Acquisitions

12 Months Ended

Dec. 31, 2024

Disclosure of detailed information about business combination [abstract]

Acquisitions

16.  Acquisitions

Significant accounting judgements and estimates

Expected future cash flows used to determine the fair value of, inter alia, property, plant and equipment and contingent consideration are

inherently uncertain and could materially change over time. The fair value is significantly affected by a number of factors including

reserves and production estimates, together with economic factors such as the expected commodity price, foreign currency exchange

rates, and estimates of production costs, future capital expenditure and discount rates.

Acquisitions are assessed to determine if they qualify as business combinations or asset acquisitions in terms of the requirements of IFRS 3

Business Combinations (IFRS 3) where the Group obtains control over an entity. In order to apply IFRS 3, the assets acquired and liabilities

assumed, should constitute a business as defined in IFRS 3. Accordingly, management assesses whether the activities consist of inputs and

processes applied to those inputs that have the ability to contribute to the creation of outputs. If a transaction is not deemed to be a

business combination, it is accounted for as an asset acquisition outside of the scope of IFRS 3. The IFRS 3 scope assessment could

significantly impact the accounting treatment applied.

Accounting policy

Business combinations

The acquisition method of accounting is used to account for business combinations by the Group. The consideration transferred for the

acquisition of a business is the fair value of the assets transferred, the liabilities incurred and the equity interests issued by the Group. The

consideration transferred includes the fair value of any asset or liability resulting from a contingent consideration arrangement. Any

contingent consideration is measured at fair value at the date of acquisition. Acquisition-related costs are expensed as incurred.

Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair

values at the acquisition date.

If a business combination is achieved in stages, any previously held equity interest is re-measured at its acquisition-date fair value, and any

resulting gain or loss is recognised in profit or loss or other comprehensive income, as appropriate. The fair value of the previously held

interest is then considered in the determination of goodwill. The same approach is applied where the previous interest was held in a joint

operation.

On an acquisition-by-acquisition basis, the Group recognises any NCI in the acquiree either at fair value or at the NCI’s proportionate share

of the acquiree’s net assets. Subsequently, the carrying amount of NCI is the amount of the interest at initial recognition plus the NCI’s share

of the subsequent changes in equity, plus or minus changes in the portion of interest of the equity of the subsidiary not attributable, directly

or indirectly, to Sibanye-Stillwater shareholders.

The excess of the consideration transferred, the amount of any NCI in the acquiree and the acquisition-date fair value of any previous

equity interest in the acquiree over the fair value of the identifiable net assets acquired is recorded as goodwill. If this is less than the fair

value of the net assets of the subsidiary acquired in the case of a bargain purchase, the difference is a gain recognised directly in profit or

loss.

Asset acquisitions

For acquisitions outside the scope of IFRS 3, the purchase consideration is allocated to identifiable assets and liabilities based on their

relative fair values. Assets and liabilities that are initially measured at an amount other than cost are recognised at their respective carrying

amounts as specified in the applicable accounting standards. To the extent that contingent consideration is payable in an asset

acquisition based on future production, such variable payments are only recognised as expenses as and when incurred.

16.1 Reldan business combination (revised)

Sibanye-Stillwater successfully concluded the acquisition of the Reldan on 15 March 2024 by acquiring 100% of the shares and voting

interest. Reldan is a recycling group which reprocesses various waste streams to recycle precious metals and is based in Pennsylvania, USA.

In addition to Reldan's US operations, it has also established a presence in Mexico and India where it has forged strategic joint ventures with

local partners. The acquisition complements the Group's US PGM recycling business in Montana and enhances its exposure to the circular

economy.

Reldan's financial results were consolidated from the effective date. For the nine and a half months ended 31 December 2024,

Reldan contributed revenue of R6,306 million (US$344 million) and a net profit of R47 million (US$2 million) to the Group's results. Reldan's pro

forma revenue and net profit would have been R7,353 million (US$423 million) and R24 million (US$1 million), respectively, had the

acquisition been effective from 1 January 2024. Total revenue and total net loss of the Group for the year ended 31 December 2024 would

have been R113,176 million and R5,733 million had the acquisition been effective from 1 January 2024. In determining these amounts,

management assumed that the fair value adjustments that arose on the date of acquisition would be the same if the acquisition occurred

on 1 January 2024. The functional currency of Reldan's US operations is the US dollar.

