EXECUTION COPY
EXHIBIT 4.15
ADDENDUM NUMBER 1 TO THE REORGANIZATION AGREEMENT
ENTERED INTO BETWEEN
BEATRIX MINING VENTURES LIMITED
(REGISTRATION NO 1946/020743/06)
("BEATRIX")
DRIEFONTEIN CONSOLIDATED (PROPRIETARY) LIMITED
(REGISTRATION NO 1993/002956/07)
("DRIEFONTEIN")
KLOOF GOLD MINING COMPANY LIMITED
(REGISTRATION NO 1964/004462/06)
("KLOOF")
GFL MINING SERVICES LIMITED
(REGISTRATION NO 1997/019961/06)
("GFLMS")
GOLD FIELDS LIMITED
(REGISTRATION NO 1968/004880/06)
("GFL")
AND
NEWSHELF 706 LIMITED
(REGISTRATION NO 2002/03143/06)
("NEWCO")
1. DEFINITIONS AND INTERPRETATION
1.1 In this Addendum, unless the context clearly requires a different
interpretation, the following words and phrases shall have the
meanings assigned to them hereunder and cognate expressions shall have
corresponding meanings -
1.1.1 "ADDENDUM" means this addendum agreement;
1.1.2 "BUSINESS" means the business of developing, designing,
constructing, commissioning and operating a cut rose business
unit for the purposes of propagating, growing, harvesting,
marketing and selling roses exclusively for the export market;
1.1.3 "IDC" means Industrial Development Corporation of South Africa
Limited, a public company duly incorporated according to the laws
of the Republic of South Africa under registration number
1940/014201/06;
1.1.4 "LIVING GOLD" means a private company with limited liability to
be incorporated in accordance with the Companies Act;
1.1.5 "LIVING GOLD INVESTMENT" means collectively the Living Gold
Shares to be held BY Newco and the Living Gold Loans;
1.1.6 "LIVING GOLD LOANS" means any claims of whatsoever nature and
howsoever arising to be held by Newco against Living Gold;
1.1.7 "LIVING GOLD SHARES" means the ordinary shares with a par value
of R1,00 (one Rand) each in the issued share capital of Living
Gold;
1.1.8 "REORGANISATION ADDENDUM" means the reorganisation agreement
entered into by the Parties.
1.2 Words and phrases defined in the Reorganisation Agreement shall bear
the same meanings in this Addendum, except in so far as they are not
defined in this
MV21 Reorganisation Agreement Addendum 1
2
Addendum.
2. RECORDAL
It is recorded that -
2.1 the Parties entered into the Reorganisation Agreement on 25 July
2003;
2.2 GFLMS, acting as trustee for Living Gold, conducts the Business
as part of the sustainable development initiative of Gold Fields
and its Affiliates in respect of its South African operations;
2.3 Living Gold is in the process of being incorporated. On
incorporation, the issued share capital of Living Gold shall be
R100,00 (one hundred Rand), divided into 100 (one hundred) Living
Gold Shares and allotted and issued to the following shareholders
at their par value as follows -
2.3.1 Newco : 60 Living Gold Shares, representing 60% (sixty percent)
of the issued share capital of Living Gold:
2.3.2 IDC : 40 Living Gold Shares, representing 40% (forty percent)
of the issued share capital of Living Gold;
2.4 the Parties wish to amend the Reorganisation Agreement, subject
to the terms and conditions set out in this Addendum.
3. AMENDMENTS
The Parties wish to amend the Reorganisation Agreement by -
3.1 deleting clause 1.2.58 in its entirety and replacing it with the
following clause -
"1.2.58 "SA SERVICE DIVISION EMPLOYEES" means all employees of
GFLMS who are employed exclusively and directly in
respect of
MV21 Reorganisation Agreement Addendum 1
3
the SA Service Division, including XX Xxxxxxxx and XX
Xxxxxxx, but specifically excluding XX Xxxx and T
Xxxxxx;"
3.2 deleting clause 2.1.2 in its entirety and replacing it with the
following clause -
"2.1.2 Newco is a dormant shelf company having no significant
assets or liabilities other than the Living Gold
Investment"
3.3 deleting clause 3.1.8 in its entirety and replacing it with the
following clause -
"3.1.8 the obtaining of confirmation from the South African
Revenue Service that the disposals and distributions
contemplated in this Agreement fall within the ambit of
Sections 43 and 45 of the Income Tax Act and Section 11
(1)(e) of the VAT Act as well as a ruling in terms of
section 11 (a) of the Income Tax Act that the interest
payable by Newco in terms of this Agreement will be tax
deductible by Newco;"
Save for the above amendments, all the remaining provisions of the
Reorganisation Agreement shall continue to apply.
SIGNED AT PARK TOWN ON 8 AUGUST 2003
FOR: BEATRIX MINING VENTURES LIMITED
--------------------------------------
DIRECTOR
WHO WARRANTS THAT HE IS DULY AUTHORISED
THERETO
AS WITNESSES:
1.
---------------
2.
---------------
MV21 Reorganisation Agreement Addendum 1
4
SIGNED AT PARK TOWN ON 8 AUGUST 2003
FOR: DRIEFONTEIN CONSOLIDATED
(PROPRIETARY) LIMITED
-------------------------------------
DIRECTOR
WHO WARRANTS THAT HE IS DULY AUTHORISED THERETO
AS WITNESSES:
1.
---------------
2.
---------------
SIGNED AT PARK TOWN ON 8 AUGUST 2003
FOR: KLOOF GOLD MINING COMPANY LIMITED
---------------------------------------
DIRECTOR
WHO WARRANTS THAT HE IS DULY AUTHORISED THERETO
AS WITNESSES:
1.
---------------
2.
---------------
MV21 Reorganisation Agreement Addendum 1
5
SIGNED AT PARK TOWN ON 8 AUGUST 2003
FOR: GFL MINING SERVICES LIMITED
------------------------------------
DIRECTOR
WHO WARRANTS THAT HE IS DULY AUTHORISED THERETO
AS WITNESSES:
1.
---------------
2.
---------------
SIGNED AT PARK TOWN ON 8 AUGUST 2003
FOR: GOLD FIELDS LIMITED
--------------------------------------
DIRECTOR
WHO WARRANTS THAT HE IS DULY AUTHORISED THERETO
AS WITNESSES:
1.
---------------
2.
---------------
MV21 Reorganisation Agreement Addendum 1
6
SIGNED AT PARK TOWN ON 8 AUGUST 2003
FOR: NEWSHELF 706 LIMITED
----------------------------------------------
DIRECTOR
WHO WARRANTS THAT HE IS DULY AUTHORISED THERETO
AS WITNESSES:
1.
---------------
2.
---------------
MV21 Reorganisation Agreement Addendum 1
7
