Wrap Text
Sibanye announces the commencement of Cash tender offers for outstanding debt securities & new Senior notes offering
Sibanye Stillwater Limited
Incorporated in the Republic of South Africa Registration number 2014/243852/06
Share codes: SSW (JSE) and SBSW (NYSE) ISIN – ZAE000259701
Issuer code: SSW
("Sibanye-Stillwater", "the Company" and/or "the Group")
Website: www.sibanyestillwater.com
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO ANY PERSON RESIDENT AND/OR
LOCATED IN, ANY JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION IS UNLAWFUL
Sibanye-Stillwater announces the commencement of Cash tender offers for outstanding debt
securities and a new Senior notes offering
Johannesburg, 6 May 2026: Sibanye-Stillwater (Tickers JSE: SSW and NYSE: SBSW) is pleased
to announce the commencement of capital management measures to reduce its gross debt
through the purchases of outstanding debt securities, funded in part by the proposed
issuance of new senior notes as well as the Group's cash reserves.
Specifically, Stillwater Mining Company ("Stillwater"), a wholly-owned subsidiary of
Sibanye-Stillwater has commencement a series of tender offers to purchase for cash (i)
any and all of its outstanding 4.000% senior notes due 2026 (the "2026 Notes") and (ii)
up to the Capped Maximum Amount (as defined below) of its outstanding 4.500% senior notes
due 2029 (the "2029 Notes", and together with the 2026 Notes, the "Notes") upon the terms
of, and subject to the conditions in, the offer to purchase dated 6 May 2026 (the "Offer
to Purchase") and, in the case of the 2026 Notes only, the accompanying notice of
guaranteed delivery (the "Notice of Guaranteed Delivery," together with the Offer to
Purchase, the "Tender Offer Documents"), including the Financing Condition (as defined
below). Tendered 2029 Notes will only be accepted for purchase up to an aggregate
principal amount that does not exceed an amount equal to US$75,000,000 (the "Capped
Maximum Amount"). The tender offer for the 2026 Notes is referred to as the "Any and All
Tender Offer" and the tender offer for the 2029 Notes is referred to as the "Capped
Tender Offer." The Any and All Tender Offer and the Capped Tender Offer are referred to
collectively as the "Tender Offers."
Capitalised terms not otherwise defined in this announcement have the same meaning as
assigned to them in the Offer to Purchase.
Holders of the Notes are advised to read the Tender Offer Documents for full details of,
and information on the procedures for participating in, the Tender Offers carefully. All
documentation relating to the Tender Offers, including the Tender Offer Documents,
together with any updates, is available at the following website:
https://deals.is.kroll.com/sibanye.
The following tables set forth certain terms of the Any and All Tender Offer and the
Capped Tender Offer, respectively:
Dollars per US$1,000 Principal Amount of Notes
(2)
Principal Capped Early
Title of Offer Amount Maximum Tender Offer Tender Total
Security CUSIP ISIN Type Outstanding Amount Consideration Premium Consideration
4.000% Regulation S: Regulation S: Any and US$675,000,000 N/A N/A N/A US$1,000
Senior U85969 AE0 USU85969AE07 All
Notes due
2026 144A: 86074Q AP7 144A:
US86074QAP72
4.500% Capped US$525,000,000 US$75,000,000 US$932.50 US$30.00 US$962.503
Senior Regulation S: Regulation S: Offer
Notes due U85969 AF7 USU85969AF71
2029(1)
144A: 86074Q AQ5 144A:
US86074QAQ55
Notes:
(1) Subject to the Capped Maximum Amount, the principal amount of 2029 Notes validly tendered prior to or at the Early Tender Date
will be accepted for purchase, on a prorated basis if applicable, in priority to other 2029 Notes validly tendered after the Early Tender
Date.
(2) Does not include Accrued Interest, which will also be payable as provided below.
(3) The Total Consideration for the 2029 Notes already includes the Early Tender Premium.
All Notes accepted in the Tender Offers will be cancelled and retired by Stillwater.
