Wrap Text
Posting of transaction documents and notice of scheme meeting 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
Incorporated in the Republic of South Africa
Africa (“Sibanye-Stillwater”)
Share Code: SGL (JSE) and SBGL (NYSE)
ISIN Code: ZAE000173951
(“SGL” or “the Company” or “the Group”)
Posting of transaction documents and notice of scheme meeting relating to the
internal restructuring of SGL to create a new holding company and listings
1. Introduction
Shareholders of SGL (“SGL Shareholders”) are referred to the firm intention
announcement made by SGL and Sibanye-Stillwater on 4 October 2019, wherein it was
announced that the Group is pursuing an internal restructuring, which is expected
to create a more efficient Group structure.
All capitalised terms which are not defined herein, shall bear the meaning ascribed
to them in the circular in respect of the Scheme (“Scheme Circular”).
2. Posting of transaction documents
We are pleased to advise that today the following documents have been posted to SGL
Shareholders:
• the Scheme Circular containing, inter alia, 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; and
• the pre-listing statement (“Pre-Listing Statement”) required in terms of the
JSE Listings Requirements, in connection with the admission to trading and
listing of the Sibanye-Stillwater Shares on the main board of the JSE under
the ticker symbol “SSW”.
A registration statement on Form F-4 relating to the Scheme (the “2019 Form F-4”)
has been filed with the U.S. Securities Exchange Commission (the “SEC”). A
registration statement on Form F-6, relating to the registration of the Sibanye-
Stillwater American depositary shares (“ADSs”), representing Sibanye-Stillwater
Shares, in the United States (“2019 Form F-6”), is expected to be filed in due
course. The Sibanye-Stillwater ADSs are expected to be listed on the NYSE under the
ticker symbol SBSW.
SGL Shareholders are further advised that the Scheme Circular, the Pre-Listing
Statement and the 2019 Form F-4 (including any amendments thereto) will be available,
on the Group’s website at www.sibanyestillwater.com/news-investors/news/holding-
entity-change/ from today.
3. Notice of Scheme Meeting
Notice is hereby given to SGL Shareholders that a Scheme Meeting of the SGL
Shareholders will be held at the SGL Academy, Rietkloof 349, Glenharvie, 1786, South
Africa, at 09:00 South African time (02:00 New York time) on Thursday, 23 January
2020, to consider and, if deemed fit, pass, with or without amendment and/or
modification, the resolutions set out in the Scheme Circular.
1
4. Important dates and times
The salient dates and times relating to the Scheme are set out below:
Key action Day 2019/2020
Record date for SGL Shareholders to be recorded in Friday 29 November
the Register in order to be entitled to receive this
Circular
Posting of Circular to SGL Shareholders and Notice of Thursday 5 December
Scheme Meeting released on SENS
Last day and time to provide Electronic Notice, to Thursday 9 January
participate in the Scheme Meeting via electronic
communication by 09:00 South African time (02:00 New
York time)
Last day to trade in SGL Shares in order to be Tuesday 14 January
recorded in the Register on the Voting Record Date
(Voting Last Day to Trade)
Voting Record Date for SGL Shareholders to be Friday 17 January
recorded in the Register in order to be eligible to
vote at the Scheme Meeting
For administrative purposes, date by which Forms of Tuesday 21 January
Proxy for the Scheme Meeting are requested to be
lodged
Last date and time for SGL Shareholders to give Thursday 23 January
notice to SGL objecting to Special Resolution Number
1 in terms of section 164 of the Companies Act, at
any time before the voting on Special Resolution
Number 1 takes place
Scheme Meeting at 09:00 South African time (02:00 New Thursday 23 January
York time)
Results of Scheme Meeting released on SENS Thursday 23 January
Results of Scheme Meeting published in the South Friday 24 January
African press
If the Scheme is approved by SGL Shareholders at the Scheme Meeting:
Last day for SGL Shareholders who voted against the Thursday 30 January
Scheme to require SGL to seek court approval for the
Scheme in terms of section 115(3)(a) of the Companies
Act
