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SIBANYE GOLD LIMITED - Sibanye-Stillwater further enhances liquidity by entering into a US$125 million Gold prepayment arrangement

Release Date: 11/04/2019 14:50
Code(s): SGL     PDF:  
 
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Sibanye-Stillwater further enhances liquidity by entering into a US$125 million Gold prepayment arrangement

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”)

Sibanye-Stillwater further enhances liquidity by entering into a US$125 million
Gold prepayment arrangement

Johannesburg, 11 April 2019: Sibanye-Stillwater (Tickers JSE: SGL and NYSE:
SBGL) is pleased to announce that it has further enhanced its liquidity
position by concluding a forward gold sale arrangement with Citibank whereby
the Company has received a cash prepayment of US$125 million (approximately
R1.75 billion) in exchange for the future delivery of 105,906 ounces (3,294
kilograms) of gold during Q4 2019, subject to a floor price of US$1,200 per
ounce and a cap price of US$1,323 per ounce (“the Transaction”).

The funding is expected to be accounted for as deferred revenue under IFRS,
and will be applied towards the repayment of revolving credit facilities.

The Transaction complements our recent equity raise and is specifically
designed to enhance our access to liquidity. Following the equity raise and
this transaction, the Company is well positioned, having liquidity of
approximately R10 billion (US$700 million) of undrawn facilities.

Neal Froneman CEO of Sibanye-Stillwater commented: “The gold prepayment, in
addition to the share placing announced earlier this week, are both strategic
and pre-emptive levers to enhance our balance sheet flexibility and ensure
that the Group is appropriately positioned and sufficiently robust to endure
any exogenous challenges.”


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

Sponsor: J.P. Morgan Equities South Africa Proprietary Limited


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: 11/04/2019 02:50:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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