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ANGLOGOLD - CAUTIONARY CONCERNED PROPOSED DRIEFONTEIN JOINT VENTURE

Release Date: 15/05/1998 14:58
Code(s): GFS AAC GFL ANG DRE
Wrap Text
GOLD FIELDS OF SOUTH AFRICA LIMITED
(INCORPORATED IN THE REPUBLIC OF SOUTH AFRICA)
(REGISTRATION NUMBER 05/04181/06)
("GFSA")
ANGLO AMERICAN CORPORATION OF SOUTH AFRICA LIMITED
(INCORPORATED IN THE REPUBLIC OF SOUTH AFRICA)
(REGISTRATION NUMBER 01/05309/06)
("ANGLO AMERICAN")
GOLD FIELDS LIMITED
(INCORPORATED IN THE REPUBLIC OF SOUTH AFRICA)
(REGISTRATION NUMBER 97/19961/06)
("GOLD FIELDS")
ANGLOGOLD LIMITED
(INCORPORATED IN THE REPUBLIC OF SOUTH AFRICA)
(REGISTRATION NUMBER 05/17354/06)
("ANGLOGOLD")
TOGETHER "THE PARTIES" AND
DRIEFONTEIN CONSOLIDATED LIMITED
(INCORPORATED IN THE REPUBLIC OF SOUTH AFRICA)
(REGISTRATION NUMBER 68/04880/06)
("DRIEFONTEIN")

CAUTIONARY ANNOUNCEMENT CONCERNING PROPOSED DRIEFONTEIN JOINT VENTURE
THE PARTIES HAVE CONCLUDED THAT IT WOULD BE IN THE BEST INTERESTS OF THEIR SHAREHOLDERS TO ESTABLISH A JOINT VENTURE IN REGARD TO THEIR RESPECTIVE HOLDINGS IN DRIEFONTEIN. FOR THIS PURPOSE, THEY HAVE IN GOOD FAITH FORMULATED CERTAIN PRINCIPLES OF INTENT, THE KEY POINTS OF WHICH ARE AS FOLLOWS:
1. DRIEFONTEIN WILL BE MANAGED AS AN INDEPENDENT OPERATION BY GOLD FIELDS AND ANGLOGOLD TO DERIVE OPTIMUM VALUE FOR SHAREHOLDERS FROM THE EXPLOITATION OF THE DRIEFONTEIN MINING AUTHORISATION AREA. IT IS INTENDED THAT THE INTERESTS OF GOLD FIELDS AND ANGLOGOLD IN DRIEFONTEIN SHALL ULTIMATELY BE IN THE RATIO OF 3:2, RESPECTIVELY.
2. AN AGREEMENT WILL BE CONCLUDED BETWEEN GOLD FIELDS AND ANGLOGOLD GOVERNING THE CONDUCT OF THE BUSINESS OF DRIEFONTEIN. 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. DISPUTE RESOLUTION PROCEDURES WILL BE PUT IN PLACE WHERE UNANIMITY CANNOT BE REACHED. 3. IT IS INTENDED THAT THE AGREEMENT WILL FURTHER PROVIDE THAT AN OFFER WILL BE MADE TO THE MINORITY SHAREHOLDERS OF DRIEFONTEIN ON TERMS CONSIDERED TO BE FAIR AND REASONABLE BY INDEPENDENT FINANCIAL ADVISERS. IT IS PROPOSED THAT THE OFFER WILL BE MADE JOINTLY BY GOLD FIELDS AND ANGLO AMERICAN USING, INTER ALIA, GOLD FIELDS SHARES RECEIVED BY ANGLO AMERICAN FROM THE GFSA UNBUNDLING REFERRED TO IN 5 BELOW. FOLLOWING THE OFFER, THE DRIEFONTEIN SHARES SO ACQUIRED BY ANGLO AMERICAN WILL BE EXCHANGED FOR NEW ANGLOGOLD SHARES ON TERMS CONSIDERED TO BE FAIR AND REASONABLE BY INDEPENDENT FINANCIAL ADVISERS.
4. GIVEN A 100% BUY-OUT OF THE DRIEFONTEIN MINORITIES, THE SERVICE AGREEMENT CURRENTLY IN PLACE BETWEEN DRIEFONTEIN AND GOLD FIELDS WILL BE CANCELLED FOR CASH.
5. ANGLO AMERICAN AND COMPANIES ASSOCIATED WITH IT WILL SUPPORT UNBUNDLING OF THE GOLD FIELDS SHARES CURRENTLY HELD BY GFSA (AND, IN PRINCIPLE, ANY OTHER ASSETS THE GFSA BOARD DEEM APPROPRIATE) TO GFSA'S SHAREHOLDERS. GFSA WILL UNDERTAKE TO EFFECT SUCH AN UNBUNDLING, SUBJECT TO:
- THE BID TO BUY-OUT THE DRIEFONTEIN MINORITIES RESULTING IN AT LEAST A 50% ACCEPTANCE (OR SUCH LESSER PERCENTAGE AS THE GFSA BOARD DEEMS ACCEPTABLE); - SATISFACTORY DUE DILIGENCE; AND
- APPROPRIATE REGULATORY AND SHAREHOLDER APPROVALS.
6. THE PARTIES ARE ALSO INVESTIGATING THE FURTHER POSSIBILITY OF EXCHANGING MINING ASSETS, WITH CASH ADJUSTMENTS IF APPROPRIATE.
IN ORDER TO CONCLUDE THE DETAILED TERMS, CONDITIONS AND TIMING OF THE ABOVE PROPOSALS, INDEPENDENT FINANCIAL ADVISERS WILL BE APPOINTED. SHAREHOLDERS WILL BE INFORMED OF FURTHER DETAILS WHEN APPROPRIATE. THESE PROPOSALS WILL BE SUBJECT TO BOARD APPROVAL.
SHAREHOLDERS ARE ADVISED TO EXERCISE CAUTION IN DEALING IN THEIR SHARES. A FURTHER ANNOUNCEMENT WILL BE MADE IN DUE COURSE. JOHANNESBURG 15 MAY 1998 SPONSORING BROKER TO GFSAAND DRIEFONTEIN STANDARD EQUITIES (PTY) LIMITED (REGISTRATION NUMBER 72/08305/07) (MEMBER OF THE JOHANNESBURG STOCK EXCHANGE) SPONSORING BROKERS TO ANGLO AMERICAN SMITHBORKUM HARE (PTY) LTD LEGAL ADVISER TO GFSA BOWMAN GILFILLAN HAYMAN GODFREY INC. (REGISTRATION NUMBER 78/01915/21) JOINT SPONSORING BROKERS TO ANGLOGOLD SMITHBORKUM HARE (PTY) LTD SBC WARBURG DILLON READ REG NO. 94/08363/07 A MEMBER OF THE JOHANNESBURG STOCK EXCHANGE LEGAL ADVISER TO GOLD FIELDS EDWARD NATHAN & FRIEDLAND INC (REGISTRATION NUMBER 77/00525/021) SPONSORING BROKERS TO GOLD FIELDS DEUTSCHE MORGAN GRENFELL (SA)(PROPRIETARY)LIMITED (REGISTRATION NO. 95/11798/07) DEUTSCHE MORGAN GRENFELL (PROPRIETARY)LIMITED (REGISTRATION NO. 73/06709/07) (MEMBER OF THE JOHANNESBURG STOCK EXCHANGE)