GEX Georgina Energy Plc

 

TIDMGEX 
 
RNS Number : 0921X 
Gold Fields Ld 
07 August 2009 
 
Not for release, publication or distribution, in whole or in part, in, into or 
from Canada, Australia, Japan or any other Restricted Jurisdiction. 
 
 
 
7 August 2009 
 
 
 
 
RECOMMENDED CASH OFFER FOR THE ENTIRE ISSUED AND TO BE ISSUED SHARE CAPITAL OF 
GLENCAR MINING PLC BY GOLD FIELDS METALS BV 
 
 
 
 
Further to the announcement made on 24 July 2009, that the Board of Gold Fields 
Metals BV ("Gold Fields") and the Board of Glencar Mining plc ("Glencar") had 
agreed the terms of a recommended cash offer by Gold Fields for the entire 
issued and to be issued share capital of Glencar (the "Offer"), Gold Fields 
announces that the offer document (the "Offer Document") containing the full 
terms and conditions of the Offer has today been published and is being sent to 
eligible Glencar Shareholders, together with the Form of Acceptance. 
 
 
Key Terms of the Offer 
 
 
Under the terms of the Offer, Glencar Shareholders will be entitled to receive: 
 
 
For each Glencar Share    Stg 9 pence in cash 
 
 
The Consideration values the entire issued and to be issued share capital of 
Glencar at approximately StgGBP28.1 million. 
 
 
The Consideration represents a premium of approximately 105 per cent. over 
Stg4.38 pence, being the Closing Price of a Glencar Share on 23 July 2009, being 
the last Business Day prior to Gold Field's announcement of a firm intention to 
make the Offer. 
 
 
Recommendation of the Board of Glencar 
 
 
The Glencar Directors, who have been so advised by Davy Corporate Finance, 
consider the terms of the Offer to be fair and reasonable and unanimously 
recommend that Glencar Shareholders accept the Offer. 
 
 
Timetable 
 
 
The First Closing Date of the Offer will be 4 September 2009. Glencar 
Shareholders are strongly encouraged to accept the Offer ahead of this date. 
 
 
Summary of Action to be Taken 
 
 
If you hold your Glencar Shares in certificated form (that is, not in CREST), to 
accept the Offer, the Form of Acceptance should be completed, signed, witnessed 
and returned, together with your share certificate(s) and/or other document(s) 
of title, in the envelope to be provided (reply-paid within Ireland and the UK) 
by post or (during normal business hours only) by hand to Computershare Investor 
Services (Ireland) Limited at P.O. Box 954, Heron House, Corrig Road, Sandyford 
Industrial Estate, Dublin 18, Ireland as soon as possible and, in any event, so 
as to be received by no later than 1.00 p.m. (Dublin time) on 4 September 2009. 
 
 
If you hold your Glencar Shares in uncertificated form (that is, in CREST), then 
to accept the Offer, the Form of Acceptance should be completed, signed, 
witnessed and returned in the envelope to be provided (reply-paid within Ireland 
and the UK) by post or (during normal business hours only) by hand to 
Computershare Investor Services (Ireland) Limited at P.O. Box 954, Heron House, 
Corrig Road, Sandyford Industrial Estate, Dublin 18, Ireland as soon as possible 
and, in any event, so as to be received by no later than 1.00 p.m. (Dublin time) 
on 4 September 2009 and you should ensure that you send (or, if you are a CREST 
sponsored member, procure that your CREST sponsor sends) a TTE instruction in 
accordance with the procedure set out in paragraph 17(d) of the letter from Gold 
Fields in Part II of the Offer Document as soon as possible and, in any event, 
so that the TTE instruction settles no later than 1.00 p.m. (Dublin time) on 4 
September 2009. 
 
 
Glencar Shareholders whose Glencar Shares are registered in the name of a 
nominee should contact their broker, investment dealer, bank, trust company or 
other nominee for assistance in accepting the Offer. 
 
 
If you are in any doubt as to the procedure for acceptance of the Offer or 
require assistance with completion of the Form of Acceptance, please contact 
Computershare Investor Services (Ireland) Limited by telephone on + 353 1 447 
5472. 
 
 
Full details of the acceptance procedures are set out in the Offer Document. 
 
