Gold Fields Ld - Re Scheme of Arrangement
17 Dezember 1999 - 3:25PM
UK Regulatory
RNS Number:7442C
Gold Fields Ld
17 December 1999
St helena gold mines limited
(Incorporated in the Republic of South Africa)
(Registration number 05/20743/06)
NASDAQ Trading symbol: SGOLY
("St Helena")
Gold fields Limited
(Incorporated in the Republic of South Africa)
(Registration number 68/04880/06)
("Gold Fields")
Further to the announcement dated Tuesday, 7 December 1999, the directors of
St Helena and Gold Fields are authorised to announce that:
- the High Court of South Africa (Transvaal Provincial Division) ("the Court")
has sanctioned the Scheme of Arrangement in terms of section 311 of the
Companies Act, 1973 (Act 61 of 1973), as amended, proposed by Gold Fields
between St Helena and its members other than Gold Fields ("the Scheme");
- the Order of Court has been registered by the South African Registrar of
Companies; and
- all other outstanding regulatory approvals required to implement the Scheme
have been obtained.
Consequently, the Scheme, as described in the circular to members of St Helena
dated 15 November 1999, will be implemented and become operative with effect
from the commencement of business on Monday,
20 December 1999. The Scheme will be deemed to be effective from the effective
date, being 1 July 1999.
Listings
With effect from the close of business on Friday, 17 December 1999, the
listing of St Helena shares on the Johannesburg Stock Exchange ("the JSE") and
trade in St Helena American Depository Receipts ("ADRs") on the NASDAQ
Small-Cap Market will be terminated.
With effect from the commencement of business on Monday, 20 December 1999 Gold
Fields shares issued and allotted to members of St Helena who are entitled to
receive such shares ("Gold Fields Consideration Shares") will be listed on the
JSE, the London Stock Exchange Limited, the Swiss Exchange (SWX) and the Paris
Bourse.
Gold Fields shares are tradeable in ADR (level 11) form and are listed on the
NASDAQ Small-Cap Market. Consequently, with effect from the commencement of
business on Monday, 20 December 1999, Gold Fields Consideration Shares will be
tradeable in ADR form on the NASDAQ Small-Cap Market.
Gold Fields shares are tradeable in International Depository Receipts ("IDR")
form on the Brussels Stock Exchange. Consequently, with effect from the
commencement of business on Monday, 20 December 1999 Gold Fields Consideration
Shares will be tradeable in IDR form on the Brussels Stock Exchange.
Surrender of Documents of Title
Existing members of St Helena, if they have not already done so and in order
to claim the Gold Fields Consideration Shares, are requested to surrender
their share certificates and/or documents of title ("Documents of Title") as
soon as possible to Computershare Services Limited, Edura, 41 Fox Street,
Johannesburg, 2001, South Africa.
Forms of surrender or Documents of Title for use by members of St Helena were
included in the circular posted to such members on 15 November 1999. Surrender
circulars incorporating further forms of surrender will be posted to all
existing members of St Helena on Monday, 20 December 1999.
Johannesburg
17 December 1999
Merchant bank to St Helena and adviser to the Scheme Members
Standard Corporate and Merchant Bank
(A division of The Standard Bank of South Africa Limited)
Registration number 62/00738/06
Attorneys to the Scheme
Edward Nathan & Friedland Inc.
Registration number 77/00525/21
Technical adviser
SRK Consulting
Engineers and Scientists
SteffenRobertson and Kirsten (South Africa) (Pty) Ltd
Registration number 95/12890/07
Sponsoring Broker to St Helena
Standard Equities (Pty) Ltd
Registration number 72/08305/07
Member of the Johannesburg Stock Exchange
Joint sponsoring brokers to Gold Fields South Africa
BoE Securities (Pty) Ltd
Member of the Johannesburg Stock Exchange
C0. Reg. No. 96/15589/07
Deutsche Bank Securities (Pty) Ltd
Registration number 73/06709/07
Member of the Johannesburg Stock Exchange
United Kingdom
Deutsche Bank
END
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