of the
Securities Act. No American Depositary Shares representing ordinary
shares of the Company are being offered in the Placing. In South
Africa, the Placing will be made only by way of separate private
placements to: (i) selected persons falling within one of the
specified categories listed in section 96(1)(a) of the South African
Companies Act, 2008, ("South African Companies Act"); and (ii)
selected persons, acting as principal, acquiring Placing Shares for a
total acquisition cost of R1,000,000 or more, as contemplated in
section 96(1)(b) of the South African Companies Act ("South African
Qualifying Investors").

The Placing Shares will be issued by the Company under and in
accordance with its existing general authority to issue shares for
cash, granted by shareholders at the 2018 annual general meeting of
the Company (the “General Authority”) and will be issued only to
public shareholders in accordance with the General Authority.

The price per ordinary share at which the Placing Shares will be
placed (the "Placing Price") will be decided at the close of the
Bookbuild. The timing of the closing of the Bookbuild, the Placing
Price and allocations are at the discretion of the Company and the
Manager. The Placing Price will be announced as soon as practicable on
the Stock Exchange News Service of the exchange operated by the JSE
Limited ("JSE") after the close of the Bookbuild.

The Placing Shares, when issued, will be fully paid and will rank pari
passu in all respects with the existing ordinary shares in the issued
share capital of the Company, including the right to receive all
dividends and other distributions declared, made or paid after the
date of issue of the Placing Shares.

Subject to the approval by the JSE, listing and trading of the Placing
Shares on the JSE ("Admission") is expected to commence at 09h00
Monday, 15 April 2019 (or such other time and/or date as may be agreed
between the Company and the Manager). Investors will receive Placing
Shares which are listed and trading on the JSE.

Placing Shares purchased in the Placing may not be deposited into the
Company’s American Depositary Share program until at least 40 days
after closing of the Placing.

Pursuant to the terms of the placing agreement entered into with the
Manager, Sibanye-Stillwater has agreed, subject to certain exclusions,
to a lock-up arrangement in respect of Sibanye-Stillwater’s equity
securities for a period of 120 days from the date of the Placing

Notes

The South African rand to US dollar exchange rate used in this
Announcement is 14.03 as at noon South African time.
Johannesburg
9 April 2018

For further information please contact:

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


JSE Sponsor: J.P. Morgan Equities South Africa Proprietary Limited
Sole Bookrunner: J.P. Morgan Securities plc
South African legal counsel to the Company: ENS Africa
International legal counsel to the Company: Linklaters LLP
International legal counsel to the Sole Bookrunner: Shearman & Sterling
(London) LLP