Last day for SGL to send notice of adoption of Thursday 6 February
Special Resolution Number 1 to Dissenting SGL
Shareholders, in accordance with section 164 of the
Companies Act
Last day for an SGL Shareholder who voted against the Thursday 6 February
Scheme to apply to court for leave to apply for a
2
review of the Scheme in terms of section 115(3)(b) of
the Companies Act
Last day for an SGL Shareholder who gave notice to Thursday 5 March
SGL objecting to the Scheme in terms of section 164
of the Companies Act, to make a demand against SGL as
contemplated in section 164(7) of the Companies Act
The following dates assume that no court approval or review of the Scheme is
required and will be confirmed in the Finalisation Date announcement if the
Scheme becomes unconditional:
Expected Finalisation Date and Finalisation Date Tuesday 11 February
announcement expected to be released on SENS
Finalisation Date announcement published in the South Wednesday 12 February
African press
Application for delisting of SGL Shares to be lodged Thursday 13 February
with the JSE
Expected last day to trade in SGL Shares in order to Tuesday 18 February
be recorded in the Register on the Scheme Record Date
(Scheme Last Day to Trade)
Expected date of suspension of listing of SGL Shares Wednesday 19 February
on the JSE
Expected date of admission to listing of Sibanye- Wednesday 19 February
Stillwater Shares on the JSE in anticipation of
Implementation Date of the Scheme
Expected Scheme Record Date on which SGL Shareholders Friday 21 February
must be recorded in the Register to receive the
Sibanye-Stillwater Shares
Expected Implementation Date of the Scheme Monday 24 February
Expected date to have the accounts of the CSDP or Monday 24 February
Broker of Scheme 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 Shares
Expected termination of listing of SGL Shares at Tuesday 25 February
commencement of trade on the JSE
Notes:
1. All dates and times in respect of the Scheme are subject to change by mutual
agreement between SGL and Sibanye-Stillwater and/or to the extent required obtaining
the approval of the JSE, NYSE and the Takeover Regulation Panel. The dates have been
determined based on assumptions regarding the dates by which certain regulatory
approvals will be obtained and that no court approval or review of the Scheme will
be required. Any change to the dates and times will be released on SENS and furnished
on a Form 6-K.
3
2. As the salient dates and times are subject to change, they may not be regarded
as consent or dispensation for any time periods which may be required in terms of
the Companies Act or the Companies Regulations, where applicable, and any such
consents or dispensations must be specifically applied for and granted.
3. If the Scheme Meeting is adjourned or postponed, Forms of Proxy submitted for
the initial Scheme Meeting will remain valid in respect of any adjournment or
postponement of the Scheme Meeting.
4. SGL Shareholders should note that as transactions in SGL Shares are settled in
the electronic settlement system used by Strate, settlement of trades takes place 3
(three) Business Days after such trade. Therefore, persons who acquire SGL Shares
after the Voting Last Day to Trade (expected to be Tuesday, 14 January 2020) will
not be eligible to vote at the Scheme Meeting.
5. If the Scheme is implemented, SGL Shares may not be Dematerialised or
rematerialised after the Scheme Last Day to Trade (expected to be Tuesday, 18
February 2020).
6. All times given in this Circular are, unless the context indicates to the
contrary, local times in South Africa.
7. 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.
Ends.
Johannesburg.
5 December 2019
Investor relations contact:
James Wellsted
Head of Investor Relations
Email: ir@sibanyestillwater.com
Sponsor: J.P. Morgan Equities South Africa Proprietary Limited
FORWARD LOOKING STATEMENTS
Where relevant, these actions are subject to the appropriate consultations and
approvals.
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.
4
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).
IMPORTANT INFORMATION
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 will be 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.
5
Date: 05-12-2019 02:34:00
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 
