Result of General Meetings
08 Março 2004 - 10:00AM
UK Regulatory
Mvelaphanda Resources Limited Gold Fields Limited
(Incorporated in the Republic of South (Incorporated in the Republic of South
Africa) Africa)
(Registration number: 1980/001395/06) (Registration number: 1968/004880/06)
ISIN: ZAE000037610 ISIN: ZAE000018123
Share Code: MVL Share Code: GFI
("Mvela Resources") ("Gold Fields")
Results of general meetings of shareholders of MvelaResources and Gold Fields
and withdrawal of cautionary announcement
1. Introduction
In a joint announcement published by Mvela Resources and Gold Fields over SENS
on 26 November 2003, shareholders of Mvela Resources and Gold Fields were
advised thatGold Fields and Mvela Resources had reached an agreement in terms
of which a wholly -owned subsidiary of Mvela Resources, Mvelaphanda Gold
(Proprietary) Limited ("Mvela Gold") will, subject to the fulfilment of certain
conditions precedent, acquire a 15% beneficial interest in the South African
gold mining assets and business operations of Gold Fields for a consideration
of R4 139 million, payable in cash ("the Transaction").
2. Results of general meeting of shareholders of Gold Fields
At the general meeting of shareholders of Gold Fields held on Monday, 8 March
2004, shareholders of Gold Fields ("Gold Fields shareholders") passed ordinary
resolutions:
2.1 approving the specific issue to Mvela Gold of shares ("GFI-SA shares")
which following their issue will comprise 15% of the issued share capital of
GFI Mining South Africa Limited ("GFI-SA") for an aggregate subscription price
of R4 139 million ;
2.2 approving the allotment and issue of new ordinary shares in Gold Fields to
Mvela Gold if the GFI-SA shares are sold to Gold Fields pursuant to Gold Fields
exercising its right of call in respect of such shares or pursuant to Mvela
Gold exercising the right to put such shares to Gold Fields ,
full details of which are reflected in the circular to Gold Fields shareholders
dated 14 February 2004.
3. Results of general meeting of shareholders of Mvela Resources
At the general meeting of shareholders of Mvela Resources held on Monday, 8
March 2004, shareholders of Mvela Resources ("Mvela Resources shareholders")
passed all the special and ordinary resolutions including those:
3.1 approving the terms and conditions, and the implementation, of the
Transaction;
3.2 approving the increase in the authorised share capital of Mvela Resources
from 129 200 000 ordinary shares ("Mvela Resources ordinary shares") and 800
000 redeemable cumulative preference shares ("preference shares") to 250 000
000 Mvela Resources ordinary shares and 800 000 preference shares by the
creation of an additional 120800 000 Mvela Resources ordinary shares;
3.3 approving the alteration of the authorised share capital of Mvela Resources
by the cancellation of the preference shares;
3.4 approving the placing of 100 000 000 Mvela Resources ordinary shares under
the control of the directors of Mvela Resources with the power to allot and
issue all or any of such ordinary shares for cash in terms of a specific issue
of shares for cash to local and international investors (the "Equity
Placement");
3.5 approving the terms and conditions, and the implementation, of a
transaction to be entered into between Mvela Resources and the trustees of The
Gauta Igolide Development Trust (the "Trust") in terms of which Mvela Resources
will, subject to the fulfillment of certain conditions precedent, grant to the
Trust an option to acquire 7 500 000 Mvela Resources ordinary shares at a price
of R35 per Mvela Resources ordinary share;
3.6 adopting new articles of association for Mvela Resources,
full details of which are reflected in the circular to Mvela Resources
shareholders dated 14 February 2004.
The special resolutions passed at the general meeting of Mvela Resources
shareholders have been lodged with the Registrar of Companies for registration.
4. Remaining conditions precedent and withdrawal of cautionary announcement
The definitive agreements in relation to the Transaction ("Transaction
Agreements") have been signed and although shareholders should note that
implementation of the Transaction is still subject tothe fulfilment of the
conditions precedent reflected below, shareholders are no longer required to
exercise caution when dealing in the securities of the respective companies.
The remaining conditions precedent to which implementation of the Transaction
is subject are, inter alia, as follows:
4.1 the formal approval of the JSE for the listing of the Mvela Resources
ordinary shares to be issued in terms of the Equity Placement; and
4.2 the implementation of certain of the Transaction Agreements in accordance
with their terms.
5. Expected Timetable
Subject to the fulfilment of the remaining conditions precedent it is
anticipated that the Transaction will be implemented in accordance with the
following timetable:
Mvela Resources ordinary shares issued in 15 March 2004
terms of the Equity Placement and listed
R 4 139 million lent and advanced by Mvela 17 March 2004
Gold to GFI-SA
8 March 2004
Johannesburg
Merchant Bank to Mvela Resources Financial Adviser and transactional
sponsor to Gold Fields
Rand Merchant Bank Corporate Finance
JP Morgan
(A division of FirstRand Bank Limited)
Attorneys to Mvela Resources for the Corporate law advisers and
Transaction consultantsto Gold Fields
Werksmans Inc Edward Nathan and Friedland
Sponsor to Mvela Resources Sponsor to Gold Fields
PricewaterhouseCoopers Corporate HSBC Investment Services
Finance (Proprietary) Limited (Africa) (Proprietary) Limited
Structuring Advisor and Joint Lead Arranger Joint Lead Arranger and Underwriter
and Underwriter of the Senior Debt of the Senior Debt
Rand Merchant Bank Structured Finance Barclays
Attorneys to Structuring Advisor and Attorneys to Mezz Financiers
Underwriters
Deneys Reitz Bowman Gilfillan Chuene Kwinana
Motsatse Inc
END
Randgold Ads (LSE:GOLD)
Gráfico Histórico do Ativo
De Out 2024 até Nov 2024
Randgold Ads (LSE:GOLD)
Gráfico Histórico do Ativo
De Nov 2023 até Nov 2024
Notícias em tempo-real sobre Randgold Ads da Bolsa de Valores de Londres bolsa de valores: 0 artigos recentes
Mais Notícias de Gold Fields Ld