TIDM0QQ8
RNS Number : 8837Z
Gold Fields Ltd
22 May 2019
Gold Fields announces early results of its cash tender offer for
up to $250 million aggregate principal amount of 4.875% Guaranteed
Notes due 2020
May 22, 2019 - Gold Fields Australasia Holding (BVI) Limited
(the "Company") today announced the results to date of its
previously announced offer to purchase for cash (the "Tender
Offer") up to $250 million aggregate principal amount (the "Maximum
Tender Amount") of the 4.875% Guaranteed Notes due 2020 issued by
Gold Fields Orogen Holding (BVI) Limited (the "Notes"). The terms
and conditions of the Tender Offer are set forth in the offer to
purchase dated May 8, 2019 (the "Offer to Purchase").
As of 5:00 p.m., New York City time, on May 21, 2019 (the "Early
Tender Time"), $411,155,000 aggregate principal amount of the Notes
were validly tendered and not validly withdrawn pursuant to the
Tender Offer. The table below identifies the principal amount of
Notes validly tendered and not validly withdrawn and the principal
amount of Notes the Company has accepted for purchase:
Outstanding Maximum Tender Principal Amount Principal Amount
ISIN/CUSIP Principal Amount Amount Tendered(2) Accepted Proration Factor
------------------- ------------------ ------------------ ------------------ ------------------ -----------------
Regulation S:
XS0547082973
Rule 144A: $250,000,000
US38060AAA25/ aggregate
38060AAA2 $852,390,000(1) principal amount $411,155,000 $249,996,000 56.7494%
___________________
(1) As of the commencement date of the Tender Offer.
(2) As of the Early Tender Time, as reported by D.F. King
Limited, the information and tender agent for the Tender Offer.
Because the aggregate principal amount of the Notes tendered at
or prior to the Early Tender Time was greater than the Maximum
Tender Amount, the Tender Offer was oversubscribed and the Company
has accepted Notes for purchase on a prorated basis (as described
in the Offer to Purchase). Payment for any Notes so accepted will
be made promptly on the Early Settlement Date, which is expected to
occur on May 23, 2019. Notes not accepted for purchase will be
credited on the Early Settlement Date to the account of the
registered holder of such Notes with the relevant Clearing System
(as defined in the Offer to Purchase) and otherwise returned in
accordance with the Offer to Purchase. Because the Tender Offer was
oversubscribed as of the Early Tender Time, holders of Notes who
validly tender Notes after the Early Tender Time will not have any
of their Notes accepted for purchase.
Each holder who validly tendered and did not validly withdraw
its Notes in the Tender Offer prior to the Early Tender Time will
receive $1,020.00 for each $1,000 principal amount of Notes (the
"Total Consideration"), which includes an early tender payment of
$30.00 per $1,000 principal amount of Notes so tendered. In
addition to the Total Consideration, all Holders of Notes accepted
for purchase will also receive accrued and unpaid interest on such
Notes, rounded to the nearest $0.01 per $1,000 principal amount of
Notes, from the last interest payment date up to, but not
including, the Early Settlement Date.
In accordance with the terms of the Tender Offer, the withdrawal
deadline was 5:00 p.m., New York City time, on May 21, 2019. As a
result, tendered Notes may no longer be withdrawn, except in
certain limited circumstances where additional withdrawal rights
are required by law (as determined by the Company).
Although the Tender Offer is scheduled to expire at 11:59 p.m.,
New York City time, on June 5, 2019, the Company does not expect to
accept for purchase any tenders of Notes after the Early Tender
Time because the aggregate principal amount of Notes that were
validly tendered and not validly withdrawn as of the Early Tender
Time exceeded the Maximum Tender Amount.
On May 15, 2019, Gold Fields Orogen Holding (BVI) Limited
completed an offering of new notes (the "New Notes Offering")
guaranteed by Gold Fields Limited and certain of its subsidiaries.
A portion of the proceeds from the New Notes Offering is expected
to fund the Tender Offer. Completion of the New Notes Offering
satisfied the Financing Condition (as defined in the Offer to
Purchase).
Subject to applicable law and the terms and conditions of the
Offer to Purchase, the Company may terminate the Tender Offer,
waive any or all of the conditions of the Tender Offer prior to the
Expiration Time, extend the Expiration Time or amend the terms of
the Tender Offer.
The Company has retained Citigroup Global Markets Limited, J.P.
Morgan Securities plc and Merrill Lynch International to act as the
dealer managers for the Tender Offer and D.F. King Limited to act
as information and tender agent for the Tender Offer. Questions
regarding procedures for tendering Notes may be directed to D.F.
