Harmony Gold Mining Company Limited - SRP dismisses appeal from Gold Fields Release Date: 08/11/2004 17:57:43 Code(s): HAR Harmony Gold Mining Company Limited - SRP dismisses appeal from Gold Fields
Harmony Gold Mining Company Limited
(Incorporated in the Republic of South Africa)
(Registration number 1950/038232/06)
Share code: HAR ISIN: ZAE000015228
("Harmony")
NEWS RELEASE FROM HARMONY
8 November 2004
SRP dismisses the appeal by Gold Fields, calls to question independence of
advisors
Today"s ruling by the Executive Committee of the Securities Regulation
Panel ("SRP") dismissing the appeal by Gold Fields Limited ("Gold Fields") to
have Harmony and JSC MMC Norilsk Nickel ("Norilsk") declared concert parties in
relation to the offers "came as no surprise", said CE Bernard Swanepoel.
"The offers have been reviewed by the relevant regulatory bodies, including the
SRP and we also consulted with the US Securities and Exchange Commission ("SEC")
before we made our proposal to the Gold Fields board and Gold Fields
shareholders" said CE Bernard Swanepoel.
"We have to seriously question the judgement of the Gold Fields" board, to date
it has largely based its response to Harmony"s legitimate offers on highly
obscure legal and regulatory actions aimed purely at frustrating the offers. The
Gold Fields board has attempted to deny its shareholders the right to consider
the offers.
In addition, the Executive Director of the SRP has ruled that Goldman Sachs
International and JPMorgan plc, the appointed external advisers to Gold Fields
in relation to the offers, are not "appropriate external advisers in relation to
the offers" for the purposes of the Securities Regulation Code on Takeovers and
Mergers.
Harmony will tomorrow issue a document to Gold Fields shareholders illustrating
the sustainable value creation of its offers and correcting the inaccurate
claims to the contrary made by the Gold Fields board.
"If you look beyond all of the lawsuits and other delaying actions by Gold
Fields, the simple fact is that the combination of Harmony"s renowned
efficiencies with Gold Fields" higher grade ore body would bring value to both
our shareholder bases," said CE Bernard Swanepoel. "We firmly believe that this
transaction is in the best interest of all stakeholders, and we are committed to
ensuring that they all have the opportunity to review the facts of the proposed
merger and judge its merit for themselves. What we have been hearing from both
sets of shareholders confirms this."
The document outlines the basis on which the proposed merger would provide short
to medium term shareholder value through sustainable cost savings of R17 billion
(USD$2.8 billion). Harmony"s experience with other acquired mines, including two
previously acquired from Gold Fields, suggests that cost savings could well
equate to a market value of R23 billion (USD$3.7 billion).
Harmony confirms that its shareholders will vote on the proposed merger on the
12th November 2004. The early settlement offer for 34.9% of Goldfields entire
issued share capital will close on 26th November 2004.
ENDS
Issued by (direct line, mobile, email):
Harmony Gold
Ferdi Dippenaar +27 11 684 0140 +27 82 807 3684
Corne Bobbert +27 11 684 0146 +27 83 380 6614
South Africa - Beachhead Media & Investor Relations
Jennifer Cohen +27 (0)11 214 2401 +27 (0)82 468 6469 jennifer@bmsa.co.za
Patrick Lawlor +27 (0)11 214 2410 +27 (0)82 459 6709 patrick@bmsa.co.za
United States - Financial Dynamics Business Communications
Hollis Rafkin-Sax +1 212 850 5789 +1 917 509 0255 hrafkin-
sax@fd-us.com
Torie Pennington +1 212 850 5629 +1 917 838 1369 tpennington@fd
us.com
United Kingdom - Financial Dynamics Business Communications
Nic Bennett +44(0)207 269 7115 +44(0)7979 536 619
nic.bennett@fd.com
Charles Watenphul +44(0)207 269 7216 +44(0)7866 438 013
charles.watenphul@fd.com
US Information Agent - MacKenzie Partners, Inc
Daniel Burch +212 929 5500 proxy@mackenziepartners.com
Steve Balet +800 322 2885
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.
Forward-looking Statements
Statements in this announcement include "forward-looking statements" that
express or imply expectations of future events or results. Forward-looking
statements are statements that are not historical facts. These statements
include financial projections and estimates and their underlying assumptions,
statements regarding plans, objectives and expectations with respect to future
operations, products and services, and statements regarding future performance.
Forward-looking statements are generally identified by the words "expect,"
"anticipates," "believes," "intends," "estimates" and similar expressions. All
forward-looking statements involve a number of risks, uncertainties and other
factors, and Harmony cannot give assurances that such statements will prove to
be correct. Risks, uncertainties and other factors that could cause actual
events or results to differ from those expressed or implied by the forward-
looking statements include, without limitation, the satisfaction of closing
conditions, the acceptance or rejection of any agreement by regulators, delays
in the regulatory processes, changes in the economic or political situation in
South Africa, the European Union, the United States of America and/or any other
relevant jurisdiction, changes in the gold industry within any such country or
area or worldwide and the performance of (and cost savings realised by) Harmony.
Although Harmony"s management believes that the expectations reflected in such
forward-looking statements are reasonable, investors and holders of Gold Fields
securities are cautioned that forward-looking information and statements are
subject to various risks and uncertainties, many of which are difficult to
predict and generally beyond the control of Harmony, that could cause actual
results and developments to differ materially from those expressed in, or
implied or projected by, the forward-looking information and statements. These
risks and uncertainties include those discussed or identified in the public
filings with the SEC made by Harmony and Gold Fields, including those listed
under "Cautionary Statement Concerning Forward-Looking Statements" and "Risk
Factors" in the preliminary prospectus included in the registration statement on
Form F-4 that Harmony filed with the SEC. Harmony does not undertake any
obligation to update any forward-looking information or statements. You may
obtain a free copy of the registration statement and preliminary and final
prospectus (when available) and other public documents filed with the SEC in the
manner described above.
The directors of Harmony accept responsibility for the information contained in
this press release. 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 press release is in accordance with the facts
and does not omit anything likely to affect the import of such information.
Date: 08/11/2004 05:57:48 PM Supplied by www.sharenet.co.za
Produced by the JSE SENS Department
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