| Wed 26 Nov 2003, 17:40 | | Gold Fields and Mvela announce details of structur |
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Gold Fields and Mvela announce details of structure and terms of ground breaking
empowerment deal
Press Release
Gold Fields Limited
(Incorporated in the Republic of South Africa)
(Registration number 1968/004880/06)
Share code: GFI ISIN: ZAE000018123
("Gold Fields" or "the Company")
26 November 2003
Johannesburg, Wednesday 26 November 2003. Gold Fields Limited (Gold Fields)
(JSE and NYSE: GFI) and Mvelaphanda Resources Limited (Mvela) today announced
the full details of their agreement in terms of which Mvela Gold, a wholly-owned
subsidiary of Mvela Resources, will effectively acquire a 15% beneficial
interest in the South African gold mining assets of Gold Fields namely the world
class Beatrix, Driefontein and Kloof mines for a cash consideration of R4 139
million. This follows an initial joint cautionary announcement dated 10 June
2003, and three subsequent joint cautionary announcements.
Gold Fields will create a wholly owned subsidiary, GFI Mining South Africa (GFI-
SA) which will acquire the gold mining assets of the Beatrix, Driefontein and
Kloof mines as well as ancillary assets. Mvela Gold will advance a loan of R4
139 million to GFI-SA, financed by way of commercial bank debt of R1 349
million, mezzanine finance of R1 100 million, and the balance of R1 690 million
raised by Mvela Resources through an issue of ordinary shares, which includes
R100 million of equity which Gold Fields will subscribe for at the book-build
price. At the end of five years the loan will be repaid and Mvela Gold will
subscribe for 15% of GFI-SA.
Ian Cockerill, Chief Executive Officer of Gold Fields notes, "This transaction
not only satisfies the significant ownership requirement of the Mining Charter,
but has been undertaken on commercial terms and for fair value so that it will
benefit all shareholders. This will allow Gold Fields to use the funds received
in payment to further the growth of our operations."
States Tokyo Sexwale, Chairman of Mvela Resources, "This transaction is a major
milestone for transformation in South Africa, cementing Mvela"s position at the
forefront of the transformation of the South African mining industry. We,
together with Gold Fields, are committed to this transformation at all levels
and will proactively work together to address the broader requirements of the
Mining Charter to achieve this transformation."
Mvela director Bernard van Rooyen added, "Significantly, turning to the creation
of value in this transaction, by having direct proximity to cash flows, Mvela
shareholders will now gain leveraged exposure to Gold Fields" world-class and
well-managed gold assets, with limited recourse to the Mvela balance sheet."
This transaction fulfils the three key principles originally specified by the
companies, that the transaction:
* must be sustainable over time
* should lead to meaningful and lasting black economic empowerment and value
creation, and
* should have limited recourse to the Gold Fields" balance sheet
In terms of the transaction, and in furthering its empowerment objectives, Mvela
Gold will have the right to appoint two nominees out of a maximum of seven to
the GFI-SA board, and will also be entitled to appoint two members to each of
GFI-SA"s Operations Committee and Transformation Committee, which will be
established to monitor compliance with the Mining Charter.
Mvela Resources has announced that it intends to be a long-term investor in Gold
Fields and has accordingly undertaken not to dispose of its empowerment interest
for at least five years. Following this, the empowerment interest may be
exchanged for new ordinary shares in Gold Fields. Furthermore, Mvela Resources
has undertaken to facilitate the participation of a broad-based black economic
empowerment consortium in the transaction. Such a consortium is expected to
comprise community-based development trusts, broad-based empowerment mining
companies, and women and youth empowerment groupings. Mvela has undertaken to
issue 7.5 million five-year warrants to a BEE trust, in order to provide
assistance for those groupings which lack the resources for equity
participation. Each warrant will be convertible into ordinary shares at an
issue price of R35.
This transaction is subject to certain conditions being met, including approval
by the shareholders of both Gold Fields and Mvela Resources of the necessary
resolutions.
Phumzile Mlambo-Ngcuka, South African Minister of Minerals and Energy, noted
today that this transaction reflects the recognition by both Gold Fields and
Mvela Resources of the need to transform the economy of South Africa and to
increase the interests of historically disadvantaged South Africans (HDSAs) in
traditional mining house ownership structures. "Mvela and Gold Fields have gone
a long way in ensuring that this transaction encompasses the spirit and the
letter of the Mining Charter on a commercially sustainable basis for both
companies," she said.
Background:
Mvelaphanda Resources is a broadly based empowerment company controlled by
Mvelaphanda Holdings (Proprietary) Limited. The direct and indirect shareholders
and beneficiaries in Mvela Resources include numerous established broad-based
black economic empowerment (BEE) investment companies, several trusts
representing various historically disadvantaged individuals and companies,
several community based trusts and local charities.
Gold Fields Limited is one of the world"s largest gold producers, operating in
three key gold mining countries, South Africa, Ghana and Australia. The company,
which employs 48,000 people worldwide, produces more than 4 million ounces of
gold annually. Gold Fields is listed on the JSE Securities Exchange and the
London Stock Exchange, among others and its American Depository Shares are
listed on the New York Stock Exchange.
ends
Detailed information on the structure of the transaction is available in the
cautionary announcement published on the Gold Fields website:
www.goldfields.co.za. A presentation will be held today, Thursday 26 November
at 17:00 at the Glenhove Conference centre, 52 Glenhove Road, Melrose and will
be webcast simultaneously on the Gold Fields website
Disclaimer:
This announcement is for information purposes only and does not constitute an
offer or an invitation to acquire or dispose of any securities in United
Kingdom, the United States, South Africa or any other jurisdiction, or
investment advice. This announcement does not constitute an offer to sell or the
solicitation of an offer to buy or acquire ordinary shares in Mvelaphanda
Resources in the United States, Canada, Australia or Japan or in any other
jurisdiction in which such an offer or solicitation is unlawful. The ordinary
shares of Mvelaphanda Resources have not been, and will not be, registered under
the United States Securities Act of 1933, as amended, and may not be offered or
sold in the United States absent registration or an exemption from registration.
There will be no public offering of securities in the United States.
For further information, contact:
Gold Fields:
Willie Jacobsz : Tel : +27 11 644 2460 ; +27 82 493 1377
Cheryl Martin : Tel : +1 303 796 8683
Mvela Resources:
Mark Willcox: Tel: +27 82 823 6666
Bernard van Rooyen: Tel: +27 82 659 1421
Mikki Xayiya Tel: +27 82 888 1085
