| Thu 11 Jul 2002, 0:00 | | Joint Announcement by Mvela and Gold Fields Limite |
|
etween Mvela and GFL Mining Services Limited
MVELAPHANDA RESOURCES LIMITED
(Registration number 1980/001395/06)
(Incorporated in the Republic of South Africa)
Share code: MVL ISIN: ZAE000037610
("Mvela")
GOLD FIELDS LIMITED
(Registration number 1968/004880/06)
(Incorporated in the Republic of South Africa)
Share code:GFI ISIN: ZAE000018123
Joint Announcement by Mvela and Gold Fields Limited regarding the Agreement
between Mvela and GFL Mining Services Limited
1. Introduction
PricewaterhouseCoopers Corporate Finance (Pty) Ltd is authorised to announce
that an agreement has been reached between Mvela and GFL Mining Services Limited
("Gold Fields"), a wholly owned subsidiary of Gold Fields Limited, ("the
agreement") in terms of which Mvela will acquire certain participation rights,
in exchange for the issue of unlisted options to subscribe for Mvela linked
units ("the options"). The agreement secures for Mvela the right to acquire an
ownership interest (and a corresponding share of all liabilities) of between 5%
and 15% of the Goldfields Group's beneficial interest in the development,
financing or construction of any precious metal mine which is developed in
Africa after 1 March 2002 ("the effective date") pursuant to the conduct of
selected exploration projects undertaken in this region after the effective
date. Should Mvela exercise its right to participate in the development,
financing or construction of an any such mine, Mvela will be required to fund
its participation and, depending on the size of the transaction, seek linked
unit holder and any other necessary approvals at that time. Any such
acquisition will also be subject to the grant from third parties and regulatory
bodies of such consents and authorisations as may be necessary.
The agreement endures for a period of 5 years from the effective date. Mvela's
rights under the agreement do not extend to mines, titles, projects and property
in respect of which Gold Fields has an interest as at the effective date.
The agreement is subject to the terms set out in paragraph 3 and the fulfillment
of the conditions precedent in paragraph 4.
2. Rationale
The transaction:-
z positions Mvela strategically in relation to its objective to grow its
mining activity and asset base in Africa;
z enables Mvela to participate in a range of exploration assets and
opportunities throughout Africa at the time a decision to mine is taken;
z exposes Mvela to the exploration and development expertise resident within
Gold Fields, a leading global mining company;
z reaffirms Gold Fields' commitment to empowerment and to the transformation
of the South African mining industry.
3. Salient Terms of the Transaction
In terms of the agreement Mvela will acquire the right, but not the obligation,
to acquire between 5% and 15% of the Gold Fields group's beneficial interest
(and a corresponding share of all liabilities) in selected Gold Fields
exploration projects in Africa at the time a decision to mine is taken. Should
Mvela wish to participate, it will be required to reimburse Gold Fields a
corresponding portion of the costs incurred by the Gold Fields group in respect
of the project concerned.
The consideration payable by Mvela for its rights aforesaid comprises the issue
to Gold Fields of options to subscribe for linked units in Mvela in tranches as
follows:
z After the agreement becomes effective an initial issue of options to
subscribe for linked units in Mvela to the value of R10 000 000,00 (ten million
Rand), divided by an initial strike price equal to the weighted average price at
which Mvela's linked units are traded on the JSE Securities Exchange of South
Africa ("JSE") for the 5 days immediately preceding the issue, plus a premium of
10%
z additional options ("exploration options") to subscribe for linked units in
Mvela within 60 days after each anniversary of the agreement, to the value of
one half of the exploration expenditure incurred by the Gold Fields group in
Africa in applicable projects in the preceding 12 month period, divided by a
strike price equal to the weighted average price at which linked units have
traded on the JSE for the 5 days immediately preceding the issue, plus a premium
of 10%
z all options are exercisable by Gold Fields at any time prior to the second
anniversary of issue
4. Conditions Precedent
The agreement is subject to the following conditions precedent:
1. obtaining all necessary regulatory approvals, and;
2. approval by Mvela linked unit holders in a general meeting to be held
before 15 September 2002.
Mvela will also require linked unit holder approval:-
z where Mvela is required to issue exploration options which would entitle
Gold Fields to subscribe for 30% or more of the aggregate number of issued
linked units of Mvela, and;
z selection to participate in the development of a mine is, at a level which
requires linked unit holder approval in terms of the transaction categorisation
thresholds contained in the JSE Listing Requirements.
5. Financial Effects
It is not possible for Mvela to describe the financial effects of the
transaction in any detail since:-
1. The number of exploration options that will be issued to Gold
Fields will only be ascertainable with reference to exploration expenditure
subsequently incurred by Gold Fields in Africa in respect of relevant
exploration projects; and
2. the extent which Mvela elects to participate in relevant projects will
only be determined and ascertainable at the time a decision to mine is taken.
If the initial tranche of options had been issued and exercised by Gold Fields
on the 9 July 2002, the strike price would have been 2035 cents and 491 401
linked units would have been issued.
6. Documentation and notice of general meeting
A circular, which is subject to the approval of the JSE, giving details of the
agreement, and containing a notice of a general meeting of the Mvela linked unit
holders, is being prepared and will be posted to Mvela linked unit holders by no
later than Thursday, 8 August 2002. The linked unit holders meeting will take
place towards the end of August 2002.
Johannesburg
11 July 2002
Mvelaphanda Resources Limited Advisors
Attorneys
Cliffe Dekker Inc
Sponsor and Corporate Advisors
PricewaterhouseCoopers Corporate Finance (Pty) Ltd
Gold Fields Limited Advisors
Deneys Reitz
Edward Nathan
Date: 11/07/2002 03:35:00 PM Produced by the JSE SENS Department
