| Fri 24 Jul 2009, 16:19 | | GFI - Gold Fields Makes An Offer For Glencar |
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GFI
GOGOF
GFI - Gold Fields Makes An Offer For Glencar
Gold Fields Limited
(Reg. No. 1968/004880/06)
(Incorporated in the Republic of South Africa)
Share Code: GFI
ISIN Code: ZAE000018123
MEDIA RELEASE
NOT TO BE RELEASED OR DISTRIBUTED IN, INTO OR FROM AUSTRALIA, CANADA OR JAPAN
GOLD FIELDS MAKES AN OFFER FOR GLENCAR
Johannesburg, 24 July 2009: Gold Fields Limited (Gold Fields) (JSE, NYSE,
NASDAQ Dubai: GFI) is pleased to announce that it has, through a wholly owned
subsidiary, reached agreement with Glencar Mining Plc (Glencar) (AIM: GBX ISE:
GEX) on the terms of a recommended cash offer for the entire issued share
capital of Glencar.
Under the terms of the Offer, Glencar shareholders will be entitled to receive,
for each Glencar share, 9 pence Sterling in cash upon acceptance of the Offer,
should the required acceptances be achieved. The offer is subject to the
acceptance by shareholders representing 80% of Glencar`s issued share capital.
However, Gold Fields may reduce this acceptance threshold, at its discretion,
but to no lower than a percentage which is more than 50%. The consideration
values the entire issued and to be issued share capital of Glencar at
approximately GBP28 million.
As reflected in Glencar`s 2008 Annual Report, Glencar`s principal asset, and
only defined resource, is its Komana project in Southern Mali, West Africa
("Komana"). Komana has an indicated and inferred mineral resource of 1,250,000*
ounces of gold, within 150 metres of surface.
Nick Holland, Chief Executive Officer of Gold Fields said, "The proposed
acquisition of Glencar is consistent with Gold Fields` regionalization strategy,
which includes growing its production in each of the West Africa, South America
and Australasia regions to a million ounces per region within five years. We
like Mali and this acquisition forms part of our strategy to grow our presence
and footprint in the West African region. The offer fairly values Glencar`s
existing resource base and exploration upside and we are excited about its
future inclusion in the Gold Fields group."
The consideration payable will be financed out of Gold Fields` existing
resources and is expected to close in late September 2009.
* Based on a 0.5 g/t cut off grade
About Gold Fields
Gold Fields Limited is one of the world`s largest unhedged producers of gold
with attributable steady state production of approximately 4 million ounces per
annum from nine operating mines in South Africa, Peru, Ghana and Australia. The
company has total attributable ore reserves of 83 million ounces and mineral
resources of 251 million ounces. Gold Fields is listed on the JSE Limited
(primary listing), New York Stock Exchange (NYSE), NASDAQ Dubai Limited (NASDAQ
Dubai), NYSE Euronext in Brussels (NYX) and Swiss Exchange (SWX). For more
information please visit the Gold Fields website at www.goldfields.co.za.
About Glencar
Glencar is a Dublin-based exploration company with a focus on exploration and
development of gold deposits in Africa. Glencar has found major gold deposits in
Ghana, West Africa in the 1980s and in the 1990s. The company has operations in
Mali and Ghana in West Africa and in Uganda in East Africa. Glencar is
headquartered in Dublin, Ireland.
The distribution of this announcement in or into certain jurisdictions may be
restricted by the laws of those jurisdictions, including Canada, Australia or
Japan,. Accordingly, copies of this announcement and all other documents
relating to the Offer are not being, and must not be, mailed or otherwise
forwarded, distributed or sent in, into or from any Restricted Jurisdiction.
Persons receiving such documents (including, without limitation, nominees,
trustees and custodians) should observe these restrictions. Failure to do so may
constitute a violation of the securities laws of any such jurisdiction.
The directors of Gold Fields Metals BV and of its parent company, Gold Fields
Limited accept responsibility for the information contained in this announcement
except for information relating to Glencar which has been noted above to have
been compiled from published sources ("Glencar published information") and in
respect of which the directors of Gold Fields Metals BV and Gold Fields Limited
accept responsibility only for the correctness and fairness of its reproduction
and presentation. To the best of the knowledge and belief of the directors of
Gold Fields Metals BV and of its parent company, Gold Fields Limited (who have
taken all reasonable care to ensure that such is the case), the information
contained in this announcement for which they accept responsibility (excluding
the Glencar published information) is in accordance with the facts and does not
omit anything likely to affect the import of such information.
Under the provisions of Rule 8.3 of the Irish Take Over Code, if any person is,
or becomes, "interested" (directly or indirectly) in one per cent. or more of
any class of "relevant securities" of Glencar , all "dealings" in any "relevant
securities" of that company (including by means of an option in respect of, or a
derivative referenced to, any such "relevant securities") must be publicly
disclosed by no later than 3.30 p.m. on the business day in Ireland following
the date of the relevant transaction. This requirement will continue until the
date on which the "offer period" ends. If two or more persons act together
pursuant to an agreement or understanding, whether formal or informal, to
acquire an "interest" in "relevant securities" of Glencar, they will be deemed
to be a single person for the purpose of Rule 8.3.
Under the provisions of Rule 8.1 of the Irish Take Over Code, all "dealings" in
"relevant securities" of Glencar , by Glencar or Gold Fields or by any of their
respective "associates", must be disclosed by no later than 12.00 noon on the
London business day following the date of the relevant transaction.
Terms in quotation marks are defined in the Irish Take Over Code, which can also
be found on the Irish Take Over Panel`s website. If you are in any doubt as to
whether or not you are required to disclose "dealing" under Rule 8, you should
consult the Irish Take Over Panel.
Gold Fields Limited
Reg. 1968/004880/06
150 Helen Road
Sandown, Sandton
2196
Postnet Suite 252
Private Bag X30500
Houghton, 2041
South Africa
Tel: +27 11 562 9700
Fax: +27 11 562 9838
Enquiries:
Media and Investor Enquiries
Willie Jacobsz
Tel: +508 839 1188
Mobile: +857 241 7127
Email: willie.jacobsz@gfexpl.com
Nikki Catrakilis-Wagner
Tel: +27 11 562 9706
Mobile: +27 (0)83 309 6720
Email: nikki.catrakils-wagner@goldfields.co.za
Media Enquiries
Julian Gwillim
Tel: +27 11 562 9774
Mobile: +27 (0)82 452 4389
Email: julian.gwillim@goldfields.co.za
Sponsor:
J.P. Morgan Equities Limited
Date: 24/07/2009 16:19:01 Produced by the JSE SENS Department.
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