Purpose of the Tender Offers
The purpose of the Tender Offers is to purchase a portion of the Notes, subject to the
Capped Maximum Amount in the case of the 2029 Notes, in order to reduce Sibanye-
Stillwater's gross debt. Notes purchased in the Tender Offers will be retired and
cancelled.
Financing Condition
As part of the Group's capital management measures, Sibanye-Stillwater, through its
wholly owned subsidiary, Sibanye-Stillwater UK Financing Plc further intends, subject to
market conditions, to issue new U.S. dollar-denominated notes (the "New Notes"), with the
Tender Offers expected to be funded in part by the New Notes. Acceptance for purchase of
any Notes validly tendered in the Tender Offers, and completion of the Tender Offers,are
subject, without limitation, to the successful completion (in the sole and absolute
determination of Stillwater) of the issuance of the New Notes (the "Financing
Condition").
Priority Allocation
Allocations in the Debt Financing will be determined by Sibanye-Stillwater UK Financing
Plc, the Group and the Initial Purchasers (as defined in the preliminary offering
memorandum dated as of the date hereof) in their sole discretion based on a number of
different factors, which may include an assessment of an investor's long-term interest in
owning Sibanye-Stillwater UK Financing Plc's debt securities and the size and timing of
such investor's indication of interest in the Debt Financing and in the Tender Offers.
However, neither Stillwater nor the Dealer Managers (as defined below) are obligated to
consider participation in the Tender Offers in making an allocation determination with
respect to any particular investor.
Consideration for the Notes
Upon the terms and subject to the conditions set forth in the Tender Offer Documents,
including the Financing Condition, Holders of the 2026 Notes who validly tender and do
not validly withdraw the 2026 Notes at or prior to the Any and All Expiration Tender
Offer Expiration Date or the Any and All Guaranteed Delivery Expiration Date pursuant to
the guaranteed delivery procedures set forth in the Offer to Purchase, and whose 2026
Notes are accepted for purchase by Stillwater, will receive the Total Consideration for
each US$1,000 principal amount of the 2026 Notes, which will be payable in cash.
The Early Tender Premium is applicable to the Capped Tender Offer. Subject to the terms
and conditions described in the Offer to Purchase, including the Capped Maximum Amount,
if a Holder validly tenders its 2029 Notes pursuant to the Capped Tender Offer prior to
or at the Early Tender Date and such Holder's Notes are accepted for purchase, such
Holder will receive the applicable Total Consideration for each US$1,000 principal amount
of its tendered 2029 Notes, plus Accrued Interest thereon. The Total Consideration for
the 2029 Notes is inclusive of the Early Tender Premium. Subject to the terms and
conditions described in the Offer to Purchase, including the Capped Maximum Amount, if a
Holder validly tenders its 2029 Notes pursuant to the Capped Tender Offer after the Early
Tender Date, but prior to or at the Capped Tender Offer Expiration Date, and such
Holder's Notes are accepted for purchase, such Holder will receive only the applicable
Tender Offer Consideration for each US$1,000 principal amount of its tendered Notes, plus
Accrued Interest thereon. The Early Tender Premium is not applicable to the Any and All
Tender Offer.
Accrued Interest
In addition to the applicable consideration, Holders whose Notes are accepted for
purchase will be paid the Accrued Interest thereon. Interest will cease to accrue on the
applicable Settlement Date for all Notes accepted in the Tender Offers. For avoidance of
doubt, interest will cease to accrue on the Any and All Tender Offer Settlement Date for
all 2026 Notes accepted in the Any and All Tender Offer, including 2026 Notes that are
delivered pursuant to the guaranteed delivery procedures set forth in the Offer to
Purchase. All Notes accepted in the Tender Offers will be cancelled and retired by
Stillwater.
Key Dates, Offer Period and Results
Holders of the Notes should note the following dates relating to the Tender Offers:
Date Calendar Date and Time Event
Commencement Date May 6, 2026, The commencement date of the
Tender Offers.
Any and All Tender 5:00 p.m., New York City time, The last time and date for you to
Offer Expiration on May 12, 2026, unless extended tender your 2026 Notes pursuant
Date or earlier terminated by to the Any and All Tender Offer.
