Gold Fields Provides Market Update On Proposed Yamana Gold Acquisition
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)
GOLD FIELDS PROVIDES MARKET UPDATE ON PROPOSED YAMANA GOLD ACQUISITION
Further to the announcement published on Tuesday, 31 May 2022, Gold Fields is pleased to provide
a market update regarding the proposed acquisition of all the outstanding common shares of Yamana
Gold Inc. (Yamana) (the Transaction), including additional information on the quality and investment
case of the combined company.
Gold Fields is also announcing two developments which it believes improve the value of the Transaction
to shareholders:
- Enhanced dividends: Given our strong conviction on cash flows, Gold Fields will revise its
dividend policy to enable it to declare an interim and final dividend in respect of each financial
year, based on 30-45% of the normalised earnings attributable to owners of the parent.
Furthermore, and subject to attaining the relevant normalised earnings and the applicable legal
and board approvals required to declare a dividend, Gold Fields targets paying a dividend at
the top end of the revised dividend policy (45% of normalised earnings) for the 2023 dividend
cycles (being the 2023 interim and final dividends), following implementation of the proposed
acquisition.
- Toronto Stock Exchange (TSX) listing: Gold Fields will apply to have its securities listed on
the TSX, subject to the completion of the Transaction, to provide shareholders additional
flexibility at limited incremental cost. The TSX listing would be in addition to Gold Fields’ existing
primary listing on the Johannesburg Stock Exchange (JSE) and secondary listing of American
depositary shares on the New York Stock Exchange. The TSX listing is subject to the approval
of the TSX in accordance with its listing requirements. The TSX has not conditionally approved
Gold Fields’ listing application and there is no assurance that the TSX will approve the listing
application.
Chris Griffith, Chief Executive Officer of Gold Fields, says: “We have a strong track record of
growing the value and quality of our portfolio, being a disciplined operator, and rewarding our
shareholders with superior returns. We believe the Yamana acquisition delivers on our strategy to grow
the value and quality of our portfolio, by creating a winning combination of excellent assets with
complementary operational strengths and proactively addressing industry wide production and reserve
replacement challenges.
“Gold Fields has proven capacity to unlock the full potential of Yamana’s world class assets which will
give us a stronger capital markets profile and enable us to generate superior shareholder returns.
I have been greatly encouraged by the constructive discussions we have had with our shareholders.
The Board and management team remain steadfast in their belief in the long-term benefits that this deal
will bring to both sets of shareholders.
“The acquisition of Yamana represents the culmination of many months of assessing the best option to
accelerate Gold Fields’ growth strategy and deliver long term shareholder value. Having explored both
organic growth and bolt-on acquisitions, moving now to complete this transaction is the best opportunity
for both speed of delivery and value to accelerate the next phase of the company’s growth.”
The Transaction will require the approval of at least two-thirds of the votes cast by Yamana Gold
shareholders voting in person or represented by proxy at a special meeting of Yamana shareholders
called for that purpose.
The issuance of Gold Fields’ shares under the Transaction is also subject to the approval of at least
75% of the voting rights exercised on such resolution by Gold Fields’ shareholders at a special meeting
of Gold Fields’ shareholders called to approve the Transaction. The Transaction is subject to, among
other things, the approval by the Ontario Superior Court of Justice (Commercial List), applicable stock
exchange approvals and other regulatory approvals.
Transaction rationale
Gold Fields presently benefits from a strong near-term growth outlook with the Salares Norte mine
coming on stream in early 2023. Acquiring the 10–15-year quality replacement and growth profile of
Yamana provides a logical strategic fit that will result in long-term growth of the quality and value of the
combined portfolio of assets, while maintaining capital discipline and optimising shareholder returns.
Gold Fields is confident that now is the time to invest in the right asset pipeline given the global scarcity
of quality assets that are long-life, low cost, and located in appealing jurisdictions. Gold Fields’ believes
that the proposed Yamana acquisition will deliver on Gold Fields’ strategy and ensure it has the assets,
capital and technical capability to continue to grow and deliver value for shareholders for the longer-
term.
The new Gold Fields will have an industry-leading portfolio of high-quality, secure long-life assets with
a strong growth pipeline. Gold Fields’ proven track record in portfolio optimisation and project
development makes the Company well placed to unlock the full potential of Yamana’s development
potential and create sustainable value into the longer-term. The proposed acquisition is further expected
to deliver a stronger capital markets profile, increased balance sheet strength, significantly improved
liquidity and low leverage in line with industry peers.
