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HARMONY GOLD MINING COMPANY LIMITED - GOLD FIELDS

Release Date: 28/10/2004 13:13:28      Code(s): HAR
HARMONY GOLD MINING COMPANY LIMITED - GOLD FIELDS                               
LIMITED ("GOLD FIELDS") MANAGEMENT"S CAMPAIGN TO                                
DISENFRANCHISE GOLD FIELDS SHAREHOLDERS                                         
Harmony Gold Mining Company Limited                                             
(Incorporated in the Republic of South Africa)                                  
(Registration number 1950/038232/06)                                            
Share code: HAR     ISIN: ZAE000015228                                          
("Harmony")                                                                     
GOLD FIELDS LIMITED ("GOLD FIELDS") MANAGEMENT"S                                
CAMPAIGN TO DISENFRANCHISE GOLD FIELDS SHAREHOLDERS                             
Harmony notes Gold Fields management"s further attempts                         
to frustrate the ability of Gold Fields shareholders to                         
assess the merits of Harmony"s offers. The purpose of                           
these tactics is clearly to divert attention away from                          
the fundamental issues of shareholder value and to                              
prevent Gold Fields shareholders from benefiting from the                       
significant value inherent in the Harmony offers.                               
Harmony questions whether these tactics are designed to                         
serve the interests of Gold Fields shareholders or a                            
separate agenda being pursued by the Gold Fields board                          
and management.                                                                 
To date, the Gold Fields board and management has adopted                       
the following tactics:                                                          
- Withholding the register of Gold Fields members in an                         
attempt to prevent Gold Fields shareholders from                                
receiving Harmony"s offer document.  This tactic failed                         
when the Securities Regulation Panel ("SRP") instructed                         
Gold Fields management to release the register.                                 
- Threatening to interdict Harmony from posting the offer                       
document.  This threat was subsequently withdrawn.                              
- Challenging the SRP"s approval of Harmony"s offers as                         
being fully compliant with the requirements of the SRP                          
Code.  This challenge is based solely on the erroneous                          
and mischievous speculation that there is some form of                          
concertedness between Harmony and Norilsk.  Harmony has                         
already categorically denied that any such alleged                              
concertedness exists.                                                           
Applying to the Competition Authorities, alleging that                          
Harmony"s early settlement offer is a notifiable merger                         
and, as such, cannot proceed in advance of clearance by                         
the Competition Authorities.  This is incorrect as, under                       
the early settlement offer, Harmony will not be in a                            
position to exert control over Gold Fields.  Harmony"s                          
ability to control Gold Fields will only arise following                        
the successful completion of the subsequent offer, which                        
is conditional on clearance by the Competition                                  
Authorities.                                                                    
- On 25 October 2004, the Bank of New York, on behalf of                        
Gold Fields, notified the New York Stock Exchange                               
("NYSE") that Gold Fields intended to bring forward the                         
date of its general meeting, at which Gold Fields                               
shareholders will be asked to vote on the IAMGold                               
transaction, from 7 December 2004 to 11 November 2004.                          
Gold Fields management has subsequently made the                                
extraordinary claim that this was a miscommunication.                           
Gold Fields shareholders should be aware that such an                           
acceleration of the general meeting would effectively                           
disenfranchise holders of its American Depositary Shares                        
("ADSs"), in that Gold Fields ADS holders would not                             
receive their documentation in sufficient time to lodge                         
their forms of proxy. In the absence of proxies from the                        
ADS holders, Gold Fields management could attempt to vote                       
the entirety of those ADS holdings at their sole                                
discretion.  Harmony notes that Gold Fields has not yet                         
amended the record date of 29 October 2004 communicated                         
by the Bank of New York to the NYSE and questions                               
whether, to the extent that the general meeting is held                         
after 11 November 2004, such record date should also be                         
later in order to ensure that the maximum number of Gold                        
Fields ADS holders on the register as at the date of the                        
general meeting are able to vote on a matter that is of                         
material significance to them.                                                  
- Applying to the High Court for an interdict to prevent                        
Harmony from implementing the offers.  The success of                           
Gold Fields" obscure legal argument is dependant on Gold                        
Fields proving that Harmony"s offers are effectively a                          
capital raising directed at the general public.                                 
Harmony"s offers are not offers for subscription to the                         
public, but rather share exchange offers open only to                           
Gold Fields shareholders.                                                       
