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GFI
GOGOF
Gold Fields - Acquisition of 50% stake in South Deep Gold Mine and cautionary
announcement
Gold Fields Limited
(Reg. No.1968/004880/06)
(Incorporated in the Republic of South Africa)
JSE Share Code: GFI
NYSE Share Code: GFI
ISIN Code: ZAE000018123
("Gold Fields" or the "Company")
Acquisition of 50% stake in South Deep Gold Mine and cautionary announcement
1. Introduction
Shareholders of Gold Fields ("Shareholders") are advised that Gold Fields
has entered into an agreement with Barrick Gold Corporation ("Barrick") to
purchase, through the acquisition of a subsidiary company of Barrick, its
50% interest in South Deep Gold Mine ("South Deep") for a total
consideration of US$1.525 billion (approximately R11.25 billion) ("the
Transaction"). The Transaction is subject to the fulfilment of the
conditions precedent reflected in paragraph 4. South Deep is currently
owned and operated through the Barrick Gold Western Areas Joint Venture
("Joint Venture"), an unincorporated entity in which Barrick and Western
Areas Limited ("Western Areas") each hold an interest of 50%. Barrick has
advised Gold Fields that Western Areas has elected not to exercise its pre-
emptive rights in respect of this Transaction under the Joint Venture
Agreement.
2. Rationale for the transaction
The acquisition by Gold Fields of Barrick"s 50% interest in South Deep
allows Gold Fields to increase its exposure to South Deep, which is
adjacent to Gold Fields" Kloof Gold Mine. South Deep will secure Gold
Fields" position as the premier gold producer in South Africa, and one of
the leading gold producers in the world. South Deep is a natural fit with
the Gold Fields" portfolio of high quality, long life assets, providing
Gold Fields with a solid base from which to pursue its existing commitment
to international growth.
3. Details of the Purchase Consideration
The total consideration payable for the 50% stake in South Deep is US$1.525
billion. Of the total consideration payable, US$1.2 billion will be paid in
cash for which Gold Fields has already secured an offshore debt facility to
finance such consideration. The remaining US$ 325 million will be
discharged through the issue of such number of Gold Fields shares as is
obtained by dividing the US$ 325 million consideration by the volume
weighted average ADR price on the New York Stock Exchange for the five
trading days preceding the closing of the Transaction. Barrick has also
agreed that the settlement of the cash component of the consideration may
be structured in a manner that would qualify as a vendor consideration
placing as envisaged under the Listings Requirements of the JSE Limited
("JSE").
4. Conditions Precedent
The Transaction is subject to certain regulatory approvals, including the
granting of the requisite approvals by the JSE and the Competition
Authorities in South Africa.
5 Further announcements
A further announcement setting out the financial effects of the Transaction
will be made in due course. Shareholders are advised to exercise caution
when trading in the Company"s securities until such further announcement is
made.
Parktown
11 September 2006
Sponsor
JPMorgan
Financial advisers to Gold Fields
JPMorgan
Citigroup
Legal advisers to Gold Fields
Edward Nathan
Linklaters
The Gold Fields" shares have not been and will not be registered under the US
Securities Act of 1933, as amended, and may not be offered or sold in the United
States except in a transaction that is registered under such Act or pursuant to
an exemption from the registration requirements thereof. There will be no
public offering of securities in the United States.
Date: 11/09/2006 09:06:08 AM Produced by the JSE SENS Department
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