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SALIENT DATES ANNOUNCEMENT RELATING TO THE SEPARATE LISTING AND UNBUNDLING OF SIBANYE GOLD LIMITED
Gold Fields Limited
Incorporated in the Republic of South Africa
Registration number 1968/004880/06
Share code: GFI
ISIN – ZAE000018123
Issuer code: GOGOF
SALIENT DATES ANNOUNCEMENT RELATING TO THE SEPARATE LISTING AND UNBUNDLING OF SIBANYE
GOLD LIMITED
1. INTRODUCTION
Further to the announcement released on SENS on Thursday, 29 November 2012 ("Detailed
Announcement"), Gold Fields Limited (“Gold Fields”) is pleased to advise its
shareholders (“Shareholders”) of the salient dates relating to the primary listing of
Sibanye Gold Limited’s (“Sibanye Gold”) shares on the JSE Limited ("JSE"), the
anticipated secondary listing of American Depositary receipts (“ADRs”) on the New York
Stock Exchange (“NYSE”) and the subsequent unbundling of Sibanye Gold to Shareholders
(collectively the “Transaction”).
Sibanye Gold is a wholly owned subsidiary of Gold Fields and was previously known as
GFI Mining South Africa Proprietary Limited. It will be listed on the main board of
the JSE in the Gold Mining sector with the share code “SGL” and the ISIN of
ZAE000173951 is expected to be listed on the NYSE under the symbol “SBGL”.
Shareholders are advised that there has not been any material change in the terms of
the Transaction since the publishing of the Detailed Announcement, and that all
required South African regulatory approvals have been obtained in relation to the
Transaction. The Transaction is now unconditional and will be implemented as per the
salient dates set out below.
Sibanye Gold is expected to be listed on the JSE and the NYSE (on a “when issued”
basis) on Monday, 11 February 2013, following which, on 18 February 2013, Gold Fields
will unbundle its interest in Sibanye Gold to Shareholders (whether the shares are
held in the form of shares, ADRs or international depositary receipts). Each
Shareholder will receive one Sibanye Gold share for each Gold Fields share, or one
Sibanye Gold ADR for every four Gold Fields ADR (as the case may be), held on the
applicable record date of the Transaction (as defined below).
Shareholders are encouraged to read this announcement in conjunction with the Detailed
Announcement.
2. SALIENT DATES
The salient dates relating to the listing and unbundling of Sibanye Gold are set out
below:
Last Day to Trade 8 • The last business day to trade in Gold Fields shares
(“LDT”) February in order to be recorded in the Gold Fields’
2013 shareholder register on the record date, and thereby
participate in the Transaction
Ex Date 11 • The first trading day after the LDT
February
• All trades in Gold Fields shares from this day will
2013
exclude the right to receive Sibanye Gold shares
Sibanye Gold 11 • An abridged version of the pre-listing statement is
abridged February released on SENS containing the key information
prelisting 2013 announced to the public
announcement
List Date 11 • The date on which Sibanye Gold shares are listed on
February the JSE and shareholders are able to trade in the
2013 new shares
• The date on which Sibanye Gold ADRs are expected to
be listed on the NYSE and shareholders are expected
to be able to trade in the new ADRs on a “when
issued” basis
Record Date (the 15 • The date on which the new Sibanye Gold shareholder
“Record Date”) February register and Sibanye Gold ADR register is
2013 established based on the Gold Fields shareholder
register and Gold Fields ADR register, respectively
Pay Date (Share 18 • Share certificates in respect of the Sibanye Gold
distribution) February shares will be posted, by registered post, at the
2013 risk of the certificated Shareholder concerned, to
certificated Shareholders and dematerialised
Shareholders will have their accounts at their CSDP
or broker updated with the Sibanye Gold shares to be
distributed
• Bank of New York Mellon (“BNYM”), as depositary,
expects to receive credit of Sibanye Gold shares at
their custodian banks in South Africa.
