JOHANNESBURG, Nov. 29, 2012 /CNW/ - Gold Fields Limited (Gold Fields)
(JSE, NYSE, NASDAQ Dubai: GFI) today announces the creation of a new
South African gold mining company through the proposed unbundling of
its 100% owned subsidiary, Sibanye Gold Limited (Sibanye Gold),
formerly known as GFI Mining South Africa Proprietary Limited (GFIMSA),
which holds the KDC and Beatrix gold mines as well as various service
Subject to approval by the JSE and the NYSE, Sibanye Gold will be listed
as a separate and independent company on both exchanges in February
2013. Sibanye Gold shares will then be distributed to existing Gold
Fields shareholders (whether held in the form of ordinary shares or
Both Gold Fields and Sibanye Gold will be domiciled in South Africa with
their primary listing of shares on the JSE and a secondary listing of
American depository receipts on the NYSE. The other existing secondary
listings on the Swiss, Dubai and Brussels stock exchanges for Gold
Fields will remain unchanged.
Following the unbundling, Gold Fields will retain the balance of its
current portfolio of assets, including the developing South Deep Gold
Mine located in South Africa.
Matthews S Moloko, currently a non-executive director of Gold Fields and
executive Chair and Founder of the Thesele Group, will become the
non-executive Chair of Sibanye Gold and will step down from the Gold
Fields board. Other non-executive directors will be Jerry Vilikazi,
Chair of Palama and former CEO of Business Unity South Africa, Rick
Menell, a non-executive director of Gold Fields, and Keith Rayner, CEO
of KAR Presentations, who will also chair the Audit Committee. Two
further HDSA directors will be appointed in due course. Cain Farrel,
the current Company Secretary of Gold Fields, will become the new
Company Secretary of Sibanye Gold.
Neal Froneman, currently Chief Executive Officer of Gold One, will
become Chief Executive Officer of Sibanye Gold and Charl Keyter,
currently Head of Finance for Gold Fields' international operations,
will become the Chief Financial Officer of Sibanye Gold.
Peter Turner, the Executive Vice President for Gold Fields' South Africa
Region as well as the rest of the executive team for the Region
(excluding those dedicated to South Deep), and the senior operational
management teams of the KDC and Beatrix gold mines, will remain with
Dr Mamphela Ramphele will continue to chair Gold Fields, Nick Holland
will remain Chief Executive Officer and Paul Schmidt will remain Chief
The separation of Gold Fields and Sibanye Gold will enable the two
independently governed and managed companies to focus on their
respective strategic goals and to operate more effectively as separate
entities, to the benefit of shareholders, employees and communities.
Holland says: "While some parts of the GFIMSA operations have been in
production for as long as 70 years, these assets still have inherent
quality and extensive resource and reserve potential. The separation
will liberate Sibanye Gold into a fit-for-purpose, sustainable gold
mining company best positioned to maximise long-term value for
"By unbundling the cash-generative KDC and Beatrix mines into Sibanye
Gold, its cash flows can be utilised to extend the life of the mines
and improve dividend payouts to shareholders. The first priority,
however, will be to achieve stable and safe production," Holland says.
Froneman says that the company will be committed to maintaining
profitable, stable and low cost operations that provide a high degree
of leverage to the gold price. "We will selectively pursue synergistic
opportunities for consolidation in the South African gold industry and,
as a separately listed entity, will be able to fully utilise our free
cash flows for the benefit of the Company and its stakeholders," he
There will be no job losses directly as a result of the creation and
unbundling of Sibanye Gold. In addition all conditions of employment
will remain unchanged.
Sibanye Gold has committed itself to both continuing and enhancing Gold
Fields' sustainable development, labour relations, transformation and
other BEE policies. "The ability to preserve employment in deep level
gold mining by extending the life of mines will depend on effective
co-operation between management, trade unions and the workforce,"
Sibanye Gold will therefore develop policies which will incentivise its
workforce to benefit from the success of the business through a
profit-sharing scheme as well as continued investments into improved
living conditions that will improve the lives of employees.
Foremost amongst these, Sibanye Gold will continue to invest
significantly in the transformation of accommodation arrangements for
its employees. More than R700 million has been committed to upgrading
accommodation arrangements at the KDC and Beatrix gold mines between
2009 and 2014, of which approximately R500 million has been spent to
date on building 700 new homes and reducing hostel room density from an
average of 8 persons per room in 2006 to an average of 1.4 per room in
September 2012. This work will continue.
