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Filing Details

Accession Number:: 0001104659-20-135460
Form Type:: 13D Filing
Publication Date:: 2020-12-15 06:05:16

Filed By:: Gold One South Africa (pty) Ltd
Company:: Sibanye Stillwater Ltd
Filing Date:: 2020-12-15
SEC Url:: 13D Filing

Ownership Summary

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	Shared Voting Power	Shared Dispositive Power	Aggregate Amount Owned Power	Percent of Class
Gold One South Africa SPV(Pty) Ltd	153,313,135	153,313,135	153,313,135	5.24%
Gold One South Africa (Pty) Ltd	153,313,135	153,313,135	153,313,135	5.24%
Gold One North Ltd	153,313,135	153,313,135	153,313,135	5.24%
Gold One Group Ltd	153,313,135	153,313,135	153,313,135	5.24%
Baiyin Precious Metals Investments Ltd	159,144,991	159,144,991	159,144,991	5.44%
Baiyin Nonferrous Group Co., Ltd	159,144,991	159,144,991	159,144,991	5.44%
Baiyin International Investment Ltd	5,831,856	5,831,856	5,831,856	0.2%

Filing

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 10)*

SIBANYE STILLWATER 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

December 8, 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. ¨

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(Pty) Ltd.
2.	Check the Appropriate Box if a Member of a Group (See Instructions). (a) ¨ (b) ¨
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) ¨
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 153,313,135
		9.	Sole Dispositive Power 0
		10.	Shared Dispositive Power 153,313,135
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 153,313,135
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
13.	Percent of Class Represented by Amount in Row (11) 5.24% (1)
14.	Type of Reporting Person (See Instructions) CO

(1)	Percentage calculated based on a total of 2,925,001,704 ordinary shares issued and outstanding as of October 21, 2020 as disclosed in the Issuers Market Release dated October 21, 2020.

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) ¨ (b) ¨
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) ¨
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 153,313,135
		9.	Sole Dispositive Power 0
		10.	Shared Dispositive Power 153,313,135
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 153,313,135
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
13.	Percent of Class Represented by Amount in Row (11) 5.24% (1)
14.	Type of Reporting Person (See Instructions) CO

(1)	Percentage calculated based on a total of 2,925,001,704 ordinary shares issued and outstanding as of October 21, 2020 as disclosed in the Issuers Market Release dated October 21, 2020.

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) ¨ (b) ¨
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) ¨
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 153,313,135
		9.	Sole Dispositive Power 0
		10.	Shared Dispositive Power 153,313,135
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 153,313,135
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
13.	Percent of Class Represented by Amount in Row (11) 5.24% (1)
14.	Type of Reporting Person (See Instructions) CO

(1)	Percentage calculated based on a total of 2,925,001,704 ordinary shares issued and outstanding as of October 21, 2020 as disclosed in the Issuers Market Release dated October 21, 2020.

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) ¨ (b) ¨
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) ¨
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 153,313,135
		9.	Sole Dispositive Power 0
		10.	Shared Dispositive Power 153,313,135
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 153,313,135
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
13.	Percent of Class Represented by Amount in Row (11) 5.24%(1)
14.	Type of Reporting Person (See Instructions) CO

(1)	Percentage calculated based on a total of 2,925,001,704 ordinary shares issued and outstanding as of October 21, 2020 as disclosed in the Issuers Market Release dated October 21, 2020.

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) ¨ (b) ¨
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) ¨
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 159,144,991 (1)
		9.	Sole Dispositive Power 0
		10.	Shared Dispositive Power 159,144,991 (1)
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 159,144,991 (1)
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
13.	Percent of Class Represented by Amount in Row (11) 5.44%(2)
14.	Type of Reporting Person (See Instructions) CO

(1)	Includes (i) 153,313,135 ordinary shares held by Gold One South Africa SPV(Pty) Ltd. (Gold One South Africa SPV) (for which this Reporting Person may be deemed a beneficial owner); and (ii) 5,831,856 ordinary shares issuable upon the conversion of 1,457,964 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 2,925,001,704 ordinary shares issued and outstanding as of October 21, 2020 as disclosed in the Issuers Market Release dated October 21, 2020.

