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)