A GFI (Gold Fields) anunciou hoje que vai proceder à venda de 15% das suas operações na Áfica do Sul à Mvela Resources. Esta operação está inserida no acordo (Black Economic Empowerment) imposto pelo governo sul-africano que determina que 26% da índústria mineira sul-africana fique nas mãos de empresários negros sul-africanos, facto este que deverá ocorrer nos próximos 10 anos. Como objectivo inicial foi estabelecido que nos próximos 5 anos deverá assistir-se à transferência de 15% dos 26% (objectivo final).
Deixo de seguida o anúncio oficial do acordo de venda dos 15% da GFI (só das operações sul-africanas) publicado na JSE Securities Exchange:
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Mvelaphanda Resources Limited
(Incorporated in the Republic of South Africa)
Registration number: 1980/001395/06
Share code: MVL ISIN: ZAE000037610
(Mvela Resources)
Gold Fields and Mvela Resources wish to announce that agreement in principle
has been reached in terms of which Mvela Resources will acquire a 15% beneficial
interest in the South African gold mining assets of Gold Fields for a
consideration of R4.1 billion to be payable in cash upfront, subject to the
fulfilment of the conditions precedent detailed in paragraph 11 (the
transaction).
2. The transaction and rationale
As part of the process of transforming the economy of South Africa, both Gold
Fields and Mvela Resources have identified the need to increase the interests of
historically disadvantaged South Africans (HDSAs) in the ownership structure
of Gold Fields. In addition, the scorecard attached to the Broad-Based Socio-
Economic Empowerment Charter for the South African Mining Industry (the Mining
Charter) has specified an HDSA ownership target of 15% of all South African
mining assets (equity or attributable units of production) within five years.
Gold Fields believes that this transaction encompasses both the spirit and
letter of the Mining Charter, on a basis which is commercially sustainable for
both Mvela Resources and Gold Fields and represents a major milestone for
transformation in South Africa. Mvela Resources and Gold Fields will together
proactively address the broader requirements of the Mining Charter necessary to
achieve this transformation.
Mvela Resources is a broad based mining empowerment company controlled by
Mvelaphanda Holdings (Proprietary) Limited. The direct and indirect shareholders
and beneficiaries in Mvela Resources include numerous established broad based
Black Economic Empowerment investment companies, several trusts representing
various historically disadvantaged individuals and companies, several community
based trusts and local charities.
Mvela Resources believes that the transaction will cement its position at the
forefront of the transformation of the South African mining industry.
From Gold Fields perspective, the transaction represents a significant
milestone in meeting the Mining Charter requirements. Furthermore, the proposed
transaction results in the full proceeds being paid upfront, on commercial terms
and for fair value, allowing Gold Fields to utilise the proceeds it receives to
further the growth of its operations.
3. Creation of a broad-based empowerment consortium
Mvela Resources has undertaken to facilitate the participation of other Black
Economic Empowerment groups in the transaction (the BEE consortium) by
inviting these groups to acquire a minority share of the effective 15% of the
assets made available by Gold Fields (the empowerment interest). Further
details relating to this broad based BEE consortium will be announced in due
course, but it is expected to include community based development trusts, broad
based empowerment mining companies, women and youth empowerment groupings.
4. Assets the subject of the transaction
The transaction relates to the current South African gold mining assets and
ancillary service entities of Gold Fields which include:
* the Beatrix mine;
* the Driefontein mine; and
* the Kloof mine (collectively the assets).
No non-South African investments, owned directly or indirectly, by Gold Fields,
form part of the assets.
5. Consideration and funding thereof
The consideration payable to Gold Fields on closure of the transaction for the
purchase of the empowerment interest will be R4.1 billion. Detailed life of mine
valuations have shown that the assets represent approximately 70% of Gold
Fields total value. As such, the purchase consideration of the empowerment
interest has been determined with reference to this percentage of Gold Fields
market capitalisation, based on the volume weighted average traded price of
ordinary shares in Gold Fields over the 30 business days prior to the date of
this announcement.
It is contemplated that the funding required for the consideration will be
sourced as follows:
* a significant equity capital raising by Mvela Resources;
* the provision by Gold Fields of vendor finance of R300 million
on commercial terms; and
* the raising of debt by Mvela Resources for the balance of the
purchase consideration.
Gold Fields will apply the proceeds arising from the transaction to further the
growth of its operations.
