Filing Details
- Accession Number:
- 0001104659-20-084352
- Form Type:
- 13D Filing
- Publication Date:
- 2020-07-17 10:33:57
- Filed By:
- Gold One South Africa (pty) Ltd
- Company:
- Sibanye Stillwater Limited (NYSE:SBSW)
- Filing Date:
- 2020-07-17
- SEC Url:
- 13D Filing
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Gold One South Africa SPV (RF) (Pty) Ltd | 0 | 304,839,447 | 0 | 304,839,447 | 304,839,447 | 11.40% |
| Gold One South Africa (Pty) Ltd | 0 | 304,839,447 | 0 | 304,839,447 | 304,839,447 | 11.40% |
| Gold One North Ltd | 0 | 304,839,447 | 0 | 304,839,447 | 304,839,447 | 11.40% |
| Gold One Group Ltd | 0 | 304,839,447 | 0 | 304,839,447 | 304,839,447 | 11.40% |
| Baiyin Precious Metals Investments Ltd | 0 | 312,541,215 | 0 | 312,541,215 | 312,541,215 | 11.68% |
| Baiyin Nonferrous Group Co., Ltd | 0 | 312,541,215 | 0 | 312,541,215 | 312,541,215 | 11.68% |
| Baiyin International Investment Ltd | 0 | 7,701,768 | 0 | 7,701,768 | 7,701,768 | 0.29% |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
SIBANYE GOLD LIMITED
(Name of Issuer)
Ordinary Shares (no par value)
(Title of Class of Securities)
S7627H100
(CUSIP Number)
Yin Linsheng
Gold One South Africa (Pty) Ltd.
Postnet Suite 415
Private Bag X75
Bryanston
Gauteng 2021, South Africa
+27 87 255 6900
With a copy to:
Chloe Xu and Jerry Li
Baiyin International Investment Ltd.
1701, E2 Oriental Plaza,
No.1 East Changan Ave,
Beijing, China
100738
+86 10 85181103
July 13, 2020
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 1(f) or 1(g), check the following box. o
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
SCHEDULE 13D
CUSIP No. S7627H100
| 1. |
| Names of Reporting Persons.
Gold One South Africa SPV (RF) (Pty) Ltd. | ||||
| 2. |
| Check the Appropriate Box if a Member of a Group (See Instructions). (a) o (b) o | ||||
| 3. |
| SEC Use Only
| ||||
| 4. |
| Source of Funds (See Instructions)
AF | ||||
| 5. |
| Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
| ||||
| 6. |
| Citizenship or Place of Organization
South Africa | ||||
| Number of Shares Beneficially Owned by Each Reporting Person With |
| 7. |
| Sole Voting Power
0 | ||
|
| 8. |
| Shared Voting Power
304,839,447 | |||
|
| 9. |
| Sole Dispositive Power
0 | |||
|
| 10. |
| Shared Dispositive Power
304,839,447 | |||
| 11. |
| Aggregate Amount Beneficially Owned by Each Reporting Person
304,839,447 | ||||
| 12. |
| Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o
| ||||
| 13. |
| Percent of Class Represented by Amount in Row (11)
11.40%(1) | ||||
| 14. |
| Type of Reporting Person (See Instructions)
CO | ||||
| (1) | Percentage calculated based on a total of 2,675,009,860 ordinary shares issued and outstanding as of March 31, 2020 as disclosed in the Issuers Operating and Financial Results for the first quarter ended March 31, 2020. |
2
CUSIP No. S7627H100
| 1. |
| Names of Reporting Persons.
