| Thu 14 Dec 2006, 14:58 | | NOT FOR DISTRIBUTION IN OR INTO THE UNITED STATES |
|
GFI
GOGOF
NOT FOR DISTRIBUTION IN OR INTO THE UNITED STATES, UNITED KINGDOM, AUSTRALIA,
CANADA OR JAPAN
GFI - Gold Fields - Attention Western Areas shareholders.Gold Fields offer to
acquire Western Areas:
Gold Fields Limited
(Registration Number 1968/004880/06)
("Gold Fields")
Share Code: GFI
ISIN: ZAE000018123
Attention Western Areas shareholders.Gold Fields offer to acquire Western Areas:
YOU NEED TO ACT
1. Gold Fields now owns 82% of Western Areas
Gold Fields now either owns or has received undertakings in respect of 82% of
the issued share capital of Western Areas, with Harmony Gold Mining Company
Limited and the Public Investment Corporation having tendered their shares into
the offer.
GOLD FIELDS WILL NOT INCREASE THE OFFER CONSIDERATION AND HAS SET FRIDAY 29TH
DECEMBER AS THE CLOSING DATE FOR THE OFFER.
THERE IS NO MINIMUM ACCEPTANCE CONDITION TO THE OFFER
2. Tender your shares now - no guarantee that s440k will be applied
Western Areas shareholders: if you wish to tender your shares you should contact
your broker, CSDP, banker, attorney, accountant or other professional adviser
immediately.
Gold Fields needs to acquire 94.1% of all Western Areas shares to invoke the
provisions of Section 440k of the Companies Act: "the compulsory squeeze out".
Although there has been strong support for the offer, with most major
shareholders having tendered their shares, the fragmented nature of the Western
Areas register means that, achieving this level, will require a greater number
of shareholders to act.
YOU NEED TO ACT TO ENSURE YOUR SHARES ARE TENDERED INTO THE OFFER OR FACE THE
RISK OF REMAINING A MINORITY SHAREHOLDER IN A SEVERELY UNDERCAPITALISED AND
POTENTIALLY DELISTED COMPANY
3. Gold Fields may apply to de-list Western Areas
As Gold Fields already holds 82% of Western Areas, Gold Fields will in all
likelihood apply to have Western Areas de-listed from the JSE should the Section
440 "squeeze-out" not be invoked. Such an application for de-listing would be
subject to the requisite approvals being obtained from shareholders. This
delisting will have severe implications for the liquidity of Western Areas
stock.
4. Implications for shareholders who do not accept the offer.
The Western Areas Board made the following statement in their circular dated 10
November 2006:
"Although South Deep is expected to become cash positive during the second half
of 2007 (inclusive of capital expenditure), interim funding of some R300 million
is required by Western Areas over this period, which largely relates to current
obligations under the derivative structure and associated option premium
payable. Furthermore, on the basis that South Deep achieves the planned
production build-up to 330,000 tonnes per month in 2012, and that the macro-
economic assumptions discussed in annexure 2 are realised, it is anticipated
that Western Areas will become cash positive, net of capital and derivative
obligations, including option premium payable, during 2011. However, the
required funding shortfall over this five year period is some R1.6 billion.
Accordingly, in the event that Gold Fields does not acquire 100% of the issued
Western Areas shares, the funds required would have to be raised by means of
equity and/or debt funding:...."
ACCORDINGLY IN THE EVENT THAT GOLD FIELDS DOES NOT ACQUIRE 100% OF WESTERN
AREAS, THE REMAINING SHAREHOLDERS OF WESTERN AREAS WOULD BE ASKED TO FUND THESE
CASH REQUIREMENTS.
AVOID DISAPPOINTMENT
TENDER YOUR SHARES NOW
14 December 2006
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: 14/12/2006 14:58:01 Produced by the JSE SENS Department.
