Gold Fields makes an offer for Glencar

24th Jul 2009 14:52



Not for release, publication or distribution, in whole or in part, in, into or from Canada, Australia, Japan or any other Restricted Jurisdiction.

24 July 2009

RECOMMENDED CASH OFFER FOR THE ENTIRE ISSUED AND TO BE ISSUED SHARE CAPITAL OF GLENCAR MINING PLC BY GOLD FIELDS METALS BV

Summary

The Board of Gold Fields Metals BV ("Gold Fields") and the Board of Glencar Mining plc ("Glencar") are pleased to announce that they have reached agreement on the terms of a recommended cash offer by Gold Fields for the entire issued and to be issued share capital of Glencar.

The Offer of Stg 9 pence per Glencar Share provides Glencar Shareholders with an opportunity to realise significant value in cash, at a very substantial premium to Glencar's pre-announcement share price of Stg4.38 pence.

Gold Fields is a wholly owned subsidiary of Gold Fields Limited, a South African incorporated company that is publicly traded under the symbol GFI on the JSE Limited (primary listing), the New York Stock Exchange, the Dubai International Financial Exchange, the Euronext in Brussels, and the Swiss Exchange. As of the date of this announcement, Gold Fields Netherlands B.V., another wholly owned subsidiary of Gold Fields Limited, owns 27,413,197 Glencar Shares in total, representing approximately 9.1 per cent of the issued share capital of Glencar.

Offer

Under the terms of the Offer, Glencar Shareholders will be entitled to receive: 

For each Glencar Share Stg 9 pence in cash

The Consideration values the entire issued and to be issued share capital of Glencar at approximately Stg£28.1 million.

The Consideration represents a premium of approximately:

105 per cent. over Stg4.38 pence, being the Closing Price of a Glencar Share on 23 July 2009, being the last Business Day prior to this announcement; and

116 per cent. over Stg 4.16 pence, being the average Closing Price of a Glencar Share for the three month period beginning on 23 April 2009 and ending on 23 July 2009, being the last Business Day prior to this announcement.

The Offer will be subject to the conditions set out in Appendix I and to the further terms to be set out in the Offer Document.

Recommendation of the Board of Glencar

The Glencar Directors, who have been so advised by Davy Corporate Finance, consider the terms of the Offer to be fair and reasonable and unanimously recommend that Glencar Shareholders accept the Offer as the Glencar Directors who are Shareholders (directly or indirectly) have irrevocably undertaken to do in respect of their own beneficial holdings, amounting to, in aggregate 6,911,583 Glencar Shares, which represents approximately 2.3 per cent. of the issued share capital of Glencar. In providing its advice, Davy Corporate Finance has taken into account the commercial assessments of the Glencar Directors. 

Comments of Glencar/Gold Fields on Offer

Commenting on the Offer on behalf of the Board of Glencar, Mr. Seán Finlay, the Chairman of the Board of Glencar, said:

"Glencar is pleased to announce this transaction, which is being unanimously recommended by the Board as being in the best interests of all shareholders. The Board carefully considered each of the strategic alternatives for Glencar and is satisfied that the Offer provides shareholders with both certainty and value. The Offer represents a substantial premium which recognises the intrinsic worth and potential of Glencar's assets and its people."

Commenting on the Offer on behalf of Gold Fields, Mr. Nick Holland, CEO of Gold Fields Limited, said:

"The proposed acquisition of Glencar is consistent with Gold Fields' regionalisation strategy, which includes growing its production in each of the West Africa, South America and Australasia regions to a million ounces per region within five years. We like Mali and this acquisition forms part of our strategy to grow our presence and footprint in the West African region. The Offer fairly values Glencar's existing resource base and exploration upside and we are excited about its future inclusion in the Gold Fields Group."

This summary should be read in conjunction with the full text of the following announcement. Appendix II contains sources and bases for certain information contained in this summary and the following announcement. Appendix III contains definitions of certain terms used in this summary and the following announcement.

Enquiries:

Gold Fields

Willie Jacobsz email [email protected]	Tel +1 508 839-1188 Mobile +1 857 241-7127
Nikki Catrakilis-Wagner email [email protected]	Tel +27 11 562-9706 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

Glencar

Hugh McCullough + 353 1 661 9974

Kieran Harrington

Financial Adviser to Glencar

Davy Corporate Finance + 353 1 679 6363 

Ivan Murphy

Brian Corr

The directors of Gold Fields and the directors of Gold Fields Limited accept responsibility for the information contained in this announcement, other than that relating to Glencar, the Glencar Group, the directors of Glencar and members of their immediate families, related trusts and persons connected with them and the recommendation and related opinions of the Board of Glencar contained herein. To the best of the knowledge and belief of the directors of Gold Fields and the directors of Gold Fields Limited (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.

The directors of Glencar accept responsibility for the information contained in this announcement relating to Glencar, the Glencar Group, the directors of Glencar and members of their immediate families, related trusts and persons connected with them and the recommendation and related opinions of the Board of Glencar contained herein. To the best of the knowledge and belief of the directors of Glencar (who have taken all reasonable care to ensure 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.

Davy Corporate Finance, which is regulated by the Financial Regulator, is acting exclusively for Glencar and no one else in connection with the Offer and will not be responsible to anyone other than Glencar for providing the protections afforded to clients of Davy Corporate Finance or for providing advice in relation to the Offer, the contents of this announcement or any transaction or arrangement referred to herein.

The full text of the conditions and reference to certain further terms of the Offer are set out in Appendix I.

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.

Certain items in this announcement may contain forward-looking statements that are based on current expectations or beliefs, as well as assumptions about future events. Forward-looking statements are statements that contain predictions or projections of future events or performance, and often contain words such as "anticipates", "can", "estimates", "believe", "expects", "projects", "will", "might", or other words indicating a statement about the future. These statements are based on Glencar's or Gold Fields', as applicable, current expectations and beliefs and are subject to a number of trends and uncertainties that could cause actual events to differ materially from those described in the forward-looking statements. Reliance should not be placed on any such statements because of their very nature, they are subject to known and unknown risks and uncertainties and can be affected by factors that could cause them to differ materially from those expressed or implied in the forward-looking statements. Glencar or Gold Fields, as applicable, can give no assurance that expectations will be attained. Risks, uncertainties and other important factors that could cause actual events to differ materially from those expressed or implied in the forward-looking statements include: uncertainties as to the timing of the closing of the Offer; uncertainties as to whether the Glencar Shareholders will accept the Offer; the risk that competing offers to acquire Glencar will be made; the possibility that various closing conditions for the Offer may not be satisfied or waived, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the Offer; the effects of disruption from the Offer making it more difficult to maintain relationships with employees, licensees, other business partners or governmental entities; other business effects, including the effects of industry, economic or political conditions outside of Gold Fields' or Glencar's control; transaction costs; actual or contingent liabilities; uncertainties as to whether anticipated synergies will be realised; and uncertainties as to whether Glencar's business will be successfully integrated with Gold Fields' business. Such forward-looking statements speak only as of the date of this announcement. Glencar or Gold Fields expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in Glencar's or Gold Fields' expectations with regard thereto or change in events, conditions, or circumstances on which any such statement is based.

