Proposed placing of new ordinary shares
Gold Fields Limited trading as Gold Fields
Reg. 1968/004880/06 Incorporated in the Republic of South Africa
Share code: GFI ISIN – ZAE00018123
Issuer code: GFI
(“Gold Fields” or the “Group” or the “Company” or the “Group”)
NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT
IN THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS, OR TO, OR FOR
THE ACCOUNT OR BENEFIT OF, U.S. PERSONS (AS DEFINED IN REGULATION S
UNDER THE U.S. SECURITIES ACT OF 1933) OR IN OR INTO ANY OTHER
JURISDICTION WHERE SUCH DISTRIBUTION WOULD BE PROHIBITED BY APPLICABLE
LAW
PROPOSED PLACING OF NEW ORDINARY SHARES
Johannesburg, 12 February 2020: Gold Fields announces its intention to
conduct a non pre-emptive cash placing through the issue of up to
41,431,635 new ordinary no par value shares in the authorized but
unissued share capital of the Company (the "Placing Shares") to
certain institutional investors (the “Placing”).
The Placing Shares represent approximately 5 per cent of the Company’s
existing issued ordinary shares and is the maximum number of shares
that may be issued by the Company under and in accordance with its
existing general authority to issue shares for cash, as described in
the JSE Listings Requirements, granted by shareholders at the 2019
annual general meeting of the Company held on 21 May 2019.
It is expected that the gross proceeds from the Placing will amount to
approximately ZAR4.0bn / US$269m, based on the closing share price of
ZAR96.39/share as at 11 February 2020.
The Placing is being conducted through an accelerated bookbuild
process (the “Bookbuild”), which will be launched immediately
following this announcement (the “Announcement”). J.P. Morgan
Securities plc will act as Sole Global Coordinator and Joint
Bookrunner and BMO Capital Markets Limited (together with J. P. Morgan
Securities plc, the “Managers”) will act as Joint Bookrunner in
respect of the Placing.
Transaction background and use of proceeds
In line with the Company’s strategy of reinvesting for the future,
Gold Fields has decided to begin initial construction of its Salares
Norte project (the “Project”). Salares Norte is an exciting project in
an established mining jurisdiction with an initial 11.5 year life of
mine and an average annual production of 450koz of gold equivalent
(over the first seven years) at an all-in sustaining cost of US$552/oz
(over the life of mine). The Project is expected to generate an
internal rate of return (IRR) of 23% at a US$1,300/oz gold price and
US$17.50/oz silver price with a 2.3 year payback period and a capital
cost estimate of US$860m.
In order to progress with the construction of the Project, the board
of directors of Gold Fields (the “Board”) has been formulating its
funding strategy. Following a review of the alternatives available to
the Company and consistent with the Company’s prudence regarding its
debt position, the Board believes that a combination of the proceeds
of the Placing, operational cash flow and existing debt facilities
will allow the Company to fully fund the construction of Salares
Norte, and allow Gold Fields to maintain a 100 per cent interest in
this world-class project and exploration district. The net proceeds
from the Placing will be used to continue predevelopment work and
commence full construction of the Project in Q42020, with first gold
expected in Q12023.
Structure of the Placing
The Placing will be made outside the United States in reliance on
Regulation S (“Regulation S”) under the U.S. Securities Act of 1933,
as amended (the “Securities Act”) to persons who are not U.S. persons
(as defined in Regulation S), and within the United States only to
persons reasonably believed to be qualified institutional buyers
within the meaning of Rule 144A under the Securities Act in
transactions exempt from the registration requirements of the
Securities Act. No American Depositary Shares (“ADSs”) representing
ordinary shares of the Company are being offered in the Placing.
The Placing Shares purchased by persons outside the United States may
not be offered, sold, resold, delivered or otherwise distributed in or
into the United States or to any U.S. person (as defined by Regulation
S under the Securities Act) or deposited into the Company’s ADS
program for a period of 40 days after the settlement of the Placing
and the Company’s ADSs may not be used in any hedging transaction that
includes the Placing Shares. Further, the Placing Shares may not be
deposited into the Company’s ADS program for so long as they are
restricted securities (within the meaning of Rule 144 under the
Securities Act) and therefore are not tradeable on the New York Stock
Exchange. Please read the important notice at the end of this
announcement for further details in relation to these restrictions.
