GFI 201603170052A
Launch of accelerated offering to raise up to ZAR2.5 Billion
Gold Fields Limited
(Reg. No. 1968/004880/06)
(Incorporated in the Republic of South Africa)
JSE, NYSE, DIFX Share Code: GFI
ISIN Code: ZAE000018123
(“Gold Fields” or the “Company”)
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART,
DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA,
CANADA, JAPAN OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE
UNLAWFUL TO DO SO.
THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY, NOR SHALL THERE BE ANY SALE OF THE
SECURITIES REFERRED TO HEREIN, IN OR INTO ANY JURISDICTION WHERE
SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO
REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY
SUCH JURISDICTION. PLEASE SEE THE DISCLAIMER AT THE END OF THIS
ANNOUNCEMENT.
LAUNCH OF ACCELERATED OFFERING TO RAISE UP TO ZAR2.5 BILLION
Gold Fields hereby announces the launch of an accelerated offering of up to 38,857,914
new ordinary shares (the “Placing”) of Gold Fields (“Placing Shares”) constituting
approximately 5% of its issued share capital, to raise approximately ZAR2.5 billion,
subject to the satisfaction of certain conditions, through a bookbuilding process (the
“Bookbuild”) to be carried out by Merrill Lynch International (“BofA Merrill Lynch”), which
is acting as sole global coordinator and bookrunner in relation to the Placing, and Scotia
Capital Inc. (“Scotiabank”), which is acting as co-bookrunner in relation to the Placing
(each, a “Manager” and, together, the “Managers”).
Rationale for the Placing and use of proceeds
On 19 February 2016, Gold Fields launched a tender offer to buy back up to US$200
million of its US$1 billion 4.875% guaranteed notes due 7 October 2020 (the “Notes”).
Gold Fields accepted US$147.61 million of the Notes tendered, at a purchase price of
US$880 per US$1,000 in principal amount of the Notes (88% of the notional value),
utilising its existing available revolving credit facilities. The net proceeds from the Placing
will be applied to the Company’s existing US$ revolving credit facility that was utilised to
purchase the Notes.
The Placing Shares will be issued by Gold Fields under its existing general authority to
issue shares for cash.
Launch of the Bookbuild
The Placing Shares will be offered to qualifying institutional investors only, and the
Placing does not and will not constitute, nor is it intended to constitute, an offer to the
public to purchase or subscribe for any Placing Shares.
The book for the Bookbuild will open with immediate effect and is expected to close by
17:00 (South African time) on Friday, 18 March 2016. Pricing and allocations will be
announced as soon as practicable following the closing of the book. The timing of the
closing of the book, the pricing of the Placing Shares and the making of allocations will
be agreed by Gold Fields and BofA Merrill Lynch and will be announced as soon as
possible after the close of the Bookbuild.
The Placing Shares will, when issued, be credited as fully paid and will rank pari passu in
all respects with the existing ordinary shares of the Company, including the right to
receive all dividends and other distributions declared in respect of such ordinary shares
after the date of issue of the Placing Shares. Gold Fields will apply for admission of the
Placing Shares to trade on the Main Board of the JSE Limited (“JSE”). Listing and trading
of the Placing Shares on the JSE is expected to commence at 09:00 (South African time)
three business days after the close of the Bookbuild, subject to the JSE’s approval.
Under the placing agreement entered into between Gold Fields and the Managers (the
“Placing Agreement”), Gold Fields and its subsidiaries will not, subject to customary
exceptions relating to employee share participation and similar arrangements, issue any
further ordinary shares for a period of 90 days from the closing date of the Placing,
without the prior consent of BofA Merrill Lynch.
The Placing is conditional, inter alia, upon admission of the Placing Shares to trading on
the Main Board of the JSE becoming effective and the Placing Agreement not being
terminated.
Information on Gold Fields, including its most recent financial results, can be found on its
website at www.goldfields.co.za.