An updated market presentation is being released today on our website – www.goldfields.com - which
explains in more detail the Transaction benefits for both sets of shareholders. An investor conference
call and media roundtable will be held later today (details below).
NOTICE OF INVESTOR CONFERENCE CALL
An investor conference call and presentation is available to all interested parties via live webcast today
at 1:30pm UK time/ 2:30pm South African Time/ 8.30am Eastern Time, via www.newgoldmajor.com
and www.goldfields.com or per the link and numbers below. A replay of the webcast will be available
after the completion of the call and will remain available for an extended period.
Register for the webcast at http://78449.themediaframe.com/links/goldfields220711.html and on the
company website – www.goldfields.com. We encourage you to pre-register for the webcast.
To dial into the telephone conference, please register at
https://services.choruscall.za.com/DiamondPassRegistration/register?confirmationNumber=4905425&
linkSecurityString=a54a1e565
Dial in details are as follows:
South Africa: +27 010 500 4108
UK: +44 203 608 8021
Australia: +61 073 911 1378
USA and Canada: +1 412 317 0088
International: +27 10 500 4108
NOTICE OF MEDIA CALL
Gold Fields CEO Chris Griffith will host a media conference call at 9:00am UK time/ 10:00am South
African Time/ 4:00am Eastern Time today. Callers are advised to dial in 5 minutes prior to the start
time. Register at
https://services.choruscall.za.com/DiamondPassRegistration/register?confirmationNumber=6367644&
linkSecurityString=d69b57804
Dial-in details are as follows:
South Africa: +27 010 201 6644 or +27 011 535 3586
UK: +44 333 300 1417
Australia: +27 028 015 2168
USA and Canada: +1 508 924 4325
For further information, please visit the dedicated Transaction microsite www.newgoldmajor.com.
Johannesburg
11 July 222
Financial Adviser and JSE Transaction Sponsor: Merrill Lynch South Africa (Pty) Ltd t/a BofA Securities
South African Legal Counsel: Webber Wentzel
U.S. and International Legal Counsel: Linklaters LLP
Canadian Legal Counsel: Fasken Martineau DuMoulin LLP
Notes to editors
About Gold Fields
Gold Fields Limited is a globally diversified gold producer with nine operating mines in Australia, Peru,
South Africa, and West Africa (including the Asanko Joint Venture) and one project in Chile. We have
total attributable annual gold-equivalent production of 2.34Mo, attributable gold-equivalent Mineral
Reserves of 48.6Moz and gold Mineral Resources of 111.8Moz. Our shares are listed on the
Johannesburg Stock Exchange (JSE) and our American depositary share trade on the New York Stock
Exchange (NYSE).
About Yamana Gold
Yamana is a Canadian-based precious metals producer with significant gold and silver production,
development stage properties, exploration properties, and land positions throughout the Americas,
including Canada, Brazil, Chile and Argentina.
For more information, please contact:
Gold Fields Investors and Media
Avishkar Nagaser, EVP, Investor Relations and Corporate Affairs
Tel: +27 11 562 9775; Mobile: +27 82 312 8692
Email: Avishkar.Nagaser@goldfields.com
Thomas Mengel, Manager, Investor Relations
Tel: +27 11 562 9849; Mobile: +27 72 493 5170
Email: Thomas.Mengel@goldfields.com
Media
Brunswick Group (Communications advisor to Gold Fields)
Johannesburg: Timothy Schultz; Tel: +27 82 309 2497
London: Pip Green / Nick Bias / Tom Pigott; Tel: +44 20 7404 5959
North America: Emily Levin / Nikki Ritchie; Tel: +1 202 617 8582 / Tel: +1 845 682 9850
Important Information
Further information pertaining to the Transaction will be provided in due course pursuant to the
documentation to be released by Gold Fields and Yamana in relation to the Transaction (the
“Transaction Documents”). Investors are advised to read the Transaction Documents, which will contain
the terms and conditions of the Transaction, with care and in full. Any decision or analysis of and/or
election in respect of the Transaction, and/or other matters dealt with in the Transaction Documents
should be made only on the basis of such information.
Nothing contained in this announcement constitutes, or is intended to constitute, investment, tax, legal,
accounting or other professional advice.
