HARMONY GOLD MINING COMPANY LIMITED - NEWS RELEASE FROM HARMONY Release Date: 25/11/2004 07:55:57 Code(s): HAR HARMONY GOLD MINING COMPANY LIMITED - NEWS RELEASE FROM 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
24 November 2004
Clarification: Entitlement of Gold Fields shareholders who accept the early
settlement offer to any increase in the consideration offered under the
subsequent offer
Further to numerous queries raised recently by Gold Fields shareholders, Harmony
wishes to confirm that, in the event that Harmony were to increase the
consideration to be offered under the subsequent offer after the early
settlement closing date, those Gold Fields shareholders who had already accepted
the early settlement offer ("accepting shareholders") and received the offer
consideration due under the early settlement offer would remain entitled to
receive the full benefit of any increase by Harmony of the consideration offered
under the subsequent offer ("top up consideration"), regardless of whether the
accepting shareholders had subsequently disposed of their Harmony consideration
shares.
Accepting shareholders would be unconditionally entitled to the top up
consideration irrespective of whether the subsequent offer becomes or is
declared unconditional. The top up consideration would be payable to accepting
shareholders as soon as reasonably practicable following the announcement of any
increase in the consideration offered under the subsequent offer and compliance
with applicable laws and regulatory requirements, including the effective
registration of the additional Harmony consideration shares comprising the top
up consideration under the U.S. Securities Act of 1933. Harmony believes that
the top up consideration would be paid in advance of expiration of the
subsequent offer.
Accept the Harmony early settlement offer today
ENDS
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
with the United States Securities and Exchange Commission ("SEC"), a
registration statement on Form F-4 (File no: 333-119880), which includes a final
prospectus relating to the offer, and related exchange offer materials, to
register the Harmony ordinary shares (including Harmony ordinary shares
represented by Harmony American Depositary Shares ("ADSs")) 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, the
final prospectus and related exchange offer materials , 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 contain important
information. Investors and holders of Gold Fields securities may obtain free
copies of the registration statement, the final prospectus and 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 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 the prospectus and related offer materials that Harmony has sent to holders
of Gold Fields securities.
Joint Transaction Sponsors
Investec Bank Limited
Merrill Lynch
Date: 25/11/2004 07:56:05 AM Supplied by www.sharenet.co.za
Produced by the JSE SENS Department
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