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TABLE OF CONTENTS
Table of Contents
As filed with the Securities and Exchange Commission on April 17, 2017
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM F-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Sibanye Gold Limited
(Exact name of registrant as specified in its charter)
Not Applicable
(Translation of Registrant's name into English)
The Republic of South Africa
(State or Other Jurisdiction of Incorporation or Organization)
Not Applicable
(I.R.S. Employer Identification Number)
1 Hospital Street (off Cedar Avenue)
Libanon, Westonaria, 1780
South Africa
Tel: +27 (0)11 278-9600
(Address and Telephone Number of Registrant's Principal Executive Offices)
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Copies of communications, including communications sent to agent for service, should be sent to:
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Charl Keyter
Chief Financial Officer
Sibanye Gold Limited
1 Hospital Street (off Cedar Avenue)
Libanon, Westonaria, 1780
South Africa
Tel: +27 (0)11 278-9700
Fax: +27 (0)11 278-9863
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Thomas B. Shropshire, Jr.
Jeffrey C. Cohen
Linklaters LLP
One Silk Street
London EC2Y 8HQ
United Kingdom
Tel: +44 20-7456-2000
Fax: +44 20-7456-2222
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Approximate date of commencement of proposed sale to the public: From time to time after the effectiveness of this registration statement.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following
box.
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If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box.
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If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.
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If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement for the same offering.
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If this Form is a registration statement pursuant to General Instruction I.C. or a post-effective amendment thereon that shall become effective upon filing
with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.
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If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.C. filed to register additional securities
or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.
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Emerging growth company
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If
an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended 38
transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities
Act.
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CALCULATION OF REGISTRATION FEE
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Title of each class of securities
to be registered
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Amount to be
Registered
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Proposed Maximum
Aggregate Price per
Unit
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Proposed Maximum
Aggregate Offering
Price
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Amount of
Registration Fee
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Ordinary Shares of Sibanye Gold Limited (including Ordinary Shares represented by American Depositary Shares)(1)
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(2)
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(2)
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(2)
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(3)
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Rights to Purchase Ordinary Shares of Sibanye Gold Limited (including Ordinary Shares represented by American Depositary Shares)(1)
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(2)
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(2)
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(2)
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(3)
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(1)
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A
portion of the ordinary shares, no par value, of Sibanye Gold Limited may be represented by American Depositary Shares, each of which represents four ordinary
shares.
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(2)
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An
indeterminate aggregate initial offering price or number of the securities of each identified class is being registered as may from time to time be offered at
indeterminate prices. Separate consideration may or may not be received for securities that are issuable on exercise, conversion or exchange of other securities or that are issued in units or
represented by depositary shares.
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(3)
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In
accordance with Rules 456(b) and 457(r) under the Securities Act of 1933, as amended, the Registrant is deferring payment of all of the registration fee.
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The
term "new or revised financial accounting standard" refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards
Codification after April 5, 2012.
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PROSPECTUS
Sibanye Gold Limited
(Registration No. 2002/031431/06)
Ordinary Shares, no par value,
including Ordinary Shares represented by American Depositary Shares
Rights to Purchase Ordinary Shares
We will provide the specific terms of the securities that may be offered, and the manner in which they are being offered, in one or more supplements to this
prospectus. Any supplement may also add, update or change information contained in this prospectus. You should read both this prospectus and any prospectus supplement, together with the additional
information described under the heading "Where You Can Find More Information", before investing in these securities. The amount and price of the offered securities will be determined at the time of
the offering.
Our
ordinary shares are listed on the Main Board of the JSE Limited under the symbol "SGL". The American depositary shares, or ADSs, each representing four ordinary
shares, are listed on the New York Stock Exchange under the symbol "SBGL".
Investing in these securities involves risks that are described in the "Risk Factors" section contained in our most recent annual report on Form 20-F and
in any applicable prospectus supplement and may be described in certain of the documents we incorporate by reference in this prospectus.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or
accuracy of this prospectus. Any representation to the contrary is a criminal offense.
The date of this prospectus is April 17, 2017.
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ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement on Form F-3 that we filed on April 17, 2017 with the Securities and Exchange
Commission (the "SEC"), using a shelf registration process. Under this shelf registration process, we may offer and sell any combination of the securities described in this prospectus in one or more
offerings. Each time we sell securities we will provide a prospectus supplement that will contain specific information about the terms of that offering. The prospectus supplement may also add, update
or change information contained in this prospectus.
Unless
the context otherwise requires, in this prospectus the terms the "Company", "we", "us" and "our" refer to Sibanye Gold Limited and its consolidated subsidiaries.
WHERE YOU CAN FIND MORE INFORMATION
We file periodic reports and other information with the SEC. The SEC maintains a website (http://www.sec.gov) on which our annual and other
reports are made available. You may also read and copy any document we file at the SEC's public reference room at 100 F Street, N.E., Washington D.C. 20549. Please call the SEC at
1-800-SEC-0330 for further information on the operation of the public reference room. You may also read and copy these documents at the offices of the New York Stock Exchange, 11 Wall Street, New
York, New York 10005.
Upon
written or oral request, we will provide to any person, at no cost to such person, including any beneficial owner to whom a copy of this prospectus is delivered, a copy of any or
all of the information that has been incorporated by reference in this prospectus but not delivered with this prospectus. You may make such a request by writing or telephoning us at the following
address or telephone number:
Sibanye Gold Limited
1 Hospital Street
(off Cedar Avenue)
Libanon, Westonaria, 1780
South Africa
Tel: +27 (0)11 278-9600
The
SEC allows us to "incorporate by reference" the information we file with the SEC, which means that we can disclose important information to you by referring you to those documents,
which are considered part of this prospectus. Information that we file with the SEC in the future and incorporate by reference will automatically update and supersede the previously filed information.
We incorporate by reference the documents listed below:
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Our annual report on Form 20-F for the year ended December 31, 2016 filed with the SEC on April 7, 2017 (our
"Form 20-F"); and
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Our report on Form 6-K filed with the SEC on April 17, 2017.
We
also incorporate by reference in this prospectus all subsequent annual reports filed with the SEC on Form 20-F under the Securities Exchange Act of 1934 and those of our
reports submitted to the SEC on Form 6-K that we specifically identify in such form as being incorporated by reference in this prospectus after the date hereof and prior to the completion of an
offering of securities under this prospectus.
