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Gold Fields fantasist: Pastorini’s offer letter, $15bn bid promised Tuesday morning

We just can’t resist this. A letter has arrived at FT Alphaville “from the desk of Edward Pastorini & Partners,” describing himself/themselves as having “offices offshore in Argentina, Brazil, Italy, United Kingdom.”    
This follows last week’s Bloomberg story, when Pastorini first aired his plan to buy the world’s fourth largest gold producer.

Correspondence courtesy of Tony Tassell, the FT’s deputy markets editor.

FROM THE DESK OF EDWARD PASTORINI & PARTNERS

Gold Fields Ltd. Board of Directors
24 St. Andrews Rd.
Parktown, 2193, South Africa

Attention: Mr. Ian D. Cockerill, Chief Executive Officer

16 April 2007
Dear Board of Directors of Gold Fields Ltd.

Due to a Gold Fields Ltd executive leaking out some of our work on our future acquisition of Gold Fields Ltd to Bloomberg News without our authorization, coupled with the fact that Mr. Cockerill never answered our letter of 11 April, 2007, and as you know there have been ridiculous lies, outlandish conjectures, and wild exaggerations about us – simply because we have chosen to always remain private – just as your Gold Fields executive who leaked out our work to Bloomberg desperately wishes to remain private, - we have decided not to wait any longer to make our offer to Gold Fields Ltd.

Therefore, as of tomorrow morning, 17 April 2007, we are making you an offer, to acquire 100% of Gold Fields Ltd shares, for the higher of US$27 a share or 194 Rand, which is the equivalent at current Rand prices of 7.181 to the U.S. Dollar, for a total amount of US$15.15 billion, plus the assumption of all of Gold Fields Ltd debt.

The stock of Gold Fields has never traded as high as our offer price, so we are confident that all of your shareholders will accept our offer unanimously; in particular since we know from having contacted nearly every major gold company in the world about this acquisition, that only Newmont Mining or AngloAshantiGold would even consider topping our offer, and Rio Tinto, BHP Billiton, Anglo American, Xstrata, Lihir, Teck-Cominco, CVRD, and Freeport McMoran are either not interested in expanding their gold interests, or they are not interested in expanding more into Africa.

Our offer is a combination of: (a) cash from our LBO and corporate raider partners, (b) shares from certain gold companies who we know are interested in some of Gold Fields mines – including a South African company who would be interested in owning 90% of Driefontein, and another gold company who would be interested in owning a majority of your Ghana mines, and other gold companies who would love to own majority interests in South Deep, Kloof, and Beatrix, (c) 10% spin offs of each of Gold Fields’ major mines, and, (d) a special dividend to all Gold Fields shareholders, consisting of shares from Gold Fields’ Australian gold mines to South African citizens who are shareholders but are not allowed to own physical gold, and gold from Gold Fields Australian mines to shareholders who are citizens from other countries. No debt would need to be incurred using our very unique, but very doable, manner of acquisition.

On 11 April 2007, Gold Fields Ltd spokesperson Willie Jacobsz stated to all of the media that: “If Gold Fields did receive a serious offer, the firm would consider it”. Mr. Jacobsz also stated that: “The Board will consider any serious offer, given it presents value to the company’s shareholders”. Well our offer does exactly what Gold Fields states in its public release to the media: It creates huge value to Gold Fields shareholders.

We are prepared to move forward with our offer immediately, and to disclose exactly who we are to you, under certain conditions: (a) We would like to know the reason why your Gold Fields executive leaked our private documents to Bloomberg News, including his name and title, and if he or anyone connected to him committed insider trading, and if anyone else at Gold Fields or anywhere, were also privy to this executive’s possible criminal, and certainly unethical, actions – because we certainly did not sell any Gold Fields shares – as we wish to own 100% of Gold Fields; (b) We would like to receive a letter from you this week by email in reply to this letter, since we are offshore and very private, and phone calls do not give perfect clarity to their meaning; (c) We would like to receive a written assurance from you that when we disclose to you exactly who we, and who all of our partners and gold companies interested in Gold Fields mines are, that you will agree to meet with us as soon as possible to seriously consider our offer; but that in the event that you do not consider our offer – as Mr. Jacobsz stated you would, - that you will not under any circumstances disclose our identities to anyone outside of Gold Fields Ltd at any time in the future – particularly the media - of which a breach of that confidentiality would automatically constitute an admittance of breach on your parts, and which you would acknowledge that we would have substantial grounds to take legal action against you – since our continual privacy is extremely essential to us; and (d) We would ask that you keep your word to your shareholders to seriously consider our offer.

Gold Fields Ltd has some of the greatest gold mines in the world. If 100% of the company were taken private in 2007 and then 10% each of South Deep, Driefontein, Kloof, Beatrix, your Ghana mines, and one of your other mines were spun off in the markets in 2008 and 2009, we can assure you that the market values of each of those gold mines added together would significantly exceed US$20 billion at that time, particularly since we believe that gold prices will reach US$1,000 an ounce by 2010.

We look forward to hearing from you.

Sincerely,

Edward Pastorini & Partners

cc: The Financial Service Board
Rigel Park
446 Rigel Ave. South
Erasmusrand
Pretoria, South Africa
Attention: Gerhard van Deventer, Executive Director

______________________________________________________________________
email: xxxxxxxxxxxxxxx@xxx.xxx U.S. phone contact: (415) xxx-xxxx
(Offices offshore in Argentina, Brazil, Italy, United Kingdom)

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