Sharenet Sites 
Sharenet Sites
Index Change Advice - 20150413 Unbundling of South32 from BHP Billiton Informative Notice
South32 Unbundling from BHP Billiton: Informative Notice
FTSE/JSE Africa Index Series
13 April 2015
This informative notice is issued for information purposes only and should not be used as the
basis for investment decisions.
Background on Demerger
According to the demerger circular published by BHP Billiton, the South32 demerger is subject
to shareholder approval at the Shareholder Meeting to be held on 6 May 2015, as well as the
necessary regulatory approvals required. South32 will be a new listing on the Johannesburg
Stock Exchange (JSE), London Stock Exchange (LSE) and Australian Securities Exchange (ASX).
South32 will be spun out from both entities in the BHP Billiton Dual Listed Company (DLC)
structure, namely BHP Billiton Limited and BHP Billiton Plc. If the demerger is approved and
implemented existing shareholders of BHP Billiton Ltd and BHP Billiton Plc will receive one new
share in South32 for every BHP Billiton share held.
It is estimated that 60% of the DLC structure value is currently accounted for by BHP Billiton Ltd
and 40% by BHP Billiton Plc.
Index Rules and Indicative Index Treatment
According the FTS/JSE Unbundling Ground Rule (8.2.4), South32 will be added to all indices of
which BHP Billiton is currently a constituent for a period of two days, regardless of its eligibility.
Should South32 meet all eligibility criteria at close on day one of trading, it will remain in the
Index Series and the smallest company will be deleted from any indices with a fixed number of
constituents (e.g. Top 40). However, should it not be eligible for index inclusion, South32 will be
removed from the Index Series after close on day two of trading. As part of the unbundling
treatment an adjustment will be applied to BHP Billiton on the ex-date by way of a capital
repayment.
It is expected that South32 will be classified as foreign for index purposes as set out in Ground
Rule 6.3.7. Therefore, the free float of South32 will be determined by the proportion of share
capital that is held in dematerialised form and registered on the South African share register,
maintained by Strate (6.3.1).
As 40% of South32 will be spun out of BHP Billiton Plc and 16.2% of BHP Billiton Plc is currently
registered on the South African share register, the projected FTSE/JSE free float calculation
would be as follows:
16.2% x 40% = 6.5%
As per Ground Rule 6.3.4, should a company’s free float fall between 5% and 15%, it will only be
eligible for the index providing the market capitalisation of its available float is greater than the
average company’s free float capitalisation within the Index, and it qualifies in all other respects.
At the time of this announcement the average net market cap of the All Share index was
approximately R43bn.
Estimated Timeline
The finalisation and implementation of this event in the FTSE/JSE Africa Index Series is subject to
public notification from BHP Billiton or South32 and confirmation by the FTSE/JSE governance
structures. An ICA notice, setting out the index treatment, will be published at close of business
two days prior to the listing date, once finalised, and a second ICA notice will be published at
close of business on listing date.
Should you require further information, please refer to the FTSE/JSE Ground Rules available at
the link below or contact Indices on +27 11 520 7137 or indices@jse.co.za
FTSE/JSE Ground Rules:
https://www.jse.co.za/content/JSEIndexClassificationandCodesItems/FTSE%20JSE%20Ground%20Rules%20v3%208%20Mar%202015.pdf
For further information or general enquiries please contact us at info@ftse.com or indices@jse.co.za or call:
Client Services in UK: Tel: +44 (0) 20 7866 1810
Client Services in Europe, Middle East & Africa: Tel: +44 (0) 20 7866 1810
Client Services in US: Tel: +1 888 747 FTSE (3873) or +1 212 314 1139
Client Services in Asia Pacific: Tel: +852 2164 3333 or +81 3 3581 2811
JSE Limited: Tel: +27 11 520 7137
Alternatively please visit our website at www.ftse.com or www.ftsejse.co.za
Terms of Use | Copyright © FTSE
Date: 13/04/2015 05:10:00 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.