The purchase price allocation on the effective date was allocated on a provisional basis in accordance with IFRS 3 for, amongst others,

property, plant and equipment, investments, contingent liabilities, provisions, as well as any deferred tax implications. During the 12 month

measurement period commencing on the acquisition date and ending 15 March 2025, management provisionally revised the initial

purchase price allocation due to new information obtained in accordance with IFRS 3.

Consideration

The fair value of the consideration, including previous interest held is as follows:

Figures in million – SA rand	2024
Consideration paid1	2,943
Fair value of NCI put liability2	109
Total consideration	3,052

1Includes transaction-related cost of US$1 million (R23 million) paid by Reldan on behalf of the previous owners. Cash consideration amounted to US$155.9 million

(R2,920 million)

2Relates to an NCI put option in respect of an intermediate Reldan holding company which owns an interest in the Indian joint venture operations, and may require the

Group to purchase shares from the non-controlling shareholders of Reldan if exercised by the NCI. The put option can be exercised by the NCI between three and five

years at a market price

Reldan acquisition related costs

The Group incurred total acquisition related costs of R111 million for the year ended 31 December 2024 (2023: R75 million) on advisory and

legal fees. These costs are recognised as transaction costs in profit or loss during the period in which incurred.

Identified assets acquired and liabilities assumed

The following table summarises the recognised amounts of assets acquired and liabilities assumed at the acquisition date:

Figures in million – SA rand	Notes	2024
Property, plant and equipment2	14	542
Intangible assets2	17	1,397
Right-of-use assets	15	3
Equity-accounted investments2		269
Inventories2		1,503
Trade and other receivables		163
Cash and cash equivalents3,4		230
Lease liabilities	29	(3)
Other payables3	22	(956)
Borrowings2	28.8	(84)
Deferred revenue	32	(120)
Trade and other payables3		(175)
Fair value of identifiable net assets acquired1		2,769

1Carrying value approximate fair value, except as detailed in footnote 2 below

2Fair value of assets and liabilities for which the carrying value does not approximate fair value, excluding those not within the IFRS 3 measurement scope, were

determined as follows:

•The fair value of property, plant and equipment was determined based on market prices for similar items and where relevant, the fair value was determined using the

depreciated replacement cost method

•The fair value of intangible assets was determined based on the relief-from-royalty method which considers the discounted estimated royalty payments that are

avoided as a result of ownership as well as an income approach (multi-period excess earnings method) which considers the present value of future net cash flows to

value the vendor relationships

•The fair value of equity-accounted investments was determined based on an income approach which considers the discounted expected future cash flows of the

investment

•The fair value of inventories was based on an assessment of net realisable value

•The fair value of borrowings was determined based on a market-related discount rate

3  Cash and cash equivalents , other payables and trade and other payables, previously amounting to R71 million, R733 million and R104 million at 30 June 2024,

respectively, were revised based on new information obtained in accordance with IFRS 3

4  The transaction results in net cash paid of R2,690 million based on cash and cash equivalents acquired of R230 million and cash consideration paid of R2,920 million

Goodwill

Goodwill arising from the business combination is as follows:

Figures in million – SA rand	2024
Consideration paid	3,052
Fair value of identifiable net assets acquired	(2,769)
Goodwill1,2,3	283

1The goodwill is attributable to the human capital and the premium paid for the synergies and benefits expected to be derived from enhancing the Group's recycling

business across the US, Mexico and India

2US tax legislation requires the purchase consideration to be allocated in order to determine future tax deduction. An amount of R1,092 million (US$58 million) is estimated

to be deductible for tax purposes in the future

3Goodwill, previously amounting to R148 million at 30 June 2024, was revised based on new information obtained in accordance with IFRS 3. The net adjustments based on

the new information obtained resulted in additional goodwill

The table below provides a summary of the net cash paid on the acquisition of Reldan during the year ended 31 December 2024:

Figures in million – SA rand	2024
Reldan acquisition, net of cash acquired	(2,690)
Cash consideration paid	(2,920)
Cash and cash equivalents acquired	230