Stillwater in its sole The last date and time for you to
discretion. deliver a Notice of Guaranteed
Delivery in respect of the 2026
Notes.
Any and All Tender 5:00 p.m., New York City time, The last time and date for you to
Offer Withdrawal on May 12, 2026, unless extended validly withdraw tenders of the
Deadline or earlier terminated by 2026 Notes.
Stillwater in its sole
discretion
Any and All Results As soon as reasonably The date on which Stillwater will
Announcement Date practicable, on or after the Any announce the aggregate principal
and All Tender Offer Expiration amount of 2026 Notes validly
Date and expected to be on May tendered and not withdrawn as of
13, 2026. the Any and All Tender Offer
Expiration Date and accepted for
purchase by Stillwater.
Any and All 5:00 p.m., New York City time, The last time and date for
Guaranteed Delivery on May 14, 2026, unless extended delivery to the Tender and
Expiration Date by Stillwater in its sole Information Agent of the 2026
discretion. Notes in respect of which a
Notice of Guaranteed Delivery was
delivered at or prior to the Any
and All Tender Offer Expiration
Date.
Any and All Tender Promptly after the acceptance by The date for payment of the Total
Offer Settlement Stillwater for purchase of the Consideration, plus Accrued
Date 2026 Notes validly tendered at Interest for the 2026 Notes
or prior to the Any and All validly tendered and not
Tender Offer Expiration Date, withdrawn (including 2026 Notes
upon satisfaction (or waiver by delivered by the Any and All
us) of the conditions set forth Guaranteed Delivery Expiration
in the Offer to Purchase. Date in respect of which a Notice
Stillwater expects that the Any of Guaranteed Delivery was
and All Tender Offer Settlement delivered at or prior to the Any
Date will be May 15, 2026, and All Tender Offer Expiration
unless the Any and All Tender Date) accepted for purchase. For
the avoidance of doubt, interest
will cease to accrue on, but not
Offer Expiration Date is including, the Any and All Tender
extended by Stillwater. Offer Settlement Date for all
2026 Notes accepted in the Any
and All Tender Offer, including
those tendered by the guaranteed
delivery procedures set forth in
the Offer to Purchase.
Early Tender Date 5:00 p.m., New York City time, The last time and date for you to
on May 19, 2026, unless extended tender your 2029 Notes in order
or earlier terminated by to be eligible to receive payment
Stillwater. of the applicable Total
Consideration with respect to the
2029 Notes that are accepted for
purchase. If you validly tender
your 2029 Notes after the Early
Tender Date, you will be eligible
to receive only the applicable
Tender Offer Consideration, which
is equal to the applicable Total
Consideration, minus the Early
Tender Premium. In each case, if
your 2029 Notes are accepted, you
will also receive the relevant
Accrued Interest.
Capped Tender Offer 5:00 p.m., New York City time, The last time and date for you to
Withdrawal Deadline on May 19, 2026, unless extended validly withdraw tenders of the
or earlier terminated by 2029 Notes.
Stillwater in its sole
discretion.
Capped Tender Offer As soon as practicable on or The date on which Stillwater will
Early Results after the Early Tender Date and announce the aggregate principal
Announcement Date expected to be on May 20, 2026. amount of 2029 Notes that were
tendered at or prior to the Early
Tender Date.
Capped Tender Offer In respect of all 2029 Notes The date for payment of the
Early Settlement validly tendered and not validly applicable Total Consideration
Date withdrawn at or prior to the plus Accrued Interest with
Early Tender Date and accepted respect to 2029 Notes that are
for purchase, Stillwater expects validly tendered (and not validly
to make payment on May 22, 2026. withdrawn) prior to or at the
Early Tender Date and that are
accepted for purchase.
Capped Tender Offer 5:00 p.m., New York City time, The last time and date for you to
Expiration Date on June 4, 2026, unless extended tender your 2029 Notes pursuant
or earlier terminated by to the Capped Tender Offer.
Stillwater in its sole
discretion with respect to any
Tender Offer.
