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Stillwater Form 6K

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Stillwater Form 6K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 Dated April 17, 2017 Commission File Number 001-35785 Sibanye Gold Limited (Translation of Registrant’s name into English) Libanon Business Park 1 Hospital Street (off Cedar Avenue) Libanon, Westonaria, 1780 South Africa (Address of principal executive offices) Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F: Form 20-F " Form 40-F Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): " Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): " Sibanye Gold Limited is filing this Report on Form 6-K. Table of Contents TABLE OF CONTENTS Page PRESENTATION AND INCORPORATION BY REFERENCE OF FINANCIAL INFORMATION AND OTHER DATA 3 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION 5 CONSOLIDATED FINANCIAL STATEMENTS — AQUARIUS 13 ABBREVIATED FINANCIAL STATEMENTS — RUSTENBURG OPERATIONS 105 2 Table of Contents PRESENTATION AND INCORPORATION BY REFERENCE OF FINANCIAL INFORMATION AND OTHER DATA On 6 October 2015 Sibanye Gold Limited (“Sibanye”) announced a cash offer of US$0.195 per share for the entire issued share capital of Aquarius Platinum Limited (“Aquarius”) (the “Aquarius Transaction”), valuing Aquarius at US$294 million. The transaction was subject to the fulfilment of various conditions precedent which were completed on 12 April 2016, when Sibanye paid R4,301.5 million to the Aquarius shareholders and obtained control (100%) of Aquarius. On 9 September 2015, Sibanye announced that it had entered into written agreements with Rustenburg Platinum Mines Limited (“RPM”), a wholly owned subsidiary of Anglo American Platinum to acquire the Bathopele, Siphumelele (including Khomanani), and 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, including normalised levels of working capital (the “Rustenburg Operations”) (the “Rustenburg Operations Transaction”). The purchase consideration comprises an upfront payment of R1.5 billion at the closing of the Rustenburg Operations Transaction (“Closing”) and a deferred payment calculated as being equal to 35% of the distributable free cash flow generated by the Rustenburg Operations over a six year period from the later of Closing or 1 January 2017 (“Deferred Payment”), subject to a minimum payment of R3.0 billion. In addition to the Deferred Payment, which allows for a favourable extended payment period; should the Rustenburg Operations generate negative distributable free cash flows in either 2016, 2017 or 2018, RPM will be required to pay up to R267 million per annum to ensure that the free cash flow for the relevant year is equal to zero. On 19 October 2016, Sibanye obtained consent in terms of section 11 of the Mineral and Petroleum Resources Development Act for the transfer of the mining right and prospecting right pursuant to the Rustenburg Operations Transaction, and control of the Rustenburg Operations on this date. On 9 December 2016 Sibanye entered into a definitive agreement to acquire all of the outstanding common stock of Stillwater Mining Company (“Stillwater”) for US$18.00 per share, or US$2,200 million (approximately R30 billion) in cash (the “Stillwater Transaction”). We are filing herewith the financial information of Aquarius and the Rustenburg Operations as well as the unaudited pro forma condensed combined financial information to illustrate the effects of each of the completed acquisitions of Aquarius, the Rustenburg Operations and pending acquisition of Stillwater. The unaudited pro forma condensed consolidated financial information was prepared in accordance with Article 11 of Regulation S- X. The unaudited pro forma adjustments reflecting the anticipated transaction have been prepared in accordance with business combination accounting guidance as provided in IFRS 3 Business Combinations and reflect the preliminary allocation of the purchase price to the acquired assets and liabilities based upon a preliminary estimate of fair values, using available information and the assumptions set forth in the notes to the unaudited pro forma condensed consolidated financial statements. Financial Information of Aquarius The consolidated financial statements of Aquarius and its subsidiaries are prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”). The consolidated financial statements comprise the accounts of Aquarius and its controlled subsidiaries, after the elimination of all material intercompany balances and transactions. Aquarius has prepared the consolidated financial statements as at 30 June 2015 and 2014, and for the years ended 30 June 2015, 2014 and 2013, included elsewhere in this Form 6-K, in accordance with IFRS as issued by the IASB, and audited by its independent auditors, and the unaudited consolidated financial statements as at