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Notification in terms of Section 45(5) of the Companies Act 71 of 2008
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”)
Notification in terms of Section 45(5) of the Companies Act 71 of 2008
Johannesburg, 10 July 2019: In terms of the provisions of Section 45(5) of the
Companies Act 71 of 2008 (the “Companies Act”), and pursuant to the special
resolution passed at the annual general meeting of the Group held on 28 May 2019,
authorising the board of directors (“the Board”) to provide direct or indirect
financial assistance to related and inter-related parties, notification is hereby
given by the Group that the Board has adopted resolutions to guarantee the
obligations of other companies in the Group (including subsidiaries) in connection
with borrowing facilities of the Group, and to provide financial assistance to an
indirect wholly owned subsidiary of the Group, namely Western Platinum Limited, by
advancing loan funding to the company. These guarantees and loan funding constitutes
direct and/or indirect financial assistance in terms of the provisions of Section
45(2) of the Companies Act.
The notice follows the conclusion of the Lonmin Plc (“Lonmin”) merger, and as part
of normal administrative business practises, certain Lonmin subsidiaries are to
accede to Sibanye-Stillwater’s US$600 million Revolving Credit Facility (“USD RCF”)
and R6 billion Revolving Credit Facility (“ZAR RCF”) as Borrowers. This necessitates
the relevant subsidiary’s accession to the USD RCF, the ZAR RCF and the US$700
million High Yield Bonds (“Bonds”) (collectively “the Facilities”) as Guarantors,
which results in the Group guaranteeing the obligations of these subsidiaries under
the facilities. Further the Group has approved intercompany loan funding of R1
billion for Lonmin subsidiaries should they require funding prior to these accessions
being concluded.
Having considered all reasonable financial circumstances of the Company in terms of
and pursuant to the provisions of Section 45 as read with Section 4 of the Companies
Act, the Board satisfied itself that:
• immediately after providing the financial assistance referred to above, the Company
would satisfy the solvency and liquidity test contemplated in Section 4 of the
Act
• all relevant conditions and restrictions relating to the granting of such financial
assistance by the Company contained in the Company's memorandum of incorporation
are satisfied
• the terms and conditions on which such financial assistance is to be given are
fair and reasonable to the Company
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
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 announcement may be forward-looking statements. Forward-looking
statements may be identified by the use of words such as “will”, “would”,
“expect”, “may”, “could” “believe”, “anticipate”, “target”, “estimate” and words
of similar meaning. These forward-looking statements, including among others,
those relating to our future business prospects, financial positions, ability to
reduce debt leverage, business strategies, plans and objectives of management
for future operations and the anticipated benefits and synergies of transactions,
are necessarily estimates reflecting the best judgement of our 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 Sibanye-Stillwater’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. As
a consequence, these forward-looking statements should be considered in light of
various important factors, including those set forth in the Group’s Annual
Integrated Report and Annual Financial Report, published on 29 March 2019, and
the Group’s Annual Report on Form 20-F filed by Sibanye-Stillwater with the
Securities and Exchange Commission on 9 April 2019 (SEC File no. 001-35785).
These forward-looking statements speak only as of the date of this announcement.
Sibanye-Stillwater expressly disclaims any obligation or undertaking to update
or revise these forward-looking statements, save as required by applicable law.
Date: 10/07/2019 04:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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