In South Africa, the Placing will be made only by way of separate
private placements to: (i) selected persons falling within one of the
specified categories listed in section 96(1)(a) of the South African
Companies Act, 2008 (the "South African Companies Act"); and (ii)
selected persons, acting as principal, acquiring Placing Shares for a
total acquisition cost of R1,000,000 or more, as contemplated in
section 96(1)(b) of the South African Companies Act ("South African
Qualifying Investors").
The price per ordinary share at which the Placing Shares will be
placed (the "Placing Price") will be decided at the close of the
Bookbuild. The timing of the closing of the Bookbuild, the Placing
Price and allocations are at the discretion of the Company and the
Managers. The Placing Price will be announced as soon as practicable
on the Stock Exchange News Service of the exchange operated by the JSE
Limited ("JSE") after the close of the Bookbuild.
The Placing Shares, when issued, will be fully paid and will rank pari
passu in all respects with the existing ordinary shares of no par
value in the issued share capital of the Company, including the right
to receive all dividends and other distributions declared, made or
paid after the date of issue of the Placing Shares.
Subject to the approval by the JSE, listing and trading of the Placing
Shares on the JSE is expected to commence at 9a.m. on Tuesday, 18
February 2020 (or such other time and/or date as may be agreed between
the Company and the Sole Global Coordinator). Investors will receive
Placing Shares which are listed and traded on the JSE in ZAR.
Pursuant to the terms of the placing agreement entered with the
Managers, Gold Fields has agreed, subject to certain exclusions, to a
lock-up arrangement in respect of Gold Fields’ equity securities for a
period of 90 days from 13 February 2020.
Notes
The South African rand to US dollar exchange rate used in this
Announcement is 0.06724 as at 17:00 South African time on 11 February
2020.
Johannesburg
12 February 2020
For further information please contact:
GOLD FIELDS
AVISHKAR NAGASER
EMAIL: AVISHKAR.NAGASER@GOLDFIELDS.COM
TEL: +27 11 562 9775
JSE Sponsor: J.P. Morgan Equities South Africa Proprietary Limited
Sole Global Coordinator: J.P. Morgan Securities plc
Joint Bookrunners: J.P. Morgan Securities plc and BMO Capital Markets
Limited
South African legal counsel to the Company: Webber Wentzel
International legal counsel to the Company: Linklaters LLP
International legal counsel to the Joint Bookrunners: Davis Polk &
Wardwell London LLP
South African legal counsel to the Joint Bookrunners: ENSafrica
IMPORTANT NOTICE
This Announcement is for information purposes only and shall not
constitute or form a part of any offer or solicitation to purchase or
subscribe for securities in the United States or in any other country.
This Announcement and the information contained herein is restricted
and is not for publication or distribution, directly or indirectly, in
whole or in part, in or into or to any person located or resident in
the United States, its territories and possessions, or to, or for the
account or benefit of, U.S. Persons (as defined in Regulation S under
the U.S. Securities Act of 1933), Canada, Australia or Japan, or in
any other jurisdiction in which such publication or distribution is
restricted by applicable laws or regulations. Any failure to comply
with these restrictions may constitute a violation of the securities
laws of such jurisdictions.
The Placing Shares have not been and will not be registered under the
U.S. Securities Act of 1933, as amended (“Securities Act”), or with
any securities regulatory authority of any state or other jurisdiction
of the United States and may not be offered, sold, resold, delivered
or otherwise distributed in or into the United States or to, or for
the account or benefit of, any U.S. person (as defined in Regulation S
under the Securities Act) absent registration, except in reliance on
an applicable exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and in compliance with
any applicable securities laws of any state or other jurisdiction of
the United States. There will be no public offering of the Placing
Shares in the United States or in any other jurisdiction.