As
you read the above documents, this prospectus and any prospectus supplement, you may find inconsistencies in information from one document to another. If you find inconsistencies you
should rely on the statements made in the most recent document, including this prospectus and any prospectus supplement. All information appearing in this prospectus is qualified in its entirety by
the information
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and
financial statements, including the notes thereto, contained in the documents we have incorporated by reference.
When
acquiring any securities discussed in this prospectus, you should rely only on the information contained or incorporated by reference in this prospectus, any prospectus supplement
and any "free writing prospectus" that we authorize to be delivered to you. Neither we, nor any underwriters or agents, have authorized anyone to provide you with different information. We are not
offering the securities in any jurisdiction in which an offer or solicitation is not authorized or in which the person making such offer or solicitation is not qualified to do so or to anyone to whom
it is unlawful to make an offer or solicitation.
You
should not assume that the information in this prospectus, any prospectus supplement or any document incorporated by reference is accurate or complete at any date other than the date
mentioned on the cover page of those documents.
FORWARD-LOOKING STATEMENTS
This prospectus and the documents incorporated by reference herein contain forward-looking statements within the meaning of Section 27A
of the U.S. Securities Act of 1933, as amended (the "Securities Act") and Section 21E of the U.S. Securities Exchange Act of 1934, as amended (the "Exchange Act") with respect to our financial
condition, results of operations, business
strategies, operating efficiencies, competitive position, growth opportunities for existing services, plans and objectives of management, markets for stock and other matters.
These
forward-looking statements, including, among others, those relating to our future business prospects, revenues and income, the potential benefit of the acquisition of Aquarius
Platinum Limited ("Aquarius"), the acquisition of the Rustenburg operations, including the acquisition of Bathopele, Siphumelele (including Khomanani) and the Thembelani (including Khuseleka) mining
operations, two concentrating plants, an on-site chrome recovery plant, the Western Limb Tailings Retreatment Plant, associated surface infrastructure and related assets and liabilities on a going
concern basis ("Rustenburg Operations") and the acquisition of Stillwater Mining Company ("Stillwater") (including statements regarding growth, cost savings, benefits from and access to international
financing and financial re-ratings), and information relating to the underground Blitz PGM project adjacent to the east of the existing Stillwater mine which is designed to explore, define and extract
the platinum group metal ("PGM") resource along the far eastern extent of the J-M Reef, PGM pricing expectations, levels of output, supply and demand, estimations or expectations of enterprise value
and EBITDA and net asset values wherever they may occur in this prospectus and the documents incorporated by reference herein, are necessarily estimates reflecting the best judgement of our senior
management and involve a number of risks and uncertainties that could cause actual results to differ materially from those suggested by the forward-looking statements. As a consequence, these
forward-looking statements should be considered in light of various important factors, including those set forth in this prospectus and the documents incorporated by reference herein. Important
factors that could cause actual results to differ materially from estimates or projections contained in the forward-looking statements include, without
limitation:
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changes in the market price of the minerals that it mines and sells;
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fluctuations in exchange rates, currency devaluations, inflation and other macro-economic monetary policies;
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the occurrence of labor disruptions and industrial actions;
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changes in relevant government regulations, particularly environmental, tax, health and safety regulations and new legislation affecting water,
mining, mineral rights and business ownership, including any interpretation thereof which may be subject to dispute;
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power disruption, constraints and cost increases;
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the outcome and consequence of any potential or pending litigation or regulatory proceedings or environmental, health or safety issues;
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the occurrence of temporary stoppages of mines for safety incidents and unplanned maintenance;
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the occurrence of hazards associated with underground and surface mining;
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the ability to achieve anticipated efficiencies and other cost savings in connection with, and the ability to successfully integrate, past and
future acquisitions, as well as at existing operations;
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operating in new geographies and regulatory environments where Sibanye Gold Limited had no previous experience;
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Sibanye Gold Limited's ability to implement its strategy and any changes thereto;
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Sibanye Gold Limited's future financial position, plans, strategies, objectives, capital expenditures, projected costs and anticipated cost
savings and financing plans;
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changes in assumptions underlying Sibanye Gold Limited's estimation of its current mineral reserves;
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supply chain shortages and increases in the price of production inputs;
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economic, business, political and social conditions in South Africa, Zimbabwe, the United States and elsewhere;
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the ability of Sibanye Gold Limited to comply with requirements that it operates in a sustainable manner;
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failure of Sibanye Gold Limited's information technology and communications systems;
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the success of Sibanye Gold Limited's business strategy, exploration and development activities;
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the availability, terms and deployment of capital or credit;
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Sibanye Gold Limited's ability to hire and retain senior management or sufficient technically skilled employees, as well as its ability to
achieve sufficient representation of historically disadvantaged South Africans ("HDSAs") in its management positions;
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the adequacy of Sibanye Gold Limited's insurance coverage;
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uncertainty regarding the title to Sibanye Gold Limited's properties;
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social unrest, sickness or natural or man-made disaster at informal settlements in the vicinity of Sibanye Gold Limited's African operations;
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the impact of HIV, tuberculosis and other contagious diseases; and
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Sibanye Gold Limited's intention to issue debt securities, which may not be available on commercially reasonable terms, or at all, which will
be structurally senior to our ordinary shares and ADRs and which may limit our ability to respond to changes in market conditions or pursue business opportunities.
The
foregoing factors and others described under "Risk Factors" in our Form 20-F should not be construed as exhaustive. There are other factors that may cause our actual results
to differ materially from the forward-looking statements. Moreover, new risk factors emerge from time to time and it is not possible for us to predict all such risk factors. We cannot assess the
impact of all risk factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ
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materially
from those contained in any forward-looking statements. Given these risks and uncertainties, you should not place undue reliance on forward-looking statements as a prediction of actual
results.
We
undertake no obligation to update publicly or release any revisions to these forward-looking statements to reflect events or circumstances after the date of this prospectus or to
reflect the occurrence of unanticipated events.
ENFORCEABILITY OF CERTAIN CIVIL LIABILITIES
We are incorporated under the laws of the Republic of South Africa. The majority of our directors and officers reside outside the United States,
and the experts named herein, reside outside the United States, principally in South Africa. You may not be able, therefore, to effect service of process within the United States upon those directors
and officers with respect to matters arising under the federal securities laws of the United States.
