Gold Fields of S.A. - Re Proposed Unbundling
19 8월 1998 - 6:01PM
UK Regulatory
RNS No 8444p
GOLDFIELDS OF SOUTH AFRICA LIMITED
19th August 1998
GOLD FIELDS OF SOUTH AFRICA LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 05/04181/06)
("GFSA")
The proposed unbundling of GFSA's listed shares in Gold Fields Limited ("GFL")
and Standard Bank Investment Corporation Limited ("Stanbic")
1. Introduction
The directors of GFSA propose to embark on a restructuring process that will
involve the distribution and/or sale of some or all of the underlying assets
of GFSA. This restructuring process is expected to occur in various phases,
the first of which will involve, subject to the fulfilment of certain
conditions precedent, the distribution, in terms of section 60 of the Income
Tax Act, 1993 (Act 113 of 1993) ("the unbundling legislation"), of GFSA's
interests in GFL and Stanbic ("the share distribution"). The share
distribution will take place by way of a dividend in specie and a reduction of
share premium.
The directors of GFSA are in the process of examining several options
regarding the remaining GFSA assets (being its assets other than the shares
that it holds in GFL and Stanbic), which are expected to involve, inter alia,
the distribution and/or realisation of all or some of GFSA's remaining assets.
2. Rationale for the share distribution
The shares held by GFSA in GFL and Stanbic make up the major portion of GFSA's
value, but are purely investments with no value being added by GFSA.
The share distribution will afford the GFSA shareholders the opportunity to
obtain a direct interest and concomitant benefits in GFL and Stanbic and
should unlock shareholder wealth by means of the elimination of the discount
at which GFSA shares have traded relative to the value of GFSA's underlying
investments.
3. Terms of the share distribution
GFSA will distribute its listed investments in GFL and Stanbic ("the affected
shares") to its shareholders, in the ratio of 155,265 GFL shares and
96,208 Stanbic shares for every 100 GFSA shares held at 21:00 on Friday
16 October 1998.
GFSA shareholders are also referred to the announcement by New Wits Limited
("New Wits"), a listed subsidiary of GFSA, appearing elsewhere in this
publication, regarding the distribution by New Wits of the major portion of
its listed investment portfolio ("the New Wits unbundling"), which includes
its shareholding in GFL and GFSA.
The ratio in which the GFL shares will be distributed has been calculated on
the assumption that the New Wits unbundling becomes effective and GFSA
receives 1 544 685 GFL shares. Should the New Wits unbundling not become
effective, the ratios per 100 GFSA shares will change to 153,275 GFL shares
and 95,811 Stanbic shares.
Fractional entitlements to the affected shares resulting from the share
distribution will not be issued to GFSA shareholders but will be aggregated
and sold on the Johannesburg Stock Exchange ("the JSE") at market prices for
the benefit of the GFSA shareholders concerned.
4. Resultant group structure
After the share distribution and the New Wits unbundling, GFSA and its wholly-
owned subsidiaries will hold directly as their major investments, the
following:
% Interest
Commercial Union of South Africa Limited 22
Driefontein Consolidated Limited 3
New Wits 50
Vogelstruisbult Metal Holdings Limited 60
Northam Platinum Limited 80
Zinc Corporation of South Africa Limited 18
Black Mountain Mineral Development Company (Pty) Limited 55
Gamsberg Zinc Corporation Limited 28
O'okiep Copper Company Limited 49
Gold Fields Namibia Limited 61
5. Important dates
Proxy forms for the general meeting of
shareholders to be lodged by 11:00 on Tuesday 15 September
General meeting of shareholders to be held
at 11:00 on Wednesday 16 September
Results of general meeting announced on Thursday 17 September
Applications before the High Court of
South Africa (Witwatersrand Local Division)
("the High Court") on Tuesday 22 September
Record date to participate in the share
distribution at 21:00 on Friday 16 October
Effective date of the share distribution on Monday 19 October
Share certificates in respect of GFL and
Stanbic shares and cheques in respect of
fractional entitlements posted to GFSA
shareholders on or about Monday 26 October
Note: All the times indicated above are local times in South Africa. The
abovementioned dates and times are subject to change. Any such changes will be
published in the press.
6. Retention of listing
GFSA will remain listed on, inter alia, the JSE, London Stock Exchange and the
Nasdaq Stock Exchange Inc. (in ADR form) subsequent to the share distribution.