No Offer or Solicitation
This announcement is for information purposes only and does not constitute or form part of any offer to
sell or issue or any solicitation of any offer to buy or subscribe for any securities in the United States or
any other jurisdiction. This announcement does not constitute a prospectus or other offering document.
No securities have been or will be registered under the U.S. Securities Act, or the securities laws of any
state of the United States or any other jurisdiction, and any securities issued in connection with the
Transaction are anticipated to be issued in reliance upon the exemption from the registration
requirements of the U.S. Securities Act provided for by Section 3(a)(10) thereof and in accordance with
applicable state securities laws. No public offering of securities is being made in any jurisdiction where
such an offering would be unlawful. The distribution of this announcement may be restricted by
applicable laws and regulations. Persons who are physically located in those jurisdictions and in which
this announcement is circulated, published or distributed must inform themselves about and observe
such restrictions.
The information contained in this announcement does not constitute or form a part of any offer to the
public for the sale of, or subscription for, or an invitation, advertisement or the solicitation of an offer to
purchase and/or subscribe for, securities as defined in and/or contemplated by the South African
Companies Act, No. 71 of 2008 (“South African Companies Act”). Accordingly, this announcement does
not, nor does it intend to, constitute a “registered prospectus” or an advertisement relating to an offer
to the public, as contemplated by the South African Companies Act and no prospectus has been, or will
be, filed with the South African Companies and Intellectual Property Commission in respect of this
announcement.
The information contained in this announcement constitutes factual information as contemplated in
Section 1(3)(a) of the South African Financial Advisory and Intermediary Services Act, 37 of 2002, as
amended (“FAIS Act”) and should not be construed as an express or implied recommendation, guide
or proposal that any particular transaction in respect of any securities referred to in this announcement
or in relation to the business or future investments of Gold Fields and/or Yamana, is appropriate to the
particular investment objectives, financial situations or needs of a prospective investor, and nothing
contained in this announcement should be construed as constituting the canvassing for, or marketing
or advertising of, financial services in South Africa. Gold Fields is not a financial services provider
licensed as such under the FAIS Act.
The information contained within this announcement is deemed to constitute inside information for the
purposes of Article 7 of EU Regulation 596/2014 (which forms part of domestic UK law pursuant to the
European Union (Withdrawal) Act 2018). Upon publication of this announcement, this information is
now considered in the public domain.
This announcement is not for release, publication or distribution, in whole or in part, in or into any
jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction.
No shares are being offered to the public by means of this announcement. This announcement does
not constitute or form part of, and should not be construed as, any offer, invitation or recommendation
to purchase, sell or subscribe for any securities or the solicitation of any vote for approval in any
jurisdiction and neither the issue of the information nor anything contained herein shall form the basis
of or be relied upon in connection with, or act as an inducement to enter into, any investment activity,
or the making of any investment decision.
Forward-looking Statements
This announcement contains “forward-looking statements” within the meaning of Section 27A of the
Securities Act and Section 21E of the U.S. Securities Exchange Act of 1934 which are intended to be
covered by the safe harbor created by such sections and other applicable laws and “forward-looking
information” within the meaning of applicable Canadian securities laws. Where a forward-looking
statement expresses or implies an expectation or belief as to future events or results, such expectation
or belief is expressed in good faith and believed to have a reasonable basis. However, such statements
are subject to risks, uncertainties and other factors, which could cause actual results to differ materially
from future results expressed, projected or implied by the forward-looking statements. Undue reliance
should not be placed on such statements. Forward-looking statements often address our expected
future business and financial performance and financial condition, and often contain words such as
“anticipate,” “intend,” “plan,” “will,” “would,” “estimate,” “expect,” “goal,” “believe,” “target,” “indicative,”
“preliminary,” or “potential.” Forward-looking statements in this announcement may include, without
limitation: statements relating to the Transaction and the expected terms, timing and closing of the
Transaction, including receipt of required approvals and satisfaction of other customary closing
conditions; expectations related to a TSX listing; anticipated Transaction synergies; estimates of future
production; estimates of future costs applicable to sales and all-in sustaining costs; estimates of future
growth rates; climate-related statements, targets and metrics, expectations regarding future exploration
and the development, growth and potential of the Combined Group’s operations, project pipeline and
investments, including, without limitation, project returns, capital costs, capital intensity, annual
