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GFSA/ANGLO AMERICAN/GOLD FIELDS/ANGLOGOLD/DRIEFONTEIN - ANNOUNCEMENT

Release Date: 21/07/1998 08:27
Code(s): GFS AAC GFL ANG DRE
Wrap Text
GOLD FIELDS OF SOUTH AFRICA LIMITED
("GFSA")
ANGLO AMERICAN CORPORATION OF SOUTH AFRICA LIMITED
("ANGLO AMERICAN")
GOLD FIELDS LIMITED
("GOLD FIELDS")
ANGLOGOLD LIMITED
("ANGLOGOLD")
DRIEFONTEIN CONSOLIDATED LIMITED
("DRIEFONTEIN")
DRIEFONTEIN JOINT VENTURE
BINDING AGREEMENT
FURTHER CAUTIONARY ANNOUNCEMENT

FOLLOWING THE ANNOUNCEMENT ON 15 MAY 1998, GOLD FIELDS AND ANGLOGOLD, THE MAJOR SHAREHOLDERS OF DRIEFONTEIN HAVE ESTABLISHED A JOINT VENTURE IN REGARD TO THEIR RESPECTIVE HOLDINGS IN, AND THE MANAGEMENT OF, DRIEFONTEIN. THE FOLLOWING PRINCIPLES HAVE BEEN INCORPORATED INTO A LEGALLY BINDING AGREEMENT BETWEEN THE PARTIES:
1. DRIEFONTEIN WILL BE MANAGED AS AN INDEPENDENT OPERATION TO DERIVE OPTIMUM SHAREHOLDER VALUE FROM THE EXPLOITATION OF THE DRIEFONTEIN MINING AUTHORISATION AREA.
2. CERTAIN MAJOR BUSINESS DECISIONS, INCLUDING THE APPOINTMENT OF THE CHIEF EXECUTIVE AND THE APPROVAL OF THE ANNUAL BUSINESS PLAN, WILL REQUIRE UNANIMITY BETWEEN GOLD FIELDS AND ANGLOGOLD.
3. THE BOARD OF DRIEFONTEIN WILL COMPRISE SEVEN DIRECTORS, FOUR OF WHOM WILL BE NOMINATED BY GOLD FIELDS AND TWO BY ANGLOGOLD. THE INDEPENDENT MANAGING DIRECTOR WILL COMPLETE THE BOARD. GOLD FIELDS WILL NOMINATE THE CHAIRMAN AND ANGLOGOLD THE DEPUTY CHAIRMAN.
4. A JOINT OFFER WILL BE MADE AS SOON AS IS PRACTICABLE, AFTER THE UNBUNDLING OF GOLD FIELDS SHARES BY GFSA REFERRED TO IN 6. BELOW HAS BEEN COMPLETED, TO THE MINORITY SHAREHOLDERS OF DRIEFONTEIN TO ACQUIRE THEIR DRIEFONTEIN SHARES. THE OFFER WILL BE MADE JOINTLY BY GOLD FIELDS AND ANGLO AMERICAN / ANGLOGOLD. GOLD FIELDS WILL USE INTER ALIA NEW GOLD FIELDS SHARES FOR ITS SHARE OF THE OFFER. ANGLO AMERICAN / ANGLOGOLD WILL USE INTER ALIA GOLD FIELDS SHARES RECEIVED FROM THE UNBUNDLING REFERRED TO BELOW. IF THE OFFER IS SUCCESSFUL GOLD FIELDS AND ANGLOGOLD WILL RESPECTIVELY OWN 60% AND 40% OF DRIEFONTEIN AND AN APPLICATION WILL BE MADE FOR DRIEFONTEIN TO BE DELISTED. FOLLOWING THE OFFER, ANY DRIEFONTEIN SHARES SO ACQUIRED BY ANGLO AMERICAN WILL BE EXCHANGED FOR NEW ANGLOGOLD SHARES ON TERMS AND CONDITIONS CONSIDERED TO BE FAIR AND REASONABLE BY INDEPENDENT FINANCIAL ADVISERS.
5. UPON THE DELISTING OF DRIEFONTEIN, THE SERVICE AGREEMENT CURRENTLY IN PLACE BETWEEN DRIEFONTEIN AND GOLD FIELDS WILL BE CANCELLED FOR CASH.
6. ANGLO AMERICAN AND COMPANIES ASSOCIATED WITH IT WILL SUPPORT THE UNBUNDLING OF GOLD FIELDS SHARES CURRENTLY HELD BY GFSA TO GFSA'S SHAREHOLDERS AND GFSA UNDERTAKES TO IMPLEMENT THIS UNBUNDLING SUBJECT TO: - SATISFACTORY DUE DILIGENCE; AND
- APPROPRIATE REGULATORY AND SHAREHOLDER APPROVALS.