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.

This announcement is made pursuant to Rule 2.5 of the Irish Takeover Rules.

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).

Any person, who is a holder of one per cent. or more of Glencar Shares may have disclosure obligations under Rule 8.3 of the Irish Takeover Rules, effective from the date of the commencement of the Offer Period.

To the extent permissible under applicable law and regulation, Gold Fields or its financial advisers, nominees or 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. Any information about such purchases will be disclosed as required in Ireland or the United Kingdom and communicated in the United States by way of an announcement by or on behalf of the Offeror. 

Important Additional Information and Where to Find It

In connection with the Offer, Gold Fields intends to mail to the shareholders of Glencar the Offer Document. Investors and shareholders of Glencar are urged to read the Offer Document and the other relevant materials when they become available because they will contain important information about Glencar or Gold Fields and the proposed Offer and related matters. 

This summary should be read in conjunction with the full text of the attached announcement and the appendices. 

Not for release, publication or distribution, in whole or in part, in, into or from Canada, Australia, Japan or any other Restricted Jurisdiction.

24 July 2009

RECOMMENDED CASH OFFER FOR THE ENTIRE ISSUED AND TO BE ISSUED SHARE CAPITAL OF GLENCAR MINING PLC

BY GOLD FIELDS METALS B.V. 

1.  Introduction

The Board of Gold Fields and the Board of Glencar are pleased to announce that they have reached agreement on the terms of a recommended cash offer for the entire issued and to be issued share capital of Glencar which Gold Fields intends to make. 

The Glencar Directors, who have been so advised by Davy Corporate Finance, consider the terms of the Offer to be fair and reasonable and unanimously recommend that Glencar Shareholders accept the Offer as the Glencar Directors who are Shareholders (directly or indirectly) have irrevocably undertaken to do in respect of their own beneficial holdings, amounting to, in aggregate 6,911,583 Glencar Shares, which represents approximately 2.3 per cent. of the issued share capital of Glencar.. In providing its advice, Davy Corporate Finance has taken into account the commercial assessments of the Glencar Directors.

The Offer will be subject to the conditions and further terms set out in Appendix I, which will also be set out in the Offer Document. Certain terms used in this announcement are defined in Appendix III.

Gold Fields is a wholly owned subsidiary of Gold Fields Limited. Gold Fields Limited is a South African company that is publicly traded under the symbol GFI on the JSE Limited (primary listing), the New York Stock Exchange, the Dubai International Financial Exchange, the Euronext in Brussels, and the Swiss Exchange. As of the date of this announcement, Gold Fields Netherlands B.V., another wholly owned subsidiary of Gold Fields, owns 27,413,197 Glencar Shares in total, representing approximately 9.1 per cent. of the issued share capital of Glencar, and has irrevocably undertaken to accept the Offer.

2.  The Consideration

Under the terms of the Offer, Glencar Shareholders will be entitled to receive:

For each Glencar Share Stg 9 pence in cash

The Offer values the entire issued and to be issued share capital of Glencar at approximately Stg£28.1 million.

The Consideration represents a premium of approximately:

105 per cent. over Stg4.38 pence, being the Closing Price of a Glencar Share on 23 July 2009, being the last Business Day prior to this announcement; and

116 per cent. over Stg4.16 pence, being the average Closing Price of a Glencar Share for the period beginning on 23 April 2009 and ending on 23 July 2009, being the last Business Day prior to this announcement.

The Glencar Shares will be acquired pursuant to the Offer fully paid or credited as fully paid and free from all liens, charges, equitable interests, encumbrances, rights of pre-emption and any other rights and interests of any nature whatsoever and together with all rights now and hereafter attaching thereto, including any voting rights and the right to receive and retain in full all dividends and other distributions (if any) declared, made or paid on or after the date of this announcement. 

3.  Background to and Reasons for Recommending the Offer

Following the termination of discussions (announced on 7 July 2009) between Gold Fields and Glencar on the Komana Joint Venture, Gold Fields considered its options and came to the conclusion that an approach should be made to Glencar with a view to making an offer for the entire issued share capital of Glencar. In the view of Gold Fields, this approach was a sensible and fair means of meeting the objectives of shareholders of Glencar to obtain a certain and fair value for their shares in Glencar, which gives due recognition to the assets of Glencar, without exposing the shareholders to the risks, uncertainties and potential dilution associated with funding the exploration of those assets while at the same time allowing Gold Fields the opportunity to consolidate its exploration activities in Mali.

The Board of Glencar has determined that it was advisable and in the best interests of Glencar and its Shareholders to accept the Offer as described in this announcement.

In reaching its determination, the Board of Glencar consulted with management and its financial and legal advisors, drew on its knowledge of the business, operations, properties, assets, financial condition, operating results, historical market prices and prospects of Glencar, and considered the following factors in favour of the Offer: 

the value of the Consideration to be received by Glencar Shareholders under the terms of the Offer and the fact that Glencar Shareholders will receive the Consideration in cash, which provides certainty of value to Glencar Shareholders;

the Consideration of Stg9 pence per Glencar Share represents a 105 per cent. premium over the Closing Price of a Glencar Share on 23 July 2009 (the last Business Day prior to the announcement of the Offer) and a 116 per cent. premium over the average Closing Price of a Glencar Share for the period beginning 23 April 2009 and ending on 23 July 2009 (the last Business Day prior to this announcement);

the opinion of Davy Corporate Finance expressed to the Board of Glencar that the Consideration is fair, from a financial point of view, to Glencar Shareholders;

historical and current information concerning Glencar's business, financial position, properties, management and current industry, economic and market conditions, including Glencar's prospects, if Glencar were to remain an independent company;

the ability of Glencar to fund successfully its potentially significant capital expenditure requirements and the risk to the share price if Glencar was not in a position to do this on favourable terms; and

Gold Fields' financial capability to make the Offer and pay the consideration in full; and

that since the termination of discussions on the Komana Joint Venture, announced on 7 July 2009, Glencar has had discussions with several third parties who have expressed an interest in Glencar and/or its assets. Discussions with one of these parties led to an approach which has not led to an indicative offer.

The foregoing discussion of the factors considered by the Board of Glencar is not intended to be exhaustive, but does set forth the principal factors considered by the Board of Glencar.

Consequently, the Board of Glencar considers the terms of the Offer to be fair and reasonable and unanimously recommends that Glencar Shareholders accept the Offer.