IMPORTANT NOTICE

This Announcement is for information purposes only and shall not
constitute or form a part of any offer or solicitation to purchase or
subscribe for securities in the United States or in any other country.
This Announcement and the information contained herein is restricted and
is not for publication or distribution, directly or indirectly, in whole
or in part, in or into the United States, Canada, Australia or Japan,
or in any other jurisdiction in which such publication or distribution
is restricted by applicable laws or regulations. Any failure to comply
with these restrictions may constitute a violation of the securities
laws of such jurisdictions.
The Placing Shares have not been and will not be registered under the
U.S. Securities Act of 1933, as amended (“Securities Act”), or with any
securities regulatory authority of any state or other jurisdiction of
the United States and may not be offered, sold, resold, delivered or
otherwise distributed in or into the United States or to, or for the
account or benefit of, any U.S. person (as defined in Regulation S under
the Securities Act) absent registration, except in reliance on an
applicable exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and in compliance with
any applicable securities laws of any state or other jurisdiction of the
United States. There will be no public offering of the Placing Shares
in the United States or in any other jurisdiction.
THE PLACING SHARES PURCHASED BY PERSONS OUTSIDE THE UNITED STATES MAY
NOT BE DEPOSITED INTO THE COMPANY’S AMERICAN DEPOSITARY SHARE (“ADS”)
PROGRAM UNTIL A MINIMUM OF 40 DAYS AFTER THE SETTLEMENT OF THE PLACING
AND THE COMPANY’S ADSS MAY NOT BE USED IN ANY HEDGING TRANSACTION THAT
INCLUDES THE PLACING SHARES. BY PURCHASING PLACING SHARES IN THE OFFERING
FROM OUTSIDE THE UNITED STATES, YOU WILL BE DEEMED TO AGREE TO THE
FOREGOING RESTRICTIONS.
The Company will instruct The Bank of New York Mellon, as depositary for
the Company’s ADS program, not to accept any Placing Shares for deposit
into the Company’s ADS program and to not issue and deliver ADSs in
respect thereof for a period of 40 days after settlement of the Placing.
Any offer, sale, resale, delivery or other distribution of the Placing
Shares within the United States during the 40-day period beginning on
the date hereof by any dealer (whether or not participating in the
Placing) may violate the registration requirements of the Securities Act
if such offer or sale is made otherwise than pursuant to an exemption
from, on in a transaction not subject to, the registration requirements
of the Securities Act.
In South Africa, the Placing will only be made by way of separate private
placements to: (i) selected persons falling within one of the specified
categories listed in section 96(1)(a) of the South African Companies
Act,2008 ("South African Companies Act"); and (ii) selected persons,
acting as principal, acquiring Placing Shares for a total acquisition
cost of ZAR1,000,000 or more, as contemplated in section 96(1)(b) of the
South African Companies Act ("South African Qualifying Investors"). This
Announcement is only being made available to such South African
Qualifying Investors. Accordingly: (i) the Placing is not an “offer to
the public” as contemplated in the South African Companies Act; (ii)
this Announcement does not, nor does it intend to, constitute a
“registered prospectus” or an “advertisement”, as contemplated by the
South African Companies Act; and (iii) no prospectus has been filed with
the South African Companies and Intellectual Property Commission
("CIPC") in respect of the Placing. As a result, this Announcement does
not comply with the substance and form requirements for a prospectus set
out in the South African Companies Act and the South African Companies
Regulations of 2011, and has not been approved by, and/or registered
with, the CIPC, or any other South African authority.
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,2002 ("FAIS Act") and
should not be construed as an express or implied recommendation, guide
or proposal that any particular transaction in respect of the Placing
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.
In terms of the Exchange Control Regulations of South Africa, any share
certificates that might be issued to non-resident shareholders will be
endorsed ‘Non-Resident’. Any new share certificates, dividend and
residual cash payments based on emigrants’ shares controlled in terms
of the Exchange Control Regulations, will be forwarded to the Authorised
Dealer controlling their remaining assets. The election by emigrants for
the above purpose must be made through the Authorised Dealer controlling
their remaining assets. Such share certificates will be endorsed ‘Non-
Resident’. Dividend and residual cash payments due to non-residents are
freely transferable from South Africa.

