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Mvela Resources/ Gold Fields - Results of general meetings of shareholders of
Mvela Resources and Gold Fields and withdrawal of
cautionary announcement
Mvelaphanda Resources Limited Gold Fields Limited
(Incorporated in the Republic (Incorporated in the Republic
of South Africa) of South Africa)
(Registration number: (Registration number:
1980/001395/06) 1968/004880/06)
ISIN: ZAE000050266 ISIN: ZAE000018123
Share Code: MVL Share Code: GFI
("Mvela Resources") ("Gold Fields")
Results of general meetings of shareholders of Mvela Resources and Gold Fields
and withdrawal of cautionary announcement
1. Introduction
In a joint announcement published by Mvela Resources and Gold Fields over SENS
on 26 November 2003, shareholders of Mvela Resources and Gold Fields were
advised that Gold Fields and Mvela Resources had reached an agreement in terms
of which a whollyowned subsidiary of Mvela Resources, Mvelaphanda Gold
(Proprietary) Limited ("Mvela Gold") will, subject to the fulfilment of certain
conditions precedent, acquire a 15% beneficial interest in the South African
gold mining assets and business operations of Gold Fields for a consideration of
R4 139 million, payable in cash ("the Transaction").
2. Results of general meeting of shareholders of Gold Fields
At the general meeting of shareholders of Gold Fields held on Monday, 8 March
2004, shareholders of Gold Fields ("Gold Fields shareholders") passed ordinary
resolutions:
2.1 approving the specific issue to Mvela Gold of shares ("GFI-SA shares")
which following their issue will comprise 15% of the issued share
capital of GFI Mining South Africa Limited ("GFI-SA") for an aggregate
subscription price of R4 139 million;
2.2 approving the allotment and issue of new ordinary shares in Gold
Fields to Mvela Gold if the GFI-SA shares are sold to Gold Fields
pursuant to Gold Fields exercising its right of call in respect of
such shares or pursuant to Mvela Gold exercising the right to put such
shares to Gold Fields, full details of which are reflected in the
circular to Gold Fields shareholders dated 14 February 2004.
3. Results of general meeting of shareholders of Mvela Resources
At the general meeting of shareholders of Mvela Resources held on Monday, 8
March 2004, shareholders of Mvela Resources ("Mvela Resources shareholders")
passed all the special and ordinary resolutions including those:
3.1 approving the terms and conditions, and the implementation, of the
Transaction;
3.2 approving the increase in the authorised share capital of Mvela
Resources from 129 200 000 ordinary shares ("Mvela Resources ordinary
shares") and 800 000 redeemable cumulative preference shares
("preference shares") to 250 000 000 Mvela Resources ordinary shares
and 800 000 preference shares by the creation of an additional 120 800
000 Mvela Resources ordinary shares;
3.3 approving the alteration of the authorised share capital of Mvela
Resources by the cancellation of the preference shares;
3.4 approving the placing of 100 000 000 Mvela Resources ordinary shares
under the control of the directors of Mvela Resources with the power
to allot and issue all or any of such ordinary shares for cash in
terms of a specific issue of shares for cash to local and
international investors (the "Equity Placement");
3.5 approving the terms and conditions, and the implementation, of a
transaction to be entered into between Mvela Resources and the
trustees of The Gauta Igolide Development Trust (the "Trust") in terms
of which Mvela Resources will, subject to the fulfillment of certain
conditions precedent, grant to the Trust an option to acquire 7 500
000 Mvela Resources ordinary shares at a price of R35 per Mvela
Resources ordinary share;
3.6 adopting new articles of association for Mvela Resources, full details
of which are reflected in the circular to Mvela Resources shareholders
dated 14 February 2004.
The special resolutions passed at the general meeting of Mvela Resources
shareholders have been lodged with the Registrar of Companies for registration.
4. Remaining conditions precedent and withdrawal of cautionary announcement
The definitive agreements in relation to the Transaction ("Transaction
Agreements") have been signed and although shareholders should note that
implementation of the Transaction is still subject to the fulfilment of the
conditions precedent reflected below, shareholders are no longer required to
exercise caution when dealing in the securities of the respective companies.
The remaining conditions precedent to which implementation of the Transaction is
subject are, inter alia, as follows:
4.1 the formal approval of the JSE for the listing of the Mvela Resources
ordinary shares to be issued in terms of the Equity Placement; and
4.2 the implementation of certain of the Transaction Agreements in
accordance with their terms.
5. Expected Timetable
Subject to the fulfilment of the remaining conditions precedent it is
anticipated that the Transaction will be implemented in accordance with the
following timetable:
Mvela Resources ordinary shares issued in terms of the Equity 15 March 2004
Placement and listed
R 4 139 million lent and advanced by Mvela Gold to GFI-SA 17 March 2004
8 March 2004
Johannesburg
Merchant Bank to Mvela Resources Financial Adviser and transactional
Rand Merchant Bank Corporate Finance sponsor to Gold Fields
(A division of FirstRand Bank Limited) JP Morgan
Attorneys to Mvela Resources for the Corporate law advisers and
Transaction consultants to Gold Fields
Werksmans Inc Edward Nathan and Friedland
Sponsor to Mvela Resources Sponsor to Gold Fields
PricewaterhouseCoopers Corporate HSBC Investment Services
Finance (Proprietary) Limited (Africa) (Proprietary) Limited
Structuring Advisor and Joint Lead Joint Lead Arranger and Underwriter
Arranger and Underwriter of the Senior of the Senior Debt
Debt
Rand Merchant Bank Structured Finance Barclays
Attorneys to Structuring Advisor and Attorneys to Mezz Financiers
Underwriters
Deneys Reitz Bowman Gilfillan Chuene Kwinana
Motsatse Inc
Date: 08/03/2004 03:00:04 PM Produced by the JSE SENS Department
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