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GFI
GOGOF
Gold Fields - Offer by Gold Fields to acquire the entire issued share capital
of 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" or the "Company")
Offer by Gold Fields to acquire the entire issued share capital of Western Areas
Limited ("Western Areas") and cautionary announcement
1. Introduction
Gold Fields shareholders are advised that Gold Fields has undertaken to the
Board of Directors of Western Areas to make an offer to the Western Areas
shareholders to acquire the entire issued share capital of Western Areas (other
than those shares already owned by Gold Fields), subject to the fulfilment of
the conditions precedent reflected in paragraph 4 (the "Offer"). Gold Fields
currently holds 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 (the "Act") to which
there will be no condition as to a minimum level of acceptances.
Gold Fields may, however, subject to the approval of the Western Areas Board,
implement the Offer by way of a scheme of arrangement (the "Scheme") in terms of
section 311 of the Act should Gold Fields deem it appropriate.
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 (the "Western Areas shares") on the JSE
Limited (the "JSE") will be terminated.
Western Areas" largest asset is its 50% interest in the South Deep Gold Mine
("South Deep"), which is currently owned and operated through the Barrick Gold
Western Areas Joint Venture, an unincorporated entity in which Barrick Gold
South Africa (Proprietary) Limited ("BGSA") holds the other 50%. Gold Fields"
shareholders are referred to a separate announcement published today relating to
Gold Fields" acquisition of BGSA.
2 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 capital of Gold Fields ("Gold
Fields shares") for every 100 Western Areas shares in respect of which the Offer
has been accepted. 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 16.82% 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.
3 Rationale
The acquisition by Gold Fields of Western Areas 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 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.
4 Condition Precedent
The Offer is subject to certain regulatory approvals, including the granting of
the requisite approvals by the JSE and the Competition Authorities in South
Africa.
5. Cautionary and further announcement
A further announcement setting out the salient dates and times and financial
effects of the Offer on the shareholders of Gold Fields 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 announcement is made.
Parktown
11 September 2006
Sponsor to Gold Fields:
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 09:07:03 AM Produced by the JSE SENS Department
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