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Harmony - Further announcement regarding the proposed merger between Harmony and

Release Date: 20/10/2004 08:08:01      Code(s): HAR
Harmony - Further announcement regarding the proposed merger between Harmony and
          Gold Fields Limited                                                   
Harmony Gold Mining Company Limited                                             
(Incorporated in the Republic of South Africa)                                  
(Registration number 1950/038232/06)                                            
Share code: HAR     ISIN: ZAE000015228                                          
("Harmony")                                                                     
Further announcement regarding the proposed merger ("proposed merger") between  
Harmony and Gold Fields Limited ("Gold Fields")                                 
1.   Introduction                                                               
Further to the announcement released on SENS on 18 October 2004 ("proposed      
merger announcement"), Harmony announces that the offer document ("offer        
document") to the shareholders of Gold Fields ("Gold Fields shareholder")       
setting out the detailed information in relation to the proposed merger and the 
manner in which it will be implemented has been posted to Gold Fields           
shareholders today, 20 October 2004.                                            
In addition, a circular ("circular") to the shareholders of Harmony ("Harmony   
shareholders") setting out the detailed information in relation to the proposed 
merger and a notice of general meeting ("Harmony general meeting") at which the 
resolutions required to approve and implement the proposed merger ("Harmony     
resolutions") will be proposed, has been posted to Harmony shareholders today,  
20 October 2004.                                                                
2.   Structure of the proposed merger                                           
As stated in the proposed merger announcement, Harmony has irrevocably committed
to offer to acquire the entire issued share capital of Gold Fields in the       
following manner:                                                               
-    early settlement offer: an initial offer to acquire up to 34.9% of the     
entire issued share capital of Gold Fields on the basis set out below, not 
     subject to the tender of any minimum number of shares ("early settlement   
     offer"); and                                                               
-    subsequent offer: an immediate follow-on offer on the same terms as the    
early settlement offer for the balance of the entire issued share capital  
     of Gold Fields not already acquired by Harmony under the early settlement  
     offer ("subsequent offer").  The subsequent offer will be subject to       
     certain conditions precedent as set out in the offer document, including   
inter alia, the approval of the proposed merger by the Competition         
     Authorities and the proposed transaction between Gold Fields and IAMGold   
     Corporation Inc. ("proposed IAMGold transaction") not being implemented.   
Gold Fields" largest shareholder, JSC MMC Norilsk Nickel ("Norilsk"), has       
irrevocably committed to accept the subsequent offer and to vote against the    
proposed IAMGold transaction.                                                   
3.   The early settlement offer                                                 
Harmony will settle unconditionally valid acceptances received by no later than 
12h00 (South African time) on Friday, 26 November 2004, in respect of up to a   
maximum of 34.9% of the entire issued share capital of Gold Fields. Gold Fields 
shareholders will be entitled to tender for acceptance up to their entire       
holdings of Gold Fields shares.                                                 
Harmony intends to vote those Gold Fields shares that it acquires pursuant to   
the early settlement offer against any resolutions to be proposed to implement  
the proposed IAMGold transaction.                                               
3.1  Basis of settlement of the early settlement offer                          
In the event that valid acceptances in excess of 34.9% of Gold Fields"     
     entire issued share capital are received by no later than 12h00 (South     
     African time) on Friday, 26 November 2004 ("early settlement closing       
     date"), Harmony will settle that number of Gold Fields shares which equates
to 34.9% of the entire issued share capital of Gold Fields, on a pro rata  
     basis, with the Gold Fields shares tendered by accepting Gold Fields       
     shareholders scaled back accordingly.                                      
     Norilsk has irrevocably committed not to accept the early settlement offer 
in respect of its entire holding of approximately 20.03% of the entire     
     issued share capital of Gold Fields.  As a consequence, other Gold Fields  
     shareholders will be able to maximise their opportunity to participate in  
     the early settlement offer and will be able to realise a minimum of        
approximately 44% of their Gold Fields holdings under the early settlement 
     offer.  To the extent that any further Gold Fields shareholders do not take
     advantage of the early settlement offer, Gold Fields shareholders could    
     receive settlement for a greater percentage of their Gold Fields holdings, 
up to 100%.                                                                
     To the extent that shares tendered by Gold Fields shareholders for valid   
     acceptance under the early settlement offer are not settled as a result of 
     Harmony having received valid acceptances in excess of 34.9% of Gold       
Fields" entire issued share capital, such Gold Fields shareholders can     
     elect to either:                                                           
     -    have those Gold Fields shares which have not been settled under the   
          early settlement offer returned to them; or                           
-    tender those Gold Fields shares which have not been settled under the 
          early settlement offer for acceptance under the subsequent offer.     