Gold One South Africa (Pty) Ltd. | ||||
| 2. |
| Check the Appropriate Box if a Member of a Group (See Instructions). (a) o (b) o | ||||
| 3. |
| SEC Use Only
| ||||
| 4. |
| Source of Funds (See Instructions)
WC, OO | ||||
| 5. |
| Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
| ||||
| 6. |
| Citizenship or Place of Organization
South Africa | ||||
| Number of Shares Beneficially Owned by Each Reporting Person With |
| 7. |
| Sole Voting Power
0 | ||
|
| 8. |
| Shared Voting Power
304,839,447 | |||
|
| 9. |
| Sole Dispositive Power
0 | |||
|
| 10. |
| Shared Dispositive Power
304,839,447 | |||
| 11. |
| Aggregate Amount Beneficially Owned by Each Reporting Person
304,839,447 | ||||
| 12. |
| Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o
| ||||
| 13. |
| Percent of Class Represented by Amount in Row (11)
11.40%(1) | ||||
| 14. |
| Type of Reporting Person (See Instructions)
CO | ||||
| (1) | Percentage calculated based on a total of 2,675,009,860 ordinary shares issued and outstanding as of March 31, 2020 as disclosed in the Issuers Operating and Financial Results for the first quarter ended March 31, 2020. |
3
CUSIP No. S7627H100
| 1. |
| Names of Reporting Persons.
Gold One North Ltd. | ||||
| 2. |
| Check the Appropriate Box if a Member of a Group (See Instructions). (a) o (b) o | ||||
| 3. |
| SEC Use Only
| ||||
| 4. |
| Source of Funds (See Instructions)
AF | ||||
| 5. |
| Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
| ||||
| 6. |
| Citizenship or Place of Organization
Cyprus | ||||
| Number of Shares Beneficially Owned by Each Reporting Person With |
| 7. |
| Sole Voting Power
0 | ||
|
| 8. |
| Shared Voting Power
304,839,447 | |||
|
| 9. |
| Sole Dispositive Power
0 | |||
|
| 10. |
| Shared Dispositive Power
304,839,447 | |||
| 11. |
| Aggregate Amount Beneficially Owned by Each Reporting Person
304,839,447 | ||||
| 12. |
| Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o
| ||||
| 13. |
| Percent of Class Represented by Amount in Row (11)
11.40%(1) | ||||
| 14. |
| Type of Reporting Person (See Instructions)
CO | ||||
| (1) | Percentage calculated based on a total of 2,675,009,860 ordinary shares issued and outstanding as of March 31, 2020 as disclosed in the Issuers Operating and Financial Results for the first quarter ended March 31, 2020. |
4
CUSIP No. S7627H100
| 1. |
| Names of Reporting Persons.
Gold One Group Ltd. | ||||
| 2. |
| Check the Appropriate Box if a Member of a Group (See Instructions). (a) o (b) o | ||||
| 3. |
| SEC Use Only
| ||||
| 4. |
| Source of Funds (See Instructions)
AF | ||||
| 5. |
| Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
| ||||
| 6. |
| Citizenship or Place of Organization
Cayman Islands | ||||
| Number of Shares Beneficially Owned by Each Reporting Person With |
| 7. |
| Sole Voting Power
0 | ||
|
| 8. |
| Shared Voting Power
304,839,447 | |||
|
| 9. |
| Sole Dispositive Power
0 | |||
|
| 10. |
| Shared Dispositive Power
304,839,447 | |||
| 11. |
| Aggregate Amount Beneficially Owned by Each Reporting Person
304,839,447 | ||||
| 12. |
| Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o
| ||||
| 13. |
| Percent of Class Represented by Amount in Row (11)
11.40%(1) | ||||
| 14. |
| Type of Reporting Person (See Instructions)
CO | ||||
| (1) | Percentage calculated based on a total of 2,675,009,860 ordinary shares issued and outstanding as of March 31, 2020 as disclosed in the Issuers Operating and Financial Results for the first quarter ended March 31, 2020. |
5
CUSIP No. S7627H100
| 1. |
| Names of Reporting Persons.