4.  Information on Glencar

Glencar is a Dublin-based exploration company with a focus on exploration and development of gold deposits in Africa. Glencar has found major gold deposits in Ghana, West Africa in the 1980s and in the 1990s. The company has operations in Mali and Ghana in West Africa and in Uganda in East Africa. Glencar is headquartered in Dublin, Ireland.

The Board of Glencar is being advised by Davy Corporate Finance.

5. Exploration Update on the Komana Project

In preparation for the previously proposed Komana Joint Venture with Glencar, Gold Fields has recently undertaken its own technical due diligence at Komana. A total of seven diamond drill holes were completed at Komana to confirm the drill results achieved by Glencar and to test for mineralization at depth. 

Three confirmatory diamond drill holes were completed next to three existing reverse circulation drill holes used to delineate the Komana resource. Two of these confirmatory drill holes revealed a possible sample contamination issue in the existing Glencar data which could be significant. 

Three of the holes drilled to test mineralization at depth intersected zones indicative of mineralization. No wide ore grade mineralised zones were intersected. The best grade intersected was 1 metre at 10.7g/t at a depth of 256-257 metres downhole. Other intersections included 3 metres at 1.6g/t and 1 metre at 1.9g/t. 

Gold Fields acknowledges that further work will need to be conducted at Komana in order to ascertain whether the issues described above have any impact on Glencar's publically announced mineral resource estimate. Gold Fields continues to believe in the regional prospectivity and Gold Fields wishes to continue to explore there.

Gold Fields has informed Glencar of the results of its findings and believes that in order to ensure that all shareholders in Glencar have equal access to the same information on Glencar it is necessary to disclose this information to the market at the same time as the announcement of the Offer. 

The Board of Glencar, based on preliminary investigations carried out, does not believe that the findings described above will have a material impact on the resource estimate previously announced by Glencar.

6.  Information on Gold Fields Limited

Gold Fields Limited is one of the world's largest unhedged producers of gold with attributable production of 4 million ounces per annum from nine operating mines in South Africa, Peru, Ghana and Australia. The company has total attributable ore reserves of 83 million ounces and mineral resources of 251 million ounces.

Gold Fields is being advised by Canaccord Adams.

Gold Fields' Reasons for the Offer

The combination with Glencar is consistent with Gold Fields' existing exploration focus and strategy and will expand its geographical presence thereby consolidating its regional presence in Mali. Gold Fields believes that there is considerable potential for Glencar as part of the Gold Fields Group. Gold Fields is a senior international gold producer and has both an active growth strategy and premier existing production. 

7.  Financing

The cash payable to Glencar Shareholders under the terms of the Offer will be financed out of Gold Fields' existing resources and facilities. Further information on the financing of the Offer will be set out in the Offer Document.

Full payment of the Consideration would involve a maximum cash payment of approximately Stg£28.1 million. Canaccord Adams, financial adviser to Gold Fields, is satisfied that the necessary financial resources are available to Gold Fields to satisfy in full the Consideration payable to Glencar Shareholders under the terms of the Offer.

8.  Directors, Management and Employees

The Board of Gold Fields confirms that, where employees of the Glencar Group have existing employment rights, including pension rights, under applicable laws, those rights will not be affected following the Offer becoming unconditional in all respects.

Upon the Offer becoming unconditional in all respects, the directors of Glencar intend to resign from the Board of Glencar.

9.  Glencar Share Options and Glencar Share Warrants

Appropriate proposals will be made to Glencar Optionholders and the Glencar Warrantholder in due course.

10.  Delisting, cancellation of trading and compulsory acquisition

If the Offer is declared unconditional in all respects and sufficient acceptances have been received to permit it to do so, 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.

It is intended that, subject to the Offer being declared unconditional in all respects, and subject to Gold Fields receiving sufficient acceptances of the Offer to permit it to do so, Gold Fields will procure that Glencar applies for cancellation of the admission to trading of the Glencar Shares on AIM and IEX. It is expected that such cancellation will take effect no earlier than 20 business days after Gold Fields has acquired or agreed to acquire 75% (seventy five per cent.) of the voting rights attached to the Glencar Shares.

11.  Non-Solicitation Undertaking

The non-solicitation undertaking provides that until the Offer is declared (or lapses or is withdrawn), Glencar has agreed that no member of the Glencar Group or any of their respective directors, officers, employees or advisers shall, among other things, solicit interest or initiate discussions or negotiations with any person with a view to that person acquiring control (as defined in the Takeover Rules) of Glencar and the directors of Glencar will not recommend another offer unless the consideration is more than 10% greater than the consideration payable under the Offer.

Except to the extent required by the Takeover Rules or the Panel, Glencar has also agreed to inform and keep informed Gold Fields of any inquiry with respect to or that would reasonably be expected to lead to a competing offer, the material terms of such competing offer and the identity of the person making any such inquiry or proposing a competing offer.

12.  Interests in Glencar

At 23 July 2009, Gold Fields Netherlands B.V., a wholly owned Subsidiary of Gold Fields Limited, owned 27,431,197 Glencar Shares representing approximately 9.1 per cent. of the issued share capital of Glencar.

Save as disclosed in paragraph 11 and this paragraph 12, neither Gold Fields nor, as far as Gold Fields is aware, any person acting in concert with Gold Fields, owns or controls any Glencar Shares or any securities convertible or exchangeable into, or rights to subscribe for or purchase, or holds any options to purchase any Glencar Shares or has entered into any derivative relating to Glencar Shares which remains outstanding or has any arrangements in relation to Glencar Shares.

So far as the directors of Gold Fields and Glencar are aware, no Arrangement exists with Gold Fields, Glencar or with any associate of Gold Fields or Glencar.

13.  General

The Offer will be subject to the conditions and further terms set out in Appendix I and to be set out in the Offer Document. The Offer Document will include full details of the Offer. The Offer Document will be despatched to Glencar Shareholders and, for information only, to Glencar Optionholders and Glencar Warrantholders, in due course. The Offer will be governed by Irish law and will be subject to the applicable requirements of the Irish Takeover Rules, the Irish Takeover Panel, the AIM and IEX rules and other applicable laws and regulation.

Gold Fields reserves the right at its discretion to effect the Offer as a scheme of arrangement under Section 201 of the Companies Act, 1963. In such event, the Offer will be implemented on the same terms (subject to appropriate amendments), in as far as is applicable, as those which apply to the Offer.

Details of the sources and bases of certain information set out in this announcement are included in Appendix II. 

This announcement is being made pursuant to Rule 2.5 of the Irish Takeover Rules.

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). 

