| Thu 25 Jan 2007, 10:02 | | NOT TO BE RELEASED OR DISTRIBUTED IN |
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GFI
GOGOF
NOT TO BE RELEASED OR DISTRIBUTED IN, INTO OR FROM THE UNITED STATES, AUSTRALIA,
CANADA OR JAPAN.
GFI - Gold Fields Limited - Launches US$1.2 Billion Capital Raising
Gold Fields Limited
(Reg. No.1968/004880/06)
(Incorporated in the Republic of South Africa)
JSE Share Code: GFI
NYSE Share Code: GFI
ISIN Code: ZAE000018123
("Gold Fields" or the "Company")
GOLD FIELDS LAUNCHES US$1.2 BILLION CAPITAL RAISING
Gold Fields Limited today announces a capital raising by way of a private
placement to institutional investors of new shares in the Company (the "Capital
Raising") to raise the ZAR-equivalent of up to US$1,200 million. The Capital
Raising will be undertaken as a Vendor Consideration Placing under the JSE
Listings Requirements. In addition, an over-allotment option (the "Over-
allotment Option") has been granted by the Company pursuant to which it may
issue up to an additional 15% (the "Over-allotment Shares") of the number of
shares placed in terms of the Capital Raising in order to cover over-allotments,
if any. All shares issued pursuant to the Capital Raising (including the Over-
allotment Shares) will be new ordinary shares to be issued by the Company (the
"New Shares").
The proceeds of the Capital Raising will be used to repay debt incurred for
purposes of Gold Fields` acquisition of Barrick Gold Corporation`s 50 per cent
interest in the South Deep asset and its rights under the joint venture
agreement with Western Areas Limited.
The Capital Raising will take place at a price to be established through an
accelerated bookbuild to be conducted by JPMorgan Securities Ltd. ("JPMorgan")
and Citigroup Global Markets Limited ("Citigroup"), (collectively the "Joint
Bookrunners"). The books will open with immediate effect and pricing is
currently expected to be announced by no later than close of business on
Tuesday, 30 January 2007. The timing of the closing of the books, pricing and
allocations may be amended at the absolute discretion of the Joint Bookrunners.
The New Shares will, when issued, be credited as fully paid and will rank pari
passu in all respects with the existing issued ordinary shares of the Company,
including the right to receive future dividends and other distributions
declared, made or paid after the date of their issue, including the right to
participate in the interim dividend of 90 SA cents per Gold Fields share
announced today. Application will be made for the New Shares to be admitted to
trading on the JSE Limited ("Admission").
JPMorgan and Citigroup are acting as joint global co-ordinators and joint
bookrunners in the Capital Raising. JPMorgan is acting as stabilising manager on
behalf of the Joint Bookrunners in the manner set out below.
Commenting on the proposed transaction, Ian Cockerill, Chief Executive Officer
of Gold Fields, said:
"Following the successful acquisition of Barrick Gold`s 50% stake in South Deep
and having secured significant control of Western Areas, we have confidence in
the prospects for the enlarged business. The South Deep gold mine fits naturally
with Gold Fields` portfolio of high quality, long-life assets and it makes
commercial and operational sense for South Deep to be in our stable to extract
maximum value for all stakeholders.
Fully on track to successfully complete the second of the two underlying
acquisitions, we have already secured operational control of South Deep. The new
management team for South Deep, under the leadership of Terrence Goodlace, the
newly appointed head of South African operations, has been put in place,
integration is underway and a full re-assessment for the development of the mine
has commenced.
Furthermore, I am particularly pleased that Gold Fields was equally successful
in terminating the Western Areas hedge book, as announced separately today.
Having put in place, at the end of 2006, the debt facilities required to
flexibly make these acquisitions and having terminated the hedge book in a
speedy and cost-effective manner, the proposed equity capital raising is now
designed to optimise our capital structure. This will provide Gold Fields with
the flexibility to fund the significant organic growth potential inherent within
our large portfolio and restore our firepower.
We look forward to realizing the full value of the enlarged Gold Fields."
Attention is drawn to Gold Fields` announcements of today in respect of its
results for the quarter ended 31 December 2006 and the termination of the hedge
book, as well as to the information set out below.
In connection with the Capital Raising, the Joint Bookrunners have been granted
an option exercisable in whole or in part for a 30-day period commencing on the
listing date. Pursuant to this option, the Joint Bookrunners, may require the
Company to issue further new ordinary shares equivalent to up to further 15% of
the number of shares placed as part of the Capital Raising at the offer price of
the Capital Raising in order to cover over-allotments, if any.
In connection with this Capital Raising, JPMorgan, as stabilising manager, may
over-allot or effect transactions which may support the market price of Gold
Fields ordinary shares at a level higher than that which might otherwise prevail
for a limited period after the listing date. However there is no obligation on
JPMorgan to do so. Such stabilising action may under no circumstances continue
beyond the 30th calendar day after the listing date.
