Finalisation of 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”)
Finalisation of the Scheme relating to the internal restructuring of SGL
Johannesburg, 11 February 2020. SGL Shareholders are referred to the firm intention
announcement published by SGL and Sibanye-Stillwater on 4 October 2019, as well as
the transaction documents distributed to SGL Shareholders on 5 December 2019, which
include the Scheme Circular and the Pre-listing Statement.
SGL Shareholders were further advised on 23 January 2020, that at the Scheme Meeting
all of the proposed SGL shareholder resolutions necessary to implement the Scheme
were approved by the requisite majority of votes.
Capitalised terms used but not defined in this announcement shall have the same
meanings as given to them in the Scheme Circular, unless the context otherwise
Fulfilment of all the Scheme Conditions Precedent
SGL Shareholders are hereby advised that all the Scheme Conditions Precedent have
now been fulfilled or waived (where permitted), as the case may be, and that the
Scheme is therefore unconditional.
Important dates and times
The remaining salient dates and times relating to the implementation of the Scheme,
which are unchanged from those indicatively indicated in the Scheme Circular, are
set out below:
Finalisation Date and Finalisation Date announcement Tuesday 11 February
released on SENS
Finalisation Date announcement published in the South Wednesday 12 February
Application for delisting of SGL Shares to be lodged Thursday 13 February
with the JSE
Last day to trade in SGL Shares in order to be Tuesday 18 February
recorded in the Register on the Scheme Record Date
(Scheme Last Day to Trade)
Suspension of listing of SGL Shares on the JSE Wednesday 19 February
Admission to listing of Sibanye-Stillwater Shares on Wednesday 19 February
the JSE in anticipation of Implementation Date of the
Scheme Record Date on which SGL Shareholders must be Friday 21 February
recorded in the Register to receive the Sibanye-
Implementation Date of the Scheme Monday 24 February
The accounts of the CSDP or Broker of Scheme Monday 24 February
Participants or the account in the name of
Computershare Nominees in respect of Issuer Nominee
Dematerialised Sibanye-Stillwater Shareholders, as
applicable, updated with the Scheme Consideration
Termination of listing of SGL Shares at commencement Tuesday 25 February
of trade on the JSE
1. SGL Shares may not be Dematerialised or rematerialised after the Scheme Last
Day to Trade (Tuesday, 18 February 2020).
2. All times given in the Scheme Circular and set out above are, unless the context
indicates to the contrary, local times in South Africa.
3. For the timetable relating to SGL ADSs, SGL ADS Holders should refer to the
2019 Form F-4 (File No. 333-234096)(and any amendments thereto) and the notice and
instructions provided by the ADS Depositary.
SGL Independent Board responsibility statement
The members of the SGL Independent Board collectively and individually accept full
responsibility for the accuracy of the information contained in this announcement
(but only insofar as it relates to SGL and only to the extent that they are required
in terms of law and the JSE Listings Requirements to accept such responsibility) and
confirm that to the best of their knowledge and belief, the information set out
herein is true and this announcement does not omit anything likely to affect the
importance of the information included.
Sibanye-Stillwater board responsibility statement
The members of the Sibanye-Stillwater board collectively and individually accept
full responsibility for the accuracy of the information contained in this
announcement (but only insofar as it relates to Sibanye-Stillwater and only to the
extent that they are required in terms of law and the JSE Listings Requirements to
accept such responsibility) and confirm that to the best of their knowledge and
belief, the information set out herein is true and this announcement does not omit
anything likely to affect the importance of the information included.
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: 11-02-2020 09:55:00
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