Distribution of Circular and Notice of General Meeting Relating to the Proposed Acquisition of Yamana Gold
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)
DISTRIBUTION OF CIRCULAR AND NOTICE OF GENERAL MEETING RELATING TO THE
PROPOSED ACQUISITION OF YAMANA GOLD
1. INTRODUCTION
Gold Fields Shareholders are referred to the announcements published by Gold Fields on
31 May 2022, 11 July 2022 and 4 October 2022 and earlier today (Initial Announcements)
regarding the proposed acquisition by Gold Fields of all the outstanding common shares of
Yamana Gold Inc. (Yamana) pursuant to a plan of arrangement (the Transaction).
Capitalised terms not defined in this announcement have the meaning given to such terms in
the circular posted to Gold Fields Shareholders today, 24 October 2022 (Circular), as
applicable.
2. DISTRIBUTION OF CIRCULAR
Gold Fields Shareholders are advised that the Circular providing the full details of the
Transaction and incorporating the notice convening the Gold Fields General Meeting (Notice
of General Meeting), has been posted to Gold Fields Shareholders today, Monday,
24 October 2022. Electronic copies of the Circular have been made available on Gold Fields’
website (www.goldfields.com) and can be made available through a secure electronic manner
at the election of the person requesting inspection.
A limited number of printed copies of the Circular are available at the registered address of
Gold Fields at 150 Helen Road, Sandown, Sandton, South Africa, or at the offices of Merrill
Lynch South Africa (Pty) Ltd t/a BofA Securities, the transaction sponsor for the Transaction,
at the 3rd Floor, The Place, 1 Sandton Drive, Sandhurst, Sandton, South Africa, from Monday,
24 October 2022 until Tuesday, 22 November 2022 (both days inclusive) during office hours
on business days.
3. NOTICE OF GENERAL MEETING
The Gold Fields General Meeting will be held in-person at The JSE Building, One Exchange
Square, Gwen Lane, Sandton, Johannesburg, South Africa, 2196, and by way of electronic
communication on Tuesday, 22 November 2022, at 12:00 South African time (05:00 New York
time). At the Gold Fields General Meeting, Gold Fields Shareholders will be requested to
consider and, if deemed fit, to pass, with or without modification, the requisite Gold Fields
Transaction Resolutions required to give effect to the Transaction. The Notice of General
Meeting contains the details for electronic and in-person participation at the Gold Fields
General Meeting, as well as the procedure applicable for voting and proxies.
4. RATIONALE FOR THE TRANSACTION
The acquisition of Yamana is the most compelling option available to Gold Fields Shareholders
as Gold Fields looks to the next phase of its strategy and value creation. The assets and
capabilities of Yamana are strategically aligned to that of Gold Fields. This commonality
provides the potential to add significant value by applying Gold Fields' core competencies and
key strengths, such as underground mining, project development, brownfields exploration and
asset optimisation, to realise the full potential of Yamana’s portfolio.
The Transaction grows both the value and quality of the Gold Fields portfolio and enables Gold
Fields to proactively address industry-wide longer-term production and reserve replacement
challenges. Yamana provides Gold Fields with an extensive portfolio of future growth projects
as it seeks to replenish its project pipeline. Both companies’ portfolios benefit from highly
complementary cash flow generation profiles with a number of Yamana's growth options
planned to commence after 2024, coinciding with a strong cash flow generation period for Gold
Fields following the ramp-up of South Deep and commercial production at Salares Norte.
5. INDEPENDENT VALUATION
The Circular incorporates a short-form independent Valuation Report1 of each of the principal
mineral properties of Yamana Gold, prepared by the CIBC World Markets Inc. (CIBC) pursuant
to the requirements of the JSE Limited.
Gold Fields’ interpretation of the Valuation Report is that it concludes that the value of the
Transaction consideration is well supported by the intrinsic value of Yamana’s assets.
Gold Fields notes that the scope of the Valuation Report is limited compared to its own
assessment of Yamana and additionally it does not consider all of the value potential at
Canadian Malartic. The highly complementary fit between Yamana’s portfolio of operating
assets and its extensive pipeline of future growth projects and Gold Fields’ technical and
financial capabilities, gives Gold Fields strong conviction in its ability to deliver superior
sustainable value from Yamana’s assets in excess of the value of the Transaction
consideration. A summary of the Valuation Report can be found in paragraph 4.3 of "Part VIII
– Transaction Circular to Gold Fields Shareholders" of the Circular.
