Gold Fields

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:

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
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:

Net Debt to EBITDA covenant has moved from ≤2.5 times to ≤3.5 times; and
Consolidated EBITDA to Consolidated Net Finance Charges covenant has been reduced from ≥5 times to ≥4 times.

The purpose of the new facilities is:

to refinance the US$1,290 million credit facilities agreement dated 6 June 2016;
to repay the Gold Fields bonds maturing in 2020; and
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:

Five wind turbines which will deliver 18MW of power;
A 10,000-panel solar farm contributing 4MW;
A 4MWh battery energy storage system (BESS); and
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:

The dividend has been declared out of income reserves;
The gross local dividend amount is 60 SA cents per ordinary share for shareholders exempt from dividends tax;
The Dividend Withholding Tax of 20 per cent (twenty per centum) will be applicable to this dividend;
The net local dividend amount is 48 SA cents per ordinary share for shareholders liable to pay the dividends tax;
Gold Fields currently has 828,632,707 ordinary shares in issue; and
Gold Fields’ income tax number is 9160035607.

Shareholders are advised of the following dates in respect of the final dividend:

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
Shares commence trading ex-dividend: Wednesday, 4 September 2019
Record date: Friday, 6 September 2019
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.