| Fri 8 Dec 2006, 16:26 | | Gold Fields Limited - Offer for Western Areas to c |
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GFI
GOGOF
Gold Fields Limited - Offer for Western Areas to close Friday
Gold Fields Limited
Share Code: GFL
ISIN: ZAE000014270
MEDIA RELEASE
NOT FOR DISTRIBUTION IN OR INTO THE UNITED KINGDOM, UNITED STATES, AUSTRALIA,
CANADA OR JAPAN
Gold Fields Offer For Western Areas To Close Friday, 29 December 2006, Offer
Consideration Finalised and no increase to Offer Consideration.
Johannesburg, December 8, 2006. Gold Fields Limited (Gold Fields) (NYSE, JSE,
DIFX: GFI) today announced a timetable for the offer to Western Areas Limited
(Western Areas) shareholders indicating that the offer would close for
acceptances at 12:00 on Friday 29 December 2006. Further, Gold Fields has
announced that it will not be increasing the offer consideration of 35
ordinary Gold Fields shares for every 100 Western Areas Limited shares.
The last day for Western Areas shareholders to trade in Western Areas shares
on the JSE, to be eligible to participate in the offer, is Wednesday 20
December 2006.
At the date of this announcement Gold Fields either owns or has received
irrevocable acceptances in respect of 75.8% of the issued shares of Western
Areas.
Gold Fields today also announced that it had reached agreement with two of the
three institutions that are counterparties to Western Areas" long dated
derivative structure, commonly referred to as the Western Areas hedge book.
This agreement follows Western Areas" request to the counterparties, for
consent to the change of control of Western Areas. Under the terms of the
derivative structure a change of control of Western Areas without consent in
terms of the derivative structure constitutes an event of default, which may
entitle the counterparties to close out the positions under the derivative
structure.
In terms of the agreements reached with the two counterparties, they agreed,
inter alia:to vote in favour of a change of control of Western Areas;
that they will not for a period of one year from today, exercise any of their
rights, pursuant to a default, pre-existing or otherwise, under the derivative
structure, and will not vote in favour of the exercise of such rights either.
In terms of the derivative structure, the two counterparties confirmed that
they had sufficient votes between them to secure the required majority to
deliver the obligations referred to above. Accordingly Western Areas has now
been notified that the consent has been granted.
In consideration for the above undertakings, Gold Fields has undertaken to the
two counterparties that, subject to any regulatory approvals which may be
required, that it would fund or procure the funding of, any cashflow
shortfalls of Western Areas for the one year period referred to above, which
may arise in the ordinary course of Western Areas" business, including
scheduled hedge commitments but excluding shortfalls related to the exercise
by any of the counterparties of their rights pursuant to a default under the
derivative structure.
Ian Cockerill, the Chief Executive Officer of Gold Fields said:
"Between Gold Fields" existing holdings and irrevocable acceptances, we will
control approximately 76% of the shares of Western Areas by the end of today.
With this in mind we have announced that we will not be increasing our offer
and now aim to close this transaction by the end of the year. We invite those
Western Areas shareholders who have not yet availed themselves of our offer,
to use this opportunity to realize value.
Following conclusion of the Barrick deal last week, having now reached an
arrangement with the majority of the hedge counterparties and secured
significant control of Western Areas we look forward to focusing on the
business of realizing the full value of the South Deep gold mine in the new
year."
-ends-
Gold Fields is one of the world"s largest unhedged gold producers, with annual
gold production of approximately 4.1 million ounces from mines in South
Africa, Ghana, Australia and Venezuela, as well as a developing mine at Cerro
Corona in Peru. The Company has ore reserves of 65 million ounces and mineral
resources of 179 million ounces. Gold Fields has its primary listing on the
Johannesburg Securities Exchange and secondary listings on the NYSE, LSE,
DIFX, Euronext in Paris and Brussels, and on the Swiss Exchange. All of Gold
Fields" operations are ISO 14001 certified.
These materials are not for distribution, directly or indirectly, in or into
the United States, 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 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 04:26:08 PM Produced by the JSE SENS Department
