/ 7 December 2004

Gold Fields, Iamgold merger rejected

Shareholders of world number four gold-miner Goldfields on Tuesday voted down the merger of the group’s international assets with those of Canada’s Iamgold.

Gold Fields held an extraordinary general meeting on Tuesday to vote on the proposed merger of its mining assets, outside the South African Development Community, with the gold-mining assets of Canada’s Iamgold to form Gold Fields International.

A total of 48,2% of participating Goldfields shareholders voted in favour of the deal, but 50% plus one vote was required to pass the deal.

The long delay in the counting of votes was due to a major shareholder — which had initially voted its shares via proxy and which then attended the meeting and vote on Tuesday — changing its vote from its initial proxy vote.

This change in the vote made all the difference to the final result.

Earlier reports said a no-vote will vindicate Harmony chief executive Bernard Swanepoel’s contention that the Iamgold merger is a poor transaction that isn’t in Gold Fields’ shareholders interests, and will pave the way for Harmony’s bid to merge with Gold Fields to form the world’s largest gold-miner to continue.

At the close on Monday, Gold Fields’ shares on the JSE Securities Exchange was trading at 1,283 times Harmony’s share price, from 1,328 times earlier in the day, which is a premium of 0,6% to Harmony’s offer to Gold Fields shareholders of 1,275 Harmony shares for every Gold Fields security held.

The very slight premium to Harmony’s offer indicated that investors expected the Iamgold transaction result to be very, very close.

Russian mining group Norilsk Nickel — which has a 20,03% stake in Gold Fields — late last week confirmed that it had used its stake in Gold Fields to vote against the Iamgold deal via proxy. — I-Net Bridge

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