Sibanye Gold will continue to pursue sound environmental policies and
practices and honour its obligations and commitments in this regard,
all of which are funded through contributions to statutory and
regulated environmental trust funds and associated guarantees for each
Following the unbundling, Gold Fields will focus on cash flow
generation, more predictable dividend pay-outs and growth through the
expansion and life extension of its existing mines in Ghana, Peru and
Australia, as well as realising value from its world-class portfolio of
development and exploration projects.
"The South Deep project is core to our expansion plans and we will
continue to invest in this operation to secure the ramp-up to 700,000
ounces per year," Holland says.
He adds: "Gold Fields' shareholders should continue to enjoy amongst the
highest dividend yields in the sector, due to our policy of ensuring
that dividends have the first call on cash flows and distributing
between 25% and 35% of normalised earnings to shareholders."
Based on the results for the 12-month period ended December 2011 Sibanye
Gold's gold production was 1.4 million ounces making it one of the
largest domestic gold producer in South Africa. Sibanye Gold's
unaudited revenue for the 2011 financial year amounted to R16.6 billion
with unaudited earnings before interest, tax, depreciation and
amortisation ("EBITDA") of R6.8 billion, as extracted from the audited
consolidated Gold Fields financial statements for the financial year
ended 31 December 2011.
Gold Fields' production (excluding Sibanye Gold) for the 12 months ended
December 2011 was 2.2 million gold-equivalent ounces and its mineral
reserves, as at 31 December 2011, were 64 million ounces, comprising 40
million ounces at South Deep and 24 million ounces at the international
operations. Gold Fields' unaudited revenue for the 2011 financial year
(excluding Sibanye Gold) amounted to US$3.5 billion with unaudited
EBITDA of US$2.0 billion, as extracted from the audited consolidated
Gold Fields financial statements for the financial year ended 31
The mineral reserve positions at 31 December 2011 were 22 million ounces
for Sibanye Gold and 64 million gold-equivalent ounces for Gold Fields,
comprising 40 million ounces at South Deep and 24 million ounces at the
Sibanye Gold will retain Gold Fields' South African net debt of
approximately R4 billion, while approximately US$1.4 billion of
offshore net debt will be retained by Gold Fields.
The transaction will be effected through a 1:1 distribution of Sibanye
Gold shares (in the form of shares or American depositary receipts
("ADRs") to existing Gold Fields' shareholders (whether held in the
form of shares or depository receipts).
The listing of Sibanye Gold is scheduled for mid-February 2013 and
existing Gold Fields' shareholders will then hold two separate shares
or ADRs, namely the newly distributed Sibanye Gold shares or ADRs as
well as their original Gold Fields shares or depositary receipts (as
the case may be).
The transaction does not require shareholder approval and the listings
have been approved by the South African Reserve Bank.
A full pre-listing statement will be released in mid-January 2013.
Certain statements included in this announcement, as well as oral
statements that may be made by Gold Fields, or by 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 unbundling, the effect of the
Distribution on Gold Fields' and Sibanye Gold's operations, Gold
Fields' and Sibanye Gold's ability to implement its 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
undertakes 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
Company's expectations with regard thereto.
THIS IS NOT AN OFFER OF SECURITIES FOR SALE IN ANY JURISDICTION.
Notes to Editors
About Gold Fields
Gold Fields is one of the world's largest unhedged producers of gold
with attributable annualised production of 3.6 million gold equivalent
ounces from eight operating mines in Australia, Ghana, Peru and South
Africa. Gold Fields also has an extensive and diverse global growth
pipeline with four major projects in resource development and
feasibility, with construction decisions expected in the next 18 to 24
months. Gold Fields has total attributable gold equivalent Mineral
Reserves of 80.6 million ounces and Mineral Resources of 217.0 million
ounces. Gold Fields is listed on the JSE Limited (primary listing), the
New York Stock Exchange (NYSE), NASDAQ Dubai Limited, Euronext in
Brussels (NYX) and the Swiss Exchange (SWX).
SOURCE: Gold Fields Limited
For further information:
Willie Jacobsz Tel:
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