Harmony Gold Mining Company Limited - Gold Fields Limited in breach of Release Date: 15/11/2004 17:06:01 Code(s): HAR Harmony Gold Mining Company Limited - Gold Fields Limited in breach of
confidentiality agreement
Harmony Gold Mining Company Limited
(Incorporated in the Republic of South Africa)
(Registration number 1950/038232/06)
Share code: HAR ISIN: ZAE000015228
("Harmony")
15 November 2004
Gold Fields Limited in breach of confidentiality agreement
Harmony has received several enquiries from the media regarding a document
prepared by HSBC Bank plc ("HSBC") in August 2004. Harmony understands that
this and other documents were provided to the media by Edward Nathan & Friedland
(Proprietary) Limited ("ENF"), legal advisers to Gold Fields, on the evening of
Friday, 12 November 2004.
It should be noted that the release of these documents to the media by Gold
Fields Limited ("Gold Fields") and its advisors represents a breach of the
confidentiality agreement under which these documents were provided to ENF and a
breach of the basis on which the documents could be used by Gold Fields: that is
to say, for the purposes of the Competition Tribunal and not for their
distribution to the media.
The document refers to a possible transaction between Harmony, Gold Fields and
JSC MMC Norilsk Nickel ("Norilsk") which would involve the separation of the
companies respective South African and international assets into two separate
entities.
Harmony, in common with all major corporations, regularly receives unsolicited
proposals of this kind from investment banks. In recent months, and
particularly after the announcement of the acquisition by Norilsk of Anglo
American"s stake in Gold Fields, Harmony received various proposals regarding,
inter alia, a proposed takeover of Gold Fields from a number of investment banks
including, J.P. Morgan plc ("J.P. Morgan"), Investec Bank Limited ("Investec")
and HSBC.
It should be noted that the JP Morgan proposal was submitted after it had been
appointed as adviser to Gold Fields.
Harmony has not implemented, and does not plan to implement, any of the ideas
submitted by J.P. Morgan, Investec or HSBC in this period but has developed its
own strategy which it is now pursuing.
Harmony believes its own strategy is a unique opportunity for Gold Fields
shareholders, creating the world"s largest gold mining company by reserves and
production.
ENDS
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: 15/11/2004 05:06:03 PM Supplied by www.sharenet.co.za
Produced by the JSE SENS Department
|