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WAR
WARA
Western Areas Limited - Offer By Gold Fields To Acquire The Entire
Issued Share Capital Of Western Areas Limited ("Western
Areas") And Cautionary Announcement
WESTERN AREAS LIMITED
(Incorporated in the Republic of South Africa)
(Registration Number 1959/003209/06)
Share code: WAR
ISIN: ZAE000016549
("WESTERN AREAS")
OFFER BY GOLD FIELDS TO ACQUIRE THE ENTIRE ISSUED SHARE CAPITAL OF WESTERN AREAS
LIMITED ("WESTERN AREAS") AND CAUTIONARY ANNOUNCEMENT
Introduction
Western Areas shareholders are advised that Gold Fields Limited ("Gold Fields")
has undertaken to the Board of Directors of Western Areas ("Western Areas
Board") to make an offer to acquire the entire issued share capital of Western
Areas other than those shares already owned by Gold Fields ("the Offer").
This announcement sets out the principal terms and conditions of the Offer,
which is subject to the conditions precedent in paragraph 4 below. Western Areas
shareholders are also referred to the Gold Fields announcement regarding the
Offer, which has been published on the Securities Exchange News Service ("SENS")
today.
Western Areas shareholders are advised that Gold Fields has separately concluded
an agreement with Barrick Gold Corporation to acquire the entire issued share
capital of Barrick Gold South Africa (Pty) Limited ("BGSA"), which holds the
other 50% interest in the Barrick Gold Western Areas Joint Venture. Western
Areas has decided not to exercise its pre-emptive right in respect of that
transaction.
Terms of the Offer
The Offer will be implemented either by way of a general offer in terms of
section 440 et seq of the Companies Act (Act 61 of 1973) as amended (the "Act")
or, subject to the approval of the Western Areas Board, by way of a scheme of
arrangement in terms of section 311 of the Act. Should the Offer be implemented
in terms of section 440 et seq, there will be no condition as to any minimum
level of acceptances.
If the Offer is accepted by all 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 (the "Western Areas shares") on the JSE Limited
(the "JSE") will be terminated.
The Offer consideration
In terms of the Offer, Western Areas shareholders will receive 35 ordinary
shares with a par value of 50 cents each in the issued share capital of Gold
Fields for every 100 Western Areas shares held.
Condition precedent
The Offer is subject to the fulfillment and/or waiver of the condition precedent
that the requisite approvals by the JSE, the Competition Authorities and any
other regulatory authority which has jurisdiction in this regard for the
implementation of the Offer are obtained.
Gold Fields" shareholding in Western Areas
Gold Fields currently owns 18% of the issued share capital of Western Areas.
Gold Fields has announced today that it has concluded an agreement with JCI
Limited ("JCI") to acquire a further 16.7% of the issued share capital of
Western Areas from JCI, for the same consideration as that payable in terms of
the offer. Furthermore JCI has granted to Gold Fields and Gold Fields has
granted to JCI a call and put option, respectively, subject to certain
restrictions, in terms of which Gold Fields may acquire from JCI a further 6.3%
of the issued share capital of Western Areas. No option premiums are payable in
respect of the options granted.
Shareholders are referred to the joint Gold Fields and JCI announcement
published on SENS today.
Opinion of the Western Areas Board
The Western Areas Board will appoint an independent advisor to advise the board
on whether the terms and conditions of the Offer are fair and reasonable to a
Western Areas shareholder, whereafter the Western Areas Board will communicate
its view on the Offer to the Western Areas" shareholders.
Cautionary and further announcement
A further announcement setting out the salient dates and times and financial
effects of the Offer on the shareholders of Western Areas will be made in due
course. Shareholders are advised to exercise caution when trading in Western
Areas" shares until such time as such further announcement is made.
Johannesburg
11 September 2006
Investec Bank Limited
Investment bank and transactional sponsor
Standard Bank
Investment bank and transactional sponsor
Werksmans
Legal adviser to Western Areas
Sasfin
Sponsor to Western Areas
Date: 11/09/2006 09:08:09 AM Produced by the JSE SENS Department
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