Gold Fields Offer for Western Areas to Close Friday, 29 December 2006, Offer Consideration Finalised and no Increase to Offer Co
December 08 2006 - 9:48AM
PR Newswire (US)
JOHANNESBURG, South Africa, December 8 /PRNewswire-FirstCall/ --
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 On 11 September 2006 Gold Fields issued an
announcement 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. 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. 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. 5. 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 JPMorgan Financial advisers
to Gold Fields JPMorgan Citigroup Frankel Consulting Legal advisers
to Gold Fields Edward Nathan Sonnenbergs Linklaters DATASOURCE:
Gold Fields Limited CONTACT: Enquires, South Africa, Willie
Jacobsz, Tel +27-11-644-2460, Fax +27-11-484-0639, ; Nerina
Bodasing, Tel +27-11-644-2630, Fax +27-11-484-0639, ; North
America, Cheryl A Martin, Tel +1-303-796-8683, Fax +1-303-796-8293,
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