FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934
For the month of February 2013
Commission File Number 1-31318
Commission File Number 1-31318
Gold Fields Limited
(Translation of registrant's name into English)
150 Helen Rd.
Sandown, Sandton 2196
South Africa
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under
cover Form 20-F or Form 40-F.
cover Form 20-F or Form 40-F.
Form 20-F..x... Form 40-F.....
Indicate by check mark if the registrant is submitting the Form 6-K in paper as
permitted by Regulation S-T Rule 101(b)(1): ________
permitted by Regulation S-T Rule 101(b)(1): ________
Indicate by check mark if the registrant is submitting the Form 6-K in paper as
permitted by Regulation S-T Rule 101(b)(7): ________
permitted by Regulation S-T Rule 101(b)(7): ________
Indicate by check mark whether by furnishing the information contained in this Form,
the registrant is also thereby furnishing the information to the Commission pursuant to
Rule 12g3-2(b) under the Securities Exchange Act of 1934.
the registrant is also thereby furnishing the information to the Commission pursuant to
Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes ..... No ..x...
If "Yes" is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b): 82- ________
connection with Rule 12g3-2(b): 82- ________
Gold Fields Limited
Incorporated in the Republic of South Africa
Registration number 1968/004880/06
Share code: GFI
ISIN – ZAE000018123
Issuer code: GOGOF
ISSUED SHARE CAPITAL OF GOLD FIELDS LIMITED (“GOLD FIELDS”) AND SIBANYE GOLD LIMITED
(“SIBANYE GOLD”) IN RESPECT OF THE UNBUNDLING AND SEPARATE LISTING OF SIBANYE GOLD
Further to the announcement released on SENS on Thursday, 10 January 2013 ("Salient
Dates Announcement") and the Sibanye Gold Pre-Listing Statement posted to shareholders
on 10 January 2013, Gold Fields wishes to advise its shareholders (“Shareholders”)
that the issued share capital of each of Gold Fields and Sibanye Gold is 731,648,614.
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 shares (as the case may be), held on
the applicable record date of the Transaction (as defined in the Salient Dates
Announcement).
Shareholders are encouraged to read this announcement in conjunction with the Salient
Dates Announcement.
Johannesburg
6 February 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
Incorporated in the Republic of South Africa
Registration number 1968/004880/06
Share code: GFI
ISIN – ZAE000018123
Issuer code: GOGOF
ISSUED SHARE CAPITAL OF GOLD FIELDS LIMITED (“GOLD FIELDS”) AND SIBANYE GOLD LIMITED
(“SIBANYE GOLD”) IN RESPECT OF THE UNBUNDLING AND SEPARATE LISTING OF SIBANYE GOLD
Further to the announcement released on SENS on Thursday, 10 January 2013 ("Salient
Dates Announcement") and the Sibanye Gold Pre-Listing Statement posted to shareholders
on 10 January 2013, Gold Fields wishes to advise its shareholders (“Shareholders”)
that the issued share capital of each of Gold Fields and Sibanye Gold is 731,648,614.
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 shares (as the case may be), held on
the applicable record date of the Transaction (as defined in the Salient Dates
Announcement).
Shareholders are encouraged to read this announcement in conjunction with the Salient
Dates Announcement.
Johannesburg
6 February 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.
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.
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant
has duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
has duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
Date: 6 February 2013
GOLD FIELDS LIMITED
By:
Name:
Mr W J Jacobsz
Title: Senior Vice President: Investor
Relations and Corporate Affairs
Title: Senior Vice President: Investor
Relations and Corporate Affairs