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Re: nagoya1 post# 14096

Saturday, 09/17/2016 11:12:22 AM

Saturday, September 17, 2016 11:12:22 AM

Post# of 14330
Valid point 21+ business days...
if these GBGLF shares are still trading in mid-October; po$$bly?

Where exactly is-the Business-Rescue of SouthGold/Great-Basin-Gold or Puma-Gold; SEC Administrative Law Judge Jason S. Patil?



1. Introduction
Shareholders are referred to the Firm Intention announcement by Sibanye Gold to make
a cash offer to acquire the entire issued ordinary share capital of Witwatersrand Consolidated Gold Resources Limited (“Wits Gold”) for a consideration of R11.55 per Wits Gold share (“Proposed Transaction”), or a total consideration of approximately R407 million (“Total Consideration”), incorporating the Company’s cautionary announcement, which was jointly released by the Company and Wits Gold on SENS on 11 December 2013 and further cautionary announcements released on 28 January 2014 and 11 March 2014.

2. Southgold
Sibanye Gold wishes to advise that it has successfully concluded its detailed due diligence investigation in relation to Southgold Exploration Proprietary Limited (“Southgold”) and that it has taken the final decision to proceed with the acquisition of
Southgold subject to the implementation of the Proposed Transaction and the fulfilment
of certain outstanding conditions precedent listed below (the “Southgold Acquisition”).

Shareholders are referred to the Wits Gold announcement on 5 July 2013, where it was
announced that it had submitted a final binding offer (“the Offer”) to Mr Peter van den
Steen, the business rescue practitioner of Southgold, to acquire Southgold, the sole
owner of the Burnstone gold mine and assets (“Burnstone”) located in South Africa’s
Mpumalanga Province. The Offer was included in the business rescue plan that was
approved by creditors on 11 July 2013.

Summary of the key terms of the Offer: Wits Gold will acquire all of the issued share capital of Southgold together with all shareholder and inter-group loans against Southgold for a purchase price of R100;

··Reduction of Southgold total debt to US$177.3 million (“the Southgold Debt”) on the
following terms:oUpfront payment of US$7.25 million on transaction completion;

Back-ranked to new funding to be injected by Wits Gold and to be repaid
from the Burnstone mine’s free cash flow;oMoratorium on interest and capital repayments for 36 months from
transaction completion;

o SouthGold Debt attracts interest at LIBOR +4%;

o Option to settle outstanding balances at any time without penalty; and oSouthgold Debt ring-fenced to Southgold. ·Wits Gold to provide up to R 950 million of new funding by means of a loan (“Wits Gold Loan”),
over time, as working capital to support the production plan;

o Wits Gold Loan attracts interest at JIBAR +4%; o Wits Gold Loan to be repaid first: 90% free cash to Wits Gold Loan; 10% to Southgold Debt

o On settlement of the Wits Gold Loan and interest, Southgold Debt will be repaid from free cash flow: ··70% to Wits Gold : 30% to Southgold Debt.




https://www.sec.gov/Archives/edgar/data/1561694/000120561314000049/sibanye_osprey.htm

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