| Mon 26 Mar 2007, 18:19 | | GFI/WAR - Gold Fields/Western Areas - Compulsory a |
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GFI WAR
GOGOF WARA
GFI/WAR - Gold Fields/Western Areas - Compulsory acquisition of Western Areas
shares and the delisting of Western Areas
from the JSE Limited
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")
Western Areas Limited
(Reg. No.1959/003209/06)
(Incorporated in the Republic of South Africa)
JSE Share Code: WAR
ISIN Code: ZAE000016549
("Western Areas")
Compulsory acquisition of Western Areas shares and the delisting of Western
Areas from the JSE Limited
1. Compulsory acquisition and payment of consideration
Further to the announcement dated 12 February 2007 and the circular
incorporating a notice by Gold Fields in terms of section 440K of the
Companies Act, 61 of 1973 ("the Act") dated 12 February 2007 ("the
Circular"), Gold Fields confirms that it will compulsorily acquire the
remaining Western Areas shares (being those shares not already held by
Gold Fields or its group companies) on the commencement of business on
Tuesday, 27 March 2007. Remaining certificated Western Areas
shareholders who delivered their Western Areas shares prior to 26 March
2007 will receive the Gold Fields consideration shares (as defined in
the Circular) on Tuesday 3 April 2007 in accordance with paragraph 4.4
of the Circular.
Remaining Western Areas shareholders who did not tender their Western Areas
shares pursuant to the Circular will be entitled to claim the Gold
Fields consideration shares due to them from Western Areas, as set out
in paragraph 3 below.
2. Termination of the listing of Western Areas shares on the JSE Limited (the
"JSE")
The listing of Western Areas shares on the JSE will be terminated with effect
from the commencement of business on Friday, 30 March 2007.
3. Process to claim Gold Fields consideration shares in respect of Western
Areas shares not tendered pursuant to the Circular.
Western Areas shares of those Western Areas shareholders who have not tendered
their Western Areas shares pursuant to the Circular as set out above
will be compulsorily acquired by Gold Fields in terms of section 440K of
the Act.
Gold Fields will submit duly completed instruments of transfer to Western
Areas, in terms of section 440K(2) of the Act, and the Western Areas
shares of such remaining Western Areas shareholders who have not
responded as set out in the Circular will be transferred to Gold Fields.
Remaining dematerialised Western Areas shareholders will have their
account with their CSDP credited with the equivalent number of Gold
Fields consideration shares. The consideration payable to remaining
certificated Western Areas shareholders will be credited to Western
Areas` CSDP, to be held in trust by Western Areas for the benefit of the
relevant remaining certificated Western Areas shareholder pending demand
therefor in writing by such relevant remaining certificated Western
Areas shareholder, according to the provisions of section 440K(4) of the
Act.
Any sum, and any dividend or other sum accruing from any other consideration
received by Western Areas under section 440K shall be paid into a
separate bank account with a banking institution registered under the
Banks Act, and such sums, dividend or any other consideration so
received shall be held in trust by Western Areas for the person entitled
to the securities in respect of which the said sum, dividend or other
consideration was received.
In the written demand for the Gold Fields consideration shares, to be
addressed the Exchanges Department, Computershare Investor Services 2004
(Proprietary)Limited, 70 Marshall Street, Johannesburg 2001, South
Africa, such remaining certificated.Western Areas shareholders shall be
obliged to furnish Western Areas with evidence, to the satisfaction of
Western Areas, that they were owners of any Western Areas shares
compulsorily acquired by Gold Fields pursuant to the provisions of
section 440K(1)(a) of the Act and/or provide Western Areas with an
indemnity on terms acceptable to Western Areas in respect of such
consideration, prior to the settlement of the offer consideration to
them.
Remaining U.S. Western Areas shareholders that are not qualified institutional
buyers (within the meaning of Rule 144A under the United States
Securities Act of 1933, as amended) will have their Gold Fields
consideration shares sold on their behalf and will only be entitled to
receive the cash proceeds of such sale (less fees, expenses and
commissions).
Parktown
26 March 2007
Sponsor
JPMorgan Equities
Date: 26/03/2007 17:58:44 Produced by the JSE SENS Department.