THE PLACING SHARES PURCHASED BY PERSONS OUTSIDE THE UNITED STATES MAY
NOT BE OFFERED, SOLD, RESOLD, DELIVERED OR OTHERWISE DISTRIBUTED IN OR
INTO THE UNITED STATES OR TO ANY U.S. PERSON (AS DEFINED BY REGULATION
S UNDER THE SECURITIES ACT) OR DEPOSITED INTO THE COMPANY’S AMERICAN
DEPOSITARY SHARE (“ADS”) PROGRAM FOR A PERIOD OF 40 DAYS AFTER THE
SETTLEMENT OF THE PLACING AND THE COMPANY’S ADSS MAY NOT BE USED IN
ANY HEDGING TRANSACTION THAT INCLUDES THE PLACING SHARES. BY
PURCHASING PLACING SHARES IN THE PLACING FROM OUTSIDE THE UNITED
STATES, YOU WILL BE DEEMED TO AGREE TO THE FOREGOING RESTRICTIONS.
FURTHER, THE PLACING SHARES MAY NOT BE DEPOSITED INTO THE COMPANY’S
ADS PROGRAM FOR SO LONG AS THEY ARE RESTRICTED SECURITIES (WITHIN THE
MEANING OF RULE 144 UNDER THE SECURITIES ACT) AND THEREFORE ARE NOT
TRADEABLE ON THE NEW YORK STOCK EXCHANGE.
The Company has instructed The Bank of New York Mellon, as depositary
for the Company’s ADS program, not to accept any Placing Shares for
deposit into the Company’s ADS program and to not issue and deliver
ADSs in respect thereof for a period of 40 days after settlement of
the Placing.
Any offer, sale, resale, delivery or other distribution of the Placing
Shares within the United States during this 40-day period by any
dealer (whether or not participating in the Placing) may violate the
registration requirements of the Securities Act if such offer or sale
is made otherwise than pursuant to an exemption from, on in a
transaction not subject to, the registration requirements of the
Securities Act.
In South Africa, the Placing will only be made by way of separate
private placements to: (i) selected persons falling within one of the
specified categories listed in section 96(1)(a) of the South African
Companies Act, 2008 ("South African Companies Act"); and (ii) selected
persons, acting as principal, acquiring Placing Shares for a total
acquisition cost of ZAR1,000,000 or more, as contemplated in section
96(1)(b) of the South African Companies Act ("South African Qualifying
Investors"). This Announcement is only being made available to such
South African Qualifying Investors. Accordingly: (i) the Placing is
not an “offer to the public” as contemplated in the South African
Companies Act; (ii) this Announcement does not, nor does it intend to,
constitute a “registered prospectus” or an “advertisement”, as
contemplated by the South African Companies Act; and (iii) no
prospectus has been filed with the South African Companies and
Intellectual Property Commission ("CIPC") in respect of the Placing.
As a result, this Announcement does not comply with the substance and
form requirements for a prospectus set out in the South African
Companies Act and the South African Companies Regulations of 2011, and
has not been approved by, and/or registered with, the CIPC, or any
other South African authority.
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, 2002 ("FAIS Act")
and should not be construed as an express or implied recommendation,
guide or proposal that any particular transaction in respect of the
Placing Shares or in relation to the business or future investments of
the Company, is appropriate to the particular investment objectives,
financial situations or needs of a prospective investor, and nothing
in this Announcement should be construed as constituting the
canvassing for, or marketing or advertising of, financial services in
South Africa. The Company is not a financial services provider
licensed as such under the FAIS Act.
In terms of the Exchange Control Regulations of South Africa, any
share certificates that might be issued to non-resident shareholders
will be endorsed ‘Non-Resident. Any new share certificates, dividend
and residual cash payments based on emigrants’ shares controlled in
terms of the Exchange Control Regulations, will be forwarded to the
Authorised Dealer controlling their remaining assets. The election by
emigrants for the above purpose must be made through the Authorised
Dealer controlling their remaining assets. Such share certificates
will be endorsed ‘Non-Resident’. Dividend and residual cash payments
due to non-residents are freely transferable from South Africa.
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 FAIS Act by any of the Managers.
No public offering of the Placing Shares is being made in the United
Kingdom. In the United Kingdom, all offers of the Placing Shares will
be made pursuant to an exemption under the Prospectus Regulation (as
defined below) from the requirement to produce a prospectus. This
Announcement is being distributed to persons in the United Kingdom
only in circumstances in which section 21(1) of the Financial Services
and Markets Act 2000, as amended (“FSMA”) does not apply. No
prospectus will be made available in connection with the Placing and
no such prospectus is required to be published in accordance with the
Prospectus Regulation.