THE PARTIES ARE INVESTIGATING AN EXCHANGE OF CERTAIN ASSETS OWNED BY GFSA WITH ANGLO AMERICAN FOR GOLD FIELDS SHARES, WITH CASH ADJUSTMENTS WHERE APPROPRIATE. DRIEFONTEIN SHAREHOLDERS ARE ACCORDINGLY ADVISED TO CONTINUE TO EXERCISE CAUTION IN DEALING IN THEIR SHARES. A FURTHER ANNOUNCEMENT WILL BE MADE ONCE THE FINAL TERMS OF THE BID HAVE BEEN DECIDED. JOHANNESBURG 21 JULY 1998 SPONSORING BROKERS TO GFSA AND DRIEFONTEIN STANDARD EQUITIES LEGAL ADVISER TO GFSA BOWMAN GILFILLAN HAYMAN GODFREY LEGAL ADVISER TO GOLD FIELDS EDWARD NATHAN JOINT SPONSORING BROKERS TO GOLD FIELDS DEUTSCHE MORGAN GRENFELL BOE SECURITIES SPONSORING BROKERS TO ANGLO AMERICAN MERRILL LYNCH / SMITH BORKUM HARE JOINT SPONSORING BROKERS TO ANGLOGOLD MERRILL LYNCH / SMITH BORKUM HARE SBC WARBURG DILLON READ NEWS RELEASE
GOLD FIELDS AND ANGLOGOLD AGREE FINAL TERMS ON DRIEFONTEIN
JOHANNESBURG: 20 JULY 1998 - SOUTH AFRICA'S TWO LARGEST GOLD MINING COMPANIES, GOLD FIELDS LIMITED ("GOLD FIELDS") AND ANGLOGOLD LIMITED ("ANGLOGOLD"), HAVE FORMALISED THE TERMS FOR THE FUTURE OWNERSHIP AND MANAGEMENT OF THEIR JOINT INTEREST IN DRIEFONTEIN CONSOLIDATED LIMITED ("DRIEFONTEIN") IN A LEGALLY BINDING AGREEMENT.
THIS FOLLOWS THE ANNOUNCEMENT ON 15 MAY OF THE AGREEMENT IN PRINCIPLE TO ESTABLISH A JOINT VENTURE TO OPERATE DRIEFONTEIN AS AN INDEPENDENT COMPANY WITH AN INDEPENDENT MANAGEMENT TEAM.
THE FINAL AGREEMENT COVERS THE DETAILED ARRANGEMENTS FOR THE MANAGEMENT OF DRIEFONTEIN, AND THE FUTURE "UNBUNDLING" OF GOLD FIELDS FROM GOLD FIELDS OF SOUTH AFRICA (GFSA) AND THE EVENTUAL DELISTING OF DRIEFONTEIN.
CURRENTLY, GFSA IS THE MAJOR SHAREHOLDER OF GOLD FIELDS AND OWNS 71% OF THE SHARES. AS PART OF THE DRIEFONTEIN AGREEMENT ANGLO AMERICAN AND COMPANIES ASSOCIATED WITH IT, WHICH OWN 22% OF GFSA AND 3,2% OF GOLD FIELDS HAVE AGREED TO SUPPORT THE "UNBUNDLING" OF GOLD FIELDS FROM GFSA BY THE DISTRIBUTION OF GOLD FIELDS SHARES TO THE SHAREHOLDERS OF GFSA.
GOLD FIELDS AND ANGLO AMERICAN / ANGLOGOLD HAVE ALSO AGREED, AT THE APPROPRIATE TIME, TO MAKE A JOINT OFFER TO THE MINORITY SHAREHOLDERS OF DRIEFONTEIN. GOLD FIELDS WILL INTER ALIA USE NEW GOLD FIELDS SHARES FOR ITS SHARES OF THE OFFER. ANGLO AMERICAN / ANGLOGOLD WILL INTER ALIA USE GOLD FIELDS SHARES RECEIVED FROM THE UNBUNDLING OF GOLD FIELDS FROM GFSA FOR ITS SHARE OF THE OFFER.
IF THE OFFER IS SUCCESSFUL DRIEFONTEIN WILL BE DELISTED AND GOLD FIELDS AND ANGLOGOLD WILL RESPECTIVELY OWN 60% AND 40% OF DRIEFONTEIN.
THE BOARD OF DRIEFONTEIN WILL COMPRISE SEVEN DIRECTORS. FOUR WILL BE NOMINATED BY GOLD FIELDS AND TWO BY ANGLOGOLD. THE INDEPENDENT MANAGING DIRECTOR WILL COMPLETE THE BOARD. GOLD FIELDS WILL NOMINATE THE CHAIRMAN AND ANGLOGOLD THE DEPUTY CHAIRMAN. - ENDS -