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GFI
GOGOF
Gold Fields - Announcement regarding the fulfilment of the condition
precedent and remaining salient dates
NOT FOR DISTRIBUTION IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR
JAPAN
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")
ANNOUNCEMENT REGARDING THE FULFILMENT OF THE CONDITION PRECEDENT AND
REMAINING SALIENT DATES
Shareholders are referred to the announcements on 11 September 2006 and 27
October 2006 in terms of which shareholders were informed of:
1) the agreement with JCI Limited and its subsidiaries (collectively
"JCI") in terms of which Gold Fields will acquire 27 million Western
Areas shares owned by JCI which would result in Gold Fields owning
34.7% of the issued share capital of Western Areas ("the JCI
Transaction"). In addition, JCI has granted Gold Fields a call option
and JCI has been granted a put option 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 to approximately 41% of the issued share
capital of Western Areas.
2) Gold Fields" intention to acquire the entire issued share capital of
Western Areas Limited (other than those shares already owned by Gold
Fields and JCI) by way of a general offer in terms of section 440 et
seq of the Companies Act ("the Offer"); and
3) the 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") ("the Barrick
Transaction").
The JCI Transaction was subject to the approval of shareholders in
general meeting. The meeting of shareholders was held on Tuesday 14
November 2006 and the requisite approval was obtained. The
consideration payable to JCI was settled on Thursday 16 November 2006.
The only remaining condition precedent for the implementation of the
Offer and the Barrick Transaction is approval of the Competition
Tribunal. Shareholders are now advised that the Competition Tribunal
has today approved the Offer and the Barrick Transaction and that all
the conditions precedent to the implementation of the transactions
have now been fulfilled.
Acceptance and Settlement of the Offer
Western Areas shareholders can accept the Offer by tendering their
Western Areas shares with their respective CSDP as set out in the
Offer document posted to shareholders on 30 October 2006.
Shareholders who have already accepted the Offer will be settled
within 5 business days of the date of this announcement. Those
shareholders who still wish to accept the Offer will be settled within
5 business days of acceptance of the Offer. The Offer will remain
open until the closing date, which date will be announced by Gold
Fields on SENS and published in the press, together with the final
salient dates and times.
22 November 2006
Sponsor
JPMorgan
Financial advisers to Gold Fields
JPMorgan
Citigroup
Legal advisers to Gold Fields
Edward Nathan
Linklaters
These materials are not for distribution, directly or indirectly, in
or into the United States (including its territories and dependencies,
any State of the United States and the District of Columbia),
Australia, Canada or Japan. These materials do not constitute or form
a part of any offer or solicitation to purchase or subscribe for
securities in the United States. The securities referred to herein
have not been, and will not be, registered under the United States
Securities Act of 1933 (the "Securities Act").
The securities referred to herein may not be offered or sold in the
United States or to, or for the account or benefit of, US persons (as
such term is defined in Regulation S under the Securities Act) except
pursuant to an exemption from the registration requirements of the
Securities Act. There will be no public offer of securities in the
United States.
Date: 23/11/2006 07:38:06 AM Produced by the JSE SENS Department
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