Liquidation Distribution

RNS Number:2502X
Gold Fields of South Africa Ld
16 January 2001


GOLD FIELDS OF SOUTH AFRICA LIMITED
  (Incorporated in the Republic of South Africa)
  (Registration number 1932/004181/06)
  ("GFSA" or "the company")

Payment of a dividend in anticipation of winding-up,
the members' voluntary winding-up of GFSA and other matters

1. Introduction and rationale

The board of directors of GFSA ("the directors") has resolved to proceed with
a members' voluntary winding-up of GFSA in terms of sections 349 and 350 of
the South African Companies Act, 1973 (Act 61 of 1973), as amended ("the
winding up").

The company has disposed of all of its non-cash assets and after the payment
of all known liabilities will have cash resources of approximately R99 million
and in addition anticipates receiving final liquidation distributions from New
Wits Limited and Vogelstruisbult Metal Holdings Limited totalling R6.9
million. The company is now in a position where the directors consider it in
the best interests of shareholders for the company to distribute its surplus
cash to its shareholders and for the company to be voluntarily wound up by its
members.

2. Mechanics of the dividend payment and the winding-up

Subject to ratification by the members, the directors propose that GFSA makes
a cash payment of 85 cents per share on Wednesday 28 February 2001 ("the
advance liquidation dividend") to shareholders registered as such on Wednesday
21 February 2001 ("the record date"). The advance liquidation dividend will
comprise revenue profits derived during years of assessment which ended on or
after 31 March 1993.

GFSA will have no known liabilities at the date of the general meeting to be
convened to approve the winding-up ("the general meeting"). However, the
directors are of the view that it is prudent for GFSA to retain an amount of
cash to cover any liabilities associated with, or that may come to light
during, the winding-up process.

After payment of the advance liquidation dividend and the settlement of any
liabilities of GFSA which may arise and the costs associated with the
winding-up, any remaining cash will be distributed to shareholders by way of a
final liquidation distribution ("the final liquidation distribution").

The listing of GFSA, which is currently suspended on the JSE Securities
Exchange South Africa ("JSE"), the London Stock Exchange ("LSE") and the Paris
Bourse, will be terminated at the close of trading on Monday 5 February 2001.

3. Amendments to the articles of association

To facilitate the winding-up, resolutions will be proposed at the general
meeting to amend GFSA's articles of association:

- to provide for the forfeiture of unclaimed distributions after three years;
and
- to reduce the forfeiture period for unclaimed dividends from twelve years to
three years.

4. Conditions precedent

The payment of the advance liquidation distribution is conditional upon the
passing of the necessary ordinary resolution to ratify the payment of the
advance liquidation dividend.

The winding-up of is conditional upon the passing and registration of the
special resolution to wind up the company.

5. General meeting

The general meeting of shareholders will be held at 12:00 on Friday 16
February 2001 at The Court House, 2 Saxon Road, Sandhurst, Sandton to
consider, and if deemed fit, pass, with or without modification, the ordinary
and special resolutions necessary to amend the articles of association and
implement the advance liquidation dividend and the winding-up.

6. Financial effects

The effect of the payment of the advance liquidation dividend and the
winding-up on the net asset value ("NAV") per share in the hands of
shareholders is set out in the table below:

                              Estimate at the  
                              general meeting 
                 Actual (1)   date (2) (3)      Change
                 (cents)      (cents)           (%)
NAV per share    82           93                13 

Notes:

1. The actual NAV per share is based on the audited financial statements of
GFSA at 30 June 2000.

2. This NAV includes the 85 cents advance liquidation dividend and takes into
account the interest to be earned and all anticipated costs to be incurred by
GFSA in respect of the winding-up up to the date of the general meeting but
excludes the administrative liquidation costs which will be incurred after the
general meeting date, until confirmation of the liquidation and distribution
account.

3. Subject to the fulfilment of the conditions precedent, shareholders will
receive an advance liquidation dividend of 85 cents per share and a final
liquidation distribution, estimated at 8 cents less on-going liquidation
costs, after the approval of the final liquidation and distribution account.

7. Recommendation and undertaking

The directors recommend that shareholders vote in favour of the ordinary and
special resolutions to be proposed at the general meeting to approve the
amendments to GFSA's articles of association, the advance liquidation dividend
and the winding-up.

Those directors who hold GFSA shares have undertaken to vote in favour of all
the resolutions to be proposed at the general meeting.

8. Important times and dates
                                                           2001
Termination of the listing of GFSA shares on the JSE, 
the LSE and the Paris Bourse at the close of business on  Monday 5 February

Last day for lodging forms of proxy by
no later than 12:00 on                                    Thursday 15 February

General meeting to be held at 12:00 on                    Friday 16 February

Record date for shareholders to be registered as such 
in order to participate in the advance liquidation 
dividend by the close of business on                     Wednesday 21 February

Payment of the advance liquidation dividend to
shareholders who are registered as such on the record 
date on or about                                         Wednesday 28 February

Registration of special resolution to wind-up GFSA after Wednesday 28 February

Note:
All the above times are South African local time and any amendment to the
times and dates will be published in the press.

9. Documentation

A circular setting out full details of the proposed amendments to the articles
of association, the advance liquidation dividend and the winding-up will be
posted to shareholders on or before Thursday 25 January 2001.

Johannesburg
16 January 2001

RMB RESOURCES

Sponsoring broker
  Standard Equities (Proprietary) Limited
  (Registration number 1972/008305/07)
  (Member of the JSE Securities Exchange South Africa)
Legal advisers
  Bowman Gilfillan Inc.
  Reg. No. 1998/021409/21