| Mon 7 Sep 2009, 8:28 | | GFI - Gold Fields - Recommended cash offer for the entire issued and to be |
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GFI
GOGOF
GFI - Gold Fields - Recommended cash offer for the entire issued and to be
issued share capital of Glencar Mining Plc by Gold Fields Metals BV - Offer
declared wholly unconditional
Gold Fields Limited
(Reg. No. 1968/004880/06)
(Incorporated in the Republic of South Africa)
("Gold Fields" or "the Company")
JSE, NYSE, NASDAQ Dubai - Share Code: GFI
NYX Code: GFLB, and SWX Code: GOLI
ISIN: ZAE000018123
Not for release, publication or distribution, in whole or in part, in, into
or from Canada, Australia, Japan or any other Restricted Jurisdiction.
7 September 2009
RECOMMENDED CASH OFFER FOR THE ENTIRE ISSUED AND TO BE ISSUED SHARE CAPITAL
OF GLENCAR MINING PLC BY GOLD FIELDS METALS BV
OFFER DECLARED WHOLLY UNCONDITIONAL
On 7 August 2009, Gold Fields Metals BV ("Gold Fields"), a wholly owned
subsidiary of Gold Fields Limited, announced that the offer document (the
"Offer Document") containing the full terms and conditions of the
recommended cash offer by Gold Fields for the entire issued and to be
issued share capital of Glencar Mining plc ("Glencar") (the "Offer") had
been published and sent to eligible Glencar Shareholders, together with the
Form of Acceptance.
Gold Fields is pleased to announce that all the conditions of the Offer
have now been satisfied or waived and that, accordingly, the Offer is
declared unconditional in all respects.
1. Levels of Acceptance
Pursuant to paragraph (a) of Part A of Appendix I of the Offer Document,
the Offer was made subject to valid acceptances being received in respect
of such number of Glencar shares which represent in aggregate not less than
80 per cent. in nominal value of the Glencar Shares (or such lower
percentage, being more than 50 per cent. as Gold Fields may determine in
its sole discretion).
As at 1.00 p.m. (Dublin time) on 4 September 2009, Gold Fields had received
valid acceptances in respect of 252,927,920 Glencar Shares representing
approximately 83.16 per cent. in nominal value of the existing issued
ordinary share capital of Glencar.
Gold Fields is therefore pleased to announce that the 80 per cent.
acceptance condition in respect of the Offer has been satisfied.
The total number of valid acceptances set out above includes acceptances
received in respect of:
(I) 6,911,583 Glencar Shares (representing, in aggregate, approximately
2.3 per cent. in nominal value of the
existing issued share capital of Glencar) which were
subject to irrevocable commitments procured by
Gold Fields from the directors of Glencar who are Glencar
shareholders (directly or indirectly); and
(II) 90,231,197 Glencar Shares (representing, in aggregate, approximately
29.7 per cent. in nominal value of the
existing issued share capital of Glencar) which were
subject to irrevocable commitments procured by Gold Fields
from Gold Fields Netherlands Services BV, a person acting in
concert with Gold Fields and another wholly owned
subsidiary of Gold Fields Limited.
Neither Gold Fields nor any of its associates have any outstanding
irrevocable commitments or letters of intent in respect of Glencar
Shares.
Save as disclosed in this announcement, neither Gold Fields, nor any person
acting in concert with Gold Fields, is interested in or has any rights to
subscribe for, any Glencar Shares nor does any such person have any short
positions in relation to Glencar Shares.
2. Settlement
The consideration due to Glencar Shareholders who have provided valid and
complete acceptances under the Offer on or before the date of this
announcement will be dispatched by 18 September 2009. The consideration
due to Glencar Shareholders who provide valid and complete acceptances
under the Offer after the date of this announcement but while the Offer
remains open for acceptance will be dispatched within 14 days of such
receipt.
3. Offer open for acceptance
The Offer will remain open for acceptance until further notice.
4. Further Acceptances
If you hold your Glencar Shares in certificated form (that is, not in
CREST), to accept the Offer, the Form of Acceptance should be completed,
signed, witnessed and returned, together with your share certificate(s)
and/or other document(s) of title, in the envelope to be provided (reply-
paid within Ireland and the UK) by post or (during normal business hours
only) by hand to Computershare Investor Services (Ireland) Limited at P.O.
Box 954, Heron House, Corrig Road, Sandyford Industrial Estate, Dublin 18,
Ireland as soon as possible.
