Business Context and Reporting Period
This Form 6-K filing by Gold Fields Limited, dated May 17, 2017, discloses a material corporate governance event regarding the award of Conditional Performance Shares to Directors of Major Subsidiaries and the Company Secretary. The award was granted on May 8, 2017, with an effective date of March 1, 2017, under the Gold Fields Limited 2012 Share Plan.
Key Financial Metrics
The filing does not provide consolidated revenue, profit, cash flow, margin, debt, or liquidity figures for the company. The only specific financial data point disclosed is the share price used to value the performance share award: R41.2943, calculated as the 3-day volume-weighted average price (VWAP) for February 24, 27, and 28, 2017.
Material Changes
The primary material change reported is the issuance of 178,808 Performance Shares to PA Schmidt, a Director of Gold Fields Ltd. The acceptance of these shares was recorded on May 16, 2017. This transaction represents an off-market acceptance of rights attaching to ordinary shares.
Guidance, Outlook, and Risks
The filing outlines the performance conditions required for the shares to vest over a three-year period. The number of shares settling on the vesting date (three years from the effective date) will range from 0% to 200% of the initial award based on:
- Relative Total Shareholder Return (TSR): Measured against a peer group of ten major gold mining companies using US dollar share prices.
- Absolute TSR: Measured by the change in Gold Fields share price from the start to the end of the performance period.
- Free Cash Flow Margin (FCFM): Achievement of pre-determined targets.
The filing confirms that necessary clearance was obtained in accordance with JSE Listings Requirements section 3.66. No specific forward-looking guidance on operational outlook or general corporate risks is included in this document.
Investor Verification Checklist
- Verify the specific pre-determined targets for Free Cash Flow Margin and TSR thresholds not detailed in this summary.
- Confirm the full list of recipients of the Performance Shares, as this filing explicitly details only the award to PA Schmidt.
- Review the Gold Fields Limited 2012 Share Plan document for detailed vesting schedules and forfeiture conditions.
- Check subsequent filings for the actual performance results against the peer group basket at the end of the three-year period.