• Federal holiday in the United States of America
ADR Pay Date 20 • The date on which Sibanye Gold ADRs are expected to
February be issued by the BNYM to Gold Fields ADR holders
2013
ADR Ex Date 21 • The date on which Gold Fields ADRs are expected to
February trade without the entitlement to Sibanye Gold ADRs
2013
Notes:
1. There will be no dematerialisation / rematerialisation of shares between Friday, 8
February 2013 and Friday, 15 February 2013.
2. All Gold Fields’ ADRs will continue to trade on the NYSE with the entitlement to
Sibanye Gold ADRs through the ADR Pay Date. Once the NYSE listing has been
approved, Gold Fields ADR holders will be able to trade Gold Fields ADRs and
Sibanye Gold ADRs separately on the NYSE as of the List Date. Such Gold Fields ADRs
will trade on a separate “trading line” basis and such Sibanye Gold ADRs will trade
on a “when issued” basis; however, these ADRs will not settle until after the ADR
Ex Date. Gold Fields ADR holders will also have the ability to continue to trade
their Gold Fields ADRs "cum" the Sibanye Gold ADR entitlement until the ADR Ex
Date.
3. THE PRE-LISTING STATEMENT
Full details of the Transaction are included in a pre-listing statement which is
expected to be mailed to Shareholders today. The pre-listing statement will also be
available on the Gold Fields website (www.goldfields.co.za), the Sibanye Gold
website (www.sibanyegold.co.za) and, as furnished by Gold Fields, on a Form 6-K with
the U.S. Securities and Exchange Commission and accessible via the EDGAR system at
www.sec.gov.
Details regarding Sibanye Gold’s 2012 Mineral Resource and Mineral Reserve statement
are provided in the Competent Persons Report contained in the pre-listing statement.
Johannesburg
10 January 2013
Financial co-advisors to Gold Fields
JPMorgan Chase Bank, N.A. (Johannesburg Branch); Credit Suisse Securities (Europe)
Limited and Barclays Bank PLC, acting through its investment bank
Sponsor to Gold Fields
J.P. Morgan Equities South Africa Proprietary Limited
South African legal advisors to Gold Fields
Edward Nathan Sonnenbergs
US and UK legal advisors to Gold Fields
Linklaters LLP
SA legal advisors to Gold Fields as to SA tax matters
DLA Cliffe Dekker Hofmeyr
US legal advisors to Gold Fields as to US tax matters
Fried, Frank, Harris, Shriver & Jacobson LLP
Communication advisors to Gold Fields
Brunswick SA Ltd
FORWARD-LOOKING STATEMENTS
Certain statements included in this announcement, as well as oral statements that may
be made by Gold Fields, Sibanye Gold or by their respective officers, directors or
employees acting on their behalf related to the subject matter hereof, constitute or
are based on forward-looking statements. Forward-looking statements are preceded by,
followed by or include the words “may”, “will”, “should”, “expect”, “envisage”,
“intend”, “plan”, “project”, “estimate”, “anticipate”, “believe”, “hope”, “can”, “is
designed to” or similar phrases. These forward-looking statements involve a number of
known and unknown risks, uncertainties and other factors, many of which are difficult
to predict and generally beyond the control of Gold Fields or Sibanye Gold, that could
cause Gold Fields' and/or Sibanye Gold’s actual results and outcomes to be materially
different from historical results or from any future results expressed or implied by
such forward-looking statements. Such risks, uncertainties and other factors include,
among others, Gold Fields’ ability to successfully complete the Transaction, the
effect of the Transaction on Gold Fields’ and Sibanye Gold’s operations, Gold Fields’
and Sibanye Gold’s ability to implement their strategy and any changes thereto, Gold
Fields’ and Sibanye Gold’s future financial position and plans, strategies,
objectives, capital expenditures, projected costs and anticipated cost savings and
financing plans, as well as projected level of gold price and other risks. Gold Fields
and Sibanye Gold undertake no obligation to update publicly or release any revisions
to these forward-looking statements to reflect events or circumstances after the date
of this announcement or to reflect any change in the Gold Fields’ or Sibanye Gold’s
expectations with regard thereto.
THIS IS NOT AN OFFER OF SECURITIES FOR SALE IN ANY JURISDICTION.
Date: 10/01/2013 08:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
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