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 -