Wrap Text
Results of accelerated offering to raise up to ZAR2.5 Billion
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”)
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART,
DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA,
CANADA, JAPAN OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE
UNLAWFUL TO DO SO.
THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY, NOR SHALL THERE BE ANY SALE OF
THE SECURITIES REFERRED TO HEREIN, IN OR INTO ANY JURISDICTION
WHERE SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF
ANY SUCH JURISDICTION. PLEASE SEE THE DISCLAIMER AT THE END OF
THIS ANNOUNCEMENT.
RESULTS OF ACCELERATED OFFERING TO RAISE UP TO ZAR2.5 BILLION
Shareholders are referred to the Gold Fields announcement released on SENS on
Thursday, 17 March 2016 wherein, Gold Fields announced the launch of an
accelerated bookbuild offering of new ordinary shares (the “Placing”) by way of a
private placement to qualifying institutional investors (the “Bookbuild”).
Gold Fields is pleased to announce that it has successfully priced and closed the
Bookbuild.
The Bookbuild was significantly oversubscribed and a total number of 38,857,913
new Gold Fields ordinary shares (the “Placing Shares”) were placed with qualifying
institutional investors at a price of R59.50 per Placing Share (“Placing Price”), raising
gross proceeds of R2.5 billion. The Placing Shares being issued represent
approximately 5% of Gold Fields’ issued share capital prior to the Placing.
The Placing Price represents a discount of 6.0% to the 30-day volume weighted
average traded price of Gold Fields ordinary shares for the 30-trading day period
ended 17 March 2016.
Gold Fields will apply for admission of the Placing Shares to trade on the Main Board
of the JSE Limited (“JSE”). Listing and trading of the Placing Shares on the JSE is
expected to commence at 09:00 (South African time) on Thursday 24 March 2016,
subject to the JSE’s approval.
Gold Fields would like to thank all participants that submitted bids and participated in
the Bookbuild.
18 March 2016
JSE Sponsor to Gold Fields
JP Morgan Equities South Africa (Pty) Ltd
Sole Global Coordinator and Bookrunner
Merrill Lynch International
Co-bookrunner
Scotia Capital Inc.
Legal counsel to Gold Fields
Linklaters LLP
ENS
Legal counsel to the Managers
Davis Polk & Wardwell London LLP
Bowman Gilfillan
Contacts
Gold Fields
Avishkar Nagaser Tel: +27 11 562 9775
Email: Avishkar.nagaser@goldfields.co.za Tel: +27 82 312 8692
Merrill Lynch International
James Fleming Tel: +44 20 7995 3700
Daniel Norman Tel: +44 20 7995 3700
Scotia Capital Inc.
John McCartney Tel: + 1 416 863 7579
Nikita Tziavas Tel: + 1 416 862 3727
Disclaimer
This announcement is restricted and is not for release, publication or distribution, in
whole or in part, directly or indirectly, in or into the United States (including its
territories and possessions, any state of the United States and the District of
Columbia), Australia, Canada, Japan or any other jurisdiction in which such release,
publication or distribution would be unlawful. This announcement is for information
purposes only, does not purport to be full or complete, is subject to change and shall
not constitute or form part of an offer or solicitation of an offer to purchase, sell, issue
or subscribe for securities in the United States or any other jurisdiction, nor shall
there be any sale of securities in any jurisdiction in which such offer, solicitation or
sale would be unlawful prior to registration or qualification under the securities laws
of any such jurisdiction. Any failure to comply with these restrictions may constitute a
violation of securities laws of such jurisdictions. No reliance may be placed for any
purpose on the information contained in this announcement or its accuracy or
completeness.
The distribution of this announcement and the Placing of the Placing Shares in
certain jurisdictions may be restricted by law. The Placing Shares may not be offered
to the public in any jurisdiction in circumstances which would require the preparation
or registration of any prospectus or offering document relating to the Placing Shares
in such jurisdiction. No action has been taken by Merrill Lynch International (“BofA
Merrill Lynch”), Scotia Capital Inc. (“Scotia”, and together with BofA Merrill Lynch, the
“Managers”), Gold Fields or any of their respective affiliates that would permit an
offering of such securities or possession or distribution of this announcement or any
other offering or publicity material relating to such securities in any jurisdiction where
action for that purpose is required. Persons into whose possession this
announcement comes are required by Gold Fields and the Managers to inform
themselves about, and to observe, such restrictions. No offering document, pre-
listing statement or prospectus has been or will be submitted to be approved by the
JSE or the South African Companies and Intellectual Properties Commission in
relation to the Placing, nor will any offering document, pre-listing statement or
prospectus be made available in connection with the matters contained in this
announcement. No such offering document, pre-listing statement or prospectus is
required (in accordance with the Prospectus Directive or otherwise) to be published.
Persons needing advice should consult an independent financial adviser.
The Placing Shares have not been and will not be registered under the United States
Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or
sold, directly or indirectly, within the United States or to, or for the account or benefit
of, US persons, absent registration or an exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act. There will be no public
offer of the Placing Shares in the United States or in any other jurisdiction. The
Placing Shares are being offered outside the United States in transactions that are
not subject to the Securities Act pursuant to Regulation S under the Securities Act
(“Regulation S”) to persons other than US persons (within the meaning of Regulation
S) and in the United States to “qualified institutional buyers” (“QIBs”) pursuant to an
exemption from, or in transactions not subject to, the registration requirements of the
Securities Act. The Placing Shares are subject a 40 day distribution compliance
period within the meaning of Regulation S and may not be reoffered, resold, pledged
or otherwise transferred, or deposited into Gold Fields’ American depositary share
program, until the conclusion of such distribution compliance period, and the Placing
Shares may not be used, directly or indirectly, in any hedging transaction, including
Gold Fields’ American depositary shares.