 
Terms used in this announcement shall have the same meaning given to them in the 
Offer Document. 
 
 
Enquiries: 
 
 
Gold Fields 
 
 
+--------------------------------------------------+-------------------------------------+ 
| Willie Jacobsz                                   | Tel +1 508 839-1188                 | 
| email Willie.jacobsz@gfexpl.com                  | Mobile +1 857 241-7127              | 
+--------------------------------------------------+-------------------------------------+ 
| Nikki Catrakilis-Wagner                          | Tel +27 11 562-9706                 | 
| email Nikki.Catrakilis-Wagner@goldfields.co.za   | Mobile +27 (0) 83 309-6720          | 
+--------------------------------------------------+-------------------------------------+ 
| Financial Adviser to Gold Fields                 |                                     | 
+--------------------------------------------------+-------------------------------------+ 
| Canaccord Adams                                  | Tel + 44 (0)207 050 6500            | 
+--------------------------------------------------+-------------------------------------+ 
| Robert Finlay                                    |                                     | 
+--------------------------------------------------+-------------------------------------+ 
| Henry Fitzgerald-O'Connor                        |                                     | 
+--------------------------------------------------+-------------------------------------+ 
 
 
Glencar 
 
 
Hugh McCullough    + 353 1 661 9974 
Kieran Harrington 
 
 
Financial Adviser to Glencar 
Davy Corporate Finance    + 353 1 679 6363 
 
 
Ivan Murphy 
Brian Corr 
 
 
Sources and basis of Information 
 
 
  *  The value of the entire issued and to be issued ordinary share capital of 
  Glencar is based upon 301,901,764 Glencar Shares in issue and 10,500,000 Glencar 
  Shares issuable to Glencar Optionholders under the Glencar Share Option Scheme, 
  as at 5 August 2009, where the exercise price of the options is less than or 
  equal to the Offer price. 
 
 
 
  *  Glencar Share prices are sourced from the London Stock Exchange (AIM) list. 
 
 
 
 
 
The directors of Gold Fields accept responsibility for the information contained 
in this announcement, other than that relating to Glencar, the Glencar Group, 
the directors of Glencar and members of their immediate families, related trusts 
and persons connected with them and the recommendation and related opinions of 
the Board of Glencar contained herein. To the best of the knowledge and belief 
of the directors of Gold Fields (who have taken all reasonable care to ensure 
that such is the case), the information contained in this announcement for which 
they accept responsibility is in accordance with the facts and does not omit 
anything likely to affect the import of such information. 
 
 
The directors of Glencar accept responsibility for the information contained in 
this announcement relating to Glencar, the Glencar Group, the directors of 
Glencar and members of their immediate families, related trusts and persons 
connected with them and the recommendation and related opinions of the Board of 
Glencar contained herein. To the best of the knowledge and belief of the 
directors of Glencar (who have taken all reasonable care to ensure such is the 
case), the information contained in this announcement for which they accept 
responsibility is in accordance with the facts and does not omit anything likely 
to affect the import of such information. 
 
 
Canaccord Adams, which is authorised and regulated in the United Kingdom by the 
Financial Services Authority, is acting exclusively for Gold Fields and no one 
else in connection with the Offer and Canaccord will not regard any other person 
as a client in relation to the Offer and will not be responsible to anyone other 
than Gold Fields for providing the protections afforded exclusively to its 
clients or for providing advice in relation to the Offer, the contents of this 
announcement or any transaction or arrangement referred to herein. 
 
 
Davy Corporate Finance, which is regulated by the Financial Regulator, is acting 
exclusively for Glencar and no one else in connection with the Offer and will 
not be responsible to anyone other than Glencar for providing the protections 
afforded to clients of Davy Corporate Finance or for providing advice in 
relation to the Offer, the contents of this announcement or any transaction or 
arrangement referred to herein. 
 
 
This announcement does not constitute an offer or invitation to purchase, sell, 
subscribe or exchange or the solicitation of an offer to purchase, sell, 
subscribe or exchange any securities or the solicitation of any vote or approval 
in any jurisdiction pursuant to the Offer or otherwise. 
 
