GFI
GOGOF
GFI - Gold Fields Limited - Acquisition of IAMGOLD`S minority interests in
Tarkwa and Damang
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
ANNOUNCEMENT REGARDING THE PROPOSED INDIRECT ACQUISITION BY GOLD FIELDS THROUGH
GOLD FIELDS GHANA HOLDINGS (BVI) LIMITED ("GFGH") ITS WHOLLY OWNED SUBSIDIARY OF
18.9% OF THE ORDINARY SHARES OF GOLD FIELDS GHANA LIMITED ("GFGL") AND ABOSSO
GOLDFIELDS LIMITED ("AGFL") FROM REPADRE CAPITAL (BVI) INC, A WHOLLY OWNED
SUBSIDIARY OF IAMGOLD CORPORATION("IAMGOLD")
1. Introduction
Shareholders are advised that Gold Fields has entered into a binding
agreement to purchase through GFGH an indirect 18.9% interest in each of
the Tarkwa and Damang gold mines in Ghana, from IAMGOLD for an aggregate
consideration of US$667 million payable in cash (the "Proposed
Acquisition").
Upon completion of the Proposed Acquisition, Gold Fields will have
increased its interest in each of the Tarkwa and Damang gold mines from
71.1% to 90%, the remaining 10% interest being held by the Government of
Ghana. The completion of the Proposed Acquisition will occur on the second
business day after all the conditions precedent have been met which is
expected to be no later than 31 July 2011.
2. Rationale for the Proposed Acquisition
The Proposed Acquisition is expected to increase attributable production
from the West Africa region, by approximately 181,000 ounces per annum,
attributable gold resources by 3.3 million ounces and attributable reserves
by 2.1 million ounces.
Conceptual mining studies indicate considerable potential for further cut-
back opportunities for the Damang open pit and the Proposed Acquisition
increases Gold Fields exposure to this potential.
Gold Fields knows and understands the Tarkwa and Damang gold mines and has
a good understanding of the Ghanaian operating environment. As such the
Proposed Acquisition is regarded as a relatively low risk transaction that
should increase the company`s international production and lower its
overall cost of producing gold. The Proposed Acquisition is expected to be
accretive to Gold Fields earnings and EBITDA per share.
3. Tarkwa and Damang
The Tarkwa gold mine is located in south-western Ghana, about 300
kilometres west of Accra, the capital of Ghana. The mine is situated some
four kilometres west of the town of Tarkwa, which has good access roads, an
established infrastructure and is served by a main road connecting to the
port of Takoradi some 60 kilometres away at the Atlantic coast. The
infrastructure of the mine consists of six open pits, two heap leach
facilities, and a Carbon In Leach ("CIL") plant. The ore body consists of a
series of sedimentary banket quartz reef units (conglomerates) of the
Tarkwain System, that are similar to those mined in the Witwatersrand Basin
of South Africa. The operation is currently mining multiple-reef horizons
from open pits and there is potential for underground mining in the future.
Tarkwa has a mineral resource of 12.6 million gold ounces and a mineral
reserve of 9.3 million ounces. Tarkwa produced 734,800 ounces of gold in
calendar year 2010 at a cash cost of US$573 per ounce and a Notional cash
expenditure ("NCE") of US$831 per ounce. The outlook for 2011 is to produce
between 720,000 and 760,000 ounces at a total cash cost of US$590 per ounce
and NCE of US$900 per ounce.
The Damang gold mine is also located in south-western Ghana, about 300
kilometres by road, west of Accra, the capital of Ghana and 30 kilometres
north of the neighbouring Tarkwa gold mine, and is served by a main road
connecting to the port of Takoradi, some 90 kilometres to the south-east.
The mine infrastructure consists of multiple open pits, surface stockpile
sources and a CIL plant. The Damang gold mine exploits oxide and fresh
hydrothermal mineralisation in addition to Witwatersrand style,
palaeoplacer mineralisation, similar to that of the Tarkwa gold mine.
Damang has a mineral resource of 4.6 million gold ounces and a mineral
reserve of 2.1 million ounces. Damang produced 227,500 ounces in 2010 at a
total cash cost of US$660 per ounce and a NCE of US$973 per ounce. The
outlook for 2011 is to produce between 220,000 and 250,000 ounces of gold
at a total cash cost of US$700 per ounce and NCE of US$950 per ounce.
4. Conditions precedent to the Proposed Acquisition
The Proposed Acquisition will be subject to customary terms and conditions
including the fulfilment of certain conditions precedent which will
include:
- all required approvals, including the approval of the Proposed
Acquisition by Gold Fields shareholders in general meeting, have been
obtained;
- the Gold Fields Board shall not have:
* failed to recommend that Gold Fields` shareholders vote their
Gold Fields shares in favour of the Proposed Acquisition; or
* withdrawn, withheld, amended, modified or qualified, or proposed
publicly to withdraw, withhold, amend, modify or qualify, in each
case in a manner adverse to IAMGOLD, its recommendation that Gold
Fields` shareholders vote their Gold Fields shares in favour of
the Proposed Acquisition;
- the Reorganisation, which comprises a number of transactions involving
IAMGOLD, certain of its subsidiaries and certain third parties, to be
completed; and
- there has been no event, circumstance, effect, change, condition or
state of facts that has or could reasonably be expected to have a
material adverse effect in respect of the wholly-owned subsidiaries of
IAMGOLD that own the 18.9% of the shares of GFGL or AGFL since 31
December 2010.