This Announcement is for information purposes only and is directed
only at (A) in member states of the European Economic Area (“EEA”),
persons who are “qualified investors” within the meaning of Article
1(4) of the Prospectus Regulation (which means Regulation (EU)
2017/1129, as amended) (“Qualified Investors”), and (B) inside the
United Kingdom who are Qualified Investors (i) having professional
experience in matters relating to investments falling within Article
19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended (the “Order”), or (ii) who are high
net worth entities falling within Article 49(2)(a) to (d) of the
Order, or (iii) to whom an invitation or inducement to engage in
investment activity (within the meaning of section 21 of the Financial
Services and Markets Act 2000) in connection with the issue or sale of
any securities of the Company or any member of its group may otherwise
lawfully be communicated or caused to be communicated (all such
persons referred to in (i), (ii) and (iii) together being “Relevant
Persons”). This Announcement must not be acted or relied on (i) in the
United Kingdom, by persons who are not Relevant Persons and (ii) in
any member state of the European Economic Area by persons who are not
Qualified Investors. Any investment activity to which this
Announcement relates is available only (i) in the United Kingdom, to
Relevant Persons and (ii) in any member state of the European Economic
Area, to Qualified Investors, and may be engaged in only with such
persons.
This Announcement has been issued by, and is the sole responsibility
of, the Company. 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 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 its advisers, and any liability therefore is expressly
disclaimed.The Managers and their respective affiliates are acting
solely for the Company and no one else in connection with the Placing
and will not be responsible to anyone other than the Company for
providing the protections afforded to its clients nor for providing
advice in relation to the Placing and/or any other matter referred to
in this Announcement. Apart from the responsibilities and
liabilities, if any, which may be imposed on the Managers or their
affiliates by its respective regulatory regimes, neither the Managers
nor any of their respective affiliates accepts any responsibility
whatsoever for the contents of the information contained in this
Announcement or for any other statement made or purported to be made
by or on behalf of the Managers or any of their respective affiliates
in connection with the Company, the Placing Shares or the Placing.
The Managers and each of their respective affiliates accordingly
disclaim all and any responsibility and liability whatsoever, whether
arising in tort, contract or otherwise (save as referred to above) in
respect of any statements or other information contained in this
Announcement and no representation or warranty, express or implied, is
made by the Managers or any of their respective affiliates as to the
accuracy, completeness or sufficiency of the information contained in
this Announcement.
The distribution of this Announcement and the offering of the Placing
Shares in certain jurisdictions may be restricted by law. No action
has been taken by the Company or the Managers that would permit an
offering of such shares or possession or distribution of this
Announcement or any other offering or publicity material relating to
such shares in any jurisdiction where action for that purpose is
required. Persons into whose possession this Announcement comes are
required by the Company and the Managers to inform themselves about,
and to observe, such restrictions.
This Announcement includes “forward-looking statements” within the
meaning of the “safe harbour” provisions of the United States Private
Securities Litigation Reform Act of 1995. Forward-looking statements
may be identified by the use of words such as “target”, “will”,
“forecast”, “expect”, “potential”, “intend”, “estimate”, “anticipate”,
“can” and other similar expressions that predict or indicate future
events or trends or that are not statements of historical matters. The
forward-looking statements set out in this Announcement involve a
number of known and unknown risks, uncertainties and other factors,
many of which are difficult to predict and generally beyond the
control of the Company, that could cause the Company’s actual results
and outcomes to be materially different from historical results or
from any future results expressed or implied by such forward-looking
statements. These forward-looking statements speak only as of the date
of this Announcement. The Company undertakes no obligation to update
publicly or release any revisions to these forward-looking statements
to reflect events or circumstances after the date of this Announcement
or to reflect the occurrence of unanticipated events, save as required
by applicable law.
The information contained in this Announcement is subject to change
without notice and, except as required by applicable law, the Company
and each Manager do not assume any responsibility or obligation to
update publicly or review any of the forward-looking statements
contained in it and nor do they intend to. This Announcement does not
identify or suggest, or purport to identify or suggest, the risks
(direct or indirect) that may be associated with an investment in the
Placing Shares. Any investment decision to buy Placing Shares in the
Placing must be made solely on the basis of publicly available
information, which has not been independently verified by the
Managers.