Baiyin Precious Metals Investments Ltd. | ||||
| 2. |
| Check the Appropriate Box if a Member of a Group (See Instructions). (a) o (b) o | ||||
| 3. |
| SEC Use Only
| ||||
| 4. |
| Source of Funds (See Instructions)
AF | ||||
| 5. |
| Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
| ||||
| 6. |
| Citizenship or Place of Organization
British Virgin Islands | ||||
| Number of Shares Beneficially Owned by Each Reporting Person With |
| 7. |
| Sole Voting Power
0 | ||
|
| 8. |
| Shared Voting Power
312,541,215 (1) | |||
|
| 9. |
| Sole Dispositive Power
0 | |||
|
| 10. |
| Shared Dispositive Power
312,541,215 (1) | |||
| 11. |
| Aggregate Amount Beneficially Owned by Each Reporting Person
312,541,215 (1) | ||||
| 12. |
| Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o
| ||||
| 13. |
| Percent of Class Represented by Amount in Row (11)
11.68%(2) | ||||
| 14. |
| Type of Reporting Person (See Instructions)
CO | ||||
| (1) | Includes (i) 304,839,447 ordinary shares held by Gold One South Africa SPV (RF) (Pty) Ltd. (Gold One South Africa SPV) (for which this Reporting Person may be deemed a beneficial owner); and (ii) 7,701,768 ordinary shares issuable upon the conversion of 1,925,442 American Depositary Shares (ADSs) held by Baiyin International Investment Ltd. (Baiyin International Investment) (for which this Reporting Person may be deemed a beneficial owner). |
|
|
|
| (2) | Percentage calculated based on a total of 2,675,009,860 ordinary shares issued and outstanding as of March 31, 2020 as disclosed in the Issuers Operating and Financial Results for the first quarter ended March 31, 2020. |
6
CUSIP No. S7627H100
| 1. |
| Names of Reporting Persons.
Baiyin Nonferrous Group Co., Ltd. | ||||
| 2. |
| Check the Appropriate Box if a Member of a Group (See Instructions). (a) o (b) o | ||||
| 3. |
| SEC Use Only
| ||||
| 4. |
| Source of Funds (See Instructions)
AF | ||||
| 5. |
| Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
| ||||
| 6. |
| Citizenship or Place of Organization
China | ||||
| Number of Shares Beneficially Owned by Each Reporting Person With |
| 7. |
| Sole Voting Power
0 | ||
|
| 8. |
| Shared Voting Power
312,541,215 (1) | |||
|
| 9. |
| Sole Dispositive Power
0 | |||
|
| 10. |
| Shared Dispositive Power
312,541,215 (1) | |||
| 11. |
| Aggregate Amount Beneficially Owned by Each Reporting Person
312,541,215 (1) | ||||
| 12. |
| Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o
| ||||
| 13. |
| Percent of Class Represented by Amount in Row (11)
11.68%(2) | ||||
| 14. |
| Type of Reporting Person (See Instructions)
CO | ||||
| (1) | Includes (i) 304,839,447 ordinary shares held by Gold One South Africa SPV (RF) (Pty) Ltd. (Gold One South Africa SPV) (for which this Reporting Person may be deemed a beneficial owner); and (ii) 7,701,768 ordinary shares issuable upon the conversion of 1,925,442 American Depositary Shares (ADSs) held by Baiyin International Investment Ltd. (Baiyin International Investment) (for which this Reporting Person may be deemed a beneficial owner). |
|
|
|
| (2) | Percentage calculated based on a total of 2,675,009,860 ordinary shares issued and outstanding as of March 31, 2020 as disclosed in the Issuers Operating and Financial Results for the first quarter ended March 31, 2020. |
7
CUSIP No. S7627H100
| 1. |
| Names of Reporting Persons.