Capped Tender Offer As soon as practicable on or The date on which Stillwater will
Final Results after the Capped Tender Offer announce the aggregate principal
Announcement Expiration Date. amount of 2029 Notes validly
Date tendered and proration applied,
if any, after the Early Tender
Date but on or prior to the Capped
Tender Offer Expiration Date and
accepted for purchase by
Stillwater.
Capped Tender Offer A date following the Capped The date for payment of the
Settlement Date Tender Offer Expiration Date on applicable Tender Offer
which the conditions to the Consideration plus Accrued
Capped Tender Offer are Interest with respect to 2029
satisfied or waived; if Notes that are validly tendered
applicable, it is anticipated prior to or at the Capped Tender
that the Capped Tender Offer Offer Expiration Date and that
Settlement Date will be June 8, are accepted for purchase.
2026.
The relevant deadline set by any intermediary or DTC for participation in the Tender
Offers will be earlier than this deadline.
The acceptance of Notes for purchase is conditional on the satisfaction of the conditions
of the Tender Offers as provided in "The Terms of the Tender Offers—Conditions of the
Tender Offers" in the Offer to Purchase, including the Financing Condition.
Stillwater has retained Merrill Lynch International, Mizuho International plc, Morgan
Stanley & Co. International plc, Rand Merchant Bank, a division of FirstRand Bank Limited
(London branch) and RBC Capital Markets, LLC as Dealer Managers and Kroll Issuer Services
Limited as Information and Tender Information Agent (the "Tender Information Agent") for
the purposes of the Tender Offers.
Questions regarding procedures for tendering Notes may be directed to the Information and
Tender Information Agent at +44 20 7704 0880 or by email to sibanye@is.kroll.com,
Attention: David Shilson. Questions regarding the Tender Offers may be directed to
Merrill Lynch International at +44 20 7996 5420 or +1 (888) 292-0070 or by email to
DG.LM-EMEA@bofa.com (Attention: Liability Management Group), Mizuho International plc at
+34 91 790 7559 or by email to liabilitymanagement@uk.mizuho-sc.com (Attention: Liability
management), Morgan Stanley & Co. International plc at +44 20 7677 5040 or by email to
liabilitymanagementeurope@morganstanley.com (Attention: Liability Management Team, Global
Capital Markets), Rand Merchant Bank, a division of FirstRand Bank Limited (London
Branch) by email to dlrmblondcmlm@rmb.co.uk (Attention: Liability Management), and to RBC
Capital Markets, LLC at +44 20 7029 0113, +1 212 618 7843, or +1 877 381 2099 or by email
to liability.management@rbccm.com.
JSE Sponsor:
J.P Morgan
Disclaimers
This announcement is for informational purposes only and does not constitute an offer to
buy, or a solicitation of an offer to sell, any security. No offer, solicitation, or sale
will be made in any jurisdiction in which such an offer, solicitation, or sale would be
unlawful. The Tender Offers are only being made pursuant to the Offer to Purchase.
Holders of the Notes are urged to carefully read the Offer to Purchase before making any
decision with respect to the Tender Offers. Furthermore, this announcement does not
constitute or form a part of any offer or solicitation to purchase or subscribe for, or
otherwise invest in, New Notes.
The distribution of this announcement in certain jurisdictions may be restricted by law.
Persons into whose possession this announcement comes are required by each of the
Company, the Dealer Managers and the Tender and Information Agent to inform themselves
about and to observe any such restrictions.
Offer and Distribution Restrictions
European Economic Area ("EEA")
The communication of the Offer to Purchase and any other documents or materials relating
to the Tenders Offers does not constitute an offer of securities to the public for the
purposes of Regulation (EU) 2017/1129 (as amended, the "Prospectus Regulation") and
accordingly the requirement to produce a prospectus under the Prospectus Regulation does
not apply to the Tender Offers.
