| Fri 8 Dec 2006, 14:55 | | Gold Fields - Closing Date |
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GFI
GOGOF
Gold Fields - Closing Date, Finalization and no increase to Offer Consideration
NOT FOR DISTRIBUTION IN OR INTO THE UNITED STATES, UNITED KINGDOM, 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 of the closing date of the offer to acquire the entire issued share
capital of Western Areas Limited, finalization of the offer consideration
and no increase to offer consideration.
1. Introduction
The shareholders of Gold Fields and Western Areas Limited ("Western Areas
shareholders") are referred to the announcement published by Gold Fields
on the Securities Exchange News Service ("SENS") of the JSE Limited
("JSE") on 11 September 2006 and the circular ("offer circular") dated 30
October 2006 detailing the terms of the offer by Gold Fields to acquire
the entire issued share capital of Western Areas Limited ("Western
Areas") (other than those shares already held by Gold Fields and JCI
Limited (together with its subsidiaries "JCI"))("the offer").
2. Terms of the offer
In terms of the offer, the consideration payable is 35 ordinary shares in Gold
Fields ("Gold Fields shares") for every 100 ordinary shares held in
Western Areas ("Western Areas shares"). Western Areas shareholders were
advised on 23 November 2006 that the only remaining condition precedent
to the offer had been fulfilled and that Western Areas shareholders could
tender their Western Areas shares in exchange for Gold Fields shares.
3. No increase to the offer
Western Areas shareholders are advised that Gold Fields will not be increasing
the offer of 35 ordinary Gold Fields shares for every 100 ordinary shares
held in Western Areas.
4. Acceptance and Closing date of the offer
Shareholders are advised that as at 17:00 on 7 December 2006, valid acceptances
of the offer have been received in respect of a total of 56,445,831
Western Areas shares (66% of the offer shares). Combined with the
66,122,050 Western Areas shares already held by Gold Fields, these shares
will give Gold Fields an effective voting interest of 75.8 % in Western
Areas.
The offer circular provides that the closing date of the offer will be announced
on SENS and in the press. It is hereby announced that the closing date
is Friday 29 December 2006. Accordingly, the offer shall close for
acceptance at 12:00 South African time on that day. Western Areas
shareholders who wish to accept the offer must accordingly do so (in the
manner stipulated in the offer circular) by not later than this date and
time.
5. Salient dates and times
Announcement of closing date over SENS and in Friday 8 December 2006
the press
Last day for Western Areas shareholders to Wednesday 20 December 2006
trade in Western Areas shares on the JSE to be
eligible to participate in the offer
Western Areas shares acquired on the JSE on or Thursday 21 December 2006
after this date will not be eligible to
participate in the offer
Record date for participating in the offer Friday 29 December 2006
Closing date of the offer at 12:00 South Friday 29 December 2006
African time
Results of offer announcement released on SENS Tuesday 2 January 2007
Results of offer announcement published in the Wednesday 3 January 2007
South African press
Issue date and date on which the Gold Fields Monday 8 January 2007 (See
consideration shares issued under the offer note 1)(1)
are listed on the JSE
Suspension of listing of Western Areas shares Within one business day
on the JSE on or about following notification
that S440K to be invoked
Termination of listing of Western Areas shares a date to be announced,
on the JSE on or about but which shall be with
effect from the
commencement of trade on
the first Monday following
the date on which Gold
Fields becomes entitled
and bound to acquire in
terms of S440K those offer
shares in respect of which
no acceptances have been
received, which will be at
least 6 weeks after notice
to invoke 440K announced
1) Shareholders tendering their shares on 29 December 2006 will be settled
by no later than 8 January 2007. Shareholders tendering their shares on
any day before the closing date will be settled within 5 business days
from the date of tender.
2) No shares may be dematerialised or rematerialised between 20 December
2006, being the last day that Western Areas shareholders may participate
in the offer and the record date.
3) No shares may be dematerialised or rematerialised after notice to invoke
S440K has been announced.
6. The Western Areas Derivative Structure
It has been public knowledge for some time that in 2001 Western Areas entered
into a long-dated derivative structure ("the derivative structure") in
respect of gold production from South Deep. Under the terms of the
derivative structure a change in control of Western Areas without the
consent of the derivative counterparties constitutes an event of default
by Western Areas which may entitle the counterparties to close out the
positions under the derivative structure. The latest available published
marked to market value on a close out of the derivative structure
including the deferred premium is negative R3.88 billion.
In anticipation of acquiring control of Western Areas, Gold Fields took the
following actions:
(a) requested Western Areas to seek the consent of the three derivative
counterparties to the change of control;
(b) reached an agreement with two of the counterparties namely Investec Bank
Limited ("Investec") and Barclays Bank PLC ("Barclays") (Barclays having
recently acquired one of the previous counterparties position under the
derivative structure) and hence thereby becoming a SAT participant the
salient principles of which are that they would vote in favour of waiving
such change of control and that they will not, provided Gold Fields
retains control of Western Areas for a period commencing on 7 December
2006 and terminating on the first anniversary of the date on which Gold
Fields acquires control of Western Areas vote in favour of any exercise
of any of their rights following any event of default or termination
event whether pre-existing or not and will not exercise such rights
Barclays and Investec confirmed that they had sufficient votes between them in
terms of the derivative structure to secure the required majority to
agree to the change of control and to agree not to exercise their rights
subject to the terms outlined in this release. Accordingly Western Areas
has now been notified that the consent has been granted.
(c) In consideration for these undertakings Gold Fields has agreed that it will
subject to acquiring control of Western Areas and subject further to any
necessary regulatory approvals it may require to do so, fund (and/or
procure one or more third parties to fund) any cashflow shortfalls of
Western Areas that arise during the 12 month period commencing on the
date upon which Gold Fields acquires control of Western Areas which
result from the conduct by Western Areas of its current business in the
ordinary course including, without limitation, the incurral of operating
and capital expenditure, the payment of taxes, and the performance of
scheduled delivery and payment obligations under the derivative structure
but expressly excluding any cashflow shortfalls of Western Areas which
result from the exercise by any of the counterparties of any rights
against Western Areas following any Event of Default or Termination Event
under the derivative structure whether as a result of a Change of
Control Event or otherwise and/or the exercise against Western Areas by
any of the counterparties of any similar rights in respect of any other
liability or borrowing of Western Areas.
The terms upon which Gold Fields will fund or procure funding for Western Areas
will have to be agreed with the Board of Western Areas.
Shareholders will be advised in due course of further developments.
8 December 2006
Sponsor
J.P. Morgan Equities Limited
Financial advisers to Gold Fields
JPMorgan
Citigroup
Frankel Consulting
Legal advisers to Gold Fields
Edward Nathan Sonnenbergs
Linklaters
These materials are not for distribution, directly or indirectly, in or into the
United States (including its territories and possessions, 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) absent registration
under the Securities Act or 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: 08/12/2006 02:55:14 PM Produced by the JSE SENS Department
