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Results of share placing
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
RESULTS OF SHARE PLACING
Johannesburg, 13 February 2020: Gold Fields (Tickers JSE: GFI and NYSE:
GFI) is pleased to announce the successful completion of the placing
announced yesterday on SENS (the "Placing").
A total of 41,431,635 new ordinary, no par value shares in the authorised
but unissued share capital of Gold Fields have been placed with existing
and new institutional investors (the "Placing Shares") at a price of ZAR
90.20 per share (the "Placing Price"). Gross proceeds of approximately
ZAR3.7 billion / US$252 million were raised through the Placing. The net
proceeds from the Placing will be used to continue predevelopment work
and commence construction of the Salares Norte project, 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).
J.P. Morgan Securities plc acted as Sole Global Coordinator and Joint
Bookrunner and BMO Capital Markets Limited (together with J.P. Morgan
plc, the “Managers”) acted as Joint Bookrunner in respect of the Placing.
The Placing Shares being issued represent, in aggregate, approximately
5 per cent of the Company’s issued ordinary share capital prior to the
Placing. The Placing Price represents a discount of 3.8 per cent to the
30 day VWAP prior to 12 February 2020, which is in compliance with
Section 5.52 of the JSE Listings Requirements. The Placing Shares, when
issued, will rank pari passu in all respects with the existing Gold
Fields ordinary shares in issue, including the right to receive all
dividends and other distributions declared, made or paid after the date
of issue thereof.
An application will be made to the JSE Limited ("JSE") for the listing
of the Placing Shares. Subject to approval by the JSE, listing and
trading (“Admission”) of the Placing Shares are expected to occur on the
JSE on or around 18 February 2020 (or such later date as may be agreed
between the Company and the Sole Global Coordinator) and dealings in the
Placing Shares are expected to commence at the same time. The Placing
is conditional upon, amongst other things, Admission of the Placing
Shares on the JSE becoming effective and the placing agreement between
the Company and the Managers (“Placing Agreement”) becoming
unconditional and not being terminated in accordance with its terms prior
to Admission.
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.
Following Admission, the Company's issued share capital will comprise
870,064,342 ordinary no par value shares. This figure may be used by
shareholders in the Company as the denominator for the calculations by
which they will determine if they are required to notify their beneficial
interest in, or a change to their beneficial interest in, the Company's
ordinary shares under section 122 of the South African Companies Act of
2008.
Pursuant to the terms of the Placing Agreement, Gold Fields has agreed,
subject to certain exclusions, to a lock-up arrangement in respect of
Gold Fields’s 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 0.06739 as at 17:00 South African time on 12 February
2020.
Johannesburg
13 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, as amended ("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,as amended and has not been approved by, and/or
registered with, the CIPC, or any other South African authority, 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 to be published. Persons needing advice should consult an
independent financial adviser.
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,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 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,as amended and/or FAIS Act by
any of the Managers.
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.
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).
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: 13-02-2020 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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