In
addition, substantially all of our assets and the assets of our directors and officers are located outside the United States. As a result, you may not be able to enforce against us or
any of our directors and officers judgments obtained in U.S. courts predicated on the civil liability provisions of the federal securities laws of the United States.
We
have been advised by Edward Nathan Sonnenbergs Inc. ("ENS"), our South African counsel, that there are additional factors to be considered under South African law in respect of
the enforceability in South Africa (in original actions or in actions for enforcement of judgments of U.S. courts) of liabilities predicated on the U.S. federal securities laws. These additional
factors include, but are not necessarily limited to, (i) South African public policy considerations; (ii) South African legislation regulating the applicability and extent of damages
and/or penalties that may be payable by a party; (iii) the applicable rules under the relevant South African legislation which regulate the recognition and enforcement of
foreign judgments in South Africa; and (iv) the South African courts' inherent jurisdiction to intervene in any matter which such courts may determine warrants the courts' intervention (despite
any agreement amongst the parties to (a) have any certificate or document being conclusive proof of any factor, or (b) oust the courts' jurisdiction).
Based
on the foregoing, we have been advised by our counsel in South Africa that there is no certainty as to the enforceability in South Africa (in original actions or in actions for
enforcement of judgments of U.S. courts) of liabilities predicated on the U.S. federal securities laws.
SIBANYE GOLD LIMITED
Sibanye Gold Limited is an independent, South African domiciled precious metals mining group, which currently owns and operates gold and uranium
operations and projects throughout the Witwatersrand Basin in South Africa, as well as PGM operations in the Bushveld Igneous Complex in South Africa and the Great Dyke in Zimbabwe. Sibanye Gold
Limited currently owns and operates four underground and surface gold operations, namely Driefontein, Kloof and Cooke in the West Witwatersrand region and Beatrix in the southern Free State province.
Sibanye Gold Limited also owns and operates underground and surface PGM operations, including the Rustenburg Operations in South Africa, a 50% interest in the Kroondal Operations in South Africa and a
50% interest in the Mimosa Operations, a PGM joint venture in Zimbabwe.
In
addition to its mining activities, Sibanye Gold Limited owns and manages significant extraction and processing facilities at its gold and uranium operations, where gold-bearing ore is
treated and processed to produce gold doré.
According
to estimates based on the best information available to its management, Sibanye Gold Limited is the largest producer of gold in South Africa and one of the ten largest
globally, and Sibanye Gold Limited's PGM operations (which were acquired during 2016), taken together, were the fifth largest producer of PGM in the world, based on annual production in 2016.
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RISK FACTORS
For a description of some of the risks that could materially affect an investment in the securities being offered, you should read the
discussion of risk factors in "Item 3.d.: Risk Factors" in our Form 20-F, and identified in our future filings with the SEC, incorporated herein by reference, and in any supplement to
the prospectus in relation to any offering of securities. Additional risk factors not currently known to us or that we currently deem immaterial may also impair our business operations.
REASONS FOR THE OFFERING AND USE OF PROCEEDS
Except as may be described otherwise in a prospectus supplement, we will add the net proceeds from our sale of the securities under this
prospectus to our general funds and will use them for funding acquisitions (ongoing or in the future), or our working capital, project development or capital expenditure requirements or for our other
general corporate purposes.
We
may designate a specific allocation of the net proceeds of an offering of securities by us to a specific purpose, if any, at the time of the offering and will describe any allocation
in the related prospectus supplement.
PROSPECTUS SUPPLEMENT
This prospectus provides you with a general description of the securities that may be offered. Unless the context otherwise requires, we will
refer to the ordinary shares and rights as the "offered securities". Each time offered securities are sold, we will provide a prospectus supplement that will contain specific information about the
terms of that offering. The prospectus supplement may also add to, update or change information contained in this prospectus. Accordingly, to the extent inconsistent, information in this prospectus is
superseded by the information in the prospectus supplement. You should read both this prospectus and any prospectus supplement, and the documents incorporated by reference in this prospectus and any
prospectus supplement, together with the additional information described under the heading "Where You Can Find More Information" carefully before investing in our securities.
The
prospectus supplement to be attached to the front of this prospectus will describe the terms of the offering, including the amount and more detailed terms of offered securities, the
initial public offering price, the price paid for the offered securities, net proceeds to us or a selling security holder, the expenses of the offering, the terms of offers and sales outside of the
United States, if any, our capitalization, the nature of the plan of distribution, the terms of any rights offering, including the subscription price for ordinary shares, record date, ex-rights date
and exercise period, the other specific terms related to the offering, and any U.S. federal income tax consequences and South African tax considerations applicable to the offered securities.
For
more detail on the terms of the offered securities, you should read the exhibits filed with, or incorporated by reference into, our registration statement on Form F-3.
SOUTH AFRICAN RESERVE BANK APPROVAL
The issuance of securities under this prospectus may be subject to the approval of the South African Reserve Bank.
DESCRIPTION OF SHARE CAPITAL
For a description of our share capital, including the rights and obligations attached thereto, please refer to "Item 10: Additional
InformationMemorandum of Incorporation" in our Form 20-F, incorporated by reference herein.
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DESCRIPTION OF ADSs
For a description of ADSs, including the rights and obligations attached thereto, please refer to "Item 12.D: American Depositary Shares"
of our Form 20-F, incorporated by reference herein.
DESCRIPTION OF RIGHTS TO PURCHASE ORDINARY SHARES
We may issue subscription rights to purchase our ordinary shares. We may issue these rights independently or together with any other offered
security. The rights may or may not be transferable in the hands of their holders.
The
applicable prospectus supplement will describe the specific terms of any subscription rights offering, including:
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the title of the subscription rights;
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the securities for which the subscription rights are exercisable;
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the exercise price for the subscription rights;
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the number of subscription rights issued;
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the extent to which the subscription rights are transferable;
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if applicable, a discussion of the material U.S. federal or other income tax considerations applicable to the issuance or exercise of the
subscription rights;
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any other terms of the subscription rights, including terms, procedures and limitations relating to the exchange and exercise of the
subscription rights;
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if applicable, the record date to determine who is entitled to the subscription rights and the ex-rights date;
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the date on which the rights to exercise the subscription rights will commence, and the date on which the rights will expire;
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the extent to which the offering includes an over-subscription privilege with respect to unsubscribed securities; and
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if applicable, the material terms of any standby underwriting arrangement we enter into in connection with the offering.