The Placing Shares have not been approved or disapproved by the United States
Securities and Exchange Commission, any state securities commission or other
regulatory authority in the United States, nor have any of the foregoing authorities
passed upon or endorsed the merits of the Placing or the accuracy or adequacy of
this announcement. Any representation to the contrary is a criminal offence in the
United States.
Neither this announcement nor the Placing constitutes or is intended to constitute an
offer to the public in South Africa in terms of the South African Companies Act 71 of
2008 (as amended) (the “South African Companies Act"). In South Africa this
announcement is only being distributed to, and is only directed at, and any
investment or investment activity to which this announcement relates is available only
to, and will be engaged in only with, persons in South Africa who (i) fall within the
categories of persons set out in section 96(1)(a) of the South African Companies Act
or (ii) who are persons who subscribe, as principal, for Placing Shares at a minimum
placing price of R1 000 000, as envisaged in section 96(1)(b) of the South African
Companies Act.
In member states of the European Economic Area (“EEA”) which have implemented
the Prospectus Directive (each, a “Relevant Member State”), this announcement and
any offer if made subsequently is directed exclusively at persons who are qualified
investors within the meaning of the Prospectus Directive (“Qualified Investors”). For
these purposes, the expression “Prospectus Directive” means Directive 2003/71/EC
(and amendments thereto, including Directive 2010/73/EU, to the extent implemented
in a Relevant Member State), and includes any relevant implementing measure in the
Relevant Member State. A prospectus is not required to be published pursuant to the
Prospectus Directive.
This announcement is a financial promotion. Accordingly, in the United Kingdom this
announcement is only being distributed to, and is only directed at, and any
investment or investment activity to which this announcement relates is available only
to, and will be engaged in only with, Qualified Investors who are (i) investment
professionals falling with Article 19(5) of the UK Financial Services and Markets Act
2000 (Financial Promotion) Order 2005, as amended (the “Order”); (ii) high net worth
entities or other persons falling within Article 49(2)(a) to (d) of the Order; or (iii)
persons to whom it may otherwise lawfully be communicated (all such persons
together being referred to as “relevant persons”). Persons who are not relevant
persons should not take any action on the basis of this announcement and should
not act or rely on it.
This announcement has been issued by, and is the sole responsibility of, Gold Fields.
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 any of its or their respective directors,
employees, advisers 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 their advisers, and any liability therefore
is expressly disclaimed.
This announcement does not purport to identify or suggest the risks (direct or
indirect) which may be associated with an investment in the Placing Shares. Any
investment decision to apply for, and subscribe for, the Placing Shares must be
made solely on the basis of publicly available information. Any such information has
not been independently verified by the Managers.
The Placing of the Placing Shares is subject to the Placing Agreement becoming
unconditional in accordance with its terms.
Each of the Managers is acting for Gold Fields, and no one else, in connection with
the Placing and will not be responsible to anyone other than Gold Fields for providing
the protections afforded to the respective clients of the Managers, nor for providing
advice to any other person in relation to the Placing or any other matter referred to
herein.
In connection with the Placing, any of the Managers and any of their respective
affiliates acting as an investor for their own account may take up a portion of the
Placing Shares as a principal position and in that capacity may retain, purchase or
sell for their own account such Placing Shares. In addition they may enter into
financing arrangements and swaps with investors in connection with which they may
from, time to time, acquire, hold or dispose of Placing Shares. Accordingly,
references to the Placing Shares being offered, acquired, placed or otherwise dealt in
should be read as including any issue or offer to, or acquisition, placing or dealing by,
the Managers and any of their affiliates acting as investors for their own accounts.
The Managers do not intend to disclose the extent of any such investment or
transactions otherwise than in accordance with any legal or regulatory obligation to
do so.
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 Financial
Advisory and Intermediary Services Act, 2002, by any of the Managers.
The Placing Shares will not be admitted to trading on any stock exchange other than
the JSE. Neither the content of Gold Fields's website nor any website accessible by
hyperlinks on Gold Fields's website is incorporated in, or forms part of, this
announcement.
This announcement contains (or may contain) certain forward-looking statements
which reflect Gold Fields’s intent, beliefs or current expectations about the future and
can be recognised by the use of words such as, inter alia, “expects,” “plans,” “will,”
“estimates,” “projects,” “intends,” or words of similar meaning. These forward-looking
statements are not guarantees of future performance and are based on assumptions
about Gold Fields’s operations and other factors, many of which are beyond Gold
Fields’s control, and accordingly, actual results may differ materially from these
forward-looking statements. Forward-looking statements contained in this
announcement regarding past trends or activities should not be taken as a
representation that such trends or activities will continue in the future. Except as
required by the JSE or applicable law, Gold Fields expressly disclaims any obligation
or undertaking to release publicly any updates or revisions to any forward-looking
statements contained in this announcement to reflect any changes in Gold Fields's
expectations with regard thereto or any changes in events, conditions or
circumstances on which any such statement is based.
Date: 18/03/2016 07:05:00 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.
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