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This Valuation Report sets out an independent valuation assessment (in accordance with the definition of
“independent” in the CIMVAL Code) of each of the principal mineral properties of Yamana, including all five
producing assets (Canadian Malartic, Jacobina, El Peñón, Minera Florida, and Cerro Morro) and the MARA
and Wasamac development projects, in each case based on the latest mine plans made available by Yamana,
and the latest mine technical reports. Each of the technical reports relied upon have been prepared in
accordance with Canadian NI 43-101 standards and is available for public review (as noted in the Circular),
including for the MARA development project, and the Cerro Morro and Minera Florida operating mines.
6. PRO FORMA FINANCIAL INFORMATION
The pro forma condensed consolidated income statement of Gold Fields and pro forma
condensed statement of financial position of Gold Fields for the financial year ended
31 December 2021 and the pro forma condensed consolidated income statement of Gold
Fields for the interim period ended 30 June 2022 can be found in Annexure 3 of the Circular.
They are illustrative of a combined statement of financial position and combined income
statement based on Gold Fields’ and Yamana Gold's historic financial statements. For the
2021 financial year, the pro forma condensed consolidated income statement of Gold Fields
shows a profit before tax of US$1,436.5m and US$843.9m for the half year period ended
30 June 2022.
7. SALIENT DATES AND TIMES
The salient dates and times applicable to the Transaction are set out below:
2022
Record date to determine which Gold Fields Shareholders are Friday, 14 October
eligible to receive the Circular
Circular posted to Gold Fields Shareholders and Monday, 24 October
announcement regarding distribution of the Notice of General
Meeting and form of proxy published on SENS and on Gold
Fields' website on
Last day to trade in Gold Fields shares in order to be recorded Tuesday, 8 November
in the Gold Fields register to attend, participate in and vote at
the Gold Fields General Meeting on
Record date for Gold Fields Shareholders to be recorded in Friday, 11 November
the Gold Fields register in order to be eligible to attend
participate in and vote at the Gold Fields General Meeting by
close of trade on
Voting cut-off date for receipt of voting instructions from Gold Tuesday, 15 November
Fields ADS holders on
Last day and time to lodge forms of proxy with Gold Fields's Friday, 18 November
transfer secretaries by 12:00 on (refer to note 2 below)
Yamana Meeting held on Monday, 21 November
Forms of proxy not lodged with the transfer secretaries to be Tuesday, 22 November
emailed to the chairperson of the Gold Fields General Meeting
at any time before the proxy exercises any rights of the Gold
Fields Shareholder at the Gold Fields General Meeting at
10:00 on
Gold Fields General Meeting to be held at 12:00 on Tuesday, 22 November
Results of the Gold Fields General Meeting released on SENS Tuesday, 22 November
on or about
Final order hearing in respect of Yamana on Wednesday, 23 November
Effective Date on or before Wednesday, 30 November
Notes:
1. The above dates and times may be amended, subject to the approval of the JSE, if required. Any such amendment
will be released on SENS.
2. A Gold Fields Shareholder may submit a form of proxy at any time before the commencement of the Gold Fields
General Meeting (or any adjournment or postponement of the Gold Fields General Meeting) or email it to the
chairperson of the Gold Fields General Meeting before the appointed proxy exercises any of the relevant Gold Fields
Shareholder's rights at the Gold Fields General Meeting (or any adjournment or postponement of the Gold Fields
General Meeting), provided that should a Gold Fields Shareholder lodge a form of proxy with the transfer secretaries
less than 48 hours (excluding Saturdays, Sundays and gazetted, national public holidays) before the Gold Fields
General Meeting, such Gold Fields Shareholder will also be required to furnish a copy of such form of proxy to the
chairperson of the Gold Fields General Meeting before the appointed proxy exercises any of such Gold Fields
Shareholder's rights at the Gold Fields General Meeting (or adjourned or postponed Gold Fields General Meeting).
3. If the Gold Fields General Meeting is adjourned or postponed, forms of proxy submitted for the initial Gold Fields
General Meeting will remain valid in respect of any adjournment or postponement of the Gold Fields General Meeting.
4. There will be no rematerialisation or dematerialisation between Wednesday, 9 November 2022, and Friday,
11 November 2022, both days inclusive, as the Gold Fields register will be closed for this period.
5. Although the important dates and times are stated to be subject to change, such statement may not be regarded as
consent or dispensation for any change to time periods which may be required in terms of the South African
Companies Act and the JSE Listings Requirements, where applicable, and any such consents or dispensations must
be specifically applied for and granted.
