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Harmony clarifies its future intentions in advance of the vote on the proposed

Release Date: 02/12/2004 15:15:00      Code(s): HAR
Harmony clarifies its future intentions in advance of the vote on the proposed  
IAMGold transaction                                                             
Harmony Gold Mining Company Limited                                             
(Incorporated in the Republic of South Africa)                                  
(Registration number 1950/038232/06)                                            
Share code: HAR     ISIN: ZAE000015228                                          
("Harmony")                                                                     
2 December 2004                                                                 
Harmony clarifies its future intentions in advance of the vote on the proposed  
IAMGold transaction                                                             
Introduction                                                                    
Harmony believes that it would be useful for its fellow Gold Fields shareholders
to have clarity on its future intentions ahead of the general meeting of Gold   
Fields to be held on 7 December 2004 to vote on the proposed IAMGold transaction
(the "Gold Fields general meeting"). The resolutions in relation to the proposed
IAMGold transaction require approval by a simple majority of Gold Fields        
shareholders present in person or by proxy in order for the transaction to be   
implemented (the "IAMGold resolutions").                                        
Key issues relating to the IAMGold vote                                         
Harmony considers that there are two significant unresolved issues in relation  
to the vote at the Gold Fields general meeting.                                 
Firstly, Harmony has received legal advice that, as it has applied for leave to 
appeal, the operation and execution of the order of the Competition Appeal Court
has been suspended.  Accordingly, Harmony is entitled to vote all of the shares 
that it acquired under the early settlement offer at the Gold Fields general    
meeting.  Harmony fully intends to vote its shares which now amount to          
approximately 11.8% of the entire issued share capital of Gold Fields.  To      
clarify the misleading media release circulated by Gold Fields on 1 December    
2004, Harmony advises that it has not been refused leave to appeal by any court.
The courts approached by Harmony have taken the view that its appeal of the     
order of the Competition Appeal Court is not urgent because Harmony has         
alternative remedies.  In particular, Harmony may apply to the High Court to    
interdict the implementation of the proposed IAMGold transaction until such time
as its appeal has been decided.                                                 
Secondly, Harmony believes that, despite the announcement of an amendment to the
terms of the proposed IAMGold transaction, there remains substantial opposition 
to the proposed IAMGold transaction. Such substantial opposition includes       
Harmony and Norilsk, who, in aggregate, own approximately 31.8% of the entire   
issued share capital of Gold Fields, as well as a significant number of other   
Gold Fields shareholders who, despite the amendment thereto, have indicated to  
Harmony that they continue to oppose the proposed IAMGold transaction.          
Harmony is of the view that Gold Fields is in breach of its agreement with the  
Bank of New York ("BONY") insofar as it has failed to inform BONY of this       
substantial opposition.  As a result, BONY could be obliged to give Gold Fields"
management a discretionary proxy to vote, in its sole discretion, any ADSs that 
are not voted in respect of the IAMGold resolutions (the "discretionary proxy").
Harmony firmly believes that the discretionary proxy should not be used in an   
attempt by Gold Fields" management to force through the IAMGold resolutions     
against the wishes of voting Gold Fields shareholders, including Harmony.       
Harmony"s intentions dependant on the outcome of the IAMGold vote               
In Harmony"s view, there are two possible scenarios in terms of the outcome of  
the vote on the IAMGold resolutions.                                            
If the IAMGold resolutions are approved, but would not have been approved if (i)
Harmony"s vote had been accepted and/or (ii) the discretionary proxy had not    
been voted, Harmony intends to apply for an interdict to prevent the            
implementation of the proposed IAMGold transaction.  To the extent that the     
court finds in Harmony"s favour, Harmony would intend to ensure that either the 
proposed IAMGold transaction is never implemented or, to the extent that Gold   
Fields" management does implement the transaction, it is later unwound.         
Consequently, Gold Fields shareholders should be aware that, in the event that  
Gold Fields" management does succeed in forcing through the proposed IAMGold    
transaction, it will be attempting to implement a transaction that is both      
contrary to the wishes of the majority of its shareholder base and that is, in  
Harmony"s view, ultimately unsustainable.                                       
If the IAMGold resolutions are not approved, whether or not Harmony"s vote is   
accepted or the discretionary proxy is voted, Harmony believes that this will   
represent a resounding rejection by Gold Fields shareholders of the cornerstone 
of Gold Fields" board and management"s strategy.  In these circumstances,       
Harmony is of the firm view that Gold Fields shareholders" best way forward     
would be to accept Harmony"s value enhancing proposal to create the world"s     
premier gold mining company, a truly compelling investment proposition.         
Harmony encourages its fellow Gold Fields shareholders to vote against the      
proposed IAMGold transaction.                                                   
ENQUIRIES                                                                       
HARMONY                                                                         
Ferdi         +27 11 684     Corne Bobbert  +27 11 684                          
Dippenaar     0140           Investor       0146                                
Marketing     +27 82 807     Relations      +27 83 380                          
Director      3684                          6614                                
HSBC                         INVESTEC                                           
Adrian Coates +44 20 7991    Dennis Tucker  +27 11 286                          
Jan Sanders   8888           George Nakos   7324                                
Graham                       Andrew Brady                                       
Shuttleworth                                                                    
BEACHHEAD                    FINANCIAL DYNAMICS                                 
South Africa                 UK                                                 
Jennifer      +27 11 214     Nic Bennett    +44 20 7269                         
Cohen         2401           Charles        7115                                
Patrick       +27 11 214     Watenphul      +44 20 7269                         
Lawlor        2410                          7216                                
                             US                                                 
MACKENZIE PARTNERS           Hollis Rafkin- +1 212 850                          
                             Sax            5789                                
                             Torie          +1 212 850                          
                             Pennington     5629                                
Daniel Burch  +1 212 929                                                        
Steve Balet   5500                                                              
              +1  800 322                                                       
              2885                                                              
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 merger, Harmony will file with the U.S.         
Securities and Exchange Commission ("SEC"), a registration statement on Form F- 
4, which will include a preliminary prospectus and related exchange offer       
materials, to register the Harmony ordinary shares (including Harmony ordinary  
shares represented by Harmony ADSs) to be issued in exchange for the remainder  
of 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 preliminary and 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.        
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 preliminary 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 in the US,
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 US will only be made pursuant to a      
prospectus and related offer materials that Harmony will send 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 US prior to the time the registration statement becomes        
effective.  No offering of securities shall be made in the US 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 announcement 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 US 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 will 
file 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: 02/12/2004 03:15:04 PM Supplied by www.sharenet.co.za                     
Produced by the JSE SENS Department                                             
                                                                                
                                                                                
                                                                                



                                        
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