| Tue 10 Jun 2003, 15:36 | | R4.1 billion Broad Based Black Economic |
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Gold Fields and Mvela Resources Announce
Gold Fields Limited Mvelaphanda Resources Limited
Registration Number: 1968/004880/06 Registration number: 1980/001395/06
ISIN ZAE00008123 ISIN: ZAE000037610
JSE & NYSE Code: GFI JSE Code: MVL
("Gold Fields") ("Mvela Resources")
Johannesburg, 10 June 2003: Gold Fields Limited and Mvelaphanda Resources
Limited today issued a joint cautionary announcement to shareholders, stating
that agreement in principle had been reached in terms of which a broad based
black economic empowerment consortium, led by Mvela Resources, will, for a
consideration of R4.1 billion, acquire a beneficial interest of 15% in the South
African gold mining assets of Gold Fields.
Ian Cockerill, Chief Executive Officer of Gold Fields said: "Through this deal
we will achieve our stated objectives of putting together a black economic
empowerment transaction which will transform Gold Fields; is economically
sensible and sustainable for both existing and new shareholders; and is truly
broad based. The acquisition of the 15% empowerment stake is based on fair value
and the consideration of R4.1 billion will be paid on conclusion of the
transaction. This transaction represents a significant milestone towards
comprehensively and timeously meeting the requirements of the Mining Charter.
Gold Fields will work with its new empowerment partners to proactively pursue
this objective."
Tokyo Sexwale, Chairman of Mvela Resources said: "This transaction will cement
the positions of both Mvela Resources and Gold Fields at the forefront of the
transformation of the South African mining industry, offering Mvela and its
broad based empowerment partners the opportunity of sharing in the inherent
value and growth of this world class company, while allowing Gold Fields to
utilise the proceeds to further grow its operations to the benefit of all
stakeholders."
The Empowerment Consortium will include other black economic empowerment groups
such as community based development trusts, broad based empowerment mining
companies as well as women and youth empowerment groupings, who will be invited
to purchase a minority position in the 15% empowerment stake made available by
Gold Fields.
The transaction relates to the current South African gold mining assets, which
includes the Beatrix, Driefontein and Kloof mines and ancillary service
companies. Detailed life of mine valuations have shown that the assets represent
approximately 70% of Gold Fields" total value. As such, the purchase
consideration of the empowerment interest has been determined with reference to
this percentage of Gold Fields" market capitalisation, based on the weighted
average traded price of shares in Gold Fields over the 30 business days prior to
the date of this announcement.
The funding required by the empowerment consortium will be sourced through a
significant equity capital raising by Mvela Resources; the provision by Gold
Fields of vendor financing of up to R300 million on commercial terms; and the
raising of debt by Mvela Resources for the balance of the purchase
consideration.
As it is the intention of the empowerment consortium to be a long term investor
in Gold Fields, it has agreed not to dispose of its stake until the "old order"
mining rights at each of the Kloof, Beatrix and Driefontein mines have been
converted to "new order" mining rights in terms of the Mineral and Petroleum
Resources Development Act (Act No 28 of 2002), or the expiry of five years (the
lock-in period), whichever is the latter, subject to the proviso that the lock-
in period will not exceed seven years. The empowerment consortium will, for a
limited period after the expiry of the lock-in period, have the right to
exchange its stake into Gold Fields shares. Gold Fields has a reciprocal right
to require such an exchange.
Implementation of the transaction will be subject to the conclusion of
definitive financing arrangements and legal agreements together with the
appropriate and necessary regulatory, third party, board and shareholder
approvals, to the extent required.
If, following the conclusion of definitive legal agreements, all of the
conditions precedent are not achieved within 120 days from the date of this
announcement, the in-principle agreement in respect of the transaction will
lapse. However, the parties may extend the period allowed for fulfillment of the
conditions precedent by agreement in writing.
The parties have entered into an exclusivity arrangement in terms of which they
agree not to progress any similar transaction with other parties during this 120
day period. The parties have also agreed to negotiate with one another in good
faith with a view to concluding the definitive legal agreements referred to
above.
A further announcement will be made in the press and on SENS as soon as the
detailed terms of the transaction have been finalised.
FULL DETAILS AVAILABLE AT
WWW.GOLDFIELDS.CO.ZA
Enquiries
Gold Fields: Mvela Resources:
Willie Jacobsz Mark Wilcox +27 11 327-5430
+27 11 644-2460
Cheryl Martin
+303 796-8683
Additional Information for Editors
Mvelaphanda Resources Limited
Mvelaphanda means "progress" in the Venda language.
Mvela Resources was formed in 2002 through a reverse acquisition of the listed
East Daggafontein Mines Limited to form a broad based black economic empowerment
precious metals and minerals mining and exploration company. Mr Tokyo Sexwale
formed the Company after he stepped down as Premier of the Gauteng Province.
Mvela Holdings controls more than 50% of Mvela Resources. Its shareholder base
includes several other broad based empowerment entities such as the Makana
Investment Company, the Mabutho Investment Company, the Women"s Development Bank
Investment Company, several trusts representing various previously disadvantaged
individuals and companies, as well as several community based trusts and local
charities.
Mvela Resources has an interest directly and indirectly of 23% of the Trans Hex
Group Limited, a world leader in the exploration, mining and marketing of high
quality alluvial diamonds from both land and sea operations; and 22.4% of
Northam Platinum, a broadly based black empowerment company which operates a
platinum mine at the upper end of the western limb of the Bushveld Complex.
In addition Mvela Resources have beneficial interests in several joint ventures
including a 33% stake in the Ndowana Exploration Joint Venture with De Beers to
undertake primary Kimberlite exploration in a defined area of the Limpopo and
Mpumalanga provinces of South Africa; a 50% stake in an exploration joint
venture with Trans Hex to explore for and exploit diamond reserves in certain
demarcated areas of South Africa; a 50% participation interest with Southern Era
Limited in the exploitation of Platinum Group metals on certain properties
adjoining the Messina Platinum Mine Limited property, containing an estimated
7.8 million ounces of PGM resources; as well as an exploration joint Venture
with Gold Fields in terms of which Mvela Resources has the right to acquire
between 5% and 15% beneficial interest in the development, financing and
construction of any precious metals mines discovered and developed by Gold
Fields in Africa .
Gold Fields Limited
Gold Fields is the world"s largest unhedged gold company, with annual
attributable gold production of over 4.4 million ounces and attributable Mineral
Resources of 187 million ounces and Mineral Reserves of 79 million ounces. It
has operations in South Africa, Australia and Ghana (West Africa) and gold and
platinum group metals exploration projects throughout the world. The company"s
primary listing is on the Johannesburg Securities Exchange in South Africa (GFI)
with secondary listings on the London, Euronext, Paris, Brussels, and Swiss
exchanges. The company"s American Depositary shares are listed on the New York
Stock Exchange, also under the symbol GFI.
Date: 10/06/2003 03:01:05 PM Supplied by www.sharenet.co.za
Produced by the JSE SENS Department