Enquiries:

Gold Fields

Willie Jacobsz email [email protected]	Tel +1 508 839-1188 Mobile +1 857 241-7127
Nikki Catrakilis-Wagner email [email protected]	Tel +27 11 562-9706 Mobile +27 (0) 83 309-6720

Financial Adviser to Gold Fields

Canaccord Adams Limited	Tel + 44 (0)207 050 6500
Robert Finlay
Henry Fitzgerald-O'Connor

Glencar

Hugh McCullough +353 1 661 9974

Kieran Harrington

Financial Adviser to Glencar

Davy Corporate Finance + 353 1 679 6363

Ivan Murphy

Brian Corr

The directors of Glencar accept responsibility for the information contained in this announcement relating to Glencar, the directors of Glencar and members of their immediate families, related trusts and persons connected with them and the recommendation and related opinions of the Board of Glencar contained herein. To the best of the knowledge and belief of the directors of Glencar (who have taken all reasonable care to ensure 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.

The directors of Gold Fields and the directors of Gold Fields Limited accept responsibility for the information contained in this announcement, other than that relating to Glencar, the Glencar Group, the directors of Glencar and members of their immediate families, related trusts and persons connected with them and the recommendation and related opinions of the Board of Glencar contained herein. To the best of the knowledge and belief of the directors of Gold Fields and the directors of Gold Fields Limited (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.

Davy Corporate Finance, which is regulated by the Financial Regulator in Ireland, is acting exclusively for Glencar and no one else in connection with the Offer and will not be responsible to anyone other than Glencar for providing the protections afforded to clients of Davy Corporate Finance or for providing advice in relation to the Offer, the contents of this announcement or any transaction or arrangement referred to herein.

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.

The full text of the conditions and reference to certain further terms of the Offer are set out in Appendix I.

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.

Certain items in this announcement may contain forward-looking statements that are based on current expectations or beliefs, as well as assumptions about future events. Forward-looking statements are statements that contain predictions or projections of future events or performance, and often contain words such as "anticipates", "can", "estimates", "believe", "expects", "projects", "will", "might", or other words indicating a statement about the future. These statements are based on Glencar's or Gold Fields', as applicable, current expectations and beliefs and are subject to a number of trends and uncertainties that could cause actual events to differ materially from those described in the forward-looking statements. Reliance should not be placed on any such statements because, of their very nature, they are subject to known and unknown risks and uncertainties and can be affected by factors that could cause them to differ materially from those expressed or implied in the forward-looking statements. Glencar or Gold Fields as applicable, can give no assurance that expectations will be attained. Risks, uncertainties and other important factors that could cause actual events to differ materially from those expressed or implied in the forward-looking statements include: uncertainties as to the timing of the closing of the Offer; uncertainties as to whether the Glencar Shareholders will accept the Offer; the risk that competing offers to acquire Glencar will be made; the possibility that various closing conditions for the Offer may not be satisfied or waived, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the transaction contemplated by the Offer; the effects of disruption from the Offer making it more difficult to maintain relationships with employees, licensees, other business partners or governmental entities; other business effects, including the effects of industry, economic or political conditions outside of Gold Fields' or Glencar's control; transaction costs; actual or contingent liabilities; uncertainties as to whether anticipated synergies will be realised; uncertainties as to whether Glencar's business will be successfully integrated with Gold Fields' business; and other risks and uncertainties discussed in documents filed by Glencar. Such forward-looking statements speak only as of the date of this announcement. Glencar or Gold Fields expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in Glencar's or Gold Fields', as applicable, expectations with regard thereto or change in events, conditions, or circumstances on which any such statement is based.

The distribution of this announcement in or into certain jurisdictions, including Canada, Australia or Japan, may be restricted by the laws of those jurisdictions. 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.

This announcement is made pursuant to Rule 2.5 of the Irish Takeover Rules.

Any person, who is a holder of one per cent. or more of Glencar Shares may have disclosure obligations under Rule 8.3 of the Irish Takeover Rules, effective from the date of the commencement of the Offer Period.

To the extent permissible under applicable law and regulation, Gold Fields or its financial advisers, nominees or 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. Any information about such purchases will be disclosed as required in Ireland or the United Kingdom and communicated in the United States by way of an announcement by or on behalf of the Offeror.

Appendix I

Conditions of the Offer

The Offer complies with the Takeover Rules and, where relevant, the AIM Rules, the IEX Rules and the respective rules and regulations of the London Stock Exchange, the Irish Stock Exchange and the applicable provisions of the US federal securities laws and is subject to the terms and conditions set out in this announcement and to be set out in the Offer Document. The Offer and any acceptances thereunder will be governed by Irish law and subject to the exclusive jurisdiction of the courts of Ireland, which exclusivity shall not limit the right to seek provisional or protective relief in the courts of another state during or after any substantive proceedings have been instituted in Ireland, nor shall it limit the right to bring enforcement proceedings in another state on foot of an Irish judgment. 

The Offer will be subject to the following conditions:

(a)  valid acceptances being received (and not, where permitted, withdrawn) by not later than 3.00p.m. (Dublin time) on the initial closing date (or such later time(s) and/or date(s) as Gold Fields may, subject to the Irish Takeover Rules, decide) in respect of such number of Glencar Shares which represent in aggregate not less than 80 (eighty) per cent in nominal value of the Glencar Shares (or such lower percentage, being more than 50 (fifty) per cent. as Gold Fields may determine in its sole discretion;

(b) all filings having been made and all or any applicable waiting periods (including any extensions thereof) shall have terminated, lapsed or expired, as appropriate, in each case in connection with the Offer;

(c)  no Irish, South African or foreign, federal, state or local governmental commission, board, body, bureau, or other regulatory authority or agency, including courts and other judicial bodies, any competition, anti-trust or supervisory body or other governmental, trade or regulatory agency or body, securities exchange or any self-regulatory body or authority, including any instrumentality or entity designed to act for or on behalf of any of the foregoing, in each case, in any jurisdiction (each a "Governmental Authority") having instituted or implemented any action, proceeding, investigation, enquiry, reference or suit or having made, enforced, enacted, issued or deemed applicable to the Offer any statute, regulation or order or having withheld any consent which would or would reasonably be expected to:

(i)  make the Offer or its implementation, or the acquisition or proposed acquisition by Gold Fields of any shares in, or control of, Glencar, or any of the assets of Glencar, void, illegal or unenforceable under the laws of any jurisdiction or otherwise, directly or indirectly, restrain, revoke, prohibit, restrict or materially delay the same or impose additional or different conditions or obligations with respect thereto;

(ii)  result in a material delay in the ability of Gold Fields, or render Gold Fields unable, to acquire some or all of the Glencar Shares or result in or effect any divestiture of, or requirement to hold separate (including by establishing a trust or otherwise), or agree to restrict its ownership or operation of, any business or assets of Glencar, or to enter into any settlement or consent decree, or agree to any undertaking, with respect to any business or assets of Glencar ;