5. Related party transaction
In terms of Section 10.4 of the Listings Requirements, where a listed
company enters into a transaction with a shareholder who is, or within the
12 months preceding the date of the transaction was, entitled to exercise
or control the exercise of 10% or more of the votes able to be cast on all
or substantially all matters at general meetings of the listed company or
its subsidiary or holding company or fellow subsidiary of its holding
company ("Related Party"), which exceeds 5% of the company`s market
capitalisation (at the date of transaction), certain requirements are
required to be fulfilled before completing the transaction, including but
not limited to:
- obtaining shareholder approval from the shareholders of the listed
company; and
- the board of Directors confirming that the Proposed Acquisition is
fair insofar as the shareholders of the listed company are concerned
and that the Board has been so advised by an opinion from an
independent professional expert acceptable to the JSE.
As IAMGOLD is a material shareholder (18.9%) of GFGL and AGFL (both being
subsidiaries of Gold Fields), IAMGOLD is regarded as a Related Party, and
the Proposed Acquisition is regarded as a Related Party transaction, as
defined in the Listing Requirements. The Proposed Acquisition represents
5.16% of Gold Fields` market capitalisation on 15 April 2011 being the date
on which the Proposed Acquisition was announced on the SENS, and
accordingly approval of Gold Fields` shareholders is required in terms of
the Listing Requirements.
6. Unaudited pro forma financials effects of the Proposed Acquisition
The unaudited pro forma financial effects of the Proposed Acquisition are
set out below. The unaudited pro forma financial effects have been prepared
for illustrative purposes only to provide information on how the Proposed
Acquisition might have affected the reported historical financial
information of Gold Fields assuming that the Proposed Acquisition was
implemented on 1 July 2010 for purposes of the pro forma income statement
and 31 December 2010 for purposes of the pro forma statement of financial
position.
Because of its nature, the unaudited pro forma financial effects may not
fairly present Gold Fields financial position, changes in comprehensive
income, changes in equity, and results of operations or cash flows after
the Proposed Acquisition. It does not purport to be indicative of what the
financial results would have been had the Proposed Acquisition been
implemented on a different date.
The Directors are solely responsible for the preparation of the unaudited
pro forma financial effects.
The table below sets out the unaudited pro forma financial effects on Gold
Fields of the Proposed Acquisition based on audited financial results of
Gold Fields for the six months ended 31 December 2010 and financial
position at 31 December 2010.
Six month period
ended 31 December
2010
Before the The After the Percen
Proposed Proposed Proposed tage
Acquisition Acquisition Acquisition change
(1) (2)(3)
(Loss)/earnings (11) 29 19 272.7%
per share - cents
Diluted (loss)/ (11) 29 18 263.6%
earnings per share
- cents
Headline (loss)/ (11) 29 18 263.6%
earnings per share
- cents
Diluted headline (11) 29 18 263.6%
(loss)/earnings
per share - cents
Net asset value 6,468 (625) 5,844 (9.7%)
per share - cents
Net tangible value 5,850 (625) 5,225 (10.7%)
per share - cents
Weighted average 711,011,673 - 711,011,673 -
number of ordinary
shares
Diluted weighted 719,689,050 - 719,689,050 -
average number of
ordinary shares
Shares in issue 720,796,887 - 720,796,887 -
Notes:
1. (Loss)/earnings per share (EPS), diluted (loss)/ earnings per share
(DEPS), headline earnings/(loss) per share (HEPS), diluted headline
earnings/(loss) per share (DHEPS), net asset value (NAV) per share,
Net Tangible asset value (NTAV) per share "Before the Proposed
Acquisition" are based on the audited financial results of Gold Fields
for the six months ended 31 December 2010 and financial position at 31
December 2010.
2. EPS, DEPS, HEPS and DHEPS "After the Proposed Acquisition" are based
on the assumption that the Proposed Acquisition was implemented on 1
July 2010.
3. NAV and NTAV "After the Proposed Acquisition" are based on the
assumption that the Proposed Acquisition was implemented on 31
December 2010.
4. EPS, DEPS, HEPS and DHEPS "After the Proposed Acquisition" have been
reduced by interest payments on borrowings used for the Proposed
Acquisition and increased by its share of profits for the six months
ended 31 December 2010.
The Proposed Acquisition constitutes a transaction with shareholders in
terms of International Financial Reporting Standards (IFRS). As a result,
the difference between the carrying value of the non-controlling interests
and the fair value of the consideration paid is not reflected in earnings
but rather as a movement within shareholders` equity, between Gold Fields
shareholders and non-controlling interests. This accounting adjustment is
non-recurring.
It has been assumed that the purchase price paid to acquire the non-
controlling interests of R4,502.3 million (US$667 million) would have been
funded by long-term borrowings at LIBOR plus an average margin of 0.66%.
For the six months ended 31 December 2010, this would have resulted in
additional interest charges of R27.9 million.
7. Circular
A circular in respect of the Proposed Acquisition will be sent to Gold
Fields shareholders in due course.
# Technical information has been prepared by competent person Markus
Brewster (BSc (Geology), MSc MCSM (Mining Geology), MSc MCSM (Mining
Engineering), MAusIMM (membership number 226310)), who is an employee of
Gold Fields
(15 April) 2011
Sponsor
J.P. Morgan Equities Limited
Date: 15/04/2011 13:00:07 Produced by the JSE SENS Department.
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