HARMONY GOLD MINING COMPANY LIMITED - CCA RULING Release Date: 26/11/2004 13:05:27 Code(s): HAR HARMONY GOLD MINING COMPANY LIMITED - CCA RULING
Harmony Gold Mining Company Limited
(Incorporated in the Republic of South Africa)
(Registration number 1950/038232/06)
Share code: HAR ISIN: ZAE000015228
("Harmony")
26 November 2004
Competition Appeal Court Ruling
Harmony notes the judgment of the Competition Appeal Court (the "Court") this
morning.
The Court ordered that, inter alia, Harmony is not entitled to vote any Gold
Fields shares which it may have acquired pursuant to the early settlement offer
or otherwise, pending the final approval of the acquisition by Harmony of all or
any Gold Fields shares pursuant to the early settlement offer by the Competition
Tribunal or the Court.
Harmony is therefore pleased to confirm that the Court"s judgment allows the
early settlement offer to proceed without any impediment. Settlement of the
consideration due under the early settlement offer in respect of valid
acceptances received on or before the closing date will be made as soon as
possible and, in any event, by no later than Friday, 3 December 2004.
Harmony notes that, whilst the Court has not interdicted Harmony from settling
acceptances received under the early settlement offer, it has prevented Harmony
from exercising its fundamental right as a shareholder of Gold Fields to vote
any Gold Fields shares acquired.
Harmony is considering its position, including the possibility of appealing the
judgment.
Ends.
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.
Forward-looking Statements
Statements in this communication include "forward-looking statements" that
express or imply expectations of future events or results. Forward-looking
statements are statements that are not historical facts. These statements
include financial projections and estimates and their underlying assumptions,
statements regarding plans, objectives and expectations with respect to future
operations, products and services, and statements regarding future performance.
Forward-looking statements are generally identified by the words "expect,"
"anticipates," "believes," "intends," "estimates" and similar expressions. All
forward-looking statements involve a number of risks, uncertainties and other
factors, and Harmony cannot give assurances that such statements will prove to
be correct. Risks, uncertainties and other factors that could cause actual
events or results to differ from those expressed or implied by the forward-
looking statements include, without limitation, the satisfaction of closing
conditions, the acceptance or rejection of any agreement by regulators, delays
in the regulatory processes, changes in the economic or political situation in
South Africa, the European Union, the United States of America and/or any other
relevant jurisdiction, changes in the gold industry within any such country or
area or worldwide and the performance of (and cost savings realised by) Harmony.
Although Harmony"s management believes that the expectations reflected in such
forward-looking statements are reasonable, investors and holders of Gold Fields
securities are cautioned that forward-looking information and statements are
subject to various risks and uncertainties, many of which are difficult to
predict and generally beyond the control of Harmony, that could cause actual
results and developments to differ materially from those expressed in, or
implied or projected by, the forward-looking information and statements. These
risks and uncertainties include those discussed or identified in the public
filings with the SEC made by Harmony and Gold Fields, including those listed
under "Cautionary Statement Concerning Forward-Looking Statements" and "Risk
Factors" in the preliminary prospectus included in the registration statement on
Form F-4 that Harmony filed with the SEC. Harmony does not undertake any
obligation to update any forward-looking information or statements. You may
obtain a free copy of the registration statement and preliminary and final
prospectus (when available) and other public documents filed with the SEC in the
manner described above.
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: 26/11/2004 01:05:31 PM Supplied by www.sharenet.co.za
Produced by the JSE SENS Department
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