GEX Georgina Energy Plc

 

TIDMGEX 
 
RNS Number : 5989Y 
Gold Fields Ld 
07 September 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 September 2009 
 
 
 
 
RECOMMENDED CASH OFFER FOR THE ENTIRE ISSUED AND TO BE ISSUED SHARE CAPITAL OF 
GLENCAR MINING PLC BY GOLD FIELDS METALS BV 
 
 
OFFER DECLARED WHOLLY UNCONDITIONAL 
 
 
 
 
 
 
On 7 August 2009, Gold Fields Metals BV ("Gold Fields"), a wholly owned 
subsidiary of Gold Fields Limited, announced that the offer document (the "Offer 
Document") containing the full terms and conditions of the recommended cash 
offer by Gold Fields for the entire issued and to be issued share capital of 
Glencar Mining plc ("Glencar") (the "Offer") had been published and sent to 
eligible Glencar Shareholders, together with the Form of Acceptance. 
 
 
Gold Fields is pleased to announce that all the conditions of the Offer have now 
been satisfied or waived and that, accordingly, the Offer is declared 
unconditional in all respects. 
 
1. Levels of Acceptance 
 
 
Pursuant to paragraph (a) of Part A of Appendix I of the Offer Document, the 
Offer was made subject to valid acceptances being received in respect of such 
number of Glencar shares which represent in aggregate not less than 80 per cent. 
in nominal value of the Glencar Shares (or such lower percentage, being more 
than 50 per cent. as Gold Fields may determine in its sole discretion). 
 
 
As at 1.00 p.m. (Dublin time) on 4 September 2009, Gold Fields had received 
valid acceptances in respect of 252,927,920 Glencar Shares representing 
approximately 83.16 per cent. in nominal value of the existing issued ordinary 
share capital of Glencar. 
 
 
Gold Fields is therefore pleased to announce that the 80 per cent. acceptance 
condition in respect of the Offer has been satisfied. 
 
 
The total number of valid acceptances set out above includes acceptances 
received in respect of: 
 
(i)   6,911,583 Glencar Shares (representing, in aggregate, approximately 2.3 
per cent. in nominal value of the existing issued share capital of Glencar) 
which were subject to irrevocable commitments procured by Gold Fields from the 
directors of Glencar who are Glencar shareholders (directly or indirectly); and 
 
(ii) 90,231,197 Glencar Shares (representing, in aggregate, approximately 29.7 
per cent. in nominal value of the existing issued share capital of Glencar) 
which were subject to irrevocable commitments procured by Gold Fields from Gold 
Fields Netherlands Services BV, a person acting in concert with Gold Fields and 
another wholly owned subsidiary of Gold Fields Limited. 
Neither Gold Fields nor any of its associates have any outstanding irrevocable 
commitments or letters of intent in respect of Glencar Shares. 
 
 
Save as disclosed in this announcement, neither Gold Fields, nor any person 
acting in concert with Gold Fields, is interested in or has any rights to 
subscribe for, any Glencar Shares nor does any such person have any short 
positions in relation to Glencar Shares. 
 
2. Settlement 
 
 
The consideration due to Glencar Shareholders who have provided valid and 
complete acceptances under the Offer on or before the date of this announcement 
will be dispatched by 18 September 2009. The consideration due to Glencar 
Shareholders who provide valid and complete acceptances under the Offer after 
the date of this announcement but while the Offer remains open for acceptance 
will be dispatched within 14 days of such receipt. 
 
3. Offer open for acceptance 
 
 
The Offer will remain open for acceptance until further notice. 
 
4. Further Acceptances 
 
 
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. 
 
 
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, 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. 
 
 
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 
which was posted on 7 August 2009. 
 
5. Compulsory acquisition, delisting and cancellation of trading 
 
 
Gold Fields intends to apply the provisions of section 204 of the Companies Act, 
1963 to acquire compulsorily any Glencar Shares not acquired or agreed to be 
acquired pursuant to the Offer or otherwise on the same terms as the Offer. 
 
 
Gold Fields has requested that Glencar applies for cancellation of the admission 
to trading of the Glencar Shares on AIM and IEX. It is expected that this 
cancellation will take effect from 7.00 a.m. on Monday 5 October 2009. 
 
6. Other 
 
 
Terms used in this announcement shall have the same meaning given to them in the 
Offer Document, unless the context requires otherwise. 
 
 
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                        |                                     | 
+--------------------------------------------------+-------------------------------------+ 
Sources and basis of Information 
 
 
The existing issued ordinary share capital of Glencar is based upon 304,151,764 
Glencar Shares in issue and includes the 2,250,000 Glencar Options that were 
exercised on 11 August 2009. 
 
 
The directors of Gold Fields accept responsibility for the information contained 
in this announcement. 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. 
 
 
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. 
 
 
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. 
 
 
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). 
 
 
Important Additional Information and Where to Find It 
 
 
In connection with the Offer, Gold Fields has posted to the shareholders of 
Glencar the Offer Document. Shareholders of Glencar are urged to read the Offer 
Document and the other relevant materials 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 
 
 OUPEADNSEFNNEFE 
 

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