The information in this Announcement may not be forwarded or
distributed to any other person and may not be reproduced in any
manner whatsoever. Any forwarding, distribution, reproduction or
disclosure of this information in whole or in part is unauthorised.
Failure to comply with this directive may result in a violation of the
Securities Act or the applicable laws of other jurisdictions.
This Announcement does not represent the announcement of a definitive
agreement to proceed with the Placing and, accordingly, there can be
no certainty that the Placing will proceed. Gold Fields reserves the
right not to proceed with the Placing or to vary any terms of the
Placing in any way.
The Placing Shares to be issued pursuant to the Placing will not be
admitted to trading on any stock exchange other than the exchange
operated by the JSE.
Persons who are invited to and who choose to participate in the
Placing by making an offer to take up Placing Shares, will be deemed
to have read and understood this Announcement in its entirety and to
be making such offer on the terms and conditions, and to be providing
the representations, warranties, acknowledgements and undertakings,
contained herein. Each such placee represents, warrants and
acknowledges that it is a person eligible to purchase or subscribe for
the Placing Shares in compliance with the restrictions set forth
herein and applicable laws and regulations in its home jurisdiction
and in the jurisdiction (if different) in which it is physically
resident. Unless otherwise agreed in writing, each placee represents,
warrants and acknowledges that it is (a) not located in, a resident
of, or physically present in, the United States, Canada, Australia,
Japan or any other jurisdiction in which the offer or sale of the
Placing Shares to such placee would be unlawful or would require
registration or other measures, and it is not acting on behalf of
someone who is located in, a resident of, or physically present in,
the United States, Canada, Australia, Japan or any such other
jurisdiction and (b) not a U.S. person (as that term is defined in
Regulation S under the Securities Act) or purchasing for the account
or benefit of a U.S. person (other than a distributor).
Information to Distributors
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in financial
instruments, as amended (“MiFID II”); (b) Articles 9 and 10 of
Commission Delegated Directive (EU) 2017/593 supplementing MiFID II;
and (c) local implementing measures (together, the “MiFID II Product
Governance Requirements”), and disclaiming all and any liability,
whether arising in tort, contract or otherwise, which any
“manufacturer” (for the purposes of the MiFID II Product Governance
Requirements) may otherwise have with respect thereto, the Placing
Shares have been subject to a product approval process, which has
determined that such securities are: (i) compatible with an end target
market of retail investors and investors who meet the criteria of
professional clients and eligible counterparties, each as defined in
MiFID II; and (ii) eligible for distribution through all distribution
channels as are permitted by MiFID II (the “Target Market
Assessment”).
Notwithstanding the Target Market Assessment, distributors should note
that: the price of the Placing Shares may decline and investors could
lose all or part of their investment; the Placing Shares offer no
guaranteed income and no capital protection; and an investment in the
Placing Shares is compatible only with investors who do not need a
guaranteed income or capital protection, who (either alone or in
conjunction with an appropriate financial or other adviser) are
capable of evaluating the merits and risks of such an investment and
who have sufficient resources to be able to bear any losses that may
result therefrom. The Target Market Assessment is without prejudice to
the requirements of any contractual, legal or regulatory selling
restrictions in relation to the Placing. Furthermore, it is noted
that, notwithstanding the Target Market Assessment, the Managers will
only procure investors who meet the criteria of professional clients
and eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does not
constitute: (a) an assessment of suitability or appropriateness for
the purposes of MiFID II; or (b) a recommendation to any investor or
group of investors to invest in, or purchase, or take any other action
whatsoever with respect to the Placing Shares.
Each distributor is responsible for undertaking its own target market
assessment in respect of the Placing Shares and determining
appropriate distribution channels.
NOTWITHSTANDING ANYTHING IN THE FOREGOING, NO PUBLIC OFFERING OF THE
PLACING SHARES IS BEING MADE BY ANY PERSON ANYWHERE AND THE COMPANY
HAS NOT AUTHORISED OR CONSENTED TO ANY SUCH OFFERING IN RELATION TO
THE PLACING SHARES.
Date: 12-02-2020 05:01:00
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