Each
subscription right will entitle its holder to purchase for cash a number of our ordinary shares, ADSs or any combination thereof at an exercise price described in the applicable
prospectus supplement. Subscription rights may be exercised at any time up to the close of business on the expiration date set forth in the prospectus supplement. After the close of business on the
expiration date, all unexercised subscription rights will become void.
Upon
receipt of payment and the subscription form properly completed and executed at the subscription rights agent's office or another office indicated in the applicable prospectus
supplement, we will, as soon as practicable, forward our ordinary shares or ADSs purchasable with this exercise. Rights to purchase ordinary shares represented by ADSs will be evidenced by
certificates issued by our ADS rights agent upon receipt by the ADS depositary of the rights to purchase ordinary shares registered hereby. The applicable prospectus supplement may offer more details
on how to exercise the subscription rights.
We
may determine to offer subscription rights to our members only or additionally to persons other than members as described in the applicable prospectus supplement. In the event
subscription rights are offered to our members only and their rights remain unexercised, we may determine to offer
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the
unsubscribed offered securities to persons other than members. In addition, we may enter into a standby underwriting arrangement with one or more underwriters under which the underwriter(s) will
purchase any offered securities remaining unsubscribed for after the offering, as described in the applicable prospectus supplement.
TAXATION
The applicable prospectus supplement will contain a summary of material U.S. federal income tax considerations of the acquisition, ownership and
disposition of the securities being offered by certain U.S. investors.
The
following is a general description of certain aspects of current South African tax considerations applicable to non-residents in respect of any Ordinary Shares, ADSs and/or Rights to
Purchase Ordinary Shares. It does not purport to be a complete analysis of all South African tax considerations applicable to non-residents in respect of the Ordinary Shares, ADSs and/or Rights to
Purchase Ordinary Shares. Prospective non-resident holders of Ordinary Shares, ADSs and/or Rights to Purchase Ordinary Shares should consult their own tax advisers as to which countries' tax laws
could be relevant to acquiring, holding and disposing of Ordinary Shares, ADSs and/or Rights to Purchase Ordinary Shares and receiving payments of dividends, capital and/or other amounts in terms of
the Ordinary Shares, ADSs and/or Rights to Purchase Ordinary Shares and the consequences of such actions under the tax laws of those countries. This summary is based upon the law as in effect on the
date of this prospectus and is subject to any change in law that may take effect after such date.
Withholding Tax
Under current law a withholding tax on dividends (the "Dividends Tax") is imposed at the rate of 20% on the amount of any dividend paid by
certain companies to any person, subject to domestic exemptions or relief in terms of an applicable double taxation treaty. The application of such domestic exemptions or relief in terms of an
applicable double taxation treaty is subject to the making of certain declarations and undertakings by the beneficial owner of the dividends and providing same to the company or regulated intermediary
making payment of the dividend.
In
relation to cash dividends, the liability for the Dividends Tax is that of the beneficial owner of the dividend. However, the company or regulated intermediary making payment thereof
will be required to withhold the amount of Dividends Tax from such payment.
The
Dividends Tax legislation contained in the Income Tax Act, No. 58 of 1962 ("Income Tax Act") contains provisions which deem certain payments made in terms of certain borrowed
shares to constitute dividends paid by the borrower of the shares to the lender. Dividends Tax implications may also arise in respect of certain dividend cession transactions and in respect of certain
resale agreements entered into in respect of Ordinary Shares.
Prospective
holders of Ordinary Shares, ADSs and/or Rights to Purchase Ordinary Shares are advised to consult their own professional advisers as to whether the holding of any Ordinary
Shares, ADSs and/or Rights to Purchase Ordinary Shares will give rise to any Dividends Tax implications.
Income Tax
Under current taxation law effective in South Africa, any person that is not a "resident" (as defined in section 1 of the Income Tax Act)
is subject to income tax on all income derived from a South African source, subject to domestic exemptions or relief in terms of an applicable double taxation treaty.
Dividend
income is from a South African source if it constitutes a "dividend" as defined in the Income Tax Act which is received by or accrued to a person. If any amount transferred or
applied to
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holders
of Ordinary Shares, ADSs and/or Rights to Purchase Ordinary Shares in respect of such Ordinary Shares, ADSs and/or Rights to Purchase Ordinary Shares constitutes a "dividend" as defined in the
Income Tax Act, such dividend will be from a South African source and will be subject to South African income tax, unless such dividend is exempt from South African income tax under
section 10(1)(k)(i) of the Income Tax Act.
In
terms of section 10(1)(k)(i) of the Income Tax Act, a "dividend" as defined in section 1 of the Income Tax Act received by or accruing to any holder of any Ordinary
Shares, ADSs and/or Rights to Purchase Ordinary Shares during any year of assessment is exempt from income tax, subject to certain provisos.
If
a holder of any Ordinary Shares, ADSs and/or Rights to Purchase Ordinary Shares who is not a "resident" as defined in the Income Tax Act does not qualify for the exemption in
section 10(1)(k)(i) of the Income Tax Act, a reduction of the South African income tax liability may be available under an applicable double taxation treaty.
Prospective
holders of Ordinary Shares, ADSs and/or Rights to Purchase Ordinary Shares are advised to consult their own professional advisers as to whether any amount transferred or
applied to such holders will constitute a "dividend" as defined in the Income Tax Act, and if so, whether such dividend will be exempt under section 10(1)(k)(i) of the Income Tax Act.
Section 8E
of the Income Tax Act applies to "hybrid equity instruments" and "equity instruments" as such terms are defined in section 8E, and section 8EA of the
Income Tax Act applies to "third-party backed shares" and "equity instruments", as those terms are defined in section 8EA of the Income Tax Act. Sections 8E and 8EA provide that
dividends paid in respect of shares or equity instruments that constitute hybrid equity instruments and/or third-party backed shares are, for purposes of the Income Tax Act, deemed to be an amount of
income accrued to the holder thereof. If either of these provisions apply, the tax treatment of any dividends will differ from what is set out above in that the dividend will not be subject to
Dividends Tax and will be deemed to be an amount of income which will not qualify for the domestic dividend exemption contained in section 10(1)(k)(i) of the Income Tax Act as discussed above.