production, and feasibility study schedules; expectations of future dividends including targeting paying
a dividend at the top end of Gold Fields’ revised dividend policy; expectations of returns to shareholders;
expectations of future free cash flow generation, liquidity, balance sheet strength and credit ratings;
expectations of future plans and benefits; expectations regarding mineral reserves and mineral
resources, grade and recoveries; estimates of future closure costs and liabilities; the Combined Group
constituting a new senior gold producer and the attributes thereof; leadership in sustainability and the
ability to develop various projects. Estimates or expectations of future events or results are based upon
certain assumptions, which may prove to be incorrect. Such assumptions, include, but are not limited
to: there being no significant change to current geotechnical, metallurgical, hydrological and other
physical conditions at Gold Fields and Yamana’s properties and operations; permitting, development,
operations and expansion of Gold Fields’ and Yamana’s operations and projects being consistent with
current expectations and mine plans; the TSX approving Gold Fields’ lisitng application; attaining the
necessary normalised earnings to enable Gold Fields to pay the expected; political developments in
any jurisdiction in which Gold Fields or Yamana operate being consistent with current expectations;
certain exchange rate assumptions for the Australian dollar, South African rand or the Canadian dollar
to the U.S. dollar, as well as other exchange rates being approximately consistent with current levels;
certain price assumptions for gold, copper, silver, zinc, molybdenum and oil; prices for key supplies
being approximately consistent with current levels; the accuracy of current mineral reserve and mineral
resource estimates; and other planning assumptions.
Risks relating to forward-looking statements in regard to Gold Fields’ and Yamana’s business and future
performance may include, but are not limited to, volatility in the price of gold and other metals, currency
fluctuations, operational risks, supply chain shortages, rising inflation, increased production costs and
variances in ore grade or recovery rates from those assumed in mining plans, political and country risk,
community relations, increased regulation of environmental and sustainability matters, the impact of
climate change on Gold Fields’ and Yamana’s operations, conflict resolution governmental regulation
and judicial outcomes and other risks. In addition, material risks that could cause actual results to differ
from forward-looking statements include: the inherent uncertainty associated with financial or other
projections; the prompt and effective integration of Gold Fields’ and Yamana’s businesses; the risk
associated with Gold Fields’ and Yamana’s ability to obtain required shareholder approval of the
Transaction; timing of completion of the Transaction, including the risk that the conditions to the
Transaction are not satisfied on a timely basis or at all and the failure of the Transaction to close for
any other reason; the risk that a consent or authorization that may be required for the Transaction is
not obtained or is obtained subject to conditions that are not anticipated; the risk that the TSX approval
for the listing is not obtained; the risk that earnings are not as expected; the outcome of any legal
proceedings that may be instituted against the parties and others related to the arrangement agreement;
unanticipated difficulties or expenditures relating to the Transactions, the response of business partners
and retention as a result of the announcement and pendency of the Transactions; potential volatility in
the price of the Gold Fields Shares or Gold Fields ADSs due to the Transaction; the anticipated size of
the markets and continued demand for Gold Fields’ and Yamana’s resources and the impact of
competitive responses to the announcement of the Transaction; and the diversion of management time
on Transaction-related issues.
Further details of potential risks and uncertainties affecting Gold Fields and Yamana are described in
Gold Fields’ filings with the JSE and the United States Securities and Exchange Commission, including
the Gold Fields’ Integrated Annual Report 2021 and annual report on Form 20-F filed with the United
States Securities and Exchange Commission on 31 March 2022 (SEC File no. 001-31318) and
Yamana’s most recent annual information form as well as its other filings made with the securities
regulatory authorities in all provinces of Canada and available at www.sedar.com, and Yamana’s most
recent annual report on Form 40-F filed with the United States Securities and Exchange Commission.
Gold Fields is not affirming or adopting any statements or reports attributed to Yamana in this
announcement or made by Yamana outside of this announcement. These forward-looking statements
speak only as of the date they are made. Readers are cautioned not to place undue reliance on such
statements. Gold Fields does not undertake any obligation to publicly release revisions to any “forward-
looking statement,” including, without limitation, outlook, to reflect events or circumstances after the
date of this announcement, or to reflect the occurrence of unanticipated events, except as may be
required under applicable securities laws. Investors should not assume that any lack of update to a
previously issued "forward-looking statement" constitutes a reaffirmation of that statement. Continued
reliance on "forward-looking statements" is at investors' own risk.
Date: 11-07-2022 07:05:00
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