HARMONY GOLD MINING COMPANY LIMITED - US COURT FINDS AGAINST GOLD FIELDS Release Date: 24/11/2004 12:04:02 Code(s): HAR HARMONY GOLD MINING COMPANY LIMITED - US COURT FINDS AGAINST 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
24 November 2004
US Court finds against Gold Fields
On 5 November 2004, Gold Fields brought an action in the United States District
Court for the Southern District of New York (the "Court") seeking an injunction
against Harmony"s early settlement offer for 34.9% of Gold Fields" shares,
alleging that, inter alia:
- Harmony had entered into purported undisclosed concert party type agreements
with Norilsk;
- Harmony"s offers were coercive;
- Harmony had published in the US misleading gold reserves figures; and
- Harmony had omitted certain other information from its public documentation.
Shareholders should be aware that, even prior to the Court"s decision, Gold
Fields had abandoned all of its allegations, including those relating to alleged
concert party type arrangements between Harmony and Norilsk and that Harmony"s
offers were coercive, except for the allegation relating to Harmony"s disclosure
of its gold reserves.
The case was heard on Wednesday 17 November 2004. On Tuesday 23 November 2004,
the Court ruled in favour of Harmony. In particular the Court noted Gold
Fields" failure to challenge Harmony"s evidence and that Gold Fields" own expert
witness agreed that Harmony"s gold reserve estimate was "justified". The Court
also noted that Chris Thompson (Chairman of Gold Fields) admitted that he had
failed to read Harmony"s primary offer documentation prior to Gold Fields making
its allegations.
This judgement represents the latest in what Harmony considers to be Gold
Fields" campaign of frivolous litigation, which is aimed solely at attempting to
divert Gold Fields" shareholders attention away from the value contained in
Harmony"s full and fair offers and to frustrate the ability of Gold Fields
shareholders to assess the offers on their merits. In particular, Harmony is
astonished that, given the decision by Gold Fields not to pursue its concert
party allegations in the US Court, Gold Fields is continuing to pursue this
matter with the SRP and the Competition Appeal Court in South Africa, despite
the Executive Director of the SRP and then the Executive Committee of the SRP,
on appeal, as well as the Competition Tribunal having already ruled against
them.
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: 24/11/2004 12:04:09 PM Supplied by www.sharenet.co.za
Produced by the JSE SENS Department
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