Wrap Text
Results of share placing
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”)
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
RESULTS OF SHARE PLACING
Johannesburg, 10 April 2019: Sibanye-Stillwater (Tickers JSE: SGL and
NYSE: SBGL) is pleased to announce the successful completion of the
placing announced yesterday (the "Placing").
A total of 108,932,356 new ordinary no par value shares in the
authorized share capital of Sibanye-Stillwater have been placed with
existing and new institutional investors (the "Placing Shares") at a
price of R15.50 per share (the "Placing Price"), raising gross
proceeds of approximately ZAR1.7 billion / US$120 million (the
"Proceeds"). J.P. Morgan Securities plc (the “Manager”) was the sole
bookrunner in connection with the Placing.
The Placing Shares being issued represent, in aggregate, approximately
5 per cent of the Company’s issued ordinary share capital prior to the
Placing. The Placing Price represents a discount of 2 per cent to the
30 day VWAP on 9 April 2019 which is in compliance with Section 5.52
of the JSE Listings Requirements. The Placing Shares, when issued,
will rank pari passu in all respects with the existing Sibanye-
Stillwater ordinary shares in issue, including the right to receive
all dividends and other distributions declared, made or paid after the
date of issue thereof.
An application will be made to the JSE Limited ("JSE") for the listing
of the Placing Shares. Subject to approval by the JSE, Listing and
trading (“Admission”) of the Placing Shares are expected to occur on
the JSE on or around 15 April 2019 (or such later date as may be
agreed between the Company and the Manager) and dealings in the
Placing Shares are expected to commence at the same time. The Placing
is conditional upon, amongst other things, Admission of the Placing
Shares on the JSE becoming effective and the placing agreement between
the Company and the Manager not being terminated in accordance with
its terms prior to Admission.
Placing Shares purchased by persons outside of the United States may
not be deposited into the Company’s American Depositary Share program
until at least 40 days after settlement of the Placing.
Following Admission, the Company's issued share capital will comprise
2,375,192,847 ordinary shares. This figure may be used by shareholders
in the Company as the denominator for the calculations by which they
will determine if they are required to notify their beneficial
interest in, or a change to their beneficial interest in, the
Company's ordinary shares under section 122 of the South African
Companies Act of 2008.
Pursuant to the terms of the placing agreement, Sibanye-Stillwater has
agreed, subject to certain exclusions, to a lock-up arrangement for a
period of 120 days from 9 April 2019.
Neal Froneman, CEO of Sibanye-Stillwater commented: “While we remain
confident that the current operating and economic conditions will
support our deleveraging plans during the course of the year, the
enhanced balance sheet flexibility provided by this transaction, will
ensure that the Company is appropriately positioned and sufficiently
robust to endure any exogenous socio-economic challenges. It is
pleasing to note the significant oversubscription of the transaction
which is testament to the strong market support for our Company.”
Notes
The South African rand to US dollar exchange rate used in this
Announcement is 14.03.
Johannesburg
10 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 Restricted 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 on which the Placing Shares were first offered in the Placing
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 of 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 of 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: 10/04/2019 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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