6 August 2010
Gold Fields has announced three black economic empowerment deals that will see an employee share scheme and a broad-based BEE consortium buying discounted shares in the South African gold miner, thereby enabling it to meet its 2014 empowerment targets.
New order mining rights
The company announced the empowerment deals after disclosing that the Department of Mineral Resources had executed the new order mining rights for its South Deep gold mine.
The cumulative effect of the execution, together with the previous conversions for Driefontein, Kloof and Beatrix granted in 2006, is that all of Gold Fields’ South African operations have now been granted their new order mining right.
The South Deep licence has also been extended by the department to include a contiguous property, called Uncle Harry’s, which contains a mineral resource of about 14.5-million ounces of gold.
Employee share option scheme
The first transaction will see the establishment of an employee share option scheme, to be housed and administered through the Thusano Share Trust, which will hold an effective 10.75% stake in GFIMSA, the holding company which controls Gold Fields’ South African assets.
The Thusano Trust, which will benefit over 47 000 employees, will exercise full voting rights on behalf of the employees. The share allocation to employees will be based on an employee’s length of service with Gold Fields, ranging from 100 shares for one year service to 480 shares for 20 years service.
According to a statement this week, Gold Fields says the shares will be issued to the trust at par value of 50 cents per share. With Gold Fields shares closing at R98.35 per share on 30 July, the approximate accounting cost of the deal to shareholders would be about R1-billion.
“The shares are allocated free of charge but have to be held for 15 years. The employees will receive dividend payments during those 15 years. Based on historical dividend yields the dividend payments will total about R20-million a year,” the statement read.
Broad-based BEE consortium
The next two empowerment transactions involve a new-formed BEE consortium, BEECO, which will comprise the following elements:
- a Broad-Based Education Trust, to facilitate and promote education, youth and skills development for the mining industry, which will hold a 54% interest in BEECO;
- a selected number of black business and community leaders, who will not be related parties as defined by the JSE Listings Requirements, holding a combined 36% interest; and
- a Broad-Based Community Trust, which will hold a 10% interest in the consortium.
Direct South Deep holding
In the second transaction, BEECO will be issued with 600 000 Gold Fields shares, representing about 0.08% of shares in issue. These shares will carry no restrictions, unlike those from the final empowerment transaction.
In the third transaction, the BEE consortium will subscribe for a 10% holding, in the form of B-class shares, with full voting rights directly in Gold Fields’ South Deep mine with a phased participation over 20 years.
The acquisition will be facilitated through a unique vendor financed phased participation scheme that will see the shareholding acquired at no cost to the BEECO.
Preferential dividend, phased out suspension
As holders of the B-class shares the BEECO will be entitled to a cumulative preferential dividend of R20-million per annum for the first 10 years, R13.3-million per annum for the next five years and R6.7-million for the next five years payable out of profits of South Deep. After 20 years the preferential dividend ceases.
The B-class shares’ right to participate in other distributions over and above the preferred dividend will initially be suspended.
The suspension will be lifted on a phased-in basis, resulting in the B-class shares having the same rights as the A-class shares, as follows:
- after 10 years, in respect of one-third of the B-class shares;
- after 15 years, in respect of another one-third of the B-class shares; and
- after 20 years, in respect of the remaining one-third of the B-class shares.
The BEECO must retain ownership of South Deep for 30 years which is the term of the new order mining right granted to South Deep.
“These deals are central to our commitment to make every current employee at the company an owner,” said Gold Fields CEO Nick Holland.
“At the same time we are expanding opportunities for historically disadvantaged persons to benefit from the exploitation of the country’s mineral resources by promoting broad-based ownership, employment, and the advancement of social and economic welfare generally.”
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