Gold Fields shareholders are reminded that, under the                           
proposed IAMGold transaction, Gold Fields management are                        
proposing to confine Gold Fields own activities to the                          
Southern African Development Community and to dispose of:                       
- Gold Fields" entire international asset portfolio;                            
- Gold Fields" entire exploration portfolio;                                    
- substantially all of Gold Fields" net cash resources;                         
- 75% of Gold Fields" operating cash flows;                                     
- all of Gold Fields" growth potential; and                                     
- Gold Fields" ability to pay dividends going forward.                          
Harmony estimates that in order for Gold Fields                                 
shareholders to recover the value leakage inherent within                       
the proposed IAMGold transaction, Gold Fields                                   
shareholders would have unnecessarily paid IAMGold                              
shareholders a premium of some 108% or US$900 million.                          
Harmony continues to believe that the frustrating actions                       
by Gold Fields management are a frivolous and                                   
increasingly desperate attempt to prevent Gold Fields                           
shareholders from exercising their right to choose                              
between the substantial value implicit in Harmony"s                             
offers and the enlarged group going forward and the                             
substantial destruction of Gold Fields shareholder value                        
inherent in the proposed IAMGold transaction.                                   
Marian van der Walt                                                             
Secretary                                                                       
28 October 2004                                                                 
Virginia                                                                        
Harmony                                                                         
Ferdi          +27 11 684 0140        Corne Bobbert  +27 11 684                 
Dippenaar      +27 82 807 3684        Investor       0146                       
Marketing                             Relations      +27 83 380                 
Director                                             6614                       
HSBC                                  INVESTEC                                  
Adrian Coates  +44 20 7991 8888       Dennis Tucker  +27 11 286                 
Jan Sanders                           Kevin Kerr     7324                       
Tim Morgan-                           George Nakos                              
Wynne                                 Andrew Brady                              
Graham                                                                          
Shuttleworth                                                                    
FINANCIAL                             MERRILL LYNCH                             
DYNAMICS                                                                        
Nic Bennett    +44 20 7831 3113       Mark Durr      +27 11 305                 
Charles                               Pat Egan       5811                       
Watenphul                                                                       
BEACHHEAD                                                                       
Jennifer       +27 11 214 2400                                                  
Cohen                                                                           
Patrick                                                                         
Lawlor                                                                          
In connection with the proposed acquisition of Gold                             
Fields, Harmony has filed a registration statement on                           
Form F-4, which includes 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 United States 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 United States Securities and Exchange                            
Commission ("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 (when available), related exchange offer                             
materials and the Statement on Schedule TO, as well as                          
other relevant documents filed or to be filed with the                          
SEC, at the SEC"s web site at www.sec.gov.  Investors and                       
holders of Gold Fields securities 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, 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 United States will only be made pursuant to a                            
prospectus and related offer materials that Harmony has                         
sent 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 United States prior to                        
the time the registration statement becomes effective.                          
No offering of securities shall be made in the United                           
States except by means of a prospectus meeting the                              
requirements of Section 10 of the United States                                 
Securities Act of 1933, as amended.                                             
.                                                                               
Joint financial advisers and           Co-financial                             
investment banks                       adviser                                  
HSBC               Investec            Merrill Lynch                            
Joint transaction sponsors             Attorneys                                
Investec           Merrill Lynch       Cliffe Dekker                            
Hogan and Hartson                        
Date: 28/10/2004 01:13:37 PM Supplied by www.sharenet.co.za                     
Produced by the JSE SENS Department                                             
                                                                                
                                                                                
                                                                                



                                        
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