HARMONY GOLD MINING COMPANY LIMITED - SOUTH AFRICAN HIGH COURT RULES IN FAVOUR Release Date: 11/11/2004 12:02:55 Code(s): HAR HARMONY GOLD MINING COMPANY LIMITED - SOUTH AFRICAN HIGH COURT RULES IN FAVOUR
OF HARMONY
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
11 November 2004
South African High Court Rules in Favour of Harmony
The South African High Court today dismissed an application by Gold Fields
Limited ("Gold Fields") to declare Harmony"s offers to Gold Fields" shareholders
unlawful and to interdict their implementation.
"Despite Gold Fields" legal challenges, Harmony was allowed to submit its bid
for Gold Fields to the Competition Commission on 5 November and, on 8 November,
the Executive Committee of the SRP ruled that Norilsk and Harmony are not
concert parties. With these two delaying tactics out of the way, we are
pleased, but not surprised, that this latest time wasting initiative has also
been resolved. We are getting closer to the point where shareholders will be
allowed to decide based on the relative merits of the two proposed
transactions", said CE Bernard Swanepoel.
This application was one of a string of legal and regulatory attempts by Gold
Fields" directors to divert attention from the value that the Harmony offers to
Gold Fields" shareholders will generate. Gold Fields" board and management have
been determined to frustrate the ability of Gold Fields" shareholders to assess
the merits of the Harmony offers. It is clear to Harmony that all these
frustrating legal actions form a strategy by Gold Fields" board and management
to prevent our valid and attractive offers being put to their shareholders.
"It is crystal clear now that following their defence presentation last week,
the Gold Fields" directors are unable to put forth a convincing value
proposition to their own shareholders. We have shown that in comparison with
Harmony, they run inefficient operations and they intend to sell their
international operations to IAMGold on the cheap. On 10 November 2004, IAMGold
published a net loss for the third quarter in a row. It is no wonder they are
not focusing on the arguments but on legal challenges and other delaying
tactics".
Harmony has made premium offers to Gold Fields" shareholders. Harmony believes
that the application of the Harmony Way to the assets currently owned by Gold
Fields will enhance shareholder value considerably for both Gold Fields and
Harmony shareholders.
Harmony continues to have confidence that Gold Fields" shareholders will benefit
from the value proposition embedded in its premium offers and remains determined
to let the market be the final arbiter and to let the shareholders decide.
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.
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: 11/11/2004 12:03:01 PM Supplied by www.sharenet.co.za
Produced by the JSE SENS Department
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