King Limited at (800) 706-3274 (toll free), +1 (212) 269 5550
(collect) or +44 20 7920 9700 (in London), +852 3953 7230 (in Hong
Kong) or by email to goldfields@dfkingltd.com. Questions regarding
the Tender Offer may be directed to Citigroup Global Markets
Limited at (800) 558 3745 (toll free), (212) 723 6106 (collect) or
+44 20 7986 8969 (in London) or by email to
liabilitymanagement.europe@citi.com; J.P. Morgan Securities plc at
+44 20 7134 2468 or by email to em_europe_lm@jpmorgan.com and
Merrill Lynch International at (888) 292 0070 (toll free), (980)
387 3907 (collect) or +44 20 7996 5420 (in London) or by email to
dg.lm_emea@baml.com.
This press release is for informational purposes only and does
not constitute an offer to sell, or a solicitation of an offer to
buy, any security. No offer, solicitation, or sale will be made in
any jurisdiction in which such an offer, solicitation, or sale
would be unlawful. The Tender Offer is only being made pursuant to
the Offer to Purchase. Holders of the Notes are urged to carefully
read the Offer to Purchase before making any decision with respect
to the Tender Offer.
The distribution of announcement release in certain
jurisdictions may be restricted by law. Persons into whose
possession this announcement comes are required by each of the
Company, the dealer managers and the information and tender agent
to inform themselves about and to observe any such
restrictions.
Offer and Distribution Restrictions
United Kingdom
The communication of this announcement, the Offer to Purchase
and any other documents or materials relating to the Tender Offer
is not being made and such documents and/or materials have not been
approved by an authorised person for the purposes of section 21 of
the Financial Services and Markets Act 2000. Accordingly, this
announcement, the Offer to Purchase and such documents and/or
materials are not being distributed to, and must not be passed on
to, persons in the United Kingdom other than (i) to those persons
in the United Kingdom falling within the definition of investment
professionals (as defined in Article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005 (the
"Financial Promotion Order")), (ii) to those persons who are within
Article 43(2) of the Financial Promotion Order, including existing
members and creditors of the Company, (iii) to those persons who
are outside the United Kingdom, or (iv) to any other persons to
whom it may otherwise lawfully be made under the Financial
Promotion Order (all such persons together being referred to as
"Relevant Persons") and the transactions contemplated herein will
be available only to, and engaged in only with, Relevant Persons.
Any person who is not a Relevant Person should not act on or rely
on this announcement, the Offer to Purchase or any of its
contents.
Belgium
None of this announcement, the Offer to Purchase or any other
documents or materials relating to the Tender Offer have been
submitted to or will be submitted for approval or recognition to
the Financial Services and Markets Authority (Autorité des services
et marchés financiers / Autoriteit voor financiële diensten en
markten) and, accordingly, the Tender Offer may not be made in
Belgium by way of a public offering, as defined in Articles 3 and 6
of the Belgian Law of April 1, 2007 on public takeover bids as
amended or replaced from time to time. Accordingly, the Tender
Offer may not be advertised and the Tender Offer will not be
extended, and none of this announcement, the Offer to Purchase or
any other documents or materials relating to the Tender Offer
(including any memorandum, information circular, brochure or any
similar documents) has been or shall be distributed or made
available, directly or indirectly, to any person in Belgium other
than "qualified investors" in the sense of Article 10 of the
Belgian Law of June 16, 2006 on the public offer of placement
instruments and the admission to trading of placement instruments
on regulated markets, acting on their own account. This
announcement has been issued only for the personal use of the above
qualified investors and exclusively for the purpose of the Tender
Offer. Accordingly, the information contained in this announcement
may not be used for any other purpose or disclosed to any other
person in Belgium.
France
The Tender Offer is not being made, directly or indirectly, to
the public in France. None of this announcement, the Offer to
Purchase or any other documents or offering materials relating to
the Tender Offer, has been or shall be distributed to the public in
France and only (i) providers of investment services relating to
portfolio management for the account of third parties (personnes
fournissant le service d'investissement de gestion de portefeuille
pour compte de tiers) and/or (ii) qualified investors
(investisseurs qualifiés) acting for their own account, other than
individuals, all as defined in, and in accordance with, Articles
L.411-1, L.411-2 and D.411-1 of the French Code monétaire et
financier, are eligible to participate in the Tender Offer. This
announcement has not been submitted to the clearance procedures
(visa) of the Autorité des marchés financiers.
