GFI 201603180014A
Media Release - Gold Fields strengthens balance sheet
Gold Fields Limited
(Reg. No. 1968/004880/06)
(Incorporated in the Republic of South Africa)
(“Gold Fields” or “the Company”)
JSE, NYSE, DIFX Share Code: GFI
ISIN Code: ZAE000018123
Media Release - Gold Fields strengthens balance sheet
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART,
DIRECTLY OR INDIRECTLY, IN OR INTO 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.
Johannesburg, 18 March 2016: Gold Fields Limited (Gold Fields) (JSE,
NYSE: GFI) has successfully completed a R2.3bn (US$150m) accelerated
equity raising by way of a private placement to institutional
investors.
The offer was significantly oversubscribed and a total number of
38,857,913 new Gold Fields shares were placed at a price of R59.50
per share which represents a discount of 6.0% to the 30-day volume
weighted average traded price (VWAP), for the period ended 17 March
2016 and a 0.7% discount to the 50-day moving average.
On 19 February 2016, Gold Fields launched a tender offer to buy back
up to US$200m of its US$1bn 4.875% guaranteed notes due 7 October
2020. Gold Fields accepted US$147.61m of the Notes tendered, at a
purchase price of US$880 per US$1,000 in principal amount of the
Notes (88% of the notional value), utilising its existing available
revolving credit facilities. This translates to a yield to maturity
of 8.1% per annum on the bonds accepted.
The net proceeds from the Placing will be applied to the Company’s
existing US$ revolving credit facility that was utilised to purchase
the Notes.
The net effect of these transactions, will be a reduction in the net
debt to EBITDA ratio from 1.38x to 1.21x, as at 31 December 2015,
which gets Gold Fields closer to achieving one of its key strategic
objectives of net debt to EBITDA of 1.0x.
The Company’s FY16 guidance of gold equivalent production of 2.05 to
2.10Moz at all-in costs of US$1,035-1,045/oz remains intact.
The Placing was executed by Merrill Lynch International acting as
global coordinator and bookrunner and Scotiabank as co-bookrunner.
Enquiries
Investors
Avishkar Nagaser
Tel: +27 11 562-9775
Mobile: +27 82 312 8692
Email : Avishkar.Nagaser@goldfields.co.za
Media
Sven Lunsche
Tel: +27 11 562-9763
Mobile: +27 83 260 9279
Email : Sven.Lunsche@goldfields.co.za
JSE Sponsor: J.P. Morgan Equities South Africa (Pty) Ltd
Ends
Disclaimer
This announcement is restricted and is not for release, publication
or distribution, in whole or in part, directly or indirectly, in or
into 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 the managers 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.
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.
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.
The Placing of the Placing Shares is subject to the Placing
Agreement becoming unconditional in accordance with its terms.
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.
Notes to editors
About Gold Fields
Gold Fields Limited is an unhedged, globally diversified producer of
gold with eight operating mines in Australia, Ghana, Peru and South
Africa with attributable annual gold production of approximately 2.2
million ounces. It has attributable Mineral Reserves of around 48
million ounces and Mineral Resources of around 108 million ounces.
Attributable copper Mineral Reserves total 620 million pounds and
Mineral Resources 6,873 million pounds. Gold Fields has a primary
listing on the JSE Limited, with secondary listings on the New York
Stock Exchange (NYSE) and the Swiss Exchange (SWX).
Date: 18/03/2016 09:26:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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