United Kingdom
The communication of the Offer to Purchase and any other documents or materials relating
to the Tender Offers are not being made, and such documents and/or materials have not
been approved, by an authorized person for the purposes of section 21 of the Financial
Services and Markets Act 2000 (the "FSMA"). Accordingly, the Offer to Purchase and such
other documents and/or materials are not being distributed to, and must not be passed on
to, the general public in the United Kingdom. The communication of the Offer to Purchase
and such other documents and/or materials is exempt from the restriction on financial
promotions under section 21 of the FSMA on the basis that they are only being distributed
to and are only directed at persons to whom they can lawfully be circulated outside the
United Kingdom or to: (i) persons in the United Kingdom having professional experience in
matters relating to investments falling within the definition of investment professionals
(as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005 (as amended, the "Order")); (ii) persons falling within Article
43(2) of the Order; or (iii) any other persons to whom the Offer to Purchase and such
other documents and/or materials may otherwise lawfully be communicated under the Order
(all such persons together being referred to as "relevant persons"). The Offer to
Purchase and such documents and/or materials are directed only at relevant persons and
must not be acted on or relied on by persons who are not relevant persons. Any investment
or investment activity to which the Offer to Purchase and any such other documents and/or
materials relate is available only to relevant persons and will be engaged in only with
relevant persons.
The communication of the Offer to Purchase and any other documents or materials relating
to the Tender Offers does not constitute an offer of securities to the public for the
purposes of the Public Offers and Admissions to Trading Regulations 2024 (the "POATRs")
and accordingly the requirement to produce a prospectus under the POATRs does not apply
to the Tender Offers.
Belgium
Neither the Offer to Purchase nor any other documents or materials relating to the Tender
Offers have been submitted to or will be submitted for approval or recognition to the
Financial Services and Markets Authority (Autorité des services et marchés financiers /
Autoriteit voor financiële diensten en markten) and, accordingly, the Tender Offers may
not be made in Belgium by way of a public offering, as defined in Articles 3 and 6 of the
Belgian Law of April 2, 2007 on public takeover bids as amended or replaced from time to
time. Accordingly, the Tender Offers may not be advertised and the Tender Offers will not
be extended, and neither the Offer to Purchase nor any other documents or materials
relating to the Tender Offers (including any memorandum, information circular, brochure
or any similar documents) have been or shall be distributed or made available, directly
or indirectly, to any person in Belgium other than "qualified investors" in the sense of
Article 2(e) of the Prospectus Regulation, acting on their own account. The Offer to
Purchase has been issued only for the personal use of the above qualified investors and
exclusively for the purpose of the Tender Offers. Accordingly, the information contained
in the Offer to Purchase may not be used for any other purpose or disclosed to any other
person in Belgium.
France
The Offer to Purchase and any other documents or offering materials relating to the
Tender Offers may not be distributed in the Republic of France except to qualified
investors (investisseurs qualifiés) as defined in Article 2(e) of the Prospectus
Regulation. The Offer to Purchase has not been and will not be submitted for clearance to
the Autorité des marchés financiers.
Italy
None of the Tender Offers, the Offer to Purchase or any other documents or materials
relating to the Tender Offers have been or will be submitted to the clearance procedure
of the Commissione Nazionale per le Società e la Borsa ("CONSOB"), pursuant to applicable
Italian laws and regulations.
The Tender Offers are being carried out in the Republic of Italy ("Italy") as an exempted
offer pursuant to article 101-bis, paragraph 3-bis of the Legislative Decree No. 58 of
February 24, 1998, as amended (the "Financial Services Act") and article 35-bis,
paragraph 4 of CONSOB Regulation No. 11971 of May 14, 1999, as amended (the "Issuers'
Regulation"). The Tender Offers are also being carried out in compliance with article 35-
bis, paragraph 7 of the Issuers' Regulation.
Holders or beneficial owners of the Notes located in Italy can tender the Notes through
authorized persons (such as investment firms, banks or financial intermediaries permitted
to conduct such activities in Italy in accordance with the Financial Services Act, CONSOB
Regulation No. 20307 of February 15, 2018, as amended from time to time, and Legislative
Decree No. 385 of September 1, 1993, as amended) and in compliance with applicable laws
and regulations or with requirements imposed by CONSOB or any other Italian authority.
Each intermediary must comply with the applicable laws and regulations concerning
information duties vis-à-vis its clients in connection with the Notes and the Tender
Offers.
