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GFI
GOGOF
GFI - Gold Fields - Gold Fields to invoke the provisions of section 440k of the
Companies Act
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 final results of the offer by Gold Fields to acquire the entire
issued share capital of Western Areas Limited ("Western Areas") other than those
shares already owned by Gold Fields and JCI Limited and its subsidiaries) ("the
offer") and Gold Fields to invoke the provisions of section 440K of the
Companies Act
1. Acceptances under the offer
Gold Fields hereby announces that the offer closed on 26 January 2007. At the
closing date of the offer valid acceptances of the offer had been received in
respect of a total of 91 927 134 ordinary shares in Western Areas ("Western
Areas shares") representing 96.1% of the offer shares. Combined with the 66 122
050 Western Areas shares already held by Gold Fields, Gold Fields currently
holds 158 049 184 Western Areas shares (constituting 97.7% of the issued
ordinary share capital of Western Areas).
2. Invocation of section 440K of the Act
Gold Fields confirms that, as the offer has been accepted by offerees
representing 96.1% of the shares subject to the offer, Gold Fields is able to
invoke the provisions of Section 440K of the Companies Act, 61 of 1973 ("Section
440K").
Shareholders of Western Areas are hereby advised that Gold Fields is invoking
Section 440K and intends to compulsorily acquire the remaining Western Areas
shares not already owned by the Gold Fields ("the compulsory acquisition"). A
circular, incorporating the notice envisaged by Section 440K(1)(a) and a form of
surrender and transfer, will be posted to remaining Western Areas shareholders
on Monday 12 February 2007.
3. Suspension and termination of the listing of Western Areas shares on the JSE
Western Areas shares will be suspended from the list of JSE Limited ("JSE") with
effect from the commencement of trade on Tuesday 13 February 2007. The listing
of Western Areas shares on the JSE will, unless an application is made to the
High Court of South Africa ("the Court")to prevent the compulsory acquisition
and the Court orders that Gold Fields shall not be entitled to invoke the
compulsory acquisition or the Court imposes conditions of acquisition different
from those in the offer document, be terminated with effect from the
commencement of trade on Friday 30 March 2007.
Important dates
2007
Notice given in terms of section 440K of the Monday 12 February
Act
Listing of Western Areas shares suspended on
the JSE with effect from the commencement of Tuesday 13 February
business on
Last day to apply to the High Court of South
Africa in terms of section 440K of the Act Monday 26 March
Compulsory acquisition of remaining Western
Areas shares becomes effective on the Tuesday 27 March
commencement of business
Termination of listing of Western Areas shares
on the JSE from the commencement of business Friday 30 March
on
Date of payment of the consideration to Tuesday 3 April
Western Areas in respect of remaining Western
Areas shareholders who have not tendered their
Western Areas shares pursuant to the
provisions of the circular dated Monday 12
February 2007 (to be held in trust in a
separate account for the benefit of such
remaining Western Areas Shareholders)
Notes:
Any changes to the above dates will be released on SENS and published in the
South African press.
There will be no dematerialisation or rematerialisation of shares after the
notice to invoke S440K has been announced.
12 February 2007
Sponsor
JPMorgan
Financial advisers to Gold Fields
JPMorgan
Citigroup
Frankel Consulting
Legal advisers to Gold Fields
Edward Nathan Sonnenbergs
Linklaters
The Gold Fields securities referred to herein have not been, and will not be,
registered under the United States Securities Act of 1933 (the "Securities
Act").
Such securities 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: 12/02/2007 15:08:02 Produced by the JSE SENS Department.
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