South African gold producer Sibanye-Stillwater (Sibanye) has received approval from the South African competition authorities in accordance with the Competition Act for the DRDGOLD transaction. This transaction will see Sibanye trading its surface gold resources into the partnership with DRDGOLD Ltd in return for a stake in the South African gold retreatment company.
Sibanye-Stillwater is to exchange selected assets for c. 265 million newly issued DRDGOLD shares and be granted a call option to subscribe for the option shares during the option period so as to attain a 50.1% shareholding in DRDGOLD.
The approval is subject to the following:
- Should Sibanye-Stillwater elect to exercise the call option within a period of 24 months from the approval date (being the date on which the competition authorities issued the requisite clearance certificate), Sibanye-Stillwater shall inform the Commission of its decision within 20 business days of exercising the call option.
- Should Sibanye-Stillwater elect to exercise the call option after a period of 24 months from the approval date, Sibanye-Stillwater shall notify the Commission of such exercise as a merger in terms of section 13A of the Competition Act (meaning that the competition authorities would consider the call option again).
The implementation of the transaction remains both subject to, and conditional on, inter alia, the approval of the transaction and passing of the required resolutions by DRDGOLD shareholders, of which the resolutions shall include a waiver of the obligation of Sibanye-Stillwater to make a mandatory offer to the remaining shareholders of DRDGOLD.
Sibanye-Stillwater shareholders will be advised in due course as to the fulfilment of all outstanding conditions precedent to the transaction. According to Sibanye-Stillwater, it is anticipated that the outstanding conditions will be fulfilled in 2Q18.