Prospective
holders of Ordinary Shares, ADSs and/or Rights to Purchase Ordinary Shares are advised to consult their own professional advisers as to whether any income earned under any
Ordinary Shares, ADSs and/or Rights to Purchase Ordinary Shares which does not constitute a "dividend" as defined in section 1 of the Income Tax Act will give rise to any South African income
tax implications.
The
disposal of Ordinary Shares, ADSs and/or Rights to Purchase Ordinary Shares may give rise to income tax implications for any holder thereof that is not a "resident" as defined in
section 1 of the Income Tax Act. An income tax liability may arise for such non-resident holder should the Ordinary Shares, ADSs and/or Rights to Purchase Ordinary Shares so disposed
of:
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constitute any interest or right of whatever nature of such holder to or in immovable property as contemplated in paragraph 2 of the
Eighth Schedule to the Income Tax Act and that property is situated in South Africa; or
-
-
be attributable to a South African permanent establishment of such holder.
Prospective
holders of Ordinary Shares, ADSs and/or Rights to Purchase Ordinary Shares are advised to consult their own professional advisers as to whether a disposal of any Ordinary
Shares, ADSs and/or Rights to Purchase Ordinary Shares will result in a liability to income tax.
Section 24JB
of the Income Tax Act deals with the taxation of "financial assets" and "financial liabilities" of "covered persons" as defined in section 24JB. If
section 24JB applies to the Ordinary Shares, ADSs and/or Rights to Purchase Ordinary Shares, the tax treatment of the acquisition, holding and/or disposal of the Ordinary Shares, ADSs and/or
Rights to Purchase Ordinary Shares will differ
8
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from
what is set out above. Prospective holders of Ordinary Shares, ADSs and/or Rights to Purchase Ordinary Shares are advised to consult their own professional advisers to ascertain whether the
abovementioned provisions may apply to them.
Capital Gains Tax
Capital gains tax under the Eighth Schedule to the Income Tax Act will not be levied in relation to any Ordinary Shares, ADSs and/or Rights to
Purchase Ordinary Shares disposed of by a person who is not a "resident" as defined in section 1 of the Income Tax Act unless the Ordinary Shares, ADSs and/or Rights to Purchase Ordinary Shares
disposed of:
-
-
constitute any interest or right of whatever nature of such holder to or in immovable property (as such term is defined in
paragraph 2(2) of the Eighth Schedule to the Income Tax Act) situated in South Africa; or
-
-
is/are effectively connected to a South African permanent establishment of such holder.
The
capital gains tax provisions would not apply to the extent that the holder of any Ordinary Shares, ADSs and/or Rights to Purchase Ordinary Shares constitutes a "covered person" as
defined in section 24JB of the Income Tax Act and section 24JB applies to any such Ordinary Shares, ADSs and/or Rights to Purchase Ordinary Shares.
Prospective
holders of Ordinary Shares, ADSs and/or Rights to Purchase Ordinary Shares are advised to consult their own professional advisers as to whether a disposal of any Ordinary
Shares, ADSs and/or Rights to Purchase Ordinary Shares will result in a liability to capital gains tax.
Securities Transfer Tax (STT)
No STT is payable on the issue of Ordinary Shares under the STT Act, No. 25 of 2007 ("STT Act"), since such issue will not constitute a
"transfer" as defined in the STT Act.
STT
will be payable on the transfer, cancellation or redemption of Ordinary Shares at the rate of 0.25% of the "taxable amount" of such Ordinary Shares as determined in terms of the STT
Act. The manner in which the transfer of ownership of the Ordinary Shares is effected would determine the quantification of the "taxable amount" as well as which person is liable for payment of the
STT. The STT Act provides that the person who has made payment of STT may recover such amount from the person to whom the security is transferred.
The
delivery to an ADS holder of any deposited Ordinary Shares subsequent to the surrender by such a holder of ADSs for purposes of the withdrawal of the deposited Ordinary Shares
represented thereby will be subject to STT at the rate of 0.25% of the "taxable amount" of such Ordinary Shares as determined in terms of the STT Act. The manner in which the transfer of ownership of
the Ordinary Shares is effected would determine the quantification of the "taxable amount" as well as which person is liable for payment of the STT. The STT Act provides that the person who has made
payment of STT may recover such amount from the person to whom the security is transferred.
Prospective
holders of Ordinary Shares, ADSs and/or Rights to Purchase Ordinary Shares are advised to consult their own professional advisers as to whether the issue, transfer,
cancellation, redemption, disposal or any other change of beneficial ownership of any Ordinary Shares, ADSs and/or Rights to Purchase Ordinary Shares will result in a liability to STT.
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Value-Added Tax (VAT)
No VAT is payable on the issue or transfer of Ordinary Shares. Ordinary Shares constitute "equity securities" as defined in
section 2(2)(iv) of the Value-Added Tax Act, No. 89 of 1991 ("VAT Act"). The issue, allotment or transfer of ownership of an equity security is a financial service, which is exempt from
VAT in terms of section 2(1)(d) read with section 12(a) of the VAT Act. Where financial services as contemplated in section 2 are however rendered to non-residents who are not in
South Africa at the time the services are rendered, such services may be subject to VAT at the zero rate in terms of section 11(2)(l) of the VAT Act. Commissions, fees or similar charges raised
for the issue, allotment or transfer of equity securities will however be subject to VAT at the standard rate (currently 14%), except where the recipient is a non-resident in which case such
commissions, fees or similar charges may be subject to VAT at the zero rate as contemplated above. Prospective holders of Ordinary Shares are advised to consult their own professional advisers as to
whether commissions, fees or similar charges raised for the facilitation of the issue, allotment, drawing, acceptance, endorsement or transfer of ownership of Ordinary Shares will result in a
liability to VAT.
The
issue or transfer of the ADSs by a US depository, as the issuer thereof, should not give rise to any South African VAT implications. Similarly, on the basis that the US depository is
not a South African VAT vendor, and that the issuing of the ADSs falls outside the scope of South African VAT, any commissions, fees or similar charges raised in respect of the issuing of the ADSs
should not give rise to any South African VAT implications. A subsequent transfer of an ADS by a non-resident holder of such ADS, should also not give rise to any South African VAT implications.
