Go Back Email this Link to a friend


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                                             
                                                                                
                                                                                
                                                                                



                                        
Email this JSE Sens Item to a Friend.

Send e-mail to
© 2019 SHARENET (PTY) Ltd, Cape Town, South Africa
Home     Terms & conditions    Privacy Policy
    Security Notice    Contact Details
Market Statistics are calculated by Sharenet and are therefore not the official JSE Market Statistics. The calculation/derivation may include underlying JSE data.