| Fri 2 Feb 2007, 17:00 | | GFI - Gold Fields - Gold Fields Announces Exercise |
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GFI
GOGOF
GFI - Gold Fields - Gold Fields Announces Exercise of Over-Allotment
Arrangements
NOT TO BE RELEASED OR DISTRIBUTED IN, INTO OR FROM THE UNITED STATES,
AUSTRALIA, CANADA OR JAPAN.
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 ANNOUNCES EXERCISE OF OVER-ALLOTMENT ARRANGEMENTS
Gold Fields is pleased to announce that, in connection with its capital
raising (the "Capital Raising"), JPMorgan Securities Ltd. ("JPMorgan") and
Citigroup Global Markets Limited ("Citigroup"), together the "Joint
Bookrunners" have today exercised in full the over-allotment option granted
by Gold Fields (the "Over-allotment Option"). Pursuant to the exercise of
the Over-allotment Option, in order to, inter alia, cover over-allotments,
Gold Fields will issue an additional 11.85 million new ordinary shares
("the Over-allotment Shares") at ZAR 113.50 per share, this being the offer
price achieved in the Capital Raising.
As a result, the gross proceeds to be received by Gold Fields will increase by
approximately ZAR1.34 billion to approximately ZAR10.3 billion (equivalent
to approximately US$1.4 billion). Following the exercise of the Over-
allotment Option, the total number of new ordinary shares to be issued in
terms of the Capital Raising (the "New Shares") is 90.85 million new
ordinary shares. This represents approximately 16.2 per cent. of Gold
Fields` issued ordinary share capital prior to the Capital Raising.
The New Shares will, when issued, be credited as fully paid and will rank pari
passu in all respects with the existing ordinary shares of Gold Fields in
issue prior to the Capital Raising, 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 including the Over-allotment 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.
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
2 February 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: 02/02/2007 17:00:01 Produced by the JSE SENS Department.