17 March 2016
JSE Sponsor to Gold Fields
JP Morgan Equities South Africa (Pty) Ltd
Sole Global Coordinator and Bookrunner
BofA Merrill Lynch
Co-bookrunner
Scotiabank
Legal counsel to Gold Fields
Linklaters LLP
ENS
Legal counsel to the Managers
Davis Polk & Wardwell London LLP
Bowman Gilfillan
Contacts
Gold Fields
Avishkar Nagaser Tel: +27 11 562 9775
Email: Avishkar.nagaser@goldfields.co.za Tel: +27 82 312 8692
BofA Merrill Lynch
James Fleming Tel: +44 20 7995 3700
Daniel Norman Tel: +44 20 7995 3700
Scotiabank
John McCartney Tel: + 1 416 863 7579
Nikita Tziavas Tel: + 1 416 862 3727
Disclaimer
This announcement is restricted and is not for release, publication or distribution, in
whole or in part, directly or indirectly, in or into the United States (including its territories
and possessions, any state of the United States and the District of Columbia), Australia,
Canada, Japan or any other jurisdiction in which such release, publication or distribution
would be unlawful. This announcement is for information purposes only, does not purport
to be full or complete, is subject to change and shall not constitute or form part of an offer
or solicitation of an offer to purchase, sell, issue or subscribe for securities in the United
States or any other jurisdiction, nor shall there be any sale of securities in any jurisdiction
in which such offer, solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction. Any failure to comply with
these restrictions may constitute a violation of securities laws of such jurisdictions. No
reliance may be placed for any purpose on the information contained in this
announcement or its accuracy or completeness.
The distribution of this announcement and the Placing of the Placing Shares in certain
jurisdictions may be restricted by law. The Placing Shares may not be offered to the
public in any jurisdiction in circumstances which would require the preparation or
registration of any prospectus or offering document relating to the Placing Shares in such
jurisdiction. No action has been taken by Gold Fields or either Manager or any of their
respective affiliates that would permit an offering of such securities or possession or
distribution of this announcement or any other offering or publicity material relating to
such securities in any jurisdiction where action for that purpose is required. Persons into
whose possession this announcement comes are required by Gold Fields and the
Managers to inform themselves about, and to observe, such restrictions. No offering
document, pre-listing statement or prospectus has been or will be submitted to be
approved by the JSE or the South African Companies and Intellectual Properties
Commission in relation to the Placing, nor will any offering document, pre-listing
statement or prospectus be made available in connection with the matters contained in
this announcement. No such offering document, pre-listing statement or prospectus is
required (in accordance with the Prospectus Directive or otherwise) to be published.
Persons needing advice should consult an independent financial adviser.
The Placing Shares have not been and will not be registered under the United States
Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold,
directly or indirectly, within the United States or to, or for the account or benefit of, US
persons, absent registration or an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act. There will be no public offer of the Placing
Shares in the United States or in any other jurisdiction. The Placing Shares are being
offered outside the United States in transactions that are not subject to the Securities Act
pursuant to Regulation S under the Securities Act (“Regulation S”) to persons other than
US persons (within the meaning of Regulation S) and in the United States to “qualified
institutional buyers” (“QIBs”) pursuant to an exemption from, or in transactions not
subject to, the registration requirements of the Securities Act. The Placing Shares are
subject a 40 day distribution compliance period within the meaning of Regulation S and
may not be reoffered, resold, pledged or otherwise transferred, or deposited into Gold
Fields’ American depositary share program, until the conclusion of such distribution
compliance period, and the Placing Shares may not be used, directly or indirectly, in any
hedging transaction, including Gold Fields’ American depositary shares.
The Placing Shares have not been approved or disapproved by the United States
Securities and Exchange Commission, any state securities commission or other
regulatory authority in the United States, nor have any of the foregoing authorities passed
upon or endorsed the merits of the Placing or the accuracy or adequacy of this
announcement. Any representation to the contrary is a criminal offence in the United
States.
Neither this announcement nor the Placing constitutes or is intended to constitute an
offer to the public in South Africa in terms of the South African Companies Act 71 of 2008
(as amended) (the “South African Companies Act"). In South Africa this announcement is
only being distributed to, and is only directed at, and any investment or investment
activity to which this announcement relates is available only to, and will be engaged in
only with, persons in South Africa who (i) fall within the categories of persons set out in
section 96(1)(a) of the South African Companies Act or (ii) who are persons who
subscribe, as principal, for Placing Shares at a minimum placing price of R1 000 000, as
envisaged in section 96(1)(b) of the South African Companies Act.