No public offering of the Placing Shares is being made in the United
Kingdom. In the United Kingdom, all offers of the Placing Shares will
be made pursuant to an exemption under the Prospectus Directive (as
defined below) from the requirement to produce a prospectus.        This
Announcement is being distributed to persons in the United Kingdom only
in circumstances in which section 21(1) of the Financial Services and
Markets Act 2000, as amended (“FSMA”) does not apply. No prospectus will
be made available in connection with the Placing and no such prospectus
is required to be published in accordance with the Prospectus Directive.
This Announcement is for information purposes only and is directed only
at persons in Member States of the European Economic Area who are (a)
qualified investors (“Qualified Investors”) within the meaning of
article 2(1)(e) of the EU Prospectus Directive (which means Directive
2003/71/EC as amended, and includes the 2010 PD Amending Directive
(Directive 2010/73/EU) to the extent implemented in the relevant Member
State) (the “Prospectus Directive”) and (b) in the United Kingdom and
(i) investment professionals falling within Article 19(5) of the UK
Financial Services and Markets Act 2000 (Financial Promotion) Order 2005
(the “Order”), (ii) high net worth entities falling within Article
49(2)(a) to (d) of the Order or (iii) other persons to whom they may
lawfully be communicated, all such persons together being referred to
as “Relevant Persons”. In Member States of the European Economic Area,
this Announcement must not be acted on or relied on by persons who are
not Relevant Persons. Persons distributing this Announcement must
satisfy themselves that it is lawful to do so. 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.
This Announcement has been issued by, and is the sole responsibility of,
the Company. 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 J.P. Morgan Securities plc (the “Manager”) or
by any of its respective affiliates or agents as to or in relation to,
the accuracy or completeness of this Announcement or any other written
or oral information made available to or publicly available to any
interested party or its advisers, and any liability therefor is expressly
disclaimed.
The Manager and its respective affiliates are acting solely for the
Company and no one else in connection with the Placing and will not be
responsible to anyone other than the Company for providing the
protections afforded to its clients nor for providing advice in relation
to the Placing and/or any other matter referred to in this Announcement.
Apart from the responsibilities and liabilities, if any, which may be
imposed on the Manager or its affiliates by its respective regulatory
regimes, neither the Manager nor any of its respective affiliates accepts
any responsibility whatsoever for the contents of the information
contained in this Announcement or for any other statement made or
purported to be made by or on behalf of the Manager or any of its
respective affiliates in connection with the Company, the Placing Shares
or the Placing.    The Manager and each of its respective affiliates
accordingly disclaim all and any responsibility and liability
whatsoever, whether arising in tort, contract or otherwise (save as
referred to above) in respect of any statements or other information
contained in this Announcement and no representation or warranty, express
or implied, is made by the Manager or any of its respective affiliates
as to the accuracy, completeness or sufficiency of the information
contained in this Announcement.
The distribution of this Announcement and the offering of the Placing
Shares in certain jurisdictions may be restricted by law. No action has
been taken by the Company or the Manager that would permit an offering
of such shares or possession or distribution of this Announcement or any
other offering or publicity material relating to such shares in any
jurisdiction where action for that purpose is required. Persons into
whose possession this Announcement comes are required by the Company and
the Manager to inform themselves about, and to observe, such
restrictions.
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 the Company,
that could cause the Company’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. The
Company 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.
This Announcement does not identify or suggest, or purport to identify
or suggest, the risks (direct or indirect) that may be associated with
an investment in the Placing Shares. Any investment decision to buy
Placing Shares in the Placing must be made solely on the basis of publicly
available information, which has not been independently verified by the
Manager.
This Announcement does not represent the announcement of a definitive
agreement to proceed with the Placing and, accordingly, there can be no
certainty that the Placing will proceed. Sibanye-Stillwater reserves the
right not to proceed with the Placing or to vary any terms of the Placing
in any way.
The Placing Shares to be issued pursuant to the Placing will not be
admitted to trading on any stock exchange other than the Johannesburg
Stock Exchange.
Persons who are invited to and who choose to participate in the Placing
by making an offer to take up Placing Shares, will be deemed to have
read and understood this Announcement in its entirety and to be making
such offer on the terms and conditions, and to be providing the
representations,    warranties,   acknowledgements    and   undertakings,
contained herein. Each such placee represents, warrants and acknowledges
that it is a person eligible to purchase or subscribe for the Placing
Shares in compliance with the restrictions set forth herein and
applicable laws and regulations in its home jurisdiction and in the
jurisdiction (if different) in which it is physically resident. Unless
otherwise agreed in writing, each placee represents, warrants and
acknowledges that it is (a) not located in, a resident of, or physically
present in, the United States, Canada, Australia, Japan or any other
jurisdiction in which the offer or sale of the Placing Shares to such
placee would be unlawful or would require registration or other measures,
and it is not acting on behalf of someone who is located in, a resident
of, or physically present in, the United States, Canada, Australia, Japan
or any such other jurisdiction and (b) not a U.S. person (as that term
is defined in Regulation S under the Securities Act) or purchasing for
the account or benefit of a U.S. person (other than a distributor).
Information to Distributors
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; and (c) local
implementing measures (together, the “MiFID II Product Governance
Requirements”), and disclaiming all and any liability, whether arising
in tort, contract or otherwise, which any “manufacturer” (for the
purposes of the MiFID II Product Governance Requirements) may otherwise
have with respect thereto, the Placing Shares have been subject to a
product approval process, which has determined that such securities are:
(i) compatible with an end target market of retail investors and
investors who meet the criteria of professional clients and eligible
counterparties, each as defined in MiFID II; and (ii) eligible for
distribution through all distribution channels as are permitted by MiFID
II (the “Target Market Assessment”). Notwithstanding the Target Market
Assessment, distributors should note that: the price of the Placing
Shares may decline and investors could lose all or part of their
investment; the Placing Shares offer no guaranteed income and no capital
protection; and an investment in the Placing Shares is compatible only
with investors who do not need a guaranteed income or capital protection,
who (either alone or in conjunction with an appropriate financial or
other adviser) are capable of evaluating the merits and risks of such
an investment and who have sufficient resources to be able to bear any
losses that may result therefrom. The Target Market Assessment is without
prejudice to the requirements of any contractual, legal or regulatory
selling restrictions in relation to the Placing.      Furthermore, it is
noted that, notwithstanding the Target Market Assessment, the Manager
will only procure investors who meet the criteria of professional clients
and eligible counterparties.
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 (b) a recommendation to any investor or group
of investors to invest in, or purchase, or take any other action
whatsoever with respect to the Placing Shares.
Each distributor is responsible for undertaking its own target market
assessment in respect of the Placing Shares and determining appropriate
distribution channels.
NOTWITHSTANDING ANYTHING IN THE FOREGOING, NO PUBLIC OFFERING OF THE
PLACING SHARES IS BEING MADE BY ANY PERSON ANYWHERE AND THE COMPANY HAS
NOT AUTHORISED OR CONSENTED TO ANY SUCH OFFERING IN RELATION TO THE
PLACING SHARES.

Date: 09/04/2019 05:12:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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