GFSA G4s Plc

RNS Number:4447H
Gold Fields of South Africa Ld
17 March 2000


Gold Fields of South Africa Limited
(Registration number 05/04181/06)
(Incorporated in the Republic of South Africa)
("GFSA")

The distribution by GFSA of its shareholdings in Gold Fields Limited ("GFL")
and Northam Platinum Limited ("Northam") ("the share distribution")

1.Introduction
RMB Resources is authorised to announce the terms of the proposed share
distribution and details relating to the amendment to GFSA's articles of
association, which are required to facilitate the share distribution and
subsequent liquidation of GFSA.

2.Rationale 
The board of directors proposes proceeding with the next stage in the
restructuring of GFSA, which is the distribution of GFSA's and its
wholly-owned subsidiaries' entire shareholdings in GFL and Northam to the GFSA
shareholders. These shares are held as passive investments with no value being
added by GFSA. The share distribution will afford shareholders the opportunity
to obtain a direct interest and concomitant benefits in GFL and Northam and
should unlock shareholder wealth by narrowing the discount at which GFSA
shares trade relative to the value of GFSA's underlying investments.
To facilitate the share distribution and the subsequent liquidation of GFSA,
GFSA's articles of association must also be amended.

3.The share distribution
Subject to GFSA shareholder approval, GFSA and its wholly-owned subsidiaries
will distribute their holdings of GFL and Northam shares to the GFSA
shareholders as an unbundling transaction in terms of section 60 of the Income
Tax Act, 1993 (Act 113 of 1993), as amended.

Shareholders will be entitled to receive 5,837368 GFL shares and 128,649687
Northam shares for every 100 GFSA shares held on Friday 28 April 2000.
Fractional entitlements to GFL and Northam shares, resulting from the share
distribution, will not be transferred to shareholders but will be aggregated
and sold on the Johannesburg Stock Exchange ("JSE") for the benefit of the
shareholders concerned. 

4.Amendment to GFSA's articles of association
Subject to shareholder approval, GFSA's articles of association will be
amended to facilitate the share distribution and subsequent voluntary
liquidation. The proposed amendment authorises payments to be made in cash or
in specie to GFSA's shareholders in terms of section 90 of the Companies Act,
1973 (Act 61 of 1973), as amended.

5.Transfer of GFSA's listing
After the share distribution, GFSA's major asset will be cash with the only
significant investments being its shareholdings in New Wits Limited and
Vogelstruisbult Metal Holdings Limited.

The listing of GFSA on the JSE will accordingly be transferred from the
"Mining Resources - Mining Holdings and Houses" sector to the "Cash Companies"
sector of the JSE lists with effect from the commencement of business on
Tuesday 2 May 2000.

GFSA will continue to be listed on the London Stock Exchange and on the Paris
Bourse and in ADR form on the NASDAQ Stock Exchange.

6.Financial effects of the share distribution
The following table sets out the pro forma financial effects of the share
distribution per 100 GFSA shares held based on the following:
- the net asset value ("NAV") per 100 GFSA shares set out in the "Before"
column of the table has been based on the values attributable to GFSA's
underlying investments as at 31 December 1999. The closing share prices on the
JSE were used to determine the values attributable to GFL and Northam on that
date, being 2975 cents and 770 cents respectively; and
- the headline earnings per 100 GFSA shares set out in the "Before" column of
the table have been based on the pro forma headline earnings for the six
months ended 31 December 1999.

                      Before          1              2          3        After
                                    Per            Per
                     Per 100   5,837368     128,649687                 Per 100
                 GFSA shares GFL shares  Northam shares  Total of         GFSA
                        held      to be  to be received   Columns  shares held
                         (R)   received             (R)   1 and 2          (R)
                                    (R)                       (R)             
  
*Market price at  
2 March 2000          1 490         169            880      1 049          441
*Market price at
15 March 2000         1 685         169            984      1 153          532
** NAV                1 938         174            991      1 165          773
** Headline earnings     60           2             19         21           39

* A shareholder may evaluate the effect of the share distribution on the
market price of a GFSA share by adding the shareholder's estimated price of
the GFSA share, after the share distribution, to the price set out in Column 3
above and comparing the result to the market price set out in the "Before"
column. 2 March 2000 and 15 March 2000 are the dates prior to the publication
of the cautionary announcement and this announcement respectively.

** The effects of the share distribution on the NAV and headline earnings of
GFSA are reflected in the "Before" and "After" columns.
The net financial effect of the share distribution will be a 61% reduction in
the net asset value of a GFSA share.

7. Circular
A circular regarding the share distribution and the amendment to GFSA's
articles of association including a notice of a general meeting, will be
dispatched to GFSA shareholders on or about 27 March 2000.

Johannesburg

RMB RESOURCES
A Division of FIRSTRAND Bank Limited
Sponsoring broker

Standard Equities (Proprietary) Limited
(Registration number 72/08305/07)
(Member of the Johannesburg Stock Exchange)

Legal advisor
Bowman Gilfillan
Bowmann Gilfilan inc.
Reg.no. 98/21409/21

END
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