| Mon 11 Sep 2006, 9:07 | | Gold Fields/JCI - Acquisition by Gold Fields of JC |
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GFI JCD
GOGOF JCD
Gold Fields/JCI - Acquisition by Gold Fields of JCI"s shareholding in Western
Areas Limited ("Western Areas") 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")
JCI Limited
(Reg. No.1894/00854/06)
(Incorporated in the Republic of South Africa)
JSE Share Code: JCD
ISIN Code: ZAE000039681 (suspended)
("JCI")
Acquisition by Gold Fields of JCI"s shareholding in Western Areas Limited
("Western Areas") and cautionary announcement
1. Introduction
Shareholders of Gold Fields and JCI are advised that in support of Gold
Fields" offer to Western Areas shareholders ("the Offer"), Gold Fields has
reached agreement with JCI and its subsidiaries (collectively "JCI") in
terms of which, subject to the fulfilment of the condition precedent
contained in paragraph 4 below, Gold Fields will acquire 27 million Western
Areas shares owned by JCI (the "JCI Transaction") which will result in Gold
Fields owning 34.7% of the issued share capital of Western Areas.
2 The JCI Transaction
In terms of the JCI Transaction, JCI 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 16.82% 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 ("the call option")
and JCI has been granted a put option ("the 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 JCI 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.
Should the exercise of the call and put options require approvals by the
Competition Authorities, Gold Fields will make the necessary applications.
If these Competition approvals are not obtained within 120 days after the
exercise of the applicable option, Gold Fields has agreed to dispose of
such number of shares necessary to reduce its holding in Western Areas to
below 35% following the exercise of the option.
Should Gold Fields acquire additional Western Areas shares within three
months of implementation of the put and/or call options at a higher
consideration than that paid to JCI, then the consideration payable in
terms of the JCI Transaction shall be increased accordingly.
3 Rationale
3.1 Gold Fields
The JCI Transaction is in support of the offer to Western Areas
shareholders and will allow Gold Fields to increase its interest in Western
Areas. This in turn will allow Gold Fields to increase its exposure to the
South Deep Gold Mine, 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 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.
3.2 JCI
The JCI Transaction enables JCI to exchange its shareholding in Western
Areas at a premium for a holding in a more diversified gold mining company.
4 Condition Precedent
The JCI Transaction is subject to the approval by a simple majority of JCI
shareholders in a general meeting, which meeting will be held on or before
15 November 2006.
5 Opinion and undertakings
The Board of Directors of JCI supports the JCI Transaction and has
undertaken to recommend the JCI Transaction to JCI"s shareholders. To this
end Gold Fields has secured irrevocable undertakings of support for the
transaction from JCI shareholders holding in excess of 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 JCI Transaction.
6 Cautionary and further announcements
Further announcements setting out, inter alia, the respective financial
effects of the JCI Transaction on the shareholders of Gold Fields and JCI
will be made in due course. Shareholders are advised to exercise caution
when trading in the Company"s securities until such time as such further
announcements are made.
Johannesburg
11 September 2006
Sponsor to Gold Fields: Sponsor to JCI
JPMorgan Sasfin Capital (a division of Sasfin
Bank Limited)
Financial advisers to Gold Financial advisers to JCI
Fields Investec
JPMorgan
Citigroup
Frankel Consulting
Legal advisers to Gold Fields Legal advisers to JCI
Edward Nathan Tabacks and Associates
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 09:07:32 AM Produced by the JSE SENS Department