If you hold your Glencar Shares in uncertificated form (that is, in CREST),
then to accept the Offer, the Form of Acceptance should be completed,
signed, witnessed and returned in the envelope to be provided (reply-paid
within Ireland and the UK) by post or (during normal business hours only)
by hand to Computershare Investor Services (Ireland) Limited at P.O. Box
954, Heron House, Corrig Road, Sandyford Industrial Estate, Dublin 18,
Ireland as soon as possible and, you should ensure that you send (or, if
you are a CREST sponsored member, procure that your CREST sponsor sends) a
TTE instruction in accordance with the procedure set out in paragraph 17(d)
of the letter from Gold Fields in Part II of the Offer Document as soon as
possible.
Glencar Shareholders whose Glencar Shares are registered in the name of a
nominee should contact their broker, investment dealer, bank, trust company
or other nominee for assistance in accepting the Offer.
If you are in any doubt as to the procedure for acceptance of the Offer or
require assistance with completion of the Form of Acceptance, please
contact Computershare Investor Services (Ireland) Limited by telephone on +
353 1 447 5472.
Full details of the acceptance procedures are set out in the Offer Document
which was posted on 7 August 2009.
5. Compulsory acquisition, delisting and cancellation of trading
Gold Fields intends to apply the provisions of section 204 of the Companies
Act, 1963 to acquire compulsorily any Glencar Shares not acquired or agreed
to be acquired pursuant to the Offer or otherwise on the same terms as the
Offer.
Gold Fields has requested that Glencar applies for cancellation of the
admission to trading of the Glencar Shares on AIM and IEX. It is expected
that this cancellation will take effect from 7.00 a.m. on Monday 5 October
2009.
6. Other
Terms used in this announcement shall have the same meaning given to them
in the Offer Document, unless the context requires otherwise.
Enquiries:
Gold Fields
Willie Jacobsz Tel +1 508 839-1188
email Willie.jacobsz@gfexpl.com Mobile +1 857 241-7127
Nikki Catrakilis-Wagner Tel +27 11 562-9706
email Nikki.Catrakilis- Mobile +27 (0) 83 309-6720
Wagner@goldfields.co.za
Financial Adviser to Gold Fields
Canaccord Adams Tel + 44 (0)207 050 6500
Robert Finlay
Henry Fitzgerald-O`Connor
Sources and basis of Information
The existing issued ordinary share capital of Glencar is based upon
304,151,764 Glencar Shares in issue and includes the 2,250,000 Glencar
Options that were exercised on 11 August 2009.
The directors of Gold Fields accept responsibility for the information
contained in this announcement. To the best of the knowledge and belief of
the directors of Gold Fields (who have taken all reasonable care to ensure
that such is the case), the information contained in this announcement for
which they accept responsibility is in accordance with the facts and does
not omit anything likely to affect the import of such information.
Canaccord Adams, which is authorised and regulated in the United Kingdom by
the Financial Services Authority, is acting exclusively for Gold Fields and
no one else in connection with the Offer and Canaccord will not regard any
other person as a client in relation to the Offer and will not be
responsible to anyone other than Gold Fields for providing the protections
afforded exclusively to its clients or for providing advice in relation to
the Offer, the contents of this announcement or any transaction or
arrangement referred to herein.
This announcement does not constitute an offer or invitation to purchase,
sell, subscribe or exchange or the solicitation of an offer to purchase,
sell, subscribe or exchange any securities or the solicitation of any vote
or approval in any jurisdiction pursuant to the Offer or otherwise.
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.
Any response in relation to the Offer should be made only on the basis of
the information contained in the Offer Document or any document by which
the Offer is made.
Pursuant to Rule 2.6(c) of the Irish Takeover Rules, this announcement
shall be available to Glencar employees on Glencar`s website
(www.glencarmining.ie).
Important Additional Information and Where to Find It
In connection with the Offer, Gold Fields has posted to the shareholders of
Glencar the Offer Document. Shareholders of Glencar are urged to read the
Offer Document and the other relevant materials because they will contain
important information about Glencar or Gold Fields and the proposed Offer
and related matters.
In accordance with normal Irish and United Kingdom market practice, Gold
Fields or its nominees, or its brokers (acting as agents) may from time to
time make certain purchases of, or arrangements to purchase, Glencar Shares
outside the United States, other than pursuant to the Offer, before or
during the period in which the Offer remains open for acceptance. These
purchases may occur either in the open market at prevailing prices or in
private transactions at negotiated prices and shall comply with applicable
laws and the Irish Takeover Rules. The Offeror will disclose purchases of
Glencar Shares in the United States to the extent that such information is
made public in Ireland or the United Kingdom.
Neither the SEC nor any state securities commission has passed upon the
adequacy or accuracy of the disclosure in the Offer Document. Any
representation to the contrary is a criminal offence in the United States.
Date: 07/09/2009 08:28:16 Produced by the JSE SENS Department.
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