Results of the SGL Shareholder meeting to approve the scheme relating to the internal restructuring of SGL
SIBANYE GOLD LIMITED SIBANYE STILLWATER LIMITED
Trading as Sibanye-Stillwater Registration Number 2014/243852/06
Registration Number 2002/031431/06 Incorporated in the Republic of South Africa
Incorporated in the Republic of South (“Sibanye-Stillwater”)
Share Code: SGL (JSE) and SBGL (NYSE)
ISIN Code: ZAE000173951
(“SGL” or “the Company” or “the Group”)
Results of the SGL Shareholder meeting to approve the scheme relating to the internal
restructuring of SGL
Johannesburg, 23 January 2020. On 4 October 2019, SGL and Sibanye-Stillwater
announced the commencement of an internal restructuring process to create a new
holding company and listings for the Group to be effected by way of a scheme of
arrangement (the “Scheme”), On 5 December 2019, SGL posted the transaction documents
and notice of scheme meeting to Shareholders of SGL (“SGL Shareholders”), including
the circular (“Scheme Circular”)which contained, among other things, the Scheme
Conditions Precedent, the requisite resolutions for the approval of the Scheme, a
notice convening a general meeting of the SGL Shareholders (“Scheme Meeting”), a
form of proxy and a form of surrender and transfer. All capitalised terms contained
in this announcement have the same meaning ascribed to them in the Scheme Circular,
unless otherwise defined.
SGL and Sibanye-Stillwater are pleased to announce that all resolutions for the
approval of the Scheme, were passed by the requisite majority of votes at the Scheme
Meeting held at the SGL Academy at 09:00 (South African standard time) this morning.
Results of the Scheme Meeting
The resolutions proposed at the Scheme Meeting, the percentage of SGL Shares
(including the SGL Shares represented by the SGL ADSs) voted for and against each
resolution, as well as those which abstained, are set out below:
Resolution % of votes % of votes number of % of % of
for the against the shares voted shares shares
resolution resolution voted abstained
(1) (1) (2) (2)
Special Resolution 99.96 0.04 2,049,742,571 76.77 0.16
Number 1 – Approval
of the Scheme
Special Resolution 99.96 0.04 2,049,753,015 76.77 0.16
Number 2 – Revocation
of Special Resolution
Number 1 if the
Scheme does not
and is not continued
Ordinary Resolution 99.95 0.05 2,050,544,123 76.80 0.13
Number 1 – Directors
(1) The shares voted disclosed as a percentage in relation to the total number of
shares voted at the meeting.
(2) The shares voted or abstained disclosed as a percentage in relation to the
total issued share capital being 2,670,029,252 shares as at the date of this
Next steps and timetable
Completion of the Scheme remains subject to the satisfaction or (where applicable)
waiver of the outstanding Scheme Conditions Precedent as set out in the Scheme
Circular. Such Scheme Conditions Precedent include, amongst others, the Independent
Board confirming there has been no Material Adverse Change and the issue by the
Takeover Regulation Panel of a compliance certificate with respect to the Scheme and
its implementation as contemplated in section 121(b)(i) of the Companies Act. Subject
to the satisfaction or waiver (as applicable) of such Scheme Conditions Precedent,
a Finalisation Date announcement will be made, the expected Finalisation Date is
11 February 2020.
The expected timetable of principal events for the implementation of the Scheme
remains as set out on pages 11 and 12 of the Scheme Circular available on
any of the key dates set out in the timetable change, the revised dates and/or times
will be notified to SGL Shareholders through a public announcement.
The board of directors of the Company accepts responsibility for the information
contained in this announcement and confirms that, to the best of its knowledge and
belief, the information is true and does not omit anything likely to affect the
importance of the information.
Head of Investor Relations
+27 (0) 83 453 4014
Sponsor: J.P. Morgan Equities South Africa Proprietary Limited
FORWARD LOOKING STATEMENTS
Where relevant, these actions are subject to the appropriate consultations and
Certain statements included in this announcement about SGL and Sibanye-Stillwater,
as well as oral statements that may be made by SGL, Sibanye-Stillwater, or by
officers, directors or employees acting on their behalf related to the subject matter
hereof, may constitute or are based on forward-looking statements, including
“forward-looking statements” within the meaning of the United States Private
Securities Litigation Reform Act of 1995. Forward-looking statements are not based
on historical facts, and are generally preceded by, followed by or include the words
“target”, “would”, “potential”, “aim”, “forsee”, “may”, “will”, “should”, “expect”,
“envisage”, “intend”, “plan”, “project”, “estimate”, “anticipate”, “believe”,
“hope”, “can”, “is designed to” or similar phrases. These forward-looking statements
are necessarily based upon the current expectations and assumptions of senior
management regarding anticipated developments and other factors affecting the
Sibanye-Stillwater group and involve a number of risks and uncertainties that could
cause actual results to differ materially from those suggested by the forward-looking
statements. Given these risks and uncertainties, you should not place undue reliance
on forward-looking statements as a prediction of actual results.
SGL and Sibanye-Stillwater undertake no obligation and do not intend 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 may be required by applicable law.
Further details of potential risks and uncertainties affecting the Group are
described in the Group’s filings with the JSE and the SEC, including in the SGL
Annual Report on Form 20-F 2018 and the 2019 Form F-4 (and any amendments thereto).
This announcement is for informational purposes only and does not constitute or form
part of an offer to sell or the solicitation of an offer to buy or subscribe to any
securities, nor shall there be any sale of securities in any jurisdiction in which
such offer, solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction. This announcement
is not an offer of securities for sale into the United States. No offering of
securities shall be made in the United States except pursuant to registration under
the U.S. Securities Act of 1933 (the “Securities Act”), or an exemption therefrom.
In connection with the Scheme, Sibanye-Stillwater has filed a registration statement
on Form F-4 (File No. 333-234096), which includes important information with respect
to the Scheme. The final registration statement on Form F-4 has been made available
to the relevant security holders of SGL.
The release, publication or distribution of this announcement in certain
jurisdictions may be restricted by law and therefore persons in such jurisdictions
into which this announcement is released, published or distributed should inform
themselves about and observe such restrictions.
SHAREHOLDERS IN THE UNITED STATES AND ADS HOLDERS OF SGL ARE URGED TO READ THE US
REGISTRATION STATEMENT REGARDING THE PROPOSED SCHEME CAREFULLY AND IN ITS ENTIRETY,
INCLUDING THE EXHIBITS THERETO AND ANY DOCUMENTS PREVIOUSLY FILED WITH THE SEC AND
INCORPORATED BY REFERENCE INTO THE REGISTRATION STATEMENT AS WELL AS ANY AMENDMENTS
OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE IT CONTAINS IMPORTANT INFORMATION ABOUT
SGL, SIBANYE-STILLWATER AND THE PROPOSED SCHEME.
Shareholders and ADS holders are able to obtain free copies of the US Scheme offer
document, as well as other filings containing information about SGL and Sibanye-
Stillwater, without charge, at the SEC’s website at http://www.sec.gov. Shareholders
and ADS holders are also able to obtain these documents, without charge, from SGL’s
website at http://www.sibanyestillwater.com.
This announcement does not constitute an offer or a solicitation in any jurisdiction
in which such offer or solicitation is unlawful. An offer will not be made in, nor
will deposits be accepted in, any jurisdiction in which the making or acceptance
thereof would not be in compliance with the laws of such jurisdiction. However, if
an offer is made, Sibanye-Stillwater may, in its sole discretion, take such action
as it may deem necessary to extend an offer in any such jurisdiction.
Date: 23-01-2020 01:33:00
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