| Mon 11 Sep 2006, 9:09 | | Gold Fields Limited - Media Release |
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GFI
GOGOF
Gold Fields Limited - Media Release
Gold Fields Limited
Share Code: GFL
ISIN: ZAE000014270
MEDIA RELEASE
Gold Fields to acquire 50% of South Deep from Barrick, increase its stake in
Western Areas to 34.7% with an option to go to 41%, and to make
a general offer to Western Areas Shareholders.
Johannesburg, September 11, 2006. Gold Fields Limited (Gold Fields) (NYSE - GFI;
JSE - GFI) is pleased to announce three separate transactions, collectively
worth more than US$2.5 billion, which will significantly increase Gold Fields"
interest in the South Deep Gold Mine in South Africa. South Deep is one of the
most important developing gold mines in the world, with reserves of 29.3 million
ounces contained in a resource of 67 million ounces.
The three transactions are as follows:
- Gold Fields and Barrick Gold Corporation (Barrick) have reached agreement
for Gold Fields to acquire the 50% stake owned by Barrick in the developing
South Deep gold mine;
- Gold Fields has undertaken to make a general offer to Western Areas Limited
(Western Areas) shareholders to acquire all of the outstanding shares in Western
Areas which Gold Fields does not yet own. Western Areas" largest asset is its
50% interest in South Deep; and
- In support of the above offer, Gold Fields and JCI Limited (JCI) have
reached agreement for Gold Fields to acquire 17 million Western Areas shares
from JCI, which will increase the Gold Fields stake in Western Areas to 34.7%.
The parties have further agreed to a reciprocal call and put option that could
see Gold Fields increase its stake in Western Areas further to 41%.
South Deep is currently owned and operated through the Barrick Gold - Western
Areas Joint Venture, an unincorporated entity in which Barrick and Western Areas
each hold an interest of 50%.
Ian Cockerill, the Chief Executive Officer of Gold Fields, said:
"South Deep fits naturally with the Gold Fields portfolio of high quality, long
life assets."
"South Deep is one of the most significant developing ore bodies in the world.
It makes commercial and operational sense for it to be in the Gold Fields stable
and, in particular, to be operated as a single unit with our adjacent Kloof Gold
Mine."
"Including the recently announced extensions to Kloof and Driefontein gold
mines, Gold Fields has now committed more than R25 billion to growth projects in
South Africa, providing Gold Fields with a solid foundation from which to pursue
its existing commitment to international growth."
"While the price of approximately US$104 per reserve ounce that Gold Fields is
paying for South Deep is competitive, the total consideration payable for South
Deep is fair to all parties."
The salient features of the three separate transactions, which are not
interdependent, are as follows:
Gold Fields / Barrick
Gold Fields has entered into an agreement with Barrick to acquire, for a total
consideration of US$1.525 billion, the entire issued share capital of Barrick
Gold South Africa (Pty) Limited (BGSA), which holds a 50% interest in the
Barrick Gold - Western Areas Joint Venture. Barrick has advised Gold Fields that
Western Areas has elected not to exercise its pre-emptive rights in respect of
this transaction, as provided for in the Joint Venture Agreement.
Of the total consideration payable, US$1.2 billion will be paid in cash for
which Gold Fields has secured an off-shore debt facility. 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.
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.
Gold Fields / Western Areas
After consultation with the Board of Directors of Western Areas, Gold Fields has
undertaken to make an offer to acquire the entire issued share capital of
Western Areas, other than those shares already owned by Gold Fields. Gold Fields
currently owns 18% of the issued share capital of Western Areas.
The Offer will be implemented by way of a general offer in terms of section 440
et seq of the Companies Act (Act 61 of 1973) as amended, to which there will be
no condition as to a minimum level of acceptances.
Should Gold Fields deem it appropriate, it may, subject to the approval of the
Western Areas Board, implement the Offer by way of a scheme of arrangement in
terms of section 311 of the Act.
If the offer is accepted by all Western Areas shareholders, Gold Fields will own
the entire share capital of Western Areas and it is intended that the listing of
the ordinary shares in Western Areas on the JSE Limited will be terminated.
In terms of the offer, Western Areas shareholders will receive 35 ordinary
shares of Gold Fields for every 100 Western Areas shares tendered into the
offer. Based on the closing price of Gold Fields shares on 7 September 2006,
namely R150.20 per share, this represents a value of R52.57 per Western Areas
share. The consideration represents a premium of 16.8% to the closing price of
Western Areas on 7 September 2006. This consideration is based on the amount
payable by Gold Fields for BGSA"s 50% interest in South Deep, adjusted for the
additional assets and liabilities of Western Areas.