(iii)  impose any limitation on or result in a material delay in the ability of Gold Fields to acquire, or to hold or to exercise effectively, directly or indirectly, all or any rights of ownership of shares, Glencar Shares, (or the equivalent) in, or to exercise voting or management control over, Glencar or any Subsidiary or subsidiary undertaking of Glencar or on the ability of any member of the Glencar Group to hold or exercise effectively, directly or indirectly, rights of ownership of shares (or the equivalent) in, or to exercise rights of voting or management control over, any member of the Glencar Group;

(iv)  require any member of the Gold Fields Group or any member of the Glencar Group to acquire or offer to acquire any shares or other securities which constitute a substantial interest (or the equivalent) in, or any interest in any material asset owned by, any third party;

(v) except where the consequences thereof would not be material (in value terms or otherwise) in the context of the Glencar Group taken as a whole, impose any limitation on the ability of any member of the Glencar Group to integrate or co-ordinate its business, or any part of it, with the businesses of any member of the Gold Fields Group;

(vi) result in any member of the Glencar Group ceasing to be able to carry on business in any jurisdiction in which it currently does;

(vii) except where the consequences thereof would not be material (in value terms or otherwise) in the context of the Glencar Group taken as a whole, cause any member of the Glencar Group to cease to be entitled to any authorisation, order, recognition, grant, consent, clearance, confirmation, licence, permission or approval used by it in the carrying on of its business in any jurisdiction; or

(viii) except where the consequences thereof would not be material (in value terms or otherwise) in the context of the Glencar Group taken as a whole, otherwise adversely affect the business, profits, assets, liabilities, financial or commercial position of any member of the Glencar Group;

for the purposes of this Appendix I, the effects referred to in the foregoing paragraphs (i) through (viii) are referred to as a "Restraint."

(d)  having obtained (i) from any Governmental Authority any Clearances required to be obtained or made by the Glencar Group or Gold Fields in connection with the Offer (except, in each case, for any Clearance or additional instrument that does not impose a Restraint on Glencar or Gold Fields), and (ii) any third party Clearances required to be obtained to accept the Offer (except where the consequence thereof would not be material (in value terms or otherwise) in the context of the Glencar Group taken as a whole), it being understood that neither Glencar nor Gold Fields shall be required to make any material payments, other than filing or other fees payable to a Governmental Authority for seeking the relevant Clearance, all such Clearances remaining in full force and effect, there being no notified intention to revoke or vary or not to renew the same at the time at which the Offer becomes otherwise unconditional;

(e)  all applicable waiting periods and any other time periods during which any Governmental Authority could, in respect of the Offer or the acquisition or proposed acquisition of any shares or other securities (or the equivalent) in, or control of, Glencar or any member of the Glencar Group by Gold Fields, institute or implement any legal action, proceeding or suit under the laws of any jurisdiction which would be reasonably expected to have a material adverse effect (in value terms or otherwise) in the context of the Glencar Group taken as a whole), having expired, lapsed or been terminated;

 (f) there being no provision of any arrangement, agreement, licence, permit, franchise, facility, lease or other instrument to which any member of the Glencar Group is a party or by or to which any such member or any of its respective assets may be bound, entitled or be subject and which, in consequence of the Offer or the acquisition or proposed acquisition by Gold Fields of any shares or other securities (or the equivalent) in or control of Glencar or any member of the Glencar Group or because of a change of control or management of Glencar or otherwise, would or would be reasonably expected to result (except where, in any of the following cases, the consequences thereof would not be material (in value terms or otherwise) in the context of the Glencar Group taken as whole) in:

(i)  save as disclosed, any monies borrowed by, or any indebtedness or liability (actual or contingent) of, or any grant available to any member of the Glencar Group becoming, or becoming capable of being declared, repayable immediately or prior to their or its stated maturity;

(ii)  the creation or enforcement of any mortgage, charge or other security interest wherever existing or having arisen over the whole or any part of the business, property or assets of any member of the Glencar Group or any such mortgage, charge or other security interest becoming enforceable;

(iii)  any such arrangement, agreement, licence, permit, franchise, facility, lease or other instrument or the rights, liabilities, obligations or interests of any member of the Glencar Group thereunder, or the business of any such members with, any person, firm or body (or any arrangement or arrangements relating to any such interest or business) being terminated or adversely modified or any adverse action being taken or any obligation or liability arising thereunder;

(iv)  any assets or interests of, or any asset the use of which is enjoyed by, any member of the Glencar Group being or falling to be disposed of or charged, or ceasing to be available to any member of the Glencar Group or any right arising under which any such asset or interest would be required to be disposed of or charged or would cease to be available to any member of the Glencar Group otherwise than in the ordinary course of business;

(v)  any member of the Glencar Group ceasing to be able to carry on business, being prohibited from carrying on business or being subject to a restriction imposing a non-compete, exclusivity or similar restrictive covenant on the Glencar Group, in each case, in any jurisdiction;

(vi)  the value of, or financial or commercial position of any member of the Glencar Group being prejudiced or adversely affected; or

(vii) the creation of any liability or liabilities (actual or contingent) by any member of the Glencar Group;

unless, if any such provision exists, such provision shall have been waived, modified or amended on terms satisfactory to Gold Fields; 

(g)  save as publicly announced by Glencar (by the delivery of an announcement to the London Stock Exchange) since 31 December 2008 the Glencar Group has conducted its business in the ordinary course consistent with past practice in all material respects and in compliance in all material respects with all applicable laws and regulations and using reasonable endeavours to preserve substantially intact its business organisation and goodwill and keeping available the services of its executive officers and key employees and preserving the relationships with those Persons having business dealings with the Glencar Group, and no member of the Glencar Group having taken since 31 December 2008 any of the following actions (except as expressly required by the Offer, or to the extent Gold Fields shall consent in writing):

(i)  amend its memorandum and articles of association or its equivalent organisational documents;

(ii) (A) except pursuant to the exercise of the Glencar Share Options and Glencar Share Warrants granted prior to the date of this announcement and disclosed, issue or agree to issue any shares, or any rights or securities convertible or exchangeable into, or grant the right to call for the issue of, any shares, effect any share split, share combination, reverse share split, share dividend, recapitalisation, alter the rights attaching to any shares, or effect any reduction, repayment or cancellation of share capital or share premium or capitalise any reserves or redeem or buy-back any shares or other similar transaction, and (B) grant, confer or award any option, right, warrant, deferred stock unit, conversion right or other right not existing on the date of this announcement to acquire any of its shares (whether or not pursuant to the Glencar Share Option Scheme);

