The Transaction sequence for Sibanye-Stillwater and the Finnish Minerals Group achieving this dual proposed shareholding in Keliber comprises:
As per the Keliber shareholders agreement, the fair market value (”FMV”) of the Keliber Project was determined by the average valuation of two independent investment banks namely BMO Capital Markets Ltd and RBC Capital Markets LLC
Sibanye-Stillwater implementing the Pre-emptive Offer to increase its shareholding in Keliber to 50% plus 1 share for a cash consideration of €146 million, being the FMV (less 5%) of the Keliber project
Sibanye-Stillwater intends to implement the Pre-emptive Offer on 11 July 2022 following an Extraordinary General Meeting (“EGM”) which is required to approve the issue of shares to Sibanye-Stillwater for both the Pre-emptive Offer and the Capital Raise.
Simultaneously, Sibanye-Stillwater will launch the Voluntary Offer
If all minority shareholders (save for the Finnish Minerals Group) accept the Voluntary Offer, the total consideration for the Voluntary Offer will amount to €196 million (excluding transfer tax which is payable by Sibanye-Stillwater)(based on 1,258,901 Keliber shares held at the FMV per share), with Sibanye-Stillwater’s shareholding increasing to 86.1% and the Finnish Minerals Group retaining a shareholding of 13.9%
Subsequent to the Voluntary Offer, the Capital Raise will be executed to achieve a circa 50:50 debt to equity ratio. The maximum possible total cost of the Capital Raise to Sibanye-Stillwater is around €104 million and will be dependent on the extent to which minorities accept the Voluntary Offer made by Sibanye-Stillwater and the extent to which minorities and the Finnish Minerals Group participate in the Capital Raise
The Transaction therefore entails a maximum possible cost to Sibanye-Stillwater of €446 million (excluding transfer tax), of which a possible maximum of €250 million in equity will be contributed by Sibanye-Stillwater.
Conventional debt facilities are currently being advanced with third party lenders to at least match the €250 million equity contribution to fund construction of the project.
Sibanye-Stillwater anticipates that all aspects of the various transactions described above will be completed by 13 February 2023, being the effective date.
The following are the conditions precedent in respect of the various aspects to the Transaction:
- Approval by the South African Reserve Bank of the Transaction
- 50% of Keliber shareholders (including Sibanye-Stillwater and the Finnish Minerals Group) voting in favour of the project financing, including both the equity and debt components, to be proposed by the Keliber board at the EGM
- The Voluntary Offer is subject to the passing of resolutions at the EGM approving the Pre-emptive Offer and the Capital Raise
- The absence of a material adverse change
- The Capital Raise is subject to the successful exercise of the Pre-emptive Offer by Sibanye-Stillwater
The Transaction constitutes a Category 2 transaction for Sibanye-Stillwater in terms of Section 9 of the JSE Limited Listing Requirements and accordingly no Sibanye-Stillwater shareholder approval is required.