In member states of the European Economic Area (“EEA”) which have implemented the
Prospectus Directive (each, a “Relevant Member State”), this announcement and any
offer if made subsequently is directed exclusively at persons who are qualified investors
within the meaning of the Prospectus Directive (“Qualified Investors”). For these
purposes, the expression “Prospectus Directive” means Directive 2003/71/EC (and
amendments thereto, including Directive 2010/73/EU, to the extent implemented in a
Relevant Member State), and includes any relevant implementing measure in the
Relevant Member State. A prospectus is not required to be published pursuant to the
Prospectus Directive.
This announcement is a financial promotion. Accordingly, in the United Kingdom this
announcement is only being distributed to, and is only directed at, and any investment or
investment activity to which this announcement relates is available only to, and will be
engaged in only with, Qualified Investors who are (i) investment professionals falling with
Article 19(5) of the UK Financial Services and Markets Act 2000 (Financial Promotion)
Order 2005, as amended (the “Order”); (ii) high net worth entities or other persons falling
within Article 49(2)(a) to (d) of the Order; or (iii) persons to whom it may otherwise
lawfully be communicated (all such persons together being referred to as “relevant
persons”). Persons who are not relevant persons should not take any action on the basis
of this announcement and should not act or rely on it.
This announcement has been issued by, and is the sole responsibility of, Gold Fields. No
representation or warranty, express or implied, is or will be made as to, or in relation to,
and no responsibility or liability is or will be accepted by, the Managers or by any of their
respective affiliates or any of its or their respective directors, employees, advisers or
agents as to, or in relation to, the accuracy or completeness of this announcement or any
other written or oral information made available to, or publicly available to, any interested
party or their advisers, and any liability therefore is expressly disclaimed.
This announcement does not purport to identify or suggest the risks (direct or indirect)
which may be associated with an investment in the Placing Shares. Any investment
decision to apply for, and subscribe for, the Placing Shares must be made solely on the
basis of publicly available information. Any such information has not been independently
verified by the Managers.
The Placing of the Placing Shares is subject to the Placing Agreement becoming
unconditional in accordance with its terms.
Each of the Managers is acting for Gold Fields, and no one else, in connection with the
Placing and will not be responsible to anyone other than Gold Fields for providing the
protections afforded to the respective clients of the Managers, nor for providing advice to
any other person in relation to the Placing or any other matter referred to herein.
In connection with the Placing, any of the Managers and any of their respective affiliates
acting as an investor for their own account may take up a portion of the Placing Shares
as a principal position and in that capacity may retain, purchase or sell for their own
account such Placing Shares. In addition they may enter into financing arrangements and
swaps with investors in connection with which they may from, time to time, acquire, hold
or dispose of Placing Shares. Accordingly, references to the Placing Shares being
offered, acquired, placed or otherwise dealt in should be read as including any issue or
offer to, or acquisition, placing or dealing by, the Managers and any of their affiliates
acting as investors for their own accounts. The Managers do not intend to disclose the
extent of any such investment or transactions otherwise than in accordance with any
legal or regulatory obligation to do so.
Nothing in this announcement should be viewed, or construed, as "advice", as that term
is used in the South African Financial Markets Act, 2012, and/or Financial Advisory and
Intermediary Services Act, 2002, by any of the Managers.
The Placing Shares will not be admitted to trading on any stock exchange other than the
JSE. Neither the content of Gold Fields's website nor any website accessible by
hyperlinks on Gold Fields's website is incorporated in, or forms part of, this
announcement.
This announcement contains (or may contain) certain forward-looking statements which
reflect Gold Fields’s intent, beliefs or current expectations about the future and can be
recognised by the use of words such as, inter alia, “expects,” “plans,” “will,” “estimates,”
“projects,” “intends,” or words of similar meaning. These forward-looking statements are
not guarantees of future performance and are based on assumptions about Gold Fields’s
operations and other factors, many of which are beyond Gold Fields’s control, and
accordingly, actual results may differ materially from these forward-looking statements.
Forward-looking statements contained in this announcement regarding past trends or
activities should not be taken as a representation that such trends or activities will
continue in the future. Except as required by the JSE or applicable law, Gold Fields
expressly disclaims any obligation or undertaking to release publicly any updates or
revisions to any forward-looking statements contained in this announcement to reflect
any changes in Gold Fields's expectations with regard thereto or any changes in events,
conditions or circumstances on which any such statement is based.
Date: 17/03/2016 05:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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