Sibanye-Stillwater announces the launch of tender offers to reduce debt

The Group will fund the repurchase from existing cash resources, including the US$500 million advance proceeds of its recently concluded streaming transaction with Wheaton Precious Metals International Ltd.

The US$400 million tender offer, will allow Sibanye-Stillwater to repurchase and retire approximately 31% of its long term debt financing instruments (a nominal value of approximately US$432 million of the total US$1,500 million issued nominal value), thereby reducing annual interest costs by approximately US$26 million (approximately R378 million at R14.70/US$).

Neal Froneman CEO of Sibanye-Stillwater commented: “We are pleased to launch the tender process to repurchase our medium term corporate and convertible bonds, utilising the proceeds of the competitively priced stream financing we recently concluded. The repurchase of these instruments creates immediate value and will meaningfully reduce annual finance expenses and repayment obligations associated with our debt, consistent with delivery against our strategic goals.”

Up to US$350 million (including accrued interest) will be applied to the repurchase of Stillwater Mining Company’s 6.125% bond Notes due 27 June 2022 (the 2022 Notes) and 7.125% bond Notes due 27 June 2025 (the 2025 Notes), with approximately US$50 million (including accrued interest) applied to the repurchase of Sibanye Stillwater’s 1.875% Guaranteed Unsecured Convertible Bonds (due 26 September 2023)(the Convertible Bonds). Each Offer is being conducted on the basis of a separate “Modified Dutch Auction Procedure”, on the further terms and conditions contained in the applicable tender announcements, which will be sent to holders of the Convertible Bonds and/or the 2022 and 2025 Notes, as the case may be. The bond Notes are currently listed on the Irish Stock Exchange while the Convertible Bonds are listed on the Frankfurt Stock Exchange.

The Group has retained Barclays Capital Inc. and Absa Bank Limited to act as International Dealer Managers and D.F. King to act as Information and Tender Agent in connection with the Note Offers, and Barclays Bank PLC. and Absa Bank Limited to act as International Dealer Managers in connection with the Convertible Bond Offer.

This announcement does not contain the full terms and conditions of the Offers, which are contained, in respect of the Notes Offers, in the offer to purchase dated September 4, 2018 and, in the case of the Convertible Bond Offer, in the invitation term sheet dated September 4 2018 (as each may be amended or supplemented from time to time, together the Offer Documents), and is subject to the offer restrictions more fully described below. Each relevant Offer Document is expected to be distributed to holders of the Notes and/or the Convertible Bonds beginning today. For the full terms and filings made to the relevant exchanges where these debt instruments are trading, please refer to:

1. 2022 and 2025 Notes – https://www.sibanyestillwater.com/… 2018/item/360-high-yield-bond

2. Convertible Bonds – https://www.sibanyestillwater.com/… 2018/item/359-convertible-bond

Neither the Company, the International Dealer Managers nor the Information and Tender Agent makes any recommendation as to whether any holder of the Notes and/or Convertible Bonds should tender or refrain from tendering all or any portion of the principal amount of the Notes and/or Convertible Bonds held by them.

Capitalised terms used and not defined herein have the meanings ascribed to them in each relevant Offer Document.

Further announcements will be issued upon the closure of the tender processes of the bond Notes and Convertible Bonds.

OFFERS AND DISTRIBUTION RESTRICTIONS IN RESPECT OF THE CONVERTIBLE BOND OFFER

This announcement does not constitute an invitation to participate in the Convertible Bond Offer in any jurisdiction in which, or to any person to or from whom, it is unlawful to make such Convertible Bond Offer or for there to be such participation under applicable securities laws and regulations. The distribution of this announcement in certain jurisdictions may be restricted by laws and regulations. Persons into whose possession this announcement comes are required by each of Sibanye-Stillwater and the International Dealer Manager to inform themselves about and to observe any such restrictions.