     If Gold Fields shareholders make no such election, shareholders will be    
     deemed to have elected to tender those Gold Fields shares which have not   
been settled under the early settlement offer for acceptance under the     
     subsequent offer.                                                          
3.2  Entitlement to any increase in consideration                               
     To the extent that Harmony increases the consideration offered under the   
proposed merger after the early settlement closing date, those Gold Fields 
     shareholders who have already accepted the early settlement offer and have 
     received the consideration due to them under the early settlement offer    
     will remain entitled to receive the full benefit of any increased          
consideration due under any increased offer by Harmony, regardless of      
     whether they had subsequently disposed of their new Harmony shares.        
3.3  Conditions precedent to the early settlement offer                         
     The early settlement offer is subject only to the passing of the Harmony   
resolutions and the registration statement on Form F-4 ("registration      
     statement") with respect to the Harmony consideration shares being declared
     effective by the United States Securities Exchange Commission ("SEC").     
4.   Salient dates and times for the early settlement offer                     
2004/2005                        
 Offer document and circular posted (early     Wednesday, 20 October            
 settlement offer opens)                                                        
 Expected date of filing of the registration   Wednesday, 20 October            
statement by the SEC                                                           
 Harmony general meeting at 11h00              Friday, 12 November              
 Last day to trade on the JSE Securities       Friday, 19 November              
 Exchange South Africa ("JSE") to be eligible                                   
to participate in the early settlement offer                                   
 Shares trade ex the right to participate in   Monday, 22 November              
 the early settlement offer                                                     
 Early settlement closing date at 12h00 on     Friday, 26 November              
Announcement of the results of the early      Monday, 29 November              
 settlement offer on SENS on or about                                           
 Dematerialsed shareholders accepting the      Monday, 29 November              
 early settlement offer will have their                                         
accounts at their Central Securities                                           
 Depository Participant or broker credited on                                   
 or about                                                                       
 Share certificates for the Harmony            Monday, 29 November              
consideration shares posted to certificated                                    
 shareholders on or about                                                       
 Harmony consideration shares issued under     Monday, 29 November              
 the early settlement offer to be listed on                                     
the JSE in the "Mining - Gold mining" sector                                   
 of the JSE list on or about                                                    
Note:                                                                           
The dates and times indicated in the table above are subject to change and any  
such change will be released on SENS and published in the press.                
5.   The subsequent offer                                                       
Harmony has irrevocably undertaken, following completion of the early settlement
offer, to make an immediate follow-on offer on the same terms as the early      
settlement offer for the balance of the entire issued share capital of Gold     
Fields not already acquired by Harmony under the early settlement offer.        
6.   General                                                                    
Harmony has requested Gold Fields to provide it with an up to date copy of its  
share register.  On receipt, the offer document will be posted to any Gold      
Fields shareholder listed on the up to date share register, to whom a copy has  
not already been posted.  Copies of the offer document are available for        
collection by any Gold Fields shareholder from Harmony"s corporate office,      
Randfontein Office Park, Corner Main Reef Road and Ward Avenue, Randfontein or  
at Investec Bank Limited, 2nd Floor, 100 Grayston Drive, Sandown Sandton.       
Should any Harmony or Gold Fields shareholder have any questions regarding the  
proposed merger, the Harmony general meeting or require assistance in completing
either the form of acceptance accompanying the offer document or the form of    
proxy included in the circular, or have any other questions, United States of   
America ("US") shareholders are encouraged to make use of the toll free         
Shareholder Information Hotline on 1 800 322 2885 (or +1 212 929 5500 if calling
from outside the US); shareholders in South Africa are encouraged to make use of
the toll free Shareholder Information Hotline on 09800 3231 3233; and           
shareholders in the United Kingdom, France and Germany are encouraged to make   
use of the toll free Shareholder Information Hotline on 00 800 3231 3233 (or +44
20 7814 5018 from outside these countries).                                     