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.
Gold Fields / JCI
In support of Gold Fields" offer to Western Areas shareholders, Gold Fields has
reached agreement with JCI, in terms of which Gold Fields will acquire 27
million Western Areas shares owned by JCI.
This will increase the Gold Fields stake in Western Areas from the current level
of 18% to 34.7%.
JCI shareholders will receive 35 ordinary Gold Fields shares for every 100
Western Areas shares held by JCI. Based on the closing price of Gold Fields
shares on 7 September 2006, namely R150.20 per share, this represents a value of
R52.57 per Western Areas share, which consideration represents a premium of
16.8% to the closing price of Western Areas shares on 7 September 2006. JCI has
agreed not to dispose of any Gold Fields shares it receives pursuant to the JCI
Transaction until five days after the Offer has become unconditional.
In addition, JCI has granted Gold Fields a call option and JCI has been granted
a put option, subject to certain restrictions, in respect of the balance of a
further 9.96 million Western Areas shares held by JCI for a 90-day period after
implementation of the abovementioned transaction. Should the call or put
options be exercised by either party, Gold Fields" interest in Western Areas
would increase by 9.96 million shares to approximately 41% of the issued share
capital of Western Areas. No option premiums are payable in respect of the call
or put options.
This transaction is subject to approval by a simple majority of JCI shareholders
in a general meeting which will be held on or before 15 November 2006.
The Board of Directors of JCI support the transaction and has undertaken to
recommend it to JCI"s shareholders. To this end Gold Fields has secured
irrevocable undertakings of support for the transaction from JCI shareholders
holding approximately 50% of JCI"s shares entitled to vote at a general meeting
of shareholders.
In addition to the undertakings noted above, Allan Gray Limited has irrevocably
undertaken to recommend to its clients holding JCI shares representing
approximately 13% of the votes exercisable at a JCI general meeting, to vote in
favour of the aforementioned transactions.
Further announcements setting out the financial effects of the transactions on
the shareholders of Gold Fields and Western Areas respectively, and the salient
dates and times of the various transactions, will be made in due course.
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.
Gold Fields is one of the world"s largest unhedged gold producers, with annual
gold production of approximately 4.2 million ounces from mines in South Africa,
Ghana, Australia and Venezuela, as well as a developing mine at Cerro Corona in
Peru. The Company has ore reserves of 65 million ounces and mineral resources of
179 million ounces. Gold Fields has its primary listing on the Johannesburg
Securities Exchange and secondary listings on the NYSE, LSE, Euronext in Paris
and Brussels, and on the Swiss Exchange. All of Gold Fields" operations are ISO
14001 certified.
ends
INVITATION TO MARKET PRESENTATION AND
NOTIFICATION OF GLOBAL TELECONFERENCE
11 September 2006
You are invited to attend a presentation, hosted by Ian Cockerill, CEO of Gold
Fields to discuss South Deep.
Venue: 24 St Andrews Road, Parktown, Johannesburg
Time: 12:00
The presentation will also be available, through a simultaneous live audio
webcast, at our website, www.goldfields.co.za.
The link for the webcast is as follows:
http://www.antfarm.co.za/goldfields/20060911
If you have any queries, please contact:
Gold Fields, Francie Whitley +27 (0) 11 644 2505
Brunswick, Adri Ackerman +27 (0) 11 268 5750
GLOBAL TELECONFERENCE - 11 September 2006
For Johannesburg: 16:30
For United Kingdom: 15:30 hours GMT
For Europe: 16:30 hours, European time
For North America: 10:30 a.m., Eastern time
You are invited to dial in to a teleconference, hosted by Ian Cockerill, CEO of
Gold Fields to discuss South Deep.
Dial in numbers:
South Africa toll-free: 0800 200 648
UK toll-free: 0800 917 7042
US toll-free: 1 800 860 2442
Europe and other toll-free: + 800 246 78 700
South Africa and international toll: + 27 11 535 3600
US toll: 1 412 858 4600
Europe and other toll: + 41 91 61 05 600
The teleconference will be recorded and playback will be available for 72 hours
via the website : www.goldfields.co.za
Playback details are as follows:
South Africa and international toll: + 27 11 305 2030
UK toll: 0808 234 6771
US toll: 1 412 317 0088
Europe and other toll: + 41 91 61 05 600
Dial in code#: 391106
If you have any queries, please contact:
Gold Fields, Francie Whitley +27 (0) 11 644 2505 Brunswick, Adri Ackerman
+27 (0) 11 268 575
Date: 11/09/2006 09:09:47 AM Produced by the JSE SENS Department