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) ¨ (b) ¨
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) ¨
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 159,144,991 (1)
		9.	Sole Dispositive Power 0
		10.	Shared Dispositive Power 159,144,991 (1)
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 159,144,991 (1)
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
13.	Percent of Class Represented by Amount in Row (11) 5.44%(2)
14.	Type of Reporting Person (See Instructions) CO

(1)	Includes (i) 153,313,135 ordinary shares held by Gold One South Africa SPV(Pty) Ltd. (Gold One South Africa SPV) (for which this Reporting Person may be deemed a beneficial owner); and (ii) 5,831,856 ordinary shares issuable upon the conversion of 1,457,964 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 2,925,001,704 ordinary shares issued and outstanding as of October 21, 2020 as disclosed in the Issuers Market Release dated October 21, 2020

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) ¨ (b) ¨
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) ¨
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 5,831,856
		9.	Sole Dispositive Power 0
		10.	Shared Dispositive Power 5,831,856
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 5,831,856
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
13.	Percent of Class Represented by Amount in Row (11) 0.2%(1)
14.	Type of Reporting Person (See Instructions) CO

(1)	Percentage calculated based on a total of 2,925,001,704 ordinary shares issued and outstanding as of October 21, 2020 as disclosed in the Issuers Market Release dated October 21, 2020

Introduction

This Amendment No. 10 to Schedule 13D (Amendment No. 10) 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, Amendment No. 4, Amendment No. 5, Amendment No. 6, Amendment No. 7, Amendment No.8 and Amendment No. 9 (collectively, the Original Schedule 13D). The Original Schedule 13D, as amended by this Amendment No. 10 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:

Since the amendment No.9 was filled and announced, as of December 9, 2020, Gold One South Africa SPV sold additional 35,415,000 ordinary shares of the Issuer at an average price per share of ZAR 52.73 in the open market, and a total of 1.21% of ordinary shares of the Issuer was disposed of.

Since the amendment No.9 was filled and announced, as of December 9, 2020, Baiyin International Investment Ltd sold additional 1,934,532 ordinary shares issuable upon the conversion of 483,633 ADSs, at an average price per ADSs share of USD 13.76 in open market.

Item 4. Purpose of Transaction.

Item 4 of the Schedule 13D is hereby amended and supplemented by the addition of the following:

Item 5. Interest in Securities of the Issuer.

(a) As of the date of this Schedule 13D, Gold One South Africa SPV(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 153,313,135 ordinary shares, or 5.24% of the Issuers issued and outstanding ordinary shares. Baiyin International Investment Ltd. (Baiyin International Investment) beneficially owns an aggregate of 5,831,856 ordinary shares issuable upon the conversion of 1,457,964 ADSs, or 0.2% 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 159,144,991 ordinary shares, or 5.44% of the Issuers issued and outstanding ordinary shares, which includes (i) the 153,313,135 ordinary shares held directly by Gold One South Africa SPV; and (ii) 5,831,856 ordinary shares issuable upon the conversion of 1,457,964 American Depositary Shares (ADSs) held by Baiyin International Investment Ltd.

Percentage calculated based on a total of 2,925,001,704 ordinary shares issued and outstanding as of October 21, 2020 as disclosed in the Issuers Market Release dated October 21, 2020

(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 153,313,135 ordinary shares held directly by Gold One South Africa SPV. Baiyin International Investment Ltd. (Baiyin International Investment) beneficially owns an aggregate of 5,831,856 ordinary shares issuable upon the conversion of 1,457,964 ADSs, or 0.2% 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 159,144,991 ordinary shares, or 5.44%, which includes (i) the 153,313,135 ordinary shares held directly by Gold One South Africa SPV; and (ii) 5,831,856ordinary shares issuable upon the conversion of 1,457,964 American Depositary Shares (ADSs) held by Baiyin International Investment Ltd.

(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.

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:	December 11, 2020

		GOLD ONE SOUTH AFRICA SPV(PTY) LTD.

		By:	/s/ Enos Josef Barnard
			Name:		Enos Josef Barnard
			Title:		Director


		GOLD ONE SOUTH AFRICA (PTY) LTD.


		By:	/s/ Yin Linsheng
			Name:		Yin Linsheng
			Title:		Director

		GOLD ONE NORTH LTD.


		By:	/s/ Jonathan Georges Hericourt
			Name:		Jonathan Georges Hericourt
			Title:		Director

		GOLD ONE GROUP LTD.


		By:	/s/ Yuan Jiyu
			Name:		Yuan Jiyu
			Title:		Director

		BAIYIN PRECIOUS METALS INVESTMENTS LTD.


		By:	/s/ Yuan Jiyu
			Name:		Yuan Jiyu
			Title:		Director


		BAIYIN NONFERROUS GROUP CO., LTD.


		By:	/s/ Xie Chunsheng
			Name:		Xie Chunsheng
			Title:		Securities Affairs Representative (Assistant Company Secretary)

		BAIYIN INTERNATIONAL INVESTMENT LTD.


		By:		/s/ Lu Jiongjie
		Name:		Lu Jiongjie
		Title:		Director