Sibanye Stillwater Limited ("Sibanye-Stillwater" or the "Group"), through its wholly-owned subsidiary, Stillwater Mining Company (the "Offeror"), announced today its offers to purchase for cash of its 4.000% Senior Notes due 2026 and 4.500% Senior No
Sibanye Stillwater Ltd. ("Sibanye-Stillwater" or the "Group"), through its wholly-owned subsidiary, Stillwater Mining Company (the "Offeror"), announced today its offers to purchase for cash the securities listed below (the "Offers"). The Offers are subject to the terms and conditions described in the offer to purchase dated 6 May 2026 (the "Offer to Purchase"). The Offer to Purchase can be obtained at the following website: https://deals.is.kroll.com/sibanye. Capitalised terms not otherwise defined in this announcement have the same meaning as assigned to them in the Offer to Purchase.
** 2026 Notes **
| Dollars per $1,000 Principal Amount of Notes(1) | |||||||||||||||||
| Title of Security | CUSIP | ISIN | Offer Type | Principal | Capped | Tender Offer | Early | Total Consideration | |||||||||
| 4.000% Senior | Regulation S - | Regulation S - | Any and | $675,000,000 | N/A | N/A | N/A | $1,000 | |||||||||
| 144A - | 144A - | ||||||||||||||||
| Note: | |||||||||||||||||
** Indicative Timetable (all times are NYC) **
Commencement Date: 6 May 2026
Any and All Expiration Date: 12 May 2026
Any and All Results Announcement Date: 13 May 2026
Any and All Guaranteed Delivery Expiration Date: 14 May 2026
Any and All Settlement Date: Expected to be 15 May 2026
| Dollars per $1,000 Principal Amount of Notes(2) | |||||||||||||||||
| Title of Security | CUSIP | ISIN | Offer | Principal | Capped | Tender Offer | Early | Total Consideration | |||||||||
| 4.500% Senior | Regulation S - | Regulation S - | Capped | $525,000,000 | $75,000,000 | $932.50 | $30.00 | $962.503 | |||||||||
| 144A - | 144A - | ||||||||||||||||
| Notes: | |||||||||||||||||
** Indicative Timetable (all times are NYC) **
Commencement Date: 6 May 2026
Early Tender Date: 19 May 2026
Capped Tender Offer Early Results Announcement Date: 20 May 2026
Capped Tender Offer Early Results Settlement Date: 22 May 2026
Capped Tender Offer Expiration Date: 4 June 2026
Capped Tender Offer Results Announcement Date: As soon as practicable thereafter
Capped Tender Offer Settlement Date: Expected to be 8 June 2026
** Purpose of the Offer **
The purpose of the Tender Offers is to purchase a portion of the Notes, subject to the Capped Maximum Amount in the case of the 2029 Notes, in order to reduce Sibanye-Stillwater's gross debt. Notes purchased in the Tender Offers will be retired and cancelled.
** Financing Condition **
Sibanye-Stillwater UK Financing Plc, a wholly-owned subsidiary of Sibanye-Stillwater, further intends, subject to market conditions, to issue new U.S. dollar-denominated notes (the "New Notes"), with the Tender Offers expected to be funded in part by the New Notes. Acceptance for purchase of any Notes validly tendered in the Tender Offers, and the completion of the Tender Offers, are subject, without limitation, to the successful completion (in the sole and absolute determination of Stillwater) of the issuance of the New Notes (the "Financing Condition").
** Priority Allocation **
Allocations in the Debt Financing will be determined by Sibanye-Stillwater UK Financing Plc, the Group and the Initial Purchasers (as defined in the preliminary offering memorandum dated as of the date hereof) in their sole discretion based on a number of different factors, which may include an assessment of an investor's long-term interest in owning Sibanye-Stillwater UK Financing Plc's debt securities and the size and timing of such investor's indication of interest in the Debt Financing and in the Tender Offers. However, neither the Offeror nor the Dealer Managers (as set out below) are obligated to consider participation in the Tender Offers in making an allocation determination with respect to any particular investor.
This announcement must be read in conjunction with the Offer to Purchase. This announcement and the Offer to Purchase contain important information which should be read carefully before any decision is made with respect to the Offers.
** Dealer Managers **
Merrill Lynch International at +44 20 7996 5420 or +1 (888) 292-0070 or by email to DG.LM-EMEA@bofa.com (Attention: Liability Management Group); Mizuho International plc at +34 91 790 7559 or by email to liabilitymanagement@uk.mizuho-sc.com (Attention: Liability management), Morgan Stanley & Co. International plc at +44 20 7677 5040 or by email to liabilitymanagementeurope@morganstanley.com (Attention: Liability Management Team, Global Capital Markets), Rand Merchant Bank, a division of FirstRand Bank Limited (London Branch) by email to dlrmblondcmlm@rmb.co.uk (Attention: Liability Management), and to RBC Capital Markets, LLC at +44 20 7029 0113, +1 212 618 7843, or +1 877 381 2099 or by email to liability.management@rbccm.com.
** Tender Agent **
Kroll Issuer Services Limited: 44 20 7704 0880 or by email to sibanye@is.kroll.com, Attention: David Shilson.
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SOURCE Sibanye Stillwater Company
