Acq. of WMC Gold Assets

RNS Number:6068K
Gold Fields Ld
25 September 2001


GOLD FIELDS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1968/004880/06)
Share code:GFI   ISIN: ZAE000018123
("Gold Fields")

Gold Fields to acquire WMC gold assets in Western Australia

Gold Fields has today been advised by WMC Resources Limited ("WMC") that it is
the successful tenderer for the St. Ives and Agnew gold operations located in
Western Australia.

The St. Ives gold operation, located 80 kilometres south of Kalgoorlie,
produced in excess of 408,000 ounces in the year to December 2000 and has
reserves of approximately 3.2 million ounces. Agnew, 25 kilometres south west
of Leinster, produced in excess of 211,000 ounces in the same period and has
gold reserves of approximately 870,000 ounces.

Gold Fields has offered WMC US$180 million in cash, plus new shares in Gold
Fields to the value of US$52 million ("Gold Fields Shares"). The precise
number of Gold Fields Shares to be issued will:

* be determined at completion of the transaction with reference to the
weighted average price of Gold Fields' ADRs as quoted on NASDAQ for the 20
trading day period prior to completion (where one ADR represents one Gold
Fields Share);
* not exceed 19 million Gold Fields Shares;
* not be less than 12 million Gold Fields Shares.
Application will be made to have the Gold Fields Shares listed on the JSE
Securities Exchange South Africa and, in due course, on the remaining bourses
in Brussels (in IDR form), Paris, Switzerland and London. The shares will be
eligible to be traded on NASDAQ in the form of ADRs.

In addition, Gold Fields will pay to WMC a royalty based on future gold
production at St. Ives and Agnew calculated as follows:

* 4% of the Net Smelter Return of the gold produced from St. Ives to the
extent that cumulative production of gold, calculated from 1 January 2002,
exceeds 3.3 million ounces, subject to the spot price of gold exceeding A$400
per ounce;
* 4% of the Net Smelter Return of the gold produced from Agnew to the extent
that cumulative production of gold, calculated from 1 January 2002, exceeds
0.8 million ounces, subject to the spot gold price exceeding A$400 per ounce;
and
* 10% of the difference between the spot gold price and A$600 per ounce of
gold in respect of all gold produced from St. Ives and Agnew if the spot gold
price is in excess of A$600 per ounce, with effect from completion.

The royalties will be payable in cash, quarterly in arrears.

In calculating these royalties:

* Net Smelter Return is calculated with reference to the volume of refined
gold sold multiplied by the average spot gold price and the average exchange
rate for the relevant quarter less the realisation costs of refining,
transport and insurance;
* spot gold price refers to the average spot gold price for a particular
month; and
* royalties will only apply in relation to gold extracted from the tenements
and rights, which are the subject of the acquisition from WMC.
Unless completion of the transaction occurs prior to Gold Fields' annual
general meeting on 31 October 2001, Gold Fields' ability to issue the Gold
Fields Shares will require approval by its shareholders of the ordinary
resolution customarily proposed at its annual general meeting, placing its
unissued shares under the control of directors.

If, for any reason, shareholders do not agree to place the unissued Gold
Fields Shares under the control of directors, Gold Fields will settle the
equity component of the consideration in cash. In such event, the total
consideration payable to WMC for the assets will be US$225 million in cash.

In order to finance the acquisition and any subsequent working capital
requirements Gold Fields has arranged a fully underwritten facility of US$200
million from Barclays and Citibank. Repayment of the facility will be from
cash flows of the assets acquired but the obligations will be guaranteed by
Gold Fields.

The sale, is subject to the satisfaction of the following conditions
precedent:

* normal Australian regulatory approvals;
* completion of documents relating to the transaction; and
* the availability of finance for the acquisition under the negotiated credit
facility with Citibank and Barclays.

South African Reserve Bank approval has been obtained for the transaction.

The transaction does not have a material effect on the historical net asset
value and historical earnings per share of Gold Fields.

The transaction is expected to be completed before the end of the year.

Johannesburg
21 September 2001

Lead sponsor
  HSBC

Strategic adviser
  Salomon Smith Barney

Joint sponsor
  Deutsche Securities
  Member of the Deutsche Bank Group
  Deutsche Securities (SA) (Proprietary) Limited
  (Registration number 1995/011798/07)

Legal adviser
  Minter Ellison