Gold Fields Announces Cash Tender Offer - FE InvestEgate
May 8, 2019 - Gold Fields Australasia Holding (BVI) Limited (the "Company") announces the launch of its 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 Tender Offer is made upon the terms and subject to the conditions set forth in the offer to purchase dated May 8, 2019 (the "Offer to Purchase"). The Offer to Purchase is available, subject to eligibility confirmation and registration, from the Tender Offer Website: https://sites.dfkingltd.com/goldfields.
The Tender Offer will expire at 11:59 p.m., New York City time, on June 5, 2019, unless extended or earlier terminated (such time and date, as the same may be extended, the "Expiration Time"). Holders who tender their Notes may withdraw such Notes at any time prior to 5:00 p.m., New York City time, on May 21, 2019 (such time and date, as the same may be extended).
To receive the Total Consideration (as defined below), which includes an early tender payment of $30 per $1,000 principal amount of the Notes accepted for purchase pursuant to the Tender Offer (the "Early Tender Payment"), holders must validly tender and not validly withdraw their Notes prior to 5:00 p.m., New York City time, on May 21, 2019, unless extended (such time, as the same may be extended, the "Early Tender Time"). Holders who validly tender their Notes after the Early Tender Time but at or prior to the Expiration Time will be eligible to receive only the Tender Offer Consideration, which is an amount equal to the Total Consideration (as defined below) minus the Early Tender Payment.
The following table sets forth certain terms of the Tender Offer:
Title of Notes
Outstanding Principal Amount
Maximum Tender Amount
Tender Offer Consideration(1)(4)
Early Tender Payment (2)
4.875% Guaranteed Notes due 2020 issued by Gold Fields Orogen Holding (BVI) Limited
$250,000,000 aggregate principal amount
(1) Per $1,000 principal amount of Notes tendered after the Early Tender Time but on or prior to the Expiration Time and accepted for purchase.
(2) Per $1,000 principal amount of Notes tendered on or prior to the Early Tender Time and accepted for purchase.
(3) The Total Consideration includes the Early Tender Payment.
(4) Excludes accrued interest, which will also be paid.
(5) Excludes $147,610,000 in the aggregate principal amount of Notes repurchased by Gold Fields Australasia (BVI) Limited on March 3, 2016. Gold Fields Australasia (BVI) Limited intends to hold the Notes so acquired until their maturity on October 7, 2020.
In addition to the Tender Offer Consideration or the Total Consideration, as applicable, 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 or the Final Settlement Date (each as defined below), as applicable.
Notes may be subject to proration if the aggregate principal amount of the Notes validly tendered and not validly withdrawn as of the Early Tender Time or the Expiration Time, as applicable, is greater than the Maximum Tender Amount. Furthermore, Notes tendered at or prior to the Early Tender Time will be accepted for purchase in priority to Notes tendered after the Early Tender Time, and to the extent Notes are tendered at or prior to the Early Tender Time and accepted for purchase pursuant to the Tender Offer, the portion of the Maximum Tender Amount available for the purchase of Notes tendered after the Early Tender Time could be reduced significantly or eliminated altogether.
On April 25, 2019, Gold Fields Orogen Holding (BVI) Limited announced an offering of new notes (the "New Notes Offering"), which will be guaranteed by Gold Fields Limited (together with its subsidiaries on a consolidated basis, the "Group") and certain of its subsidiaries. The New Notes Offering is expected to price on May 8, 2019 and close on May 15, 2019. Subject to the successful closing of the New Notes Offering, a portion of the proceeds from the New Notes Offering is expected to fund the Tender Offer. The Tender Offer is conditioned upon, among other things, the Company obtaining available funds sufficient to pay the Total Consideration or Tender Offer Consideration, as the case may be, with respect to all Notes to be accepted for payment, as a result of the New Notes Offering or otherwise on terms and conditions acceptable to the Company, in its sole discretion.
It is expected that payment for Notes tendered at or prior to the Early Tender Time will be made on May 23, 2019 (the "Early Settlement Date"), and payment for Notes tendered after the Early Tender Time but at or prior to the Expiration Time will be made on June 7, 2019 (the "Final Settlement Date").
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 is making the Tender Offer as a way of managing the Group's financial liabilities and cost of debt financing. None of the Company, the guarantors of the Notes, the dealer managers, the information and tender agent or the trustee (nor any director, officer, employee, agent or affiliate of, any such person) makes any recommendation whether holders should tender or refrain from tendering Notes in the Tender Offer. Holders must make their own decision as to whether to tender Notes and, if so, the principal amount of the Notes to tender.
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 firstname.lastname@example.org. 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 email@example.com; J.P. Morgan Securities plc at +44 20 7134 2468 or by email to firstname.lastname@example.org 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 email@example.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
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.
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.
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.
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.
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.
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.
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.
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