Baiyin International Investment Ltd. | ||||
| 2. |
| Check the Appropriate Box if a Member of a Group (See Instructions). (a) o (b) o | ||||
| 3. |
| SEC Use Only
| ||||
| 4. |
| Source of Funds (See Instructions)
WC | ||||
| 5. |
| Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
| ||||
| 6. |
| Citizenship or Place of Organization
British Virgin Islands | ||||
| Number of Shares Beneficially Owned by Each Reporting Person With |
| 7. |
| Sole Voting Power
0 | ||
|
| 8. |
| Shared Voting Power
7,701,768 | |||
|
| 9. |
| Sole Dispositive Power
0 | |||
|
| 10. |
| Shared Dispositive Power
7,701,768 | |||
| 11. |
| Aggregate Amount Beneficially Owned by Each Reporting Person
7,701,768 | ||||
| 12. |
| Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o
| ||||
| 13. |
| Percent of Class Represented by Amount in Row (11)
0.29%(1) | ||||
| 14. |
| Type of Reporting Person (See Instructions)
CO | ||||
| (1) | Percentage calculated based on a total of 2,675,009,860 ordinary shares issued and outstanding as of March 31, 2020 as disclosed in the Issuers Operating and Financial Results for the first quarter ended March 31, 2020. |
8
Introduction
This Amendment No. 5 to Schedule 13D (Amendment No. 5) is being filed to report a greater than 1% decrease in the percentage of shares beneficially owned by the reporting persons. Except as set forth herein, there are no changes to the original Schedule 13D filed on January 9, 2015 by Gold One South Africa (Pty) Ltd. (Gold One South Africa), as amended by Amendment No. 1, Amendment No. 2, Amendment No. 3, and Amendment No. 4 (collectively, the Original Schedule 13D). The Original Schedule 13D, as amended by this Amendment No. 5 is hereinafter referred to as the Schedule 13D.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 of the Schedule 13D is hereby amended and supplemented by the addition of the following:
From August 1, 2019 through October 31, 2019, Baiyin International Investment acquired ADS representing 7,661,768 ordinary shares of the Issuer in the open market. No borrowed fund were used by Baiyin International Investment in connection with the acquisition of such ordinary shares.
On or around April 2020, Baiyin Precious Metals Investments Ltd. (BPM) completed the sale of 100% issued and outstanding shares in BCX Gold Investment Holdings Ltd.
From May 22, 2020 through May 25, 2020, Gold One South Africa SPV sold 4,276,074 ordinary shares of the Issuer in the open market. From June 24, 2020 through June 30, 2020, Gold One South Africa SPV sold 7,283,465 ordinary shares of the Issuer in the open market. From July 8, 2020 through July 14, 2020, Gold One South Africa SPV sold 11,050,436 ordinary shares of the Issuer in the open market.
On or around March 3, 2020, Baiyin International Investment Ltd. (Baiyin International Investment) acquired ADSs representing 1,400,000 ordinary shares of the Issuer in the open market. No borrowed funds were used by Baiyin International Investment in connection with the acquisition of such ordinary shares.
Item 4. Purpose of Transaction.
Item 4 of the Schedule 13D is hereby amended and supplemented by the addition of the following:
From August 15, 2019 through October 31, 2019, Baiyin International Investment acquired ADSs representing 7,661,768 ordinary shares of the Issuer in the open market.
On or around April 2020, Baiyin Precious Metals Investments Ltd. (BPM) completed the sale of 100% issued and outstanding shares in BCX Gold Investment Holdings Ltd.
From May 22, 2020 through May 25, 2020, Gold One South Africa SPV sold 4,276,074 ordinary shares of the Issuer in the open market. From June 24, 2020 through June 30, 2020, Gold One South Africa SPV sold 7,283,465 ordinary shares of the Issuer in the open market. From July 8, 2020 through July 14, 2020, Gold One South Africa SPV sold 11,050,436 ordinary shares of the Issuer in the open market.
On or around March 3, 2020, Baiyin International Investment Ltd. (Baiyin International Investment) acquired ADSs representing 1,400,000 ordinary shares of the Issuer in the open market. No borrowed funds were used by Baiyin International Investment in connection with the acquisition of such ordinary shares.
Item 5. Interest in Securities of the Issuer.