South Africa
The Offer to Purchase and any other documents or materials relating to the Tender Offers
should not be construed as constituting any form of investment advice or recommendation,
guidance or proposal of a financial nature under the South African Financial Advisory and
Intermediary Services Act 2002 (as amended or re-enacted).
The Offer to Purchase is not being made to and does not constitute an "offer to the
public" (as such term is defined in the South African Companies Act 2008) and is not, nor
is it intended to constitute, a "registered prospectus" (as such term is defined in the
South African Companies Act 2008) prepared and registered under the South African
Companies Act 2008.
General
The Tender Offers do not constitute an offer to buy or the solicitation of an offer to
sell Notes (and offers to sell will not be accepted from the holders) in any
circumstances in which such offer or solicitation is unlawful. In those jurisdictions
where the securities or other laws require the Tender Offers to be made by a licensed
broker or dealer or similar and any of the Dealer Managers or any of the Dealer Managers'
respective affiliates is such a licensed broker or dealer in that jurisdiction, the
Tender Offers shall be deemed to be made by such Dealer Manager or affiliate as the case
may be, on behalf of Stillwater in such jurisdiction.
Each holder participating in the Tender Offers will be deemed to give certain
representations in respect of the jurisdictions referred to above and generally as set
out in the Offer to Purchase. Any tender of Notes pursuant to the Offer to Purchase from
a holder that is unable to make these representations will be rejected. Each of the
Offeror, the Dealer Managers and Kroll Issuer Services Limited reserves the right, in its
absolute discretion (and without prejudice to the relevant holder's responsibility for
the representations made by it), to investigate in relation to any tender of Notes,
whether any such representation given by a holder is correct and, if such investigation
is undertaken and as a result Stillwater determines (for any reason) that such
representation is not correct, such offer to sell will be rejected.
The Group and its affiliates expressly reserve the right at any time or from time to time
following completion or termination of the Tender Offer, to purchase or exchange or offer
to purchase or exchange Notes or to issue an invitation to submit offers to sell Notes
(including, without limitation, those tendered pursuant to the Tender Offers but not
accepted for purchase) through open market purchases, privately negotiated transactions,
tender offers, exchange offers or otherwise, in each case on terms that may be more or
less favorable than those contemplated by the Tender Offers. In addition, the Group also
reserves the right to issue new debt securities from time to time, including during the
term of the Tender Offers.
Forward-Looking Statements
This announcement contains forward-looking statements within the meaning of the "safe
harbour" provisions of the United States Private Securities Litigation Reform Act of
1995. All statements other than statements of historical fact included in this
presentation may be forward-looking statements. Forward-looking statements may be
identified by the use of words such as "will", "would", "expect", "forecast",
"potential", "may", "could", "believe", "aim", "anticipate", "intend", "target",
"estimate" and words of similar meaning.
These forward-looking statements, including among others, those relating to Sibanye
Stillwater Limited's future financial position, business strategies and other strategic
initiatives, business prospects, industry forecasts, production and operational guidance,
climate and ESG-related targets and metrics, and plans and objectives for future
operations, project finance and the completion or successful integration of acquisitions,
are necessarily estimates reflecting the best judgement of Sibanye-Stillwater's senior
management. Readers are cautioned not to place undue reliance on such statements.
Forward-looking statements 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
Sibanye-Stillwater that could cause its actual results and outcomes to be materially
different from historical results or from any future results expressed or implied by such
forward-looking statements. As a consequence, these forward-looking statements should be
considered in light of various important factors, including those set forth in Sibanye-
Stillwater's 2025 Integrated Report and annual report on Form 20-F filed with the
Securities and Exchange Commission (SEC) on 24 April 2026 (SEC File no. 333-234096).
These forward-looking statements speak only as of the date of this document. Sibanye-
Stillwater expressly disclaims any obligation or undertaking to update or revise any
forward-looking statement (except to the extent legally required). These forward-looking
statements have not been reviewed or reported on by the Group's external auditors.
Date: 06-05-2026 10:17:00
Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
Sharenet Sites 
