HARMONY GOLD MINING COMPANY LIMITED - LET THE SHAREHOLDERS DECIDE Release Date: 04/11/2004 07:21:20 Code(s): HAR HARMONY GOLD MINING COMPANY LIMITED - LET THE SHAREHOLDERS DECIDE
HARMONY GOLD MINING COMPANY LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1950/038232/06)
Share code: HAR ISIN: ZAE000015228
("Harmony")
LET THE SHAREHOLDERS DECIDE
Following the presentation today of Gold Fields Limited"s ("Gold Fields") formal
defense, Harmony feels all the more confident that its offers provide a
significantly more attractive value proposition to Gold Fields" shareholders:
"There is nothing new in this presentation to change our view that our offers
provide better value for Gold Fields" shareholders than a future under
Gold Fields" current management. The very nature of their defense illustrates
the fact that this is a management which is playing catch-up with the issue
of mine efficiency in South Africa," said CE Bernard Swanepoel.
Harmony has clearly demonstrated that Gold Fields is proposing to deliver its
cash, operating cashflow, growth potential and management control of its
international assets to IAMGold Corporation, Inc. ("IAMGold") shareholders to
the detriment of its own shareholder base at a substantially discounted price.
Today"s defense of its IAMGold transaction was particularly feeble, being
substantially that, Gold Fields is contractually obliged to follow the
transaction through to conclusion.
In contrast, the Harmony transaction comes with an up-front premium of 29%,
based on the unaffected share prices*, and will create a new international gold
major with a compelling equity story and enhanced investor appeal.
Responding to the comment made today by Ian Cockerill regarding his open letter
of yesterday, Bernard said: "I am disappointed that Ian has not yet chosen to
treat my letter in the constructive manner in which it was intended. However, I
continue to have confidence that Gold Fields" shareholders will benefit from the
value proposition embedded in our premium offer. As Ian mentioned at his
presentation today "the market is the final arbiter" and I am more than happy to
let the shareholders decide."
We will be providing a detailed analysis and response in due course. We urge
all Gold Fields shareholders to vote against the IAMGold transaction and to
accept the Harmony offer.
Marian van der Walt
Secretary
3 November 2004
Virginia
a premium to the average of the daily volume weighted average price of Gold
Fields shares on the JSE Securities Exchange SA for the 30 Business day ending
14 October 2004.
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 American Depositary
Shares (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 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. The preliminary prospectus and other transaction-related documents
may be obtained for free from MacKenzie Partners, Inc., the information agent
for the U.S. offer, at the following address: 105 Madison Avenue, New York, New
York 10016; telephone 1 (212) 929 5500 (call collect) or 1 (800) 322 2885 (toll-
free call); e-mail proxy@mackenziepartners.com. Investors and security holders
may obtain a free copy of the Form 20-F filed with the SEC on October 5, 2004,
as amended, and any other documents filed with or furnished to the SEC by
Harmony at www.sec.gov.
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 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 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.
The directors of Harmony accept responsibility for the information contained in
this announcement. To the best of the knowledge and belief of the directors of
Harmony (who have taken all reasonable care to ensure that such is the case),
the information contained in this announcement is in accordance with the facts
and does not omit anything likely to affect the import of such information.
Joint financial advisers and
investment banks Co-financial advisers
HSBC Investec Merrill Lynch Morgan
Stanley
Joint transaction sponsors Attorneys
Investec Merrill Lynch Cliffe Dekker Hogan and
Hartson
Date: 04/11/2004 07:21:32 AM Supplied by www.sharenet.co.za
Produced by the JSE SENS Department
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