HARMONY GOLD MINING COMPANY LIMITED - CLARIFICATION OF PRESS COMMUNICATION Release Date: 23/11/2004 15:52:02 Code(s): HAR HARMONY GOLD MINING COMPANY LIMITED - CLARIFICATION OF PRESS COMMUNICATION
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
23 November 2004
CLARIFICATION OF PRESS COMMUNICATION
Harmony notes recent communication in the press, which attributes certain
statements to an executive director of Harmony.
Harmony wishes to correct those statements, which are factually incorrect and
misleading.
Whilst Harmony confirms that it does not intend to increase the consideration
offered under the early settlement offer and has no current intention of
increasing the consideration to be offered under the subsequent offer, Harmony
reserves the right, as set out in the offer document to Gold Fields shareholders
dated 20 October 2004, to amend, vary or revise the subsequent offer.
Gold Fields shareholders are reminded that any shares tendered under the early
settlement offer will still receive the full benefit of any increase in
consideration under the subsequent offer.
Unless the context otherwise requires, the definitions contained in the offer
document or the registration statement sent to Gold Fields shareholders have the
same meaning in this announcement.
In connection with the proposed acquisition of Gold Fields, Harmony has filed a
registration statement on Form F-4 (which was declared effective by the
Securities and Exchange Commission (SEC) on November 19, 2004) and filed a final
prospectus, dated November 19, 2004, with the SEC pursuant to Rule 424(b)(5) of
the Securities Act of 1933, 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 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 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 final prospectus,
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. The final
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.
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.
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.
Date: 23/11/2004 03:52:09 PM Supplied by www.sharenet.co.za
Produced by the JSE SENS Department
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