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Gold Fields Limited -
Gold Fields Limited
(Incorporated in the Republic of South Africa)
(Registration number 1968/004880/06)
Share code: GFI ISIN: ZAE000018123
("Gold Fields" or "the Company")
Successful completion of an issue of shares for cash
The board of directors of Gold Fields is pleased to announce the successful
completion of an international issue of 15 000 000 new ordinary shares in Gold
Fields with a par value of 50 cents each ("Gold Fields shares") for a cash price
(including premium) of R90.03 (US$13.00) per Gold Fields share.
The issue price was determined following a book-building process which was
undertaken on 4 November 2003. The issue price of R90.03 per Gold Fields share
represents a discount of 1% to the closing price of the Gold Fields shares on
the JSE Securities Exchange ("JSE") on 4 November 2003 and a discount of 9% to
the volume weighted average traded price of Gold Fields shares over the 30
trading days prior to the date that the issue price was determined.
The pro-forma effects of the issue on earnings and net asset value per Gold
Fields share on the basis set out below are as follows:
Before After % Increase /
(Decrease)
Net asset value per ordinary share 2394 2598 8.5%
(cents) 2379 2584 8.6%
Net tangible asset value per ordinary
share (cents)
Earnings per share (cents) 626 623 (0.4)%
Headline earnings per share (cents) 507 508 0.2 %
Fully diluted earnings per share 621 619 (0.4)%
(cents)
Notes:
1. The pro-forma consolidated income statement has been compiled from the
consolidated income statement of Gold Fields for year ended 30 June 2003.
2. The after column on the pro-forma consolidated income statement relates to
the following:
- interest of 8,5% per annum received on cash generated by the shares issued for
the full year; and
- tax effects related to the above at 30%.
3. The pro-forma consolidated balance sheet has been compiled from the
consolidated balance sheet of Gold Fields as at 30 June 2003, adjusted for 15
000 0000 Gold Fields shares.
4. Fully diluted earnings per share is calculated on the average number of
diluted shares in issue for the period ended 30 June 2003.
Gold Fields has granted JPMorgan a manager"s option to purchase additional
shares representing up to 15% of the offering size (2,250,000 shares). Such
option may be exercised up to 30 days following the closing date which is
expected to be 7 November 2003.
The Gold Fields shares are to be listed on the JSE. Application will be made for
the listing of the Gold Fields shares on the Official List of the United Kingdom
Listing Authority and for admission to trading on the London Stock Exchange.
Application is also expected to be made for listing of the Gold Fields shares on
the Premier Marche of the Euronext Paris and on the SWX Swiss Exchange.
Parktown
5 November 2003
Sponsor and Lead Manager Corporate law advisers
and consultants
JPMorgan Edward Nathan &
Co-Managers Friedland
B.M.O. NESBITT BURNS
CITIGROUP
HSBC
This announcement has been issued by Gold Fields and is the sole responsibility
of Gold Fields. This announcement is for information purposes only and does not
constitute an offer or an invitation to acquire or dispose of any securities in
United Kingdom, the United States, South Africa or any other jurisdiction, or
investment advice. This announcement does not constitute an offer to sell or the
solicitation of an offer to buy or acquire ordinary shares in Gold Fields in the
United States, Canada, Australia or Japan or in any other jurisdiction in which
such an offer or solicitation is unlawful. The Placing Shares have not been, and
will not be, registered under the United States Securities Act of 1933, as
amended, and may not be offered or sold in the United States absent registration
or an exemption from registration. There will be no public offering of
securities in the United States.
Neither this announcement nor any copy of it may be taken, transmitted or
distributed, directly or indirectly in or into the United States, Canada,
Australia or Japan. Any failure to comply with this restriction may constitute a
violation of United States, Canadian, Australian or Japanese securities laws.
The distribution of this announcement and the offering or sale of the Placing
Shares in certain jurisdictions may be restricted by law. No action has been
taken by Gold Fields or JPMorgan, or any of their respective affiliates, that
would permit an offer of the Placing Shares or possession or distribution of
this announcement or any other offering or publicity material relating to such
Placing Shares in any jurisdiction where action for that purpose is required.
Persons into whose possession this announcement comes are required by Gold
Fields and JPMorgan to inform themselves about and to observe any such
restrictions. JPMorgan is acting for Gold Fields in connection with Placing and
no one else and will not be responsible to anyone other than Gold Fields for
providing the protections offered to clients of JPMorgan nor for providing
advice in relation to the Placing.
Date: 05/11/2003 01:15:44 PM Supplied by www.sharenet.co.za
Produced by the JSE SENS Department
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