7. Financial effects of the share distribution
The following table sets out the pro forma financial effects of the share
distribution on GFSA shareholders for every 100 GFSA shares held, based on the
following:
*for purposes of the "Market price 1" comparison, the value attributed to 100
GFSA shares as set out in the "Before" column of the table, is based on the
opening share price of GFSA shares, as quoted on the JSE on Friday 15 May
1998, being the date when the first cautionary announcement was released. The
values attributed to 155,265 GFL shares and 96,208 Stanbic shares as set out
in columns 1 and 2, respectively, in the table, are based on the respective
opening share prices on that date;
*the values set out in the "Market price 2" comparison have been calculated on
the same basis as the "Market price 1" comparison, save that
*the opening share prices on Tuesday 18 August 1998 have been used;
*GFSA does not consolidate the financial results of GFL and Stanbic in its
financial results, but reflects these assets as investments in its balance
sheet and only accounts for dividend receipts from GFL and Stanbic in its
income statement;
*the net asset value ("NAV") per 100 GFSA shares as set out in the "Before"
column of the table has been based on the values attributable to GFSA's
underlying investments as at 30 June 1998. The closing share prices on the JSE
were used to determine the values attributable to GFL and Stanbic on that
date, being 2 425 cents and 2 530 cents respectively; and
*the headline earnings per 100 GFSA shares as set out in the "Before" column
of the table, have been based on the pro forma headline earnings for the year
ended 30 June 1997, calculated for purposes of the merger of the gold assets
of GFSA and Gencor Limited.
Before 1 2 3 After
Per Per
Per 155,265 96,208 Per
100 GFL Stanbic 100
GFSA shares shares Total of GFSA
shares to be to be columns shares
held received received 1 and 2 held
(R) (R) (R) (R) (R)
+Market price 1 8 000,00 5 822,44 2 559,13 8 381,57
+Market price 2 7 080,00 4 347,42 1 924,16 6 271,58
*NAV 7 448,00 1 240,00
*Headline
*earnings 412,15 145,67
A GFSA shareholder may evaluate the effect of the share distribution on the
market price by adding the shareholder's estimated price of the GFSA share
post-unbundling to the prices set out in column 3 above and compare the result
to the market price set out in the "Before" column.
* The effects of the share distribution on the NAV and headline earnings of
GFSA are reflected in the "Before" and "After" columns.
8. Procedures for implementation
8.1 A general meeting of shareholders will be held at 75 Fox Street,
Johannesburg on Wednesday 16 September 1998 at 11:00 (South African time) or
as soon as the general meeting of New Wits is concluded, whichever is the
later, to consider and, if deemed fit, to pass the special and ordinary
resolutions required, inter alia, to implement the share distribution.
8.2 If the resolutions referred to above are passed, an application will be
made to the High Court for the confirmation of the reduction of the share
premium of GFSA in terms of section 84 of the Companies Act, 1973 (Act 61 of
1973), as amended ("the Act"). At the hearing the High Court will set a
return date for confirmation of the reduction of share premium.
8.3 On the return date, if the reduction of share premium is confirmed by the
High Court, the special resolution and the Order of Court will be lodged with
the Registrar of Companies ("the Registrar") for registration of the special
resolution.
8.4 Subject to the passing of the necessary resolutions and registration by
the Registrar of the special resolution, the share distribution will be
effected on Monday 19 October 1998.
8.5 Share certificates in respect of the affected shares and, where
applicable, cheques in respect of fractional entitlements to the affected
shares, will be posted to GFSA shareholders on or about Monday 26 October
1998.
8.6 Existing GFSA share certificates in GFSA will remain valid and good for
delivery.
9. Conditions precedent
The share distribution is subject to the fulfilment of the following
conditions precedent:
*the passing, at a general meeting of GFSA shareholders, of the resolutions
required to implement the share distribution;
*the High Court having confirmed the reduction of the company's share premium
in terms of section 84 of the Act and having granted an order to this effect;
*the registration by the Registrar of the special resolution passed at the
abovementioned general meeting; and
*the delivery to and receipt by GFSA of all the GFL and Stanbic shares held by
all or any of the wholly-owned subsidiaries of GFSA.
10. Opinions and recommendations
10.1 The directors of GFSA are of the opinion that the share distribution will
benefit its shareholders and recommend that GFSA shareholders vote in favour
of the special and ordinary resolutions necessary to implement the share
distribution.
10.2 The directors of GFSA and GFSA Holdings Limited, the major shareholder of
GFSA, intend to vote in favour of the share distribution in respect of all the
GFSA shares that they hold.
11. Documentation
Circulars, providing further details of the share distribution, will be posted
to GFSA shareholders on 25 August 1998.
Johannesburg
19 August 1998 RMB Resources
Attorneys
BGHG
Bowman Gilfillan Hayman Godfrey
Sponsoring broker
In South Africa
Standard Equities (Pty) Limited
(Registration number 72/08305/07)
(Member of the Johannesburg Stock Exchange)
In the United Kingdom
CAZENOVE & CO.
(A member of The Securities and Futures
Authority and of The London Stock Exchange)
END
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