The
granting of an option constitutes a financial service which is exempt from VAT in terms of section 2(1)(k) read with section 12(a) of the VAT Act. Thus, where
prospective holders are issued Rights to Purchase Ordinary Shares, the issue thereof will be exempt from VAT. Where such financial services are however rendered to non-residents who are not in South
Africa at the time the services are rendered, such services may be subject to VAT at the zero rate in terms of section 11(2)(l) of the VAT Act.
Where
the holder of a Right to Purchase Ordinary Shares subsequently exercises such right to purchase Ordinary Shares, the supply is deemed to be a separate supply at the open market
value thereof. The VAT treatment of the issue or transfer of the Ordinary Shares, as discussed above, will then apply.
Prospective
holders of Ordinary Shares, ADSs and/or Rights to Purchase Ordinary Shares are advised to consult their own professional advisers as to whether the issue, transfer,
cancellation, redemption or disposal in any other manner of any Ordinary Shares, ADSs and/or Rights to Purchase Ordinary Shares will result in a liability to VAT.
PLAN OF DISTRIBUTION
The offered securities may be sold, and the underwriters may resell these offered securities, directly or through agents in one or more
transactions, including negotiated transactions, at a fixed public offering price or prices, which may be changed, or at market prices prevailing at the time of sale, at prices related to prevailing
market prices or at negotiated prices. The offered securities may be sold in portions outside the United States at an offering price and on terms specified in the applicable prospectus supplement
relating to a particular issue of these offered securities. Without limiting the generality of the foregoing, any one or more of the following methods may be used when selling the offered
securities:
-
-
ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;
-
-
block trades in which the broker-dealer will attempt to sell the securities as agent but may position and resell a portion of the block as
principal to facilitate the transaction;
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-
-
purchases by a broker-dealer as principal and resale by the broker-dealer for its account;
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-
an exchange distribution in accordance with the rules of the applicable exchange;
-
-
privately negotiated transactions;
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settlement of short sales entered into after the date of this prospectus;
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-
sales in which broker-dealers agree with us or a selling securityholder to sell a specified number of securities at a stipulated price per
security;
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-
through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;
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-
by pledge to secure debts or other obligations;
-
-
by an underwritten public offering;
-
-
in a combination of any of the above; or
-
-
any other method permitted pursuant to applicable law.
In
addition, the offered securities may be sold by way of exercise of rights granted pro rata to our existing shareholders.
The
offered securities may also be sold short and securities covered by this prospectus may be delivered to close out such short positions, or the securities may be loaned or pledged to
broker-dealers that in turn may sell them. Options, swaps, derivatives or other transactions may be entered into with broker-dealers or other financial institutions which require the delivery to such
broker-dealer or other financial institution of the offered securities and ordinary shares, respectively, which securities such broker-dealer or other financial institution may resell pursuant to this
prospectus (as supplemented or amended to reflect such transaction).
Any
underwriters or agents will be identified and their compensation described in the applicable prospectus supplement.
In
connection with the sale of offered securities, the underwriters or agents may receive compensation from us, a selling securityholder or from purchasers of the offered securities for
whom they may act as agents. The underwriters may sell offered securities to or through dealers, who may also receive
compensation from the underwriters or from purchasers of the offered securities for whom they may act as agents. Compensation may be in the form of discounts, concessions or commissions. Underwriters,
dealers and agents that participate in the distribution of the offered securities may be deemed to be underwriters as defined in the Securities Act, and any discounts or commissions received by them
from us or a selling securityholder and any profit on the resale of the offered securities by them may be treated as underwriting discounts and commissions under the Securities Act.
We
or a selling securityholder may enter into agreements that will entitle the underwriters, dealers and agents to indemnification by us or a selling securityholder against and
contribution toward certain liabilities, including liabilities under the Securities Act.
Certain
underwriters, dealers and agents and their associates may be customers of, engage in transactions with or perform commercial banking, investment banking, advisory or other
services for a selling securityholder or us, including our subsidiaries, in the ordinary course of their business.
If
so indicated in the applicable prospectus supplement relating to a particular issue of offered securities, the underwriters, dealers or agents will be authorized to solicit offers by
certain institutions to purchase the offered securities under delayed delivery contracts providing for payment and delivery at a future date. These contracts will be subject only to those conditions
set forth in the applicable
11
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prospectus
supplement, and the prospectus supplement will set forth the commission payable for solicitation of these contracts.
We
will advise any selling securityholder that while it is engaged in a distribution of the offered securities, it is required to comply with Regulation M promulgated under the
Exchange Act ("Regulation M"). With limited exceptions, Regulation M precludes a selling securityholder, any affiliated purchasers and any broker-dealer or other person who participates
in the distribution from bidding for or purchasing, or attempting to induce any person to bid for or purchase, any security which is the subject of the distribution until the entire distribution is
complete. All of the foregoing might affect the marketability of the offered securities.
LEGAL MATTERS
Certain legal matters with respect to South African law will be passed upon for us by our South African counsel, Edward Nathan
Sonnenbergs Inc. Certain legal matters with respect to United States and New York law will be passed upon for us by Linklaters LLP.
EXPERTS
The
consolidated financial statements of Sibanye Gold Limited and its subsidiaries as of December 31, 2016, 2015 and 2014 and for each of the years then ended and management's
assessment of the effectiveness of internal control over financial reporting as of December 31, 2016 have been incorporated by reference herein, and in the registration statement in reliance
upon the report of KPMG Inc., independent registered public accounting firm, incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing.
The
consolidated financial statements of Aquarius as of June 30, 2015 and 2014 and for each of the years in the three-year period ended June 30, 2015, appearing in Sibanye
Gold Limited's Report on Form 6-K dated April 17, 2017, have been audited by Ernst & Young, independent auditors, as set forth in their report thereon, included therein, and
incorporated herein by reference in reliance upon such report given on the authority of such firm as experts in accounting and auditing.
The
abbreviated financial statements of the Rustenburg Operations as of and for the years ended December 31, 2015, 2014 and 2013 incorporated by reference in this Prospectus have
been audited by Deloitte & Touche, independent auditors, as stated in their report incorporated by reference herein and are included in reliance upon the report of such firm given their
authority as experts in accounting and auditing.