(iii) save as disclosed (A) increase any compensation payable to an employee or enter into any severance agreement, (B) grant any bonuses, (C) adopt any new employee benefit plan (including any share option, share benefit or share purchase plan) or pension scheme or amend any existing employee benefit plan or pension scheme (including, without prejudice to the generality of the foregoing, changing the entitlements to benefits under a pension scheme, or the benefits that accrue under a pension scheme, or the amounts payable thereunder, or the basis of calculation of such amounts, or the basis on which any pension scheme is funded), except for changes which are less favourable to participants in such plans or are required to implement the Offer, (D) commence or terminate the employment of any employee or proposed employee whose annual remuneration exceeds US$50,000, or (E) enter into or amend or otherwise modify any agreement or arrangement with Persons that are Affiliates or are officers or directors of Glencar;

(iv) (a) declare, set aside or pay any dividend or make any other distribution or payment (whether in cash, stock or other property) with respect to any Glencar Shares or allow any of Glencar's Subsidiaries to pay or make any such dividend, distribution or payment (other than dividends or distributions from a wholly owned Glencar Subsidiary to another Glencar Subsidiary or to Glencar), or (B) directly or indirectly redeem, purchase or otherwise acquire any of Glencar's Shares or any equity interest of any of Glencar Subsidiaries, other than in connection with (1) the acquisition of Glencar Shares from holders of Glencar Share Options or Glencar Share Warrant in full or partial payment of the exercise price payable by such holders upon exercise of Glencar Share Options or Glencar Share Warrant outstanding as of the date of this announcement, and (2) tax withholdings upon the exercise of Glencar Share Options;

(v) save as disclosed, merge with, enter into a consolidation with, enter into a scheme of arrangement with or acquire an interest in any Person or acquire a substantial portion of the assets or business of any Person or any division or line of business thereof, or otherwise acquire any assets other than in the ordinary course of business consistent with past practice, or enter into any agreement or arrangement for any of the above;

(vi) save as disclosed, other than in the ordinary course of business consistent with past practice, sell, lease, license, pledge, transfer, or otherwise dispose of or encumber any properties or assets of Glencar or of any of its Subsidiaries (including any accounts, leases, contracts or intellectual property or any assets or the stock of any of its Subsidiaries);

(vii) save as disclosed, (A) enter into any material joint venture or profit sharing agreement or (B) except where the consequences thereof would not be material (in value terms or otherwise) in the context of the Glencar Group taken as a whole), enter into or vary any contract, transaction, arrangement or commitment or announce its intention to enter into or vary any contract, transaction, arrangement or commitment (whether in respect of capital expenditure or otherwise) which is of a long term, onerous or unusual nature or magnitude or which is or would be materially restrictive on the business of any member of the Glencar Group;

(viii) (A) create, incur or suffer to exist any indebtedness for borrowed money except (1) such indebtedness which existed as of 31 December 2008 as reflected on the balance sheet included in Glencar's Annual Report for the financial year ended 31 December 2008 or (2) any indebtedness owed to Glencar by any of its direct or indirect wholly owned Subsidiaries, (B) guarantee indebtedness of another Person, or (C) issue, sell or amend any debt securities or warrants or other rights to acquire any debt securities of Glencar or any of its Subsidiaries, or guarantee any debt securities of another Person;

(ix) make any change to its methods, principles or practices of accounting currently in effect, except (A) as required by generally accepted accounting principles, (B) as required by a Governmental Authority or quasi-Governmental Authority (including the Financial Accounting Standards Board or any similar organisation), or (C) as required by a change in applicable law;

(x) make or change any tax election, settle or compromise any tax claim or amend any tax return;

(xi) save as disclosed, open or expand any facility or office;

(xii) settle or compromise any litigation or other disputes (whether or not commenced prior to the date of this announcement) other than settlements or compromises for litigation or other disputes where the settlement imposes no material (in this context, material shall mean material to either Glencar or Gold Fields) obligation other than the payment of cash and the amount paid in settlement or compromise, excluding any amounts that may be paid under existing insurance policies;

(xiii) save as disclosed, authorise, recommend, propose or announce an intention to adopt a plan of complete or partial liquidation or dissolution of Glencar or any of its Subsidiaries;

(xiv) incur any administration and exploration expenditure in excess of €70,000 per month;

(xv) other than in the ordinary course of business, modify, amend or terminate any material contract or agreement to which Glencar or any of its Subsidiaries is a party, or knowingly waive, release or assign any material rights or claims (including any write-off or other compromise of any accounts receivable of Glencar or any of its Subsidiaries); or 

(xvi) authorise any of, or commit or agree, in writing or otherwise, to take any of the foregoing actions, or otherwise agree to take any action inconsistent with any of the foregoing paragraphs (g)(i) to (xv);

(h)  save as disclosed and/or save as publicly disclosed by Glencar by the delivery of an announcement to the London Stock Exchange and/or the Irish Stock Exchange at any time up to 24 July 2009 (being the date of this announcement):

(i)  there not having arisen any adverse change or adverse deterioration in the business, assets, financial or commercial position or profits of Glencar or any member of the Glencar Group (save to an extent which would not have a material adverse effect (in value terms or otherwise) in the context of the Glencar Group taken as a whole);

(ii) no litigation, arbitration proceedings, prosecution or other legal proceedings to which any member of the Glencar Group is or would reasonably be expected to become a party (whether as plaintiff or defendant or otherwise) and no investigation by any Governmental Authority against or in respect of any member of the Glencar Group having been instituted or remaining outstanding by, against or in respect of any member of the Glencar Group (save where the consequences of such litigation, arbitration proceedings, prosecution or other legal proceedings or investigation are not or would not have a material adverse effect (in value terms or otherwise) in the context of the Glencar Group taken as a whole) and no litigation, arbitration proceedings, prosecution or other legal proceedings to which any member of the Glencar Group or the Wider Gold Fields Group is a party having been instituted by a third party (other than a Governmental Authority) which makes the Offer or its implementation, or the acquisition or proposed acquisition by Gold Fields of any shares in, or any of the material assets (which for this purpose means any intellectual property, or any assets that are material, in value terms or otherwise, in the context of the Glencar Group taken as a whole) of, Glencar or control of, Glencar, void, illegal or unenforceable under the laws of any jurisdiction or otherwise, directly or indirectly, restrains, revokes, prohibits, restricts or materially delays the same or imposes additional or different conditions or obligations with respect thereto; and

(iii) no contingent or other liability existing or having arisen which would reasonably be expected to affect adversely any member of the Glencar Group (save where such liability is not or would not be material (in value terms or otherwise) in the context of the Glencar Group taken as a whole);

(i)  save as disclosed and/or save as publicly disclosed by Glencar by the delivery of an announcement to the London Stock Exchange and/or the Irish Stock Exchange at any time up to 24 July 2009 (being the date of this announcement) Gold Fields not having discovered:

(i) that any financial, business or other information concerning the Glencar Group which has been disclosed is materially misleading, contains a material misrepresentation of fact or omits to state a fact necessary to make the material information contained therein not misleading, (save where the consequences of which would not be material (in value terms or otherwise) in the context of the Glencar Group taken as a whole); or