6. All dates and times indicated above are South African Standard Time, unless otherwise specified.
7. For the timetable relating to Gold Fields ADSs, Gold Fields ADS holders should refer to the notice and instructions
provided by the Bank of New York Mellon, being the depositary in respect of the Gold Fields ADS Program.
8. INTEGRATION OF YAMANA
Subject to the requisite shareholder approvals at the Yamana General Meeting on 21
November 2022 and the Gold Fields General Meeting on 22 November 2022 being obtained,
and subject to and following the satisfaction or waiver, as applicable, of the conditions
precedent to the Transaction as set out in paragraph 5.3 in "Part VIII – Transaction Circular to
Gold Fields Shareholders" of the Circular, it is anticipated that the Effective Date of the
Transaction will occur by 30 November 2022, following which formal integration will
commence.
The CEO will be Chris Griffith, supported by a management team and Board of Directors that
reflect the depth of talent and skills across both organisations. Gold Fields has commenced
its preparation for the integration. Gold Fields looks forward to engaging with Yamana’s
employees regarding plans for the new combined company and believes that their valuable
operational leadership and demonstrable technical talent will be key to unlocking the value of
the Transaction.
9. DIRECTORS RECOMMENDATION
The Gold Fields Board of Directors unanimously recommends that Gold Fields Shareholders
vote in favour of all the resolutions (as set out in the Notice of General Meeting) necessary to
effect the Transaction.
Gold Fields CEO, Chris Griffith, on the publication and posting of the Circular:
“Today marks another important milestone in our proposed acquisition of Yamana Gold.
Having engaged extensively with shareholders over the past few months, I am confident that
we’ve illustrated the rationale of this transaction, which secures our growth pipeline and
replacement reserves. This will be a winning combination of high-quality assets and world-
class operators, which is well placed to create sustainable, long-term value. Looking forward,
I speak on behalf of the Gold Fields team when I say how excited I am by the prospect of
working together with our new colleagues from Yamana Gold. This is an exciting inflection
point for Gold Fields that unlocks new opportunities for the talent across both organisations.”
10. YAMANA MANAGEMENT INFORMATION CIRCULAR REGARDING THE PLAN OF
ARRANGEMENT
Gold Fields also notes that Yamana published its management information circular in relation
to the Transaction on 21 October 2022. The Yamana management information circular can be
accessed at www.yamana.com/special-meeting.
For further information on the Transaction, to access the Circular and related Transaction
documents, please visit Gold Fields' website at www.goldfields.com.
Johannesburg
24 October 2022
Lead Financial Adviser and JSE Transaction Sponsor: Merrill Lynch South Africa (Pty) Ltd t/a BofA
Securities
Financial Advisor: J.P. Morgan Chase Bank, NA., Johannesburg Branch
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.
Gold Fields has total attributable annual gold-equivalent production of 2.34Mo, attributable gold-
equivalent Mineral Reserves of 48.6Moz and gold Mineral Resources of 111.8Moz. Gold Fields'
shares are listed on the Johannesburg Stock Exchange (JSE) and our American depositary shares
trade on the New York Stock Exchange (NYSE).
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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. Yamana's portfolio includes five operating gold mines
and various advanced and near development-stage projects and exploration properties. Yamana’s
total attributable production for the last twelve-month period (LTM) ended 31 March 2022 was 1,018
gold equivalent ounce ("GEO") koz. It has total attributable Mineral Reserves of around 13.7Moz of
gold, 6.7 billion pounds of copper and 11.3Moz of silver for the financial year ended 31 December
2021. The Yamana Shares are listed on the TSX, NYSE and the LSE.
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
Sven Lunsche, VP Corporate Affairs
Tel: +27 11 562 9763; Mobile: +27 83 260 9279
Email: Sven.Lunsche@goldfields.com
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
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. 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,
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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” and “forward-looking information” under
applicable 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 of the Yamana and Gold Fields meetings
and the anticipated publication of the Gold Fields Circular and Transaction-related announcements.
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’ listing 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 authorisation that may be
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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. 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. Shareholders
should not assume that any lack of update to a previously issued "forward-looking statement"
constitutes a reaffirmation of that statement.
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Date: 24-10-2022 08:57:00
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