Form SCHEDULE 13G/A Sibanye Stillwater Ltd Filed by: Lingotto Investment Management LLP
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 3)*
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Sibanye Stillwater Ltd (Name of Issuer) |
Ordinary shares of no par value each (including ordinary shares underlying American Depositary Shares) (Title of Class of Securities) |
(CUSIP Number) |
03/31/2026 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
| Rule 13d-1(b) |
| Rule 13d-1(c) |
| Rule 13d-1(d) |
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Giovanni Agnelli B.V. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
NETHERLANDS
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
150,688,684.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
5.32 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
HC, CO |
Comment for Type of Reporting Person: Including (i) 72,384,940 ordinary shares and (ii) 78,303,744 ordinary shares represented by 19,575,936 American Depositary Shares. This CUSIP number applies to the Issuer's American Depositary Shares ("ADSs"). Each one ADS represents four ordinary shares. No CUSIP has been assigned to the ordinary shares.
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Exor N.V. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
NETHERLANDS
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
150,688,684.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
5.32 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
HC, CO |
Comment for Type of Reporting Person: Including (i) 72,384,940 ordinary shares and (ii) 78,303,744 ordinary shares represented by 19,575,936 American Depositary Shares. This CUSIP number applies to the Issuer's American Depositary Shares ("ADSs"). Each one ADS represents four ordinary shares. No CUSIP has been assigned to the ordinary shares.
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Lingotto Investment Management (UK) Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED KINGDOM
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
150,688,684.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
5.32 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO, FI |
Comment for Type of Reporting Person: Including (i) 72,384,940 ordinary shares and (ii) 78,303,744 ordinary shares represented by 19,575,936 American Depositary Shares. This CUSIP number applies to the Issuer's American Depositary Shares ("ADSs"). Each one ADS represents four ordinary shares. No CUSIP has been assigned to the ordinary shares.
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Lingotto Investment Management LLP | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED KINGDOM
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
150,688,684.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
5.32 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN, FI |
Comment for Type of Reporting Person: Including (i) 72,384,940 ordinary shares and (ii) 78,303,744 ordinary shares represented by 19,575,936 ADR shares. This CUSIP number applies to the Issuer's American Depositary Shares ("ADSs"). Each one ADS represents four ordinary shares. No CUSIP has been assigned to the ordinary shares.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Sibanye Stillwater Ltd | |
| (b) | Address of issuer's principal executive offices:
Constantia Office Park, Bridgeview House, Building 11, Ground Floor, Cnr 14th Avenue and Hendrik Potgieter Road Weltevreden Park, 1709 South Africa | |
| Item 2. | ||
| (a) | Name of person filing:
Giovanni Agnelli B.V.
Exor N.V.
Lingotto Investment Management (UK) Limited
Lingotto Investment Management LLP
Lingotto Investment Management LLP, which acquired the securities being reported on, is 99.7% owned by Lingotto Investment Management (UK) Limited. Lingotto Investment Management (UK) Limited is a wholly owned subsidiary of Exor N.V., which in turn is controlled by Giovanni Agnelli B.V. | |
| (b) | Address or principal business office or, if none, residence:
Giovanni Agnelli B.V.
Hildegard von Bingenstraat 38
1081 LH Amsterdam
The Netherlands
Exor N.V.
Hildegard von Bingenstraat 38
1081 LH Amsterdam
The Netherlands
Lingotto Investment Management (UK) Limited
7 Seymour Street
London, W1H 7JW
United Kingdom
Lingotto Investment Management LLP
7 Seymour Street
London, W1H 7JW
United Kingdom | |
| (c) | Citizenship:
Giovanni Agnelli B.V. - the Netherlands
Exor N.V. - the Netherlands
Lingotto Investment Management (UK) Limited- United Kingdom
Lingotto Investment Management LLP - United Kingdom | |
| (d) | Title of class of securities:
Ordinary shares of no par value each (including ordinary shares underlying American Depositary Shares) | |
| (e) | CUSIP No.:
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| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). | |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
See the responses to Item 9 on the attached cover pages. | |
| (b) | Percent of class:
See the responses to Item 11 on the attached cover pages. %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
See the responses to Item 5 on the attached cover pages. | ||
| (ii) Shared power to vote or to direct the vote:
See the responses to Item 6 on the attached cover pages. | ||
| (iii) Sole power to dispose or to direct the disposition of:
See the responses to Item 7 on the attached cover pages. | ||
| (iv) Shared power to dispose or to direct the disposition of:
See the responses to Item 8 on the attached cover pages. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
See Item 2 | ||
| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. |
| SIGNATURE | |
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.
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Exhibit Information
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Percent of class based on 2,830,567,264 ordinary shares outstanding reported in the Issuer's Form 20-F filed with the Securities and Exchange Commission on April 24, 2026.
This Amendment No. 3 to Schedule 13G is being filed by Lingotto Investment Management LLP as an amendment to the Schedule 13G previously filed by Exor N.V. (CIK: 0001589122) on December 11, 2023 pursuant to the Joint Filing Agreement filed as Exhibit 99.1 thereto, and as subsequently amended on Feb 14 2024 and Nov 13 2024. |