For further information, please contact:
Contacts:
Gold Fields Limited
South Africa
Willie Jacobsz
Nerina Bodasing
Phone: 27 11 644 2400
Fax: 27 11 484 0639
williej@goldfields.co.za
Nerina.Bodasing@goldfields.co.za
Gold Fields Management will be hosting a global teleconference at which it will
discuss its results for the quarter ended 31 December 2006. The details are as
follows:
CONFERENCE CALL
SECOND QUARTER FISCAL 2007 RESULTS
Thursday, January 25, 2007
For Johannesburg: 16:30
For United Kingdom: 14:30 hours GMT
For Europe: 15:30 hours, European time
For North America: 9:30 a.m., Eastern time
Gold Fields Limited is releasing full details of its Second Quarter Fiscal 2007
results today, Thursday, January 25, 2007. A telephone conference call has been
scheduled at the times indicated above. The full results will be available on
the Company`s website, www.goldfields.co.za, at 10:00 that morning (South Africa
time).
DIAL IN NUMBERS
South Africa, toll-free: 0 800 996 636
United Kingdom, toll-free: 00 800 2800-2002
France, toll-free: 0 800 907 369
Germany, toll free: 0 800 181 3857
Italy, toll-free: 800 784 533
Switzerland, toll-free: 0 800 564 442
North America, toll-free: 888-482-0024
International Toll call to be used anywhere in the world: 617-801-9702
Participant pass code: 91373821
SIMULTANEOUS AUDIO WEBCAST
Available at our website, www.goldfields.co.za
DIGITAL REPLAY AVAILABLE ONE-HOUR AFTER CALL
Worldwide 617-801-6888, Passcode 62455841
Toll-free North America 888-286-8010, Passcode 62455841
(Available for seven days)
JPMorgan and Citigroup are acting exclusively for the Company and no one else in
connection with the Capital Raising. They will not regard any other person
(whether or not a recipient of this announcement) as their respective clients
and will not be responsible to anyone other than the Company for providing the
protections afforded to their respective clients nor for giving advice in
relation to the Capital Raising, the contents of this announcement or any
transaction or arrangement referred to herein.
This announcement may not be distributed, directly or indirectly, in or into the
United States, Canada, Australia or Japan. This announcement does not
constitute or form part of an offer to sell or issue, or any solicitation of an
offer to buy or subscribe for, any securities referred to herein. The Capital
Raising and the distribution of this announcement and other information in
connection with the Capital Raising in certain jurisdictions may be restricted
by law and persons into whose possession any document or other information
referred to herein comes should inform themselves about and observe any such
restriction. Any failure to comply with these restrictions may constitute a
violation of the securities laws of any such jurisdiction.
The securities mentioned herein have not been, and will not be, registered under
the U.S. Securities Act of 1933 (the "Securities Act"), and may not be offered
or sold in the United States (as such term is defined in Regulation S under the
Securities Act) unless they are registered under the Securities Act or pursuant
to an exemption from registration. No public offer of the New Shares is being
made in the United States.
Certain statements in this announcement constitute "forward looking statements"
within the meaning of Section 27A of the US Securities Act of 1933 and Section
21E of the US Securities Exchange Act of 1934. Such forward looking statements
involve known and unknown risks, uncertainties and other important factors that
could cause the actual results, performance or achievements of the Company to be
materially different from the future results, performance or achievements
expressed or implied by such forward looking statements. These factors include
those discussed in our reports filed with the SEC. We undertake 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.
This communication is only being distributed to and is only directed at (i)
persons who are outside the United Kingdom or (ii) investment professionals
falling within Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 ("Order") or (iii) high net worth companies,
and other persons to whom it may lawfully be communicated, falling within
Article 49(2)(a) to (d) of the Order (all such persons together being referred
to as "relevant persons"). The New Shares are only available to, and any
invitation, offer or agreement to subscribe, purchase or otherwise acquire such
New Shares will be engaged in only with, relevant persons. Any person who is not
a relevant person should not act or rely on this document or any of its
contents.
In connection with the Capital Raising, the Joint Bookrunners have been granted
an option exercisable in whole or in part for a 30-day period commencing on the
listing date. Pursuant to this option, the Joint Bookrunners, may require the
Company to issue further new ordinary shares equivalent to up to further 15% of
the number of shares placed as part of the Capital Raising at the offer price of
the Capital Raising in order to cover over-allotments, if any.
In connection with this Capital Raising, JPMorgan, as stabilising manager, may
over-allot or effect transactions which may support the market price of Gold
Fields ordinary shares at a level higher than that which might otherwise prevail
for a limited period after the listing date. However there is no obligation on
JPMorgan to do so. Such stabilising action may under no circumstances continue
beyond the 30th calendar day after the listing date.
Stabilisation/FSA
25 January 2007
Sponsor: JPMorgan
Date: 25/01/2007 10:02:14 Produced by the JSE SENS Department.