and for the six months ended 31 December 2015 and 2014, included elsewhere in this Form 6-K, in accordance with the framework concepts and the measurement and recognition requirements of IFRS as issued by the IASB and, as a minimum, contain the information required by International Auditing Standards 34 Interim Financial Reporting (“IAS 34”). Sibanye’s acquisition of Aquarius was completed on 12 April 2016 and the financial information relating to Aquarius has been consolidated into Sibanye’s consolidated financial information since that date. Financial Information of the Rustenburg Operations RPM has prepared the abbreviated financial statements as at and for the six months ended 30 June 2016, included elsewhere in this Form 6-K, in accordance with IAS 34, and the abbreviated financial statements as at and for the fiscal years ended 31 December 2015, 2014 and 2013, included elsewhere in this Form 6-K, in accordance with IFRS as issued by the IASB, and audited by its independent auditors. The abbreviated financial statements have been derived from the operating activities directly attributed to the Rustenburg Operations that have been disposed of to Sibanye from RPM’s books and records. On 19 October 2016, Sibanye obtained consent in terms of section 11 of the Mineral and Petroleum Resources Development Act for the transfer of the mining right and prospecting right pursuant to the Rustenburg Operations Transaction, and control of the Rustenburg Operations on this date. The effective date of the implementation of the transaction was 1 November 2016, when Sibanye took over legal ownership and management of the Rustenburg Operations. Financial Information of Sibanye Sibanye incorporates by reference in this Form 6-K the section entitled “Annual Financial Report–Annual Financial Statements” from its annual report on Form 20-F, filed with the SEC on 7 April 2017 (File No. 1-35785). Sibanye’s consolidated financial statements as of 31 December 2016, 2015 and 2014, and for each of the years then ended, incorporated by reference in this Form 6-K, have been prepared in accordance with IFRS as issued by the IASB, and audited by its independent registered public accounting firm. Financial Information of Stillwater Sibanye incorporates by reference in this Form 6-K the section entitled “Item 8: Consolidated Financial Statements and Supplementary Data” from Stillwater’s annual report on Form 10-K filed with the SEC on 16 February 2017 (File No. 1-13053): Stillwater’s consolidated financial statements as of 31 December 2016 and 2015, and for the each of the years in the three-year period ended 31 December 2016 have been prepared in accordance with U.S. GAAP and audited by its independent registered public accounting firm. Any statement contained in a document which is deemed to be incorporated by reference herein shall be deemed to be modified or superseded for the purposes of this Form 6-K to the extent that a statement contained herein (or in a later document which is incorporated by reference herein) modifies or supersedes such earlier statement (whether expressly, by implication or otherwise). Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Form 6-K. 3 Table of Contents Unaudited Pro Forma Condensed Combined Financial Information The unaudited pro forma condensed combined financial information for Sibanye set out in this report has been prepared to illustrate the effects of each of the acquisitions of Aquarius, the Rustenburg Operations and the pending acquisition of Stillwater as if they each had occurred on 1 January 2016 for the unaudited pro forma condensed combined income statement for the year ended 31 December 2016 and the effect of the pending acquisition of Stillwater as if it had occurred on 31 December 2016 for the unaudited pro forma condensed combined statement of financial position as at 31 December 2016. The unaudited pro forma condensed combined financial information has been prepared for illustrative purposes only and, because of its nature, addresses a hypothetical situation and does not reflect our actual financial position or results of operations or cash flows in any period, including future periods. The unaudited pro forma adjustments and unaudited consolidated pro forma financial data set out in this report are based on available information and certain assumptions and estimates that Sibanye believes are reasonable and may differ from actual adjusted amounts. A final determination of the fair value of the assets and liabilities of the Rustenburg Operations and Stillwater that have been or will be acquired in the acquisitions, will be based on the actual net tangible and intangible assets of these businesses that have been or will be acquired in the acquisitions that existed as of the date of completion of the applicable acquisition.
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