Corporate
New bonds issued – US$1 billion raised
On 9 May 2019 Gold Fields successfully concluded the raising of
two new bonds – a US$500 million 5-year bond with a coupon of
5.125 per cent and a US$500 million 10-year bond with a coupon
of 6.125 per cent – raising a total of US$1 billion at an average
coupon of 5.625 per cent. The final combined book for the bond
issues was in excess of US$3 billion, an oversubscription by three
times.
The proceeds of the raising were used to repay amounts
outstanding under the US$1,290 million Credit Facilities
Agreement and repurchase of a portion of the 2020 bond.
In conjunction with the issuance, and as part of the use of
proceeds, Gold Fields announced a tender offer for up to US$250
million of the outstanding 4.875 per cent 2020 bonds at a price of
102 per cent.
On 27 May 2019 Gold Fields announced the successful buyback
of US$250 million of the outstanding 2020 notes at 102 per cent of
par as compared with a premium of 101.73 per cent of par at the
close of business on 24 May 2019.
The remainder of the 2020 notes (US$600 million), due in October
2020, is expected to be repaid from a combination of available
cash and bank debt facilities.
US$1,200 million revolving credit facility
On 25 July 2019, Gold Fields Orogen Holding (BVI) Limited and
Gold Fields Ghana Holdings (BVI) Limited entered into a US$1,200
million revolving credit facilities agreement, with a syndicate of
international banks and financial institutions. The new facilities
which became effective on the same day comprise two tranches:
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US$600 million 3+1+1 (upfront extension option subject to
bank consent) year revolving credit facility (RCF) – at a margin
of 1.45 per cent over Libor; and |
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US$600 million 5+1+1 (upfront extension option subject to
bank consent) year revolving credit facility (RCF) – at a margin
of 1.70 per cent over Libor. |
Gold Fields was upgraded to Baa3 by Moody's on 26 June 2018
and the new transaction allowed the Company to align the
documentation to Investment Grade terms and conditions. Gold Fields has also adopted IFRS 16 and improved its financial
covenants to accommodate the treatment of operating leases as
follows:
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Net Debt to EBITDA covenant has moved from ≤2.5 times to
≤3.5 times; and |
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Consolidated EBITDA to Consolidated Net Finance Charges
covenant has been reduced from ≥5 times to ≥4 times. |
The purpose of the new facilities is:
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to refinance the US$1,290 million credit facilities agreement
dated 6 June 2016; |
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to repay the Gold Fields bonds maturing in 2020; and |
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to fund general corporate and working capital requirements of
the Gold Fields group. |
The successful completion of the new bonds, as well as the
buyback and refinancing of the syndicated bank debt, helps Gold
Fields achieve one of its key financial objectives for 2019 of
extending the maturity of its debt profile.
Sale of non-core investments to pay down debt
On 6 June 2019 and in line with its key strategic objective of paying
down its debt, Gold Fields sold its shareholdings in two of its noncore
investments, Maverix Metals and Red 5, for combined
proceeds of US$88 million. Both positions were sold at a
significant premium to the look-through acquisition costs.
Gold Fields completed the sale of its 19.9 per cent shareholding in
Toronto-listed gold and royalty streaming company Maverix. The
sale of the shares – processed through a series of private market
transactions over the past four weeks – raised C$91.4 million
(US$67 million).
Gold Fields retains 4.125 million Maverix warrants, equivalent to a
3.68 per cent interest in the company on a partially-diluted basis.
Gold Fields sold the bulk of its royalty portfolio to Maverix in
December 2016 in return for the 19.9 per cent shareholding.
In April 2019, Gold Fields sold its 247 million shares in ASX-listed
mining company Red 5 – equivalent to 19.9 per cent of its total
shareholding – at A$0.12 per share for a total consideration of
A$29.6 million (US$21 million). Gold Fields had acquired the stake
at A$0.05 per share in October 2017 when it sold its Darlot gold
mine in Western Australia to Red 5.
Agnew mine to be powered by renewables in industry leading
project
On 19 June 2019 Gold Fields' Agnew gold mine in Western
Australia became one of Australia's first mining operations to be
predominantly powered by renewable and low-carbon energy.
Gold Fields and global energy group EDL announced an A$112
million investment in a world-leading energy microgrid combining
wind, solar, gas and battery storage. The microgrid will be owned
and operated by EDL, which will recoup its investment via a 10-
year electricity supply agreement with Agnew.
The project, has the backing of the Australian Government with the
Australian Renewable Energy Agency (ARENA) contributing a
recoupable A$13.5 million to its construction, which will be
recouped over a period of 15 years once the assets are amortised
in full.
The Agnew microgrid is initially forecast to provide 55 – 60 per cent
of the mine's energy needs, with potential to meet almost all
energy requirements at certain times. The Agnew microgrid will
consist of:
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Five wind turbines which will deliver 18MW of power; |
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A 10,000-panel solar farm contributing 4MW; |
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A 4MWh battery energy storage system (BESS); and |
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A 16MW gas engine power station to underpin supply when
required. |
The hybrid microgrid at Agnew follows the announcement of a
microgrid at Gold Fields' Granny Smith mine, featuring 20,000
solar panels and a 1MWh battery system planned for completion
in the December quarter 2019.
Cash dividend
In line with the Company's dividend policy to pay out a dividend of
between 25 and 35 per cent of its profit, the Board has approved
and declared an interim dividend number 90 of 60 SA cents per
ordinary share (gross) in respect of the six months ended 30 June
2019. This translates to 28 per cent of normalised profit. The
interim dividend will be subject to the Dividend Withholding Tax of
20 per cent. In accordance with paragraphs 11.17(a) (i) and
11.17(c) of the JSE Listings Requirements, the following additional
information is disclosed:
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The dividend has been declared out of income reserves; |
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The gross local dividend amount is 60 SA cents per ordinary
share for shareholders exempt from dividends tax; |
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The Dividend Withholding Tax of 20 per cent (twenty per
centum) will be applicable to this dividend; |
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The net local dividend amount is 48 SA cents per ordinary
share for shareholders liable to pay the dividends tax; |
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Gold Fields currently has 828,632,707 ordinary shares in issue;
and |
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Gold Fields’ income tax number is 9160035607. |
Shareholders are advised of the following dates in respect of the
final dividend:
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Interim dividend number 90: 60 SA cents per share |
• |
Last date to trade cum-dividend: Tuesday, 3 September 2019 |
• |
Sterling and US dollar conversion date: Wednesday,
4 September 2019 |
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Shares commence trading ex-dividend: Wednesday,
4 September 2019 |
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Record date: Friday, 6 September 2019 |
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Payment of dividend: Monday, 9 September 2019 |
Share certificates may not be dematerialised or rematerialised
between: Wednesday, 4 September 2019 and: Friday,
6 September 2019, both dates inclusive.
Mining charter
Engagements between the Department of Mineral Resources and
Energy (DMRE) and the Minerals Council South Africa in respect of
Mining Charter III are continuing. The Minerals Council has sought
a resolution to a number of provisions in Mining Charter III that the
industry cannot support since it was gazetted in September 2018.
While some talks had been held with the DMRE, these were not
finalised at the time the statutory 180-day deadline. As a result,
the Minerals Council lodged an application for a review of certain
elements of Mining Charter III.
The focus of the review application is on the failure to recognise
the continuing consequences of previous transactions in respect
of renewals and transfers of rights, and for the DMRE to explain
the targets set for local content in terms of the procurement
element. The High Court is expected to hear the application later
this year.
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