| Wed 31 Jan 2007, 8:30 | | NOT TO BE RELEASED OR DISTRIBUTED IN |
|
GFI
GOGOF
NOT TO BE RELEASED OR DISTRIBUTED IN, INTO OR FROM THE UNITED STATES,
AUSTRALIA, CANADA OR JAPAN.
GFI - Gold Fields Successfully Completes 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")
GOLD FIELDS SUCCESSFULLY COMPLETES CAPITAL RAISING
Gold Fields is pleased to announce today the successful completion of the
capital raising announced on 25 January 2007 (the "Capital
Raising").
In the Capital Raising, 79 million new shares in Gold Fields have been
placed by JPMorgan Securities Ltd. ("JPMorgan") and Citigroup Global
Markets Limited ("Citigroup") (collectively, the "Joint
Bookrunners") with institutional investors by way of a private
placement at an offer price of ZAR113.50 (the "Offer Price") per new
ordinary share.
The Capital Raising was oversubscribed and the Offer Price of ZAR113.50
represents a discount of under 3% to the closing price of Gold
Fields shares on the JSE Limited on 30 January 2007.
Based on the Offer Price, the gross proceeds to be received by Gold Fields
is approximately ZAR8.9 billion (raising approximately US$1.2
billion at a ZAR/US$ exchange rate of approximately 7.30). The new
shares represent approximately 14 per cent of Gold Fields` issued
ordinary share capital prior to the Capital Raising.
The proceeds of approximately US$1.2 billion 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 ("the
Barrick transaction") and its rights under the joint venture
agreement with Western Areas Limited.
As is customary in both local and international primary capital raisings,
the Joint Bookrunners have been granted an over-allotment option
("the Over-allotment Option") by Gold Fields. Pursuant to this Over-
allotment Option the Joint Bookrunners may require Gold Fields to
issue an additional 11.85 million new ordinary shares ("the Over-
allotment Shares") at the Offer Price, in order to inter alia cover
over-allotments. The Joint Bookrunners may exercise the Over-
allotment Option in whole or in part for a 30-day period commencing
today.
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 today.
However there is no obligation on JPMorgan to do so. Such
stabilising action may under no circumstances continue beyond the
30th calendar day after today.
Commenting on the proposed transaction, Ian Cockerill, Chief Executive
Officer of Gold Fields, said:
"We are delighted with the positive response and oversubscription of our
capital raising. We are pleased with the quality of our enlarged
shareholder base and welcome our new shareholders; their investment
will allow Gold Fields to take advantage of the significant organic
growth potential inherent within our large portfolio whilst also
restoring our firepower.
Having completed the Barrick transaction and having secured 97.7%
ownership of Western Areas, we have confidence in the prospects for
the enlarged business, in particular as the South Deep gold mine
fits naturally with Gold Fields` portfolio of high quality, long-
life assets. Having successfully terminated the hedge book we
indirectly inherited from Western Areas and having put in place,
through this capital raising, a capital structure designed to
support our growth going forward, we look forward to realizing the
full value of the enlarged Gold Fields."
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 Gold Fields, 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 dividend of 90 SA
cents per Gold Fields share announced on 25 January 2007.
Application will be made for the New Shares to be admitted to
trading on the JSE Limited ("Admission"). Admission, settlement and
commencement of dealings are expected to take place on or around 7
February 2007.
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.
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
31 January 2007
Sponsor: JPMorgan
JPMorgan and Citigroup are acting exclusively for Gold Fields 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 Gold Fields 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 Securities Act
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 Gold Fields 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.
Stabilisation/FSA
Date: 31/01/2007 08:30:02 Produced by the JSE SENS Department.