Italy
None of this announcement, the Offer to Purchase or any other
document or materials relating to the Tender Offer have been or
will be submitted to the clearance procedures of the Commissione
Nazionale per le Società e la Borsa ("CONSOB") pursuant to Italian
laws and regulations. The Tender Offer is being carried out in
Italy as an exempted offer pursuant to article 101-bis, paragraph
3-bis of the Legislative Decree No. 58 of 24 February 1998, as
amended (the "Financial Services Act") and article 35-bis,
paragraph 4 of CONSOB Regulation No. 11971 of 14 May 1999, as
amended. Holders or beneficial owners of the Notes that are
resident and/or located in Italy can tender Notes for purchase in
the Tender Offer through authorised persons (such as investment
firms, banks or financial intermediaries permitted to conduct such
activities in the Republic of Italy in accordance with the
Financial Services Act, CONSOB Regulation No. 20307 of 15 February
2018, as amended, and Legislative Decree No. 385 of 1 September
1993, as amended) and in compliance with any other applicable laws
and regulations and with any requirements imposed by CONSOB and any
other Italian authority.
Each intermediary must comply with the applicable laws and
regulations concerning information duties vis-à-vis its clients in
connection with the Notes or the Tender Offer.
British Virgin Islands
None of this announcement, the Offer to Purchase or any other
documents or materials related to the Tender Offer are subject to
or have been reviewed or approved by, or registered with, or
received approval from, the Financial Services Commission of the
British Virgin Islands and no statement to the contrary, explicit
or implicit is authorised to be made in this regard. None of this
announcement, the Offer to Purchase or any other documents or
materials related to the Tender Offer may be sent or distributed to
persons in the British Virgin Islands. However, the Tender Offer
may be offered to business companies incorporated in the British
Virgin Islands or limited partnerships formed in the British Virgin
Islands, provided that any such offer is made outside the British
Virgin Islands or is otherwise permitted by British Virgin Islands
legislation.
South Africa
The communication of this announcement, the Offer to Purchase
and any other documents or materials relating to the Tender Offer
should not be construed as constituting any form of investment
advice or recommendation, guidance or proposal of a financial
nature under the South African Financial Advisory and Intermediary
Services Act, 37 of 2002 (as amended or re-enacted). This
announcement is not being made to and does not constitute an "offer
to the public" (as such term is defined in the "SA Companies Act")
and is not, nor is it intended to constitute, a "registered
prospectus" (as such term is defined in the SA Companies Act)
prepared and registered under the SA Companies Act.
General
This announcement does not constitute an offer to buy or the
solicitation of an offer to sell Notes, and tenders of Notes in the
Tender Offer will not be accepted from holders, in any
circumstances in which such offer or solicitation is unlawful. In
those jurisdictions where the securities, blue sky or other laws
require the Tender Offer to be made by a licensed broker or dealer
and any of the dealer managers or any of the dealer managers'
respective affiliates is such a licensed broker or dealer in any
such jurisdiction, the Tender Offer shall be deemed to be made by
such dealer manager or affiliate, as the case may be, on behalf of
the Company in such jurisdiction.
Forward-Looking Information
This announcement contains certain forward-looking statements
which reflect the Company's intent, beliefs or current expectations
about the future and can be recognized by the use of words such as
"expects," "will," "anticipate," or words of similar meaning. These
forward-looking statements are not guarantees of any future
performance and are necessarily estimates reflecting the best
judgment of the senior management of the Company and involve a
number of risks and uncertainties that could cause actual results
to differ materially from those suggested by the forward-looking
statements. As a consequence, these forward-looking statements
should be considered in light of various important factors that
could cause actual results to differ materially from estimates or
projections contained in the forward-looking statements, which
include, without limitation, the risk factors set forth in the
Offer to Purchase. The Company cannot guarantee that any
forward-looking statement will be realized, although it believes it
has been prudent in its plans and assumptions. Achievement of
future results is subject to risks, uncertainties and assumptions
that may prove to be inaccurate. Should known or unknown risks or
uncertainties materialize, or should underlying assumptions prove
inaccurate, actual results could vary materially from those
anticipated, estimated or projected. The Company undertakes no
obligation to update publicly or release any revisions to these
forward-looking statements to reflect events or circumstances or to
reflect the occurrence of unanticipated events, except as required
by applicable law.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
TENSEFFEEFUSEII
(END) Dow Jones Newswires
May 22, 2019 08:52 ET (12:52 GMT)
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