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向右看齐 2022-10-05 07:58 141阅读 0赞

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“Including the recently announced extensions to Kloof and Driefontein gold mines, Gold Fields has

now committed more than R25 billion to growth projects in South Africa, providing Gold Fields with a

solid foundation from which to pursue its existing commitment to international growth.”

“While the price of approximately US$104 per reserve ounce that Gold Fields is paying for South

Deep is competitive, the total consideration payable for South Deep is fair to all parties.”

The salient features of the three separate transactions, which are not interdependent, are as follows:

Gold Fields / Barrick

Gold Fields has entered into an agreement with Barrick to acquire, for a total consideration of

US$1.525 billion, the entire issued share capital of Barrick Gold South Africa (Pty) Limited (BGSA),

which holds a 50% interest in the Barrick Gold – Western Areas Joint Venture. Barrick has advised

Gold Fields that Western Areas has elected not to exercise its pre-emptive rights in respect of this

transaction, as provided for in the Joint Venture Agreement.

Of the total consideration payable, US$1.2 billion will be paid in cash for which Gold Fields has

secured an off-shore debt facility. The remaining US$325 million will be discharged through the

issue of such number of Gold Fields shares as is obtained by dividing the US$325 million

consideration by the volume weighted average ADR price on the New York Stock Exchange for the

five trading days preceding the closing of the transaction.

The transaction is subject to certain regulatory approvals, including the granting of the requisite

approvals by the JSE and the Competition Authorities in South Africa.

Gold Fields / Western Areas

After consultation with the Board of Directors of Western Areas, Gold Fields has undertaken to make

an offer to acquire the entire issued share capital of Western Areas, other than those shares already

owned by Gold Fields. Gold Fields currently owns 18% of the issued share capital of Western Areas.

The Offer will be implemented by way of a general offer in terms of section 440 et seq of the

Companies Act (Act 61 of 1973) as amended, to which there will be no condition as to a minimum

level of acceptances.

Should Gold Fields deem it appropriate, it may, subject to the approval of the Western Areas Board,

implement the Offer by way of a scheme of arrangement in terms of section 311 of the Act.

If the offer is accepted by all Western Areas shareholders, Gold Fields will own the entire share

capital of Western Areas and it is intended that the listing of the ordinary shares in Western Areas on

the JSE Limited will be terminated.

In terms of the offer, Western Areas shareholders will receive 35 ordinary shares of Gold Fields for

every 100 Western Areas shares tendered into the offer. Based on the closing price of Gold Fields

shares on 7 September 2006, namely R150.20 per share, this represents a value of R52.57 per

Western Areas share. The consideration represents a premium of 16.8% to the closing price of

Western Areas on 7 September 2006. This consideration is based on the amount payable by Gold

Fields for BGSA’s 50% interest in South Deep, adjusted for the additional assets and liabilities of

Western Areas.

The transaction is subject to certain regulatory approvals, including the granting of the requisite

approvals by the JSE and the Competition Authorities in South Africa.

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