(a) As of the date of this Schedule 13D, Gold One South Africa SPV (RF) (Pty) Ltd. (Gold One South Africa SPV), Gold One South Africa (Pty) Ltd. (Gold One South Africa), Gold One North Ltd. (Gold One North) and Gold One Group Ltd. (Gold One Group) beneficially own an aggregate of 304,839,447 ordinary shares, or 11.40% of the Issuers issued and outstanding ordinary shares. Baiyin International Investment Ltd. (Baiyin International Investment) beneficially owns an aggregate of 7,701,768 ordinary shares issuable upon the conversion of 1,925,442 ADSs, or 0.29% of the Issuers issued and outstanding ordinary shares. Baiyin Precious Metals Investment Ltd. (BPM) and Baiyin Nonferrous Group Co., Ltd. (Baiyin Nonferrous) beneficially own an aggregate of 312,541,215 ordinary shares, or 11.68% of the Issuers issued and outstanding ordinary shares, which includes (i) the 304,839,447 ordinary shares held directly by Gold One South Africa SPV; and (ii) the 7,701,768 ordinary shares issuable upon the conversion of 1,925,442 ADSs held by Baiyin International Investment.
Percentage calculated based on a total of 2,675,009,860 ordinary shares issued and outstanding as of March 31, 2020 as disclosed in the Issuers Operating and Financial Results for the first quarter ended March 31, 2020.
9
(b) As of the date of this Schedule 13D, Gold One South Africa SPV, Gold One South Africa, Gold One North, Gold One Group and BPM are deemed to share voting and dispositive power with respect to the 304,839,447 ordinary shares held directly by Gold One South Africa SPV. Baiyin International Investment Ltd. (Baiyin International Investment) beneficially owns an aggregate of 7,701,768 ordinary shares issuable upon the conversion of 1,925,442 ADSs, or 0.29% of the Issuers issued and outstanding ordinary shares. Baiyin Precious Metals Investment Ltd. (BPM) and Baiyin Nonferrous is deemed to share voting and dispositive power with respect to 312,541,215 ordinary shares, or 11.68%, which includes (i) the 304,839,447 ordinary shares held directly by Gold One South Africa SPV; and (ii) the 7,701,768 ordinary shares issuable upon the conversion of 1,925,442 ADSs held by Baiyin International Investment.
(c) Except as described in Items 3 and 4 of this Schedule 13D, which descriptions are incorporated herein by reference, to the knowledge of the Reporting Persons, none of the persons named in response to Item 5(a) has effected any transactions in the ordinary shares of the Issuer during the past 60 days.
(d) Except as disclosed in Item 2, no person is known to the Reporting Persons to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any securities covered by this Schedule.
(e) Not Applicable.
10
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: July 17, 2020
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| GOLD ONE SOUTH AFRICA SPV (RF) (PTY) LTD. | |
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| By: | /s/ Enos Josef Barnard |
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| Name: Enos Josef Barnard |
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| Title: Director |
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| GOLD ONE SOUTH AFRICA (PTY) LTD. | |
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| By: | /s/ Yin Linsheng |
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| Name: Yin Linsheng |
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| Title: Director |
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| GOLD ONE NORTH LTD. | |
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| By: | /s/ Enos Josef Barnard |
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| Name: Enos Josef Barnard |
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| Title: Director |
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| GOLD ONE GROUP LTD. | |
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| By: | /s/ Yuan Jiyu |
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| Name: Yuan Jiyu |
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| Title: Director |
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| BAIYIN PRECIOUS METALS INVESTMENTS LTD. | |
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| By: | /s/ Yuan Jiyu |
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| Name: Yuan Jiyu |
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| Title: Director |
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| BAIYIN NONFERROUS GROUP CO.,, LTD. | |
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| By: | /s/ Xie Chunsheng |
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| Name: Xie Chunsheng |
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| Title: Securities Affairs Representative (Assistant Company Secretary) |
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| BAIYIN INTERNATIONAL INVESTMENT LTD. | |
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| By: | /s/ Lu Jiongjie |
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| Name: Lu Jiongjie |
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| Title: Director |
11