(ii) that any member of the Glencar Group is subject to any liability (actual or contingent) which is material (in value terms or otherwise) in the context of the Glencar Group taken as a whole;

(iii) in relation to any release, emission, discharge, disposal or other fact or circumstance which has caused or might impair the environment or harm human health, that any past or present member of the Glencar Group has acted in material violation of any laws, statutes, regulations, notices or other legal or regulatory requirements of any Third Party (except where the consequences thereof would not be material (in value terms or otherwise) in the context of the Glencar Group, taken as a whole);

(iv) that there is, or is likely to be, any liability, whether actual or contingent, to make good, repair, reinstate or clean up any property now or previously owned, occupied or made use of by any past or present member of the Glencar Group or any other property or any controlled waters under any environmental legislation, regulation, notice, circular, order or other lawful requirement of any relevant Authority (whether by formal notice or order or not) or Third Party or otherwise (save where such liability is not or would not be material (in value terms or otherwise) in the context of the Glencar Group taken as a whole); and

(v) the circumstances which exist which are likely to result in any actual or contingent liability to any member of the Glencar Group under any applicable legislation referred to in sub-paragraph (iv) above to improve or modify existing or install new plant, machinery or equipment or to carry out any changes in the process currently carried out (save where such liability is not or would not be material (in value terms or otherwise) in the context of the Glencar Group taken as a whole).

(j)  Save as disclosed, no member of the Glencar Group being in default under the terms or conditions of any facility or agreement or arrangement for the provision of loans, credit or drawdown facilities, or of any security, surety or guarantee in respect of any facility or agreement or arrangement for the provision of loans, credit or drawdown facilities to any member of the Glencar Group (save where such default is not or would not be material (in value terms or otherwise) in the context of the Glencar Group taken as a whole);

(k)  for the purposes of the conditions set out above:

(i)  "disclosed" means fairly disclosed in writing by or on behalf of Glencar to Gold Fields Group or its Representatives at any time up to the date hereof;

(ii) "Glencar Group" means Glencar and its Subsidiaries and subsidiary undertakings;

(iii)  "parent undertaking", "subsidiary undertaking", "associated undertaking" and "undertaking" have the meanings given by the European Communities (Companies: Group Accounts) Regulations, 1992;

(iv) "Gold Fields Group" means Gold Fields, and its parent undertaking and its Subsidiaries and subsidiary undertakings and any other Subsidiary or subsidiary undertaking of its parent undertaking;

(v)  "substantial interest" means an interest in 5 per cent. or more of the voting equity capital of an undertaking; and

(vi)  "Wider Gold Fields Group" means the Gold Fields Group, its associated undertakings and any entities in which any member of the Gold Fields Group holds a substantial interest.

3.  Subject to the requirements of the Panel, Gold Fields reserves the right (but shall be under no obligation) to waive, in whole or in part, all or any of the conditions other than (a) above;

4.  The Offer will lapse unless all of the conditions set out above have been fulfilled or (if capable of waiver) waived or, where appropriate, have been determined by Gold Fields in its discretion to be or to remain satisfied on the date on which the Offer becomes unconditional as to acceptances.

5.  If Gold Fields is required to make an offer for Glencar Shares under the provisions of Rule 9 of the Takeover Rules, Gold Fields may make such alterations to any of the above conditions as are necessary to comply with the provisions of that rule.

Appendix II

Sources and Bases of Information

1. Unless otherwise stated, the financial information relating to the Glencar Group is extracted from the audited consolidated financial statements of the Glencar Group for the relevant financial year.

2. The value of the entire issued and to be issued ordinary share capital of Glencar is based upon 301,901,764 Glencar Shares in issue and 10,500,000 Glencar Shares issuable to Glencar Optionholders under the Glencar Share Option Scheme, as at 23 July 2009, where the exercise price of the options is less than or equal to the Offer price.

3. Glencar Share prices are sourced from the London Stock Exchange (AIM) list.

4. References to a percentage of Glencar Shares are based on the number of Glencar Shares in issue as at 23 July 2009, being 301,901,764 Glencar Shares, but do not include any shares issuable to Glencar Optionholders under the Glencar Share Option Scheme or any shares issuable to the Glencar Warrantholder pursuant to the Glencar Share Warrant Instrument.

5. References to the irrevocable undertakings to vote in favour of the Offer are sourced from the signed Irrevocable Undertakings of the members of the Board of Glencar who are Glencar Shareholders.

Appendix III

Definitions

The following definitions apply throughout this announcement, unless the context requires otherwise: 