6. Nature of the empowerment interest
It is Mvela Resources intention to be a long term investor in Gold Fields.
Accordingly, Mvela Resources has undertaken not to dispose of the empowerment
interest:
* until the old order mining rights at each of the Kloof,
Beatrix and Driefontein mines have been converted to new
order mining rights in terms of the Mineral and Petroleum
Resources Development Act (Act No 28 of 2002); or
* the expiration of five years,
whichever is the later (the lock-in period), subject to the proviso that the
lock-in period cannot exceed seven years.
Thereafter, Gold Fields has a pre-emptive right to acquire the empowerment
interest should Mvela Resources wish to dispose of it at any time.
7. Ability for the BEE consortium to increase empowerment interest
During the lock-in period, should Gold Fields elect to increase the effective
ownership by HDSAs of the assets, other than in terms of employee incentive
schemes, Gold Fields will first offer Mvela Resources the opportunity to put
forward terms (if any) on which it would be prepared to increase its interest in
the assets.
8. Exchange into Gold Fields shares
It is contemplated that, after the expiration of the lock-in period, the
empowerment interest may be exchanged for new ordinary shares in Gold Fields as
follows:
* for a period of one year, Mvela Resources will have the right
to exchange the total empowerment interest for new ordinary
Gold Fields shares at any time during this one year period;
* similarly, for the same period, Gold Fields will have the
right to require the exchange of the empowerment interest into
new ordinary shares in Gold Fields at any time during this one
year period; and
* the number of new ordinary shares in Gold Fields will be
determined by calculating the ratio of the discounted cash
flow value of the assets relative to the discounted cash flow
value of Gold Fields and multiplying this ratio by the market
capitalisation of Gold Fields, determined with reference to
the volume weighted average traded price of shares in Gold
Fields over the 30 business days prior to the date on which
either Gold Fields or Mvela Resources exercises its right to
require the exchange.
The rights of Mvela Resources and Gold Fields to require the exchange of the
empowerment interest into new ordinary Gold Fields shares will fall away if the
shares in any entity or entities holding the assets are listed on any recognised
stock exchange.
9. Fairness opinion
The board of directors of Gold Fields has appointed JP Morgan to provide the
board with a fairness opinion as to whether the terms and conditions of the
transaction, once finalised, are fair and reasonable to Gold Fields
shareholders.
10. Detailed terms and structuring of the transaction
The provisions set out above constitute the key principles of the
transaction. The detailed terms and structure of the transaction, including
financing arrangements, are still to be finalised.
11. Conditions precedent
Implementation of the transaction will be subject to the conclusion of
definitive financing arrangements and legal agreements together with the
appropriate and necessary regulatory, third party, board and shareholder
approvals, to the extent required.
If definitive legal agreements are not concluded and all of the conditions
precedent are not fulfilled within 120 days from the date of this announcement,
the in-principle agreement in respect of the transaction will lapse. However,
the parties may extend the period allowed for fulfilment of the conditions
precedent by agreement in writing.
During this 120 day period, the parties have entered into an exclusivity
arrangement in terms of which they agree not to progress any similar transaction
with other parties. The parties have also agreed to negotiate with one another
in good faith with a view to concluding the definitive legal agreements referred
to above.
12. Cautionary announcement
A further announcement will be made on SENS and in the press as soon as all
the detailed terms of the transaction have been finalised. Accordingly, both
Gold Fields and Mvela Resources shareholders are advised to exercise caution
when trading in their securities until this detailed terms announcement is made.
Johannesburg
10 June 2003
Merchant Bank to Mvela Resources
Rand Merchant Bank
Corporate Finance
A Division of FirstRand Bank Limited
Financial Adviser and transactional sponsor to Gold Fields
JP Morgan
Attorneys to Mvela Resources for the transaction
Werksmans Incorporated
(Registration number 1990/007215/21)
Corporate law advisers and consultants to Gold Fields
Edward Nathan & Friedland (Pty) Ltd
Corporate Law advisers & Consultants
(Registration number 1999/026464/07)
Sponsor to Mvela Resources
PricewaterhouseCoopers
Corporate Finance (Pty) Ltd
(Registration number 1970/003711/07)
Date: 10/06/2003 03:00:08 PM Produced by the JSE SENS Department
O Clubeinvest.com informa que nenhuma da informação
aqui facultada deverá ser entendida como conselho ou recomendação
de qualquer tipo de transacção ou investimento.