By order of the board                                                           
Marian van der Walt                                                             
Secretary                                                                       
Virginia                                                                        
20 October 2004                                                                 
ENQUIRIES                                                                       
HARMONY                                                                         
Ferdi Dippenaar   +27 11 684 0140   Corne Bobbert    +27 11 684                 
Marketing         +27 82 807 3684   Investor         0146                       
Director                            Relations        +27 83 380                 
                                                     6614                       
HSBC                                INVESTEC                                    
Adrian Coates     +44 20 7991 8888  Dennis Tucker    +27 11 286                 
Andrew Bell                         George Nakos     7324                       
Jan Sanders                         Andrew Brady                                
Tim Morgan-Wynne                    Kevin Kerr                                  
Graham                                                                          
Shuttleworth                                                                    
BEACHHEAD                           FINANCIAL                                   
DYNAMICS                                    
Jennifer Cohen    +27 11 214 2400   Nic Bennett      +44 20 7831                
Patrick Lawlor                      Charles          3113                       
                                    Watenphul                                   
Important Information for US Shareholders                                       
In connection with the proposed merger, Harmony will file with the SEC, a       
registration statement on Form F-4, which will include a preliminary prospectus 
and related exchange offer materials, to register the Harmony ordinary shares   
(including Harmony ordinary shares represented by Harmony ADSs) to be issued in 
exchange for Gold Fields ordinary shares held by Gold Fields shareholders       
located in the US and for Gold Fields ADSs held by Gold Fields shareholders     
wherever located, as well as a Statement on Schedule TO.  Investors and holders 
of Gold Fields securities are strongly advised to read the registration         
statement and the preliminary prospectus, the related exchange offer materials  
and the final prospectus (when available), the Statement on Schedule TO and any 
other relevant documents filed with the SEC, as well as any amendments and      
supplements to those documents, because they will contain important information.
Investors and holders of Gold Fields securities may obtain free copies of the   
registration statement, the preliminary and final prospectus and related        
exchange offer materials and the Statement on Schedule TO, as well as other     
relevant documents filed with the SEC, at the SEC"s web site at www.sec.gov and 
will receive information at an appropriate time on how to obtain transaction-   
related documents for free from Harmony or its duly designated agent.           
This communication is for information purposes only.  It shall not constitute an
offer to purchase or exchange or the solicitation of an offer to sell or        
exchange any securities of Gold Fields or an offer to sell or exchange or the   
solicitation of an offer to buy or exchange any securities of Harmony in the US,
nor shall there be any sale or exchange of securities in any jurisdiction in    
which such offer, solicitation or sale or exchange would be unlawful prior to   
the registration or qualification under the laws of such jurisdiction.  The     
distribution of this communication may, in some countries, be restricted by law 
or regulation.  Accordingly, persons who come into possession of this document  
should inform themselves of and observe these restrictions.  The solicitation of
offers to buy Gold Fields ordinary shares (including Gold Fields ordinary shares
represented by Gold Fields ADSs) in the US will only be made pursuant to a      
prospectus and related offer materials that Harmony expects to send to holders  
of Gold Fields securities.  The Harmony ordinary shares (including Harmony      
ordinary shares represented by Harmony ADSs) may not be sold, nor may offers to 
buy be accepted, in the US prior to the time the registration statement becomes 
effective.  No offering of securities shall be made in the US except by means of
a prospectus meeting the requirements of Section 10 of the United States        
Securities Act of 1933, as amended.                                             
General                                                                         
This announcement is published by and is the sole responsibility of Harmony.    
HSBC Bank plc ("HSBC") is acting for Harmony and no one else in connection with 
the proposed merger and will not be responsible to anyone other than Harmony for
providing the protections afforded to customers of HSBC, nor for providing      
advice in relation to the proposed merger.                                      
Investec Bank Limited ("Investec") is acting for Harmony and no one else in     
connection with the proposed merger and will not be responsible to anyone other 
than Harmony for providing the protections afforded to customers of Investec,   
nor for providing advice in relation to the proposed merger.                    
The information contained in this announcement speaks only as of the date       
indicated on the cover of this announcement unless the information specifically 
indicates that another date applies.                                            
Copies of this announcement are not being made, and must not be mailed,         
forwarded, transmitted or otherwise distributed or sent in or into Australia,   
Canada, Japan, the Republic of Ireland, the US or any other jurisdiction in     
which it is illegal to make the offer and persons receiving this announcement   
(including custodians, nominees and trustees) must not distribute, forward,     
mail, transmit or send it in or into or from Australia, Canada, Japan, the      
Republic of Ireland, the US or any such other jurisdiction.                     
Date: 20/10/2004 08:08:08 AM Supplied by www.sharenet.co.za                     
Produced by the JSE SENS Department                                             
                                                                                
                                                                                
                                                                                



                                        
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