Gold Fields Board Stands Behind Existing Terms Of Transaction With 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)
GOLD FIELDS BOARD STANDS BEHIND EXISTING TERMS OF TRANSACTION WITH YAMANA
GOLD
1. INTRODUCTION
Shareholders are referred to the announcements published by Gold Fields on 31 May 2022,
11 July 2022, 4 October 2022, 24 October 2022 and 4 November 2022 (Previous
Announcements) regarding the proposed acquisition of all the issued and 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
Previous Announcements as applicable.
2. THE BOARD BELIEVES THE GOLD FIELDS TRANSACTION REMAINS SUPERIOR TO THE
JOINT OFFER
2.1 The Gold Fields Board (the Board) has convened to consider the Joint Offer of Pan
American Silver Corp. (Pan American) and Agnico Eagle Mines Limited (Agnico) to
acquire all of the issued and outstanding common shares of Yamana, based on the
information included in the joint press release issued by Pan American and Agnico on 4
November 2022 and the press release issued by Yamana the same day.
2.2 Having considered this information in consultation with its financial and legal advisers, the
Board continues to believe that the Gold Fields Transaction remains strategically and
financially superior to the Joint Offer. Gold Fields believes in the highly complementary fit
of Yamana's operating assets and its extensive pipeline of future growth projects will create
significant near-term and long-term value for the shareholders of both Gold Fields and
Yamana when added to Gold Fields’ current portfolio of assets. Gold Fields' proven
financial, technical and ESG track record make it the right custodian for the combined
assets.
2.3 Consequently, the Board has unanimously determined that it will not offer to change the
terms of the Transaction. In coming to this determination, the Board has taken into account
its commitment to capital discipline and considered the fairness of the Transaction to both
Gold Fields and Yamana shareholders over the long term. As previously advised, Gold
Fields will continue to work towards completion of the Transaction on its current terms for
the benefit of the shareholders of both companies in accordance with the Arrangement
Agreement.
2.4 The meeting of Yamana Shareholders to approve the Transaction is scheduled for 21
November 2022. For a copy of the Yamana Circular in relation to that meeting please see
Yamana’s profile at www.sedar.com and its website at www.yamana.com. The Gold Fields
General Meeting to approve the Transaction is scheduled for 22 November 2022. For a
copy of the Gold Fields Circular and for further information on the Transaction and related
Transaction Documents, please visit Gold Fields' website at www.goldfields.com.
Gold Fields will continue to update shareholders in relation to any important developments about the
Transaction on SENS and Form 6-K.
Johannesburg
7 November 2022
Lead Financial Adviser and JSE Transaction Sponsor: Merrill Lynch South Africa (Pty) Ltd t/a BofA
Securities
Financial Adviser: 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 2.34Moz, 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 its American depositary shares 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
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
Gold Fields Media
Sven Lunsche, Vice President Corporate Affairs
Tel: +27 11 562 9763; Mobile: +27 83 2609279
Email: Sven.Lunsche@goldfields.com
Media
Brunswick Group (Communications adviser to Gold Fields)
Johannesburg: Timothy Schultz; Tel: +27 82 309 2497
London: Pip Green / 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 is contained in the Transaction Documents.
Shareholders are advised to read the Transaction Documents, which contains 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” 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,” “believe,” or “potential.” Forward-looking statements in this announcement may
include, without limitation: statements relating to the Transaction and the expected timing of the Yamana
and Gold Fields meetings and NAV estimates. 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’ 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 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 required for the Transaction is not obtained or is obtained subject to conditions
that are not anticipated; 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 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 details of
potential risk and uncertainties affecting the combined business operations of Gold Fields and Yamana
after the Transaction are described in the Circular. 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.
Date: 07-11-2022 08:00:00
Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS. |