Sibanye announces a recommended cash offer for the entire issued share capital of Aquarius
Westonaria, 6 October 2015: Sibanye today announced a cash offer of USD 0.195 per share (ZAR 2.66 per share) valuing Aquarius at USD294 million (R4 billion) for the entire issued share capital of Aquarius. The Transaction has a strong strategic and financial rationale for Sibanye, both on a stand-alone basis and particularly when considered in conjunction with the Rustenburg PGM operations which it recently agreed to acquire from Anglo American Platinum.
The board of directors of Aquarius has unanimously recommended that Aquarius shareholders vote in favour of the Offer at the Aquarius Special General Meeting, which is yet to be scheduled. The Aquarius board intends to vote in favour of the Offer with respect to their own beneficial holdings
Commenting on the Transaction, Neal Froneman, CEO of Sibanye said: “We are extremely pleased to have received the full support of the Aquarius board for this Transaction, following extensive due diligence and negotiations. The acquisition of Aquarius is consistent with Sibanye’s strategy to secure value accretive, cash flow enhancing opportunities, which support its dividend strategy. The Transaction is highly complementary with the Rustenburg acquisition, which we recently announced. Significant additional value can be realised from optimising inherent regional and operational synergies between Aquarius’ Kroondal mine and the Rustenburg Operations, which are adjacent to it. At higher PGM prices, these assets will substantially increase earnings and value for Sibanye shareholders”.
Aquarius owns stakes in the Kroondal mine and Platinum Mile retreatment facilities near Rustenburg in South Africa and the Mimosa joint venture with Impala Platinum in Zimbabwe. The Aquarius operations are efficiently managed, mechanised and low-cost operations that will consolidate Sibanye’s position in the South African PGM sector and also provide Sibanye with additional PGM operational experience. In addition, the Transaction provides an entry point into Zimbabwe, which hosts the second largest platinum reserves in the world and represents significant, low cost optionality.
Aquarius is a significant primary producer of PGMs with an attributable production of 349,426 oz of 4E PGMs (including 193,422 oz of platinum) for its financial year ended 30 June 2015, attributable 4E reserves of 5.5 million oz3 and attributable 4E resources (inclusive of reserves) of 47.1 million oz3 as of 30 June 2014. Aquarius’ primary assets are its stakes in the Kroondal and Mimosa mines and a retreatment facility, Platinum Mile.
James Wellsted Head of Investor Relations Sibanye Gold Limited +27 83 453 4014 firstname.lastname@example.org
This press release is for information 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 of Sibanye. This press release should not be sent, distributed, transmitted or otherwise made available in or into the United States or any other jurisdiction where it would be impermissible to do so. The securities referred to herein have not been and will not be registered under the United States Securities Act of 1933 (the "Securities Act") or with any securities regulatory authority of any state or other jurisdiction of the United States and may not be offered, sold, resold, transferred or delivered, directly or indirectly, in the United States except pursuant to registration under, or an exemption from the registration requirements of, the Securities Act. There will be no public offering of securities in the United States or any other jurisdiction.
The securities have not been approved or disapproved by the US Securities and Exchange Commission, and state securities commission in the United States or any other US regulatory authority. Any representation to the contrary is a criminal offence in the United States.
FORWARD LOOKING STATEMENTS
Certain statements included in this announcement, as well as oral statements that may be made by Sibanye, or by officers, directors or employees acting on its behalf related to the subject matter hereof, constitute or are based on forward-looking statements. Forward-looking statements are preceded by, followed by or include the words “may”, “will”, “should”, “expect”, “envisage”, “intend”, “plan”, “project”, “estimate”, “anticipate”, “believe”, “hope”, “can”, “is designed to” or similar phrases. These 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, that could cause Sibanye’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. Such risks, uncertainties and other factors include, among others, Sibanye’s ability to complete the transaction, Sibanye’s ability to successfully integrate the acquired assets with its existing operations, Sibanye’s ability to achieve anticipated efficiencies and other cost savings in connection with the transaction, the success of exploration and development activities and other risks. Sibanye undertakes no obligation 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 any change in Sibanye’s expectations with regard thereto.
This release includes mineral reserves and resources information prepared in accordance with the South African Code for the Reporting of Exploration Results, Mineral Resources and Mineral Reserves (the “SAMREC Code”), and not in accordance with the U.S. Securities and Exchange Commission’s Industry Guide 7.