The
consolidated financial statements of Stillwater as of December 31, 2016 and 2015 and for each of the years in the three-year period ended December 31, 2016 have been
incorporated by reference herein and in the registration statement in reliance upon the report of KPMG LLP, independent registered public accounting firm, incorporated by reference herein, and
upon the authority of said firm as experts in accounting and auditing.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 8. Indemnification of Directors and Officers
The Memorandum of Incorporation ("MOI") of Sibanye Gold Limited provides that, subject to the provisions of the South African Companies Act
No.71 of 2008 (the "2008 Companies Act"), Sibanye Gold Limited may purchase insurance to protect its directors, former directors, alternate directors, prescribed officers, and members of committees of
the board of directors against any liability or expense for which Sibanye Gold Limited is permitted to indemnify its directors, former directors, alternate directors, prescribed officers, and members
of committees of the board of directors (as detailed in the MOI), which includes:
-
i)
-
defending
any litigation in any proceedings arising out of his or her service to Sibanye Gold Limited; or
-
ii)
-
certain
liabilities and expenses, as detailed in the MOI.
Under
the 2008 Companies Act, a company may not indemnify a director or officer in respect of any liability for any loss, damages or costs arising as a direct or indirect consequence
of:
-
-
the director or officer having acted in the name of the company, signed anything on behalf of the company, or purported to bind the company or
authorize the taking of any action by or on behalf of the company, despite knowing that he or she lacked the authority to do so;
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-
the director or officer having acquiesced in the carrying on of the company's business despite knowing that it was being conducted recklessly,
with gross negligence, with intent to defraud any person or for any fraudulent purposes;
-
-
the director or officer having been a party to an act or omission by the company despite knowing that the act or omission was calculated to
defraud a creditor, employee or shareholder of the company, or had another fraudulent purpose; or
-
-
willful misconduct or willful breach of trust on the part of the director or officer, and
a
company may not indemnify a director in respect of any fine that may be imposed on a director as a consequence of that director having been convicted of an offense, unless the conviction was based
on strict liability.
A
company may claim reimbursement from any director or officer of the company for any money paid directly or indirectly to or on behalf of such director or officer in any manner
inconsistent with the provisions of section 78 of the 2008 Companies Act.
The
2008 Companies Act provides that, except to the extent that the company's MOI disallows it, a company may purchase insurance to protect a director or officer against any liability or
expense for which the company may indemnify a director or officer and any expenses that the company is permitted to advance to a director or officer.
Sibanye
Gold Limited has purchased directors' and officers' liability insurance coverage for its directors and officers and those of its subsidiaries.
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Item 9. Exhibits
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Exhibit
No.
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Name of Document
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Method of Filing
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1.1
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Form of underwriting agreement for equity securities of Sibanye Gold Limited
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To be filed by amendment or incorporated by reference to a subsequently filed Report on Form 6-K
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4.1
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Form of subscription agreement to exercise rights to purchase ordinary shares
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To be filed by amendment or incorporated by reference to a subsequently filed Report on Form 6-K
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4.2
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Form of rights certificate to purchase ordinary shares
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To be filed by amendment or incorporated by reference to a subsequently filed Report on Form 6-K
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5.1
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Opinion of Edward Nathan Sonnenbergs Inc., South African counsel
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Filed herewith
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23.1
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Consent of KPMG Inc., independent registered public accounting firm
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Filed herewith
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23.2
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Consent of Ernst & Young, independent auditors
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Filed herewith
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23.3
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Consent of Deloitte & Touche, independent auditors
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Filed herewith
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23.4
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Consent KPMG LLP, independent registered public accounting firm
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Filed herewith
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23.5
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Consent of Edward Nathan Sonnenbergs Inc.
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Included as part of Exhibit 5.1
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24.1
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Powers of Attorney of the registrant
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Included on the signature pages
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Item 10. Undertakings
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(a)
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The
undersigned registrant hereby undertakes:
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(1)
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To
file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
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(i)
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To
include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
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(ii)
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To
reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in
the volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a
20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; and
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(iii)
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To
include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such
information in the registration statement;
provided
,
however
, that paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) of this section do not
apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by such
II-2
Table of Contents
-
(2)
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That,
for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial
bona fide
offering thereof.
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(3)
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To
remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
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(4)
-
To
file a post-effective amendment to the registration statement to include any financial statements required by Item 8.A. of Form 20-F at the
start of any delayed offering or throughout a continuous offering. Financial statements and information otherwise required by Section 10(a)(3) of the Securities Act of 1933 need not be
furnished, provided, that the registrant includes in the prospectus, by means of a post-effective amendment, financial statements required pursuant to this paragraph (a)(4) and other
information necessary to ensure that all other information in the prospectus is at least as current as the date of those financial statements. Notwithstanding the foregoing, with respect to
registration statements on Form F-3, a post-effective amendment need not be filed to include financial statements and information required by Section 10(a)(3) of the Securities Act of
1933 or Rule 3-19 if such financial statements and information are contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the Form F-3.
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(5)
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That,
for the purpose of determining liability under the Securities Act of 1933 to any purchaser:
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(A)
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Each
prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed
prospectus was deemed part of and included in the registration statement; and
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(B)
-
Each
prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B
relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act of 1933
shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of
sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date
shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities
at that time shall be deemed to be the initial
bona fide
offering thereof. Provided, however, that no statement made in a registration statement or
prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the
registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus
that was part of the registration statement or made in any such document immediately prior to such effective date.
II-3
Table of Contents
-
(6)
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That,
for the purpose of determining liability of such registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities:
The
undersigned registrant undertakes that in a primary offering of securities pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the
purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, undersigned registrant will be a seller to the purchaser and will be considered to
offer or sell such securities to such purchaser:
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(i)
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Any
preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
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(ii)
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Any
free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
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(iii)
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The
portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities
provided by or on behalf of the undersigned registrant; and
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(iv)
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Any
other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
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(b)
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The
undersigned registrant hereby undertakes that for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual
reports pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial
bona fide
offering thereof.
-
(c)
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The
undersigned registrant hereby undertakes to supplement the prospectus, after the expiration of the subscription period, to set forth the results of the
subscription offer, the transactions by the underwriters during the subscription period, the amount of unsubscribed securities to be purchased by the underwriters, and the terms of any subsequent
reoffering thereof. If any public offering by the underwriters is to be made on terms differing from those set forth on the cover page of the prospectus, a post-effective amendment will be filed to
set forth the terms of such offering.