 
Certain items in this announcement may include "forward-looking statements" 
concerning Glencar, the Glencar Group, Gold Fields, Gold Fields Limited and the 
Gold Fields Group. These statements are based on the current expectations of the 
management of Glencar, the Glencar Group, Gold Fields, Gold Fields Limited and 
the Gold Fields Group, as the case may be, and are naturally subject to 
uncertainty and changes in circumstances. Forward-looking statements include, 
without limitation, statements typically containing words such as "intends", 
"expects", "anticipates", "targets", "estimates" and words of similar import. By 
their nature, forward-looking statements involve risk and uncertainty because 
they relate to events and depend on circumstances that will occur in the future. 
Given these risks and uncertainties, investors should not place undue reliance 
on forward-looking statements as a prediction of actual results. Important 
factors that could cause actual results to differ materially from estimates or 
projections contained in the forward-looking statements include, without 
limitation: overall economic and business conditions in South Africa, Ghana, 
Australia, Peru, Mali and elsewhere; the ability to achieve anticipated 
efficiencies and other cost savings in connection with past and future 
acquisitions; the success of exploration and development activities; decreases 
in the market price of gold or copper; the occurrence of hazards associated with 
underground and surface gold mining; the occurrence of labour disruptions; 
availability, terms and deployment of capital or credit; changes in relevant 
government regulations, particularly environmental regulations and potential new 
legislation affecting mining and mineral rights; fluctuations in exchange rates, 
currency devaluations and other macroeconomic monetary policies; political 
instability in South Africa, Ghana, Peru, Mali or regionally in Africa or South 
America; the inability to obtain necessary regulatory approvals relating to the 
Offer or to obtain them on acceptable terms; the inability to successfully 
integrate Glencar within the Gold Fields Group or to realise synergies from such 
integration; costs related to the acquisition of Glencar; and the economic 
environment of the industries in which the Gold Fields Group and the Glencar 
Group operate. None of Glencar, the Glencar Group, Gold Fields, Gold Fields 
Limited or the Gold Fields Group undertake any obligation to update publicly or 
revise forward-looking statements, whether as a result of new information, 
future events or otherwise, except to the extent legally required. 
 
 
The distribution of this announcement in or into certain jurisdictions may be 
restricted by the laws of those jurisdictions, including Canada, Australia or 
Japan. Accordingly, copies of this announcement and all other documents relating 
to the Offer are not being, and must not be, mailed or otherwise forwarded, 
distributed or sent in, into or from any Restricted Jurisdiction. Persons 
receiving such documents (including, without limitation, nominees, trustees and 
custodians) should observe these restrictions. Failure to do so may constitute a 
violation of the securities laws of any such jurisdiction. 
 
 
Any response in relation to the Offer should be made only on the basis of the 
information contained in the Offer Document or any document by which the Offer 
is made. 
 
 
Pursuant to Rule 2.6(c) of the Irish Takeover Rules, this announcement shall be 
available to Glencar employees on Glencar's website (www.glencarmining.ie). 
 
 
Any person, who is a holder of one per cent. or more of Glencar Shares may have 
disclosure obligations under Rule 8.3 of the Irish Takeover Rules, effective 
from the date of the commencement of the Offer Period. 
 
 
Important Additional Information and Where to Find It 
 
 
In connection with the Offer, Gold Fields intends to mail to the shareholders of 
Glencar the Offer Document. Investors and shareholders of Glencar are urged to 
read the Offer Document and the other relevant materials when they become 
available because they will contain important information about Glencar or Gold 
Fields and the proposed Offer and related matters. 
 
 
 
 
In accordance with normal Irish and United Kingdom market practice, Gold Fields 
or its nominees, or its brokers (acting as agents) may from time to time make 
certain purchases of, or arrangements to purchase, Glencar Shares outside the 
United States, other than pursuant to the Offer, before or during the period in 
which the Offer remains open for acceptance. These purchases may occur either in 
the open market at prevailing prices or in private transactions at negotiated 
prices and shall comply with applicable laws and the Irish Takeover Rules. The 
Offeror will disclose purchases of Glencar Shares in the United States to the 
extent that such information is made public in Ireland or the United Kingdom. 
Neither the SEC nor any state securities commission has passed upon the adequacy 
or accuracy of the disclosure in the Offer Document. Any representation to the 
contrary is a criminal offence in the United States. 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
 ODPEAFPXEDLNEFE 
 

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