the "Act"			the Companies Act 1963 of Ireland, as amended;
"Affiliate"			with respect to any Person, any other Person controlling, controlled by or under common control with such Person. As used in this definition, "control" (including, with its correlative meanings, "controlled by" and "under common control with") means the possession, directly or indirectly, of power to direct or cause the direction of the management and policies of a Person whether through the ownership of voting securities, by contract or otherwise;
"AIM"			the Alternative Investment Market (AIM) of the London Stock Exchange;
"AIM Rules"			the rules for companies with a class of securities admitted to AIM published by the London Stock Exchange governing admission to and the operation of AIM;
"Arrangement"			any indemnity or option arrangement and any agreement or understanding, formal or informal, of whatever nature between two or more Persons, relating to Relevant Securities of Gold Fields or Glencar which is or may be an inducement to one or more such Persons to deal or refrain from dealing in such securities;
"Board of Glencar"			Hugh McCullough, Kieran Harrington, William Cummins, Sean Finlay and Philip O'Quigley;
"Board of Gold Fields"			Nick Holland, Tommy McKeith, Johan Pauley and Johan Pool;
"Business Day"			any day other than (a) a Saturday or Sunday, or (b) a day on which banking and savings and loan institutions are authorised or required by law to be closed in Ireland, the United Kingdom of Great Britain and Northern Ireland, South Africa or the United States;;
"Canaccord Adams"			Canaccord Adams Limited;
"Clearances"			all consents, clearances, licenses, permissions, waivers, approvals, authorisations or orders that need to be obtained, all applications and filings that need to be made and all waiting periods that may need to have expired, from or under the laws, regulations or practices applied by any Governmental Authority in connection with the implementation of the Offer and/or the Offer and, in each case, that constitute conditions; and any reference to conditions having been "satisfied" shall be construed as meaning that the foregoing have been obtained, or where appropriate, made or expired in accordance with the relevant condition;
"Closing Price"			the closing price of a Glencar Share as derived from the London Stock Exchange (AIM) list;
"Companies Acts"			means the Companies Acts, 1963 to 2005, Parts 2 and 3 of the Investment Funds, Companies and Miscellaneous Provisions Act 2006 and the Companies (Amendment) Act 2009, all statutory instruments which are to be read as one with, or construed or read together with or as one with, the Companies Acts and every statutory modification and re-enactment thereof for the time being in force;
"Consideration"			the cash consideration of Stg 9p per Glencar Share payable in cash to Glencar Shareholders for each Glencar Share acquired pursuant to the Offer;
"Davy Corporate Finance"		Davy Corporate Finance;
"directors of Glencar" or "the Board"			the board of directors of Glencar;
"directors of Gold Fields"			the board of directors of Gold Fields;
"euro" or "€" or "EUR" or "cent" or "c"			the single currency unit provided for in Council Regulation (EC) No 974/98 of 8 May 1998, being the lawful currency of Ireland;
"Financial Regulator"			the Irish Financial Services Regulatory Authority;
"Financial Services Authority"			the Financial Services Authority of the United Kingdom;
"Form of Acceptance"			the acceptance;
"Glencar"			Glencar Mining plc;
"Glencar Group" or the "Group"			Glencar, its Subsidiaries and associated undertakings;
"Glencar Optionholders"			the holders of options to subscribe for Glencar Shares under the Glencar Share Option Scheme;
"Glencar Share" or "Glencar Shares"			ordinary shares of €0.031, par value per share, each in the share capital of Glencar;
"Glencar Shareholders" or "Shareholders"			holders of Glencar Shares;
"Glencar Share Option Scheme"			the 2005 share option scheme of Glencar;
"Glencar Share Options"			options to subscribe for Glencar Shares pursuant to the Glencar Share Option Scheme;
"Glencar Share Warrants"			warrants to subscribe for Glencar Shares issued pursuant to the Glencar Share Warrant Instrument;
"Glencar" Share Warrant Instrument"			the warrant instrument dated 26 June 2008 executed by Glencar and creating warrants to subscribe for Glencar Shares;
"Glencar Warrantholder"			the holder of Warrants to subscribe for Glencar Shares pursuant to the Glencar Share Warrant Instrument;
"Gold Fields"			Gold Fields Metals B.V., a company incorporated in the Netherlands and a wholly owned Subsidiary of Gold Fields Limited;
"Gold Fields Group"			Gold Fields, and its parent undertaking and its Subsidiaries and subsidiary undertakings and any other Subsidiary or subsidiary undertaking of its parent undertaking;
"Gold Fields Limited"			Gold Fields Limited, a public limited company incorporated in South Africa;
"Gold Fields Netherlands B.V."			a Netherlands company that is a wholly owned Subsidiary of Gold Fields Limited;
"IEX"			the Irish Enterprise Exchange (IEX) of the Irish Stock Exchange;
"IEX Rules"			the rules for companies with a class of securities admitted to IEX published by the Irish Stock Exchange governing admission to and the operation of IEX;
"Ireland" or "Republic of Ireland"			Ireland excluding Northern Ireland and the word "Irish" shall be construed accordingly;
"Irish Stock Exchange"			The Irish Stock Exchange Limited;
"Listing Rules"			the listing rules of the Irish Stock Exchange (IEX) and the London Stock Exchange (AIM);
"the JSE Limited"			the JSE Limited, exchange of South Africa;
"the Komana Joint Venture"			Proposed joint venture between Gold Fields Limited and Glencar relating to Glencar's mine at Komana, Mali;
"Northern Ireland"			the counties of Antrim, Armagh, Derry, Down, Fermanagh and Tyrone on the island of Ireland;
"Offer"	the proposed acquisition by Gold Fields of Glencar by means of the Offer as described in this announcement;
"Offer Document"		a circular for distribution to Glencar Shareholders and Glencar Warrantholders and, for information only, to Glencar Optionholders containing: (i) the Offer and Form of Acceptance; (ii) such other information as may be required or necessary pursuant to the Act, the Exchange Act, the Takeover Rules or the Listing Rules; and (iii) such other information as Glencar and Gold Fields shall agree;
"Offer Period"			the period commencing on 24 July 2009 being the date of this announcement and ending on the earlier of the date on which the Offer becomes effective and/or the date on which the Offer lapses or is withdrawn (or such other date as the Panel may decide or the Takeover Rules dictate);
"Panel"			the Irish Takeover Panel;
"parent undertaking," "subsidiary undertaking,", "associated undertaking" and "undertaking"			have the meanings given by the European Communities (Companies: Group Accounts) Regulations, 1992;
"Person"			any individual, corporation, partnership, joint venture, association, trust, unincorporated organisation or other legal entity, or any governmental agency or political subdivision thereof;
"Relevant Securities" "Relevant Security"			under Rule 2 of the Takeover Rules, mean in relation to an offer: (i) securities of the offeree which are the subject of the offer or which confer voting rights; (ii) equity share capital of the offeree or the offeror; (iii) securities of the offeror which confer on their holders substantially the same rights as are conferred by any securities to be issued by the offeror as consideration under the offer; and (iv) securities or any other instruments of the offeree or the offeror conferring on their holders rights to convert into or to subscribe for new securities of any of the foregoing categories; and "Relevant Security" shall be construed accordingly; and references to relevant securities of an offeror shall include references to securities of any holding company of that offeror and to options (including traded options) in respect of, and derivatives referenced to, any securities of any such holding company;
"Representatives"			the directors, officers, employees, Affiliates, agents, investment bankers, financial advisors, attorneys, accountants, brokers, finders, consultants or representatives of Glencar or Gold Fields, or any of their respective Subsidiaries, as the case may be;
"Restricted Jurisdiction"			any jurisdiction in respect of which it would be unlawful for this announcement to be released, published or distributed, in whole or in part, in, into or from, including for the avoidance of doubt, Canada, Australia, and Japan;
"Subsidiary"  "Subsidiaries"			when used with reference to a Person, any corporation or other organisation, whether incorporated or unincorporated, of which such Person or any other subsidiary of such Person is a general partner or serves in a similar capacity, or, with respect to such corporation or other organisation, either (i) at least 50 per cent. of the securities or other interests having by their terms ordinary voting power to elect a majority of the board of directors or others performing similar functions is directly or indirectly owned or controlled by such Person or by any one or more of its subsidiaries, or by such Person and one or more of its subsidiaries, or (ii) the right to receive more than 50 per cent. of the net assets of such corporation or other organisation available for distribution to the holders of outstanding stock or ownership interests upon a liquidation or dissolution of such corporation or other organisation;
"Stg£" and "Stg pence"			United Kingdom sterling, the currency of the United Kingdom; and
"Takeover Rules"			the Irish Takeover Panel Act, 1997, Takeover Rules 2001-2008 (where applicable), the Irish Takeover Panel Act, 1997 and Substantial Acquisition Rules 2007 (where applicable).

Any reference to any provision of any legislation shall include any amendment, modification, re-enactment or extension thereof. Any reference to any legislation is to Irish legislation unless specified otherwise.

24 July 2009

ENDOFFCKQKQNBKDNOB

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