-
(d)
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Insofar
as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant
pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities
Act of 1933, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by such registrant of expenses incurred or paid by a
director, officer or controlling person of such registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with
the securities being registered, such registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.
-
(e)
-
The
undersigned registrant hereby undertakes that:
-
(1)
-
For
purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration
statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be
deemed to be part of this registration statement as of the time it was declared effective.
II-4
Table of Contents
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(2)
-
For
the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be
a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial
bona
fide
offering thereof.
II-5
Table of Contents
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant, Sibanye Gold Limited, a corporation incorporated and existing under
the laws of the Republic of South Africa, certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this
Form F-3 registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Libanon, South Africa on the 17
th
day of April, 2017.
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SIBANYE GOLD LIMITED
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By:
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/s/ NEAL FRONEMAN
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Name:
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Neal Froneman
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Title:
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Chief Executive Officer
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POWER OF ATTORNEY
Each of the undersigned do hereby constitute and appoint Neal Froneman, Charl Keyter and Cain Farrel and each of them, individually, his or her
true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, in his or her name, place and stead, in any and all capacities (including his capacity as a director
and/or officer of the registrant), to sign any and all amendments and post-effective amendments and supplements to this registration statement, and including any registration statement for the same
offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act, and to file the same, with all exhibits thereto and other documents in connection therewith, with
the SEC, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or his substitute, may
lawfully do or cause to be done by virtue hereof.
Pursuant
to the requirements of the Securities Act of 1933, this Form F-3 registration statement has been signed by the following persons in the capacities and on the date
indicated.
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By:
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/s/ NEAL FRONEMAN
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Name:
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Neal Froneman
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Title:
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Chief Executive Officer and Director
(Principal Executive Officer)
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Date:
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April 17, 2017
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By:
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/s/ CHARL KEYTER
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Name:
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Charl Keyter
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Title:
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Chief Financial Officer and Director
(Principal Financial Officer)
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Date:
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April 17, 2017
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By:
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Name:
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Sello Moloko
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Title:
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Chairman and Non-Executive Director
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Date:
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II-6
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By:
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/s/ CHRISTOPHER CHADWICK
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Name:
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Christopher Chadwick
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Title:
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Non-Executive Director
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Date:
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April 17, 2017
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By:
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Name:
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Robert Chan
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Title:
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Non-Executive Director
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Date:
|
|
|
|
|
By:
|
|
/s/ TIMOTHY CUMMING
|
|
|
|
|
Name:
|
|
Timothy Cumming
|
|
|
|
|
Title:
|
|
Non-Executive Director
|
|
|
|
|
Date:
|
|
April 17, 2017
|
|
|
By:
|
|
/s/ BARRY DAVISON
|
|
|
|
|
Name:
|
|
Barry Davison
|
|
|
|
|
Title:
|
|
Non-Executive Director
|
|
|
|
|
Date:
|
|
April 17, 2017
|
|
|
By:
|
|
/s/ RICHARD MENELL
|
|
|
|
|
Name:
|
|
Richard Menell
|
|
|
|
|
Title:
|
|
Non-Executive Director
|
|
|
|
|
Date:
|
|
April 17, 2017
|
|
|
By:
|
|
|
|
|
|
|
Name:
|
|
Nkosemntu Nika
|
|
|
|
|
Title:
|
|
Non-Executive Director
|
|
|
|
|
Date:
|
|
|
|
|
By:
|
|
/s/ KEITH RAYNER
|
|
|
|
|
Name:
|
|
Keith Rayner
|
|
|
|
|
Title:
|
|
Non-Executive Director
|
|
|
|
|
Date:
|
|
April 17, 2017
|
|
|
By:
|
|
/s/ JIYU YUAN
|
|
|
|
|
Name:
|
|
Jiyu Yuan
|
|
|
|
|
Title:
|
|
Non-Executive Director
|
|
|
|
|
Date:
|
|
April 17, 2017
|
|
|
II-7
Table of Contents
|
|
|
|
|
|
|
By:
|
|
/s/ SUSAN VAN DER MERWE
|
|
|
|
|
Name:
|
|
Susan van der Merwe
|
|
|
|
|
Title:
|
|
Non-Executive Director
|
|
|
|
|
Date:
|
|
April 17, 2017
|
|
|
By:
|
|
/s/ JERRY VILAKAZI
|
|
|
|
|
Name:
|
|
Jerry Vilakazi
|
|
|
|
|
Title:
|
|
Non-Executive Director
|
|
|
|
|
Date:
|
|
April 17, 2017
|
|
|
By:
|
|
/s/ DONALD J. PUGLISI
|
|
|
|
|
Name:
|
|
Donald J. Puglisi
|
|
|
|
|
Title:
|
|
Authorized Representative in the United
States
|
|
|
|
|
Date:
|
|
April 17, 2017
|
|
|
II-8
Table of Contents
EXHIBIT INDEX
|
|
|
|
|
|
Exhibit
No.
|
|
Name of Document
|
|
Method of Filing
|
|
1.1
|
|
Form of underwriting agreement for equity securities of Sibanye Gold Limited
|
|
To be filed by amendment or incorporated by reference to a subsequently filed Report on Form 6-K
|
|
4.1
|
|
Form of subscription agreement to exercise rights to purchase ordinary shares
|
|
To be filed by amendment or incorporated by reference to a subsequently filed Report on Form 6-K
|
|
4.2
|
|
Form of rights certificate to purchase ordinary shares
|
|
To be filed by amendment or incorporated by reference to a subsequently filed Report on Form 6-K
|
|
5.1
|
|
Opinion of Edward Nathan Sonnenbergs Inc., South African counsel
|
|
Filed herewith
|
|
23.1
|
|
Consent of KPMG Inc., independent registered public accounting firm
|
|
Filed herewith
|
|
23.2
|
|
Consent of Ernst & Young, independent auditors
|
|
Filed herewith
|
|
23.3
|
|
Consent of Deloitte & Touche, independent auditors
|
|
Filed herewith
|
|
23.4
|
|
Consent of KPMG LLP, independent registered public accounting firm
|
|
Filed herewith
|
|
23.5
|
|
Consent of Edward Nathan Sonnenbergs Inc.
|
|
Included as part of Exhibit 5.1
|
|
24.1
|
|
Powers of Attorney of the registrant
|
|
Included on the signature pages
|
II-9
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