Harmony - Press Release Release Date: 06/12/2004 17:45:01 Code(s): HAR Harmony - Press Release
Harmony Gold Mining Company Limited
(Incorporated in the Republic of South Africa)
(Registration number 1950/038232/06)
Share code: HAR ISIN: ZAE000015228
("Harmony")
6 December 2004
Harmony considers that Gold Fields" management is attempting to force through
the IAMGold vote in complete disregard of corporate governance best practice and
against the wishes of Gold Fields shareholders
Harmony will seek to prevent the implementation of the proposed IAMGold
transaction if Gold Fields" management succeeds in forcing through the IAMGold
vote
Harmony notes today"s ruling by the Witwatersrand Local Division of the High
Court of South Africa. The judge ruled that a final interdict is not
appropriate at this stage as Harmony has alternative remedies available to it.
In summary, Harmony can reapply to court following the result of the vote on the
proposed IAMGold transaction, at which point it will be clear whether or not the
discretionary proxy was material to the outcome.
At the request of the judge, Gold Fields undertook, in court, to disclose
promptly:
(i) the votes for and against the IAMGold resolutions; and
(ii) the number of votes represented by the disputed discretionary proxy
obtained by Gold Fields" management from the Bank of New York.
Harmony remains firmly of the view that Gold Fields" management has failed to
honour the requirements of Gold Fields" contract with its depository bank, the
Bank of New York, to give notice of substantial opposition to the proposed
IAMGold transaction. In Harmony"s opinion, Gold Fields" management has done
this solely in order to obtain a discretionary proxy in respect of, according to
Harmony"s calculations, approximately 10% of Gold Fields shares, which, Harmony
believes, Gold Fields" management intends to vote in favour of the proposed
IAMGold transaction, against the wishes of Gold Fields shareholders.
In addition, based on public statements, Harmony understands that Gold Fields"
management intends to attempt to refuse to recognise Harmony"s approximately
11.8% holding in Gold Fields, despite the fact that, in Harmony"s view, Harmony
is fully entitled to vote those shares.
Harmony firmly believes that this is one of the worst examples in recent years
of corporate governance abuse, in that Gold Fields" management is attempting to
force through the proposed IAMGold transaction to serve its own interests rather
than those of shareholders. In Harmony"s view, this is wholly consistent with
Gold Fields" management"s behaviour to date, which has been focused on a series
of expensive legal challenges to Harmony"s offers aimed solely at removing Gold
Fields shareholders" ability to decide on the merits of Harmony"s offers for
themselves.
Harmony can confirm that, in the event that Gold Fields" management succeeds in
forcing through the resolutions in respect of the proposed IAMGold transaction
by voting the discretionary proxy and/or ignoring Harmony"s votes, Harmony will
apply for an interdict to prevent the implementation of the proposed IAMGold
transaction.
Gold Fields shareholders should be aware that, in the event that Gold Fields"
management succeeds in forcing through the resolutions in respect of the
proposed IAMGold transaction, it will, in Harmony"s view, 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.
"We are surprised by Gold Fields" behaviour since we are aware that over 40% of
Gold Fields shareholders oppose the proposed IAMGold transaction, including Gold
Fields" three largest shareholders. We find it impossible to believe that Gold
Fields" management does not consider that this represents substantial
opposition. We firmly believe that, in attempting to force through the proposed
IAMGold transaction against the wishes of Gold Fields shareholders, Gold Fields"
management is committing one of the most blatant breaches of corporate
governance best practice in recent years. In our view, Gold Fields" management,
in a desperate attempt to secure its own position, is blatantly disregarding the
interests of its own shareholders and is seriously damaging South Africa in the
eyes of the world. Irrespective of one"s views on the proposed Iamgold
transaction, all Gold Fields shareholders should be rejecting this outrageous
behaviour by management." said CE Bernard Swanepoel.
ENDS
Issued by (direct line, mobile, email):
Harmony Gold
Ferdi Dippenaar +27 11 684 0140 +27 82 807 3684
Corne Bobbert +27 11 684 0146 +27 83 380 6614
South Africa - Beachhead Media & Investor Relations
Jennifer Cohen +27 11 214 2401 +27 82 468 6469 jennifer@bmsa.co.za
Patrick Lawlor +27 11 214 2410 +27 82 459 6709 patrick@bmsa.co.za
United States - Financial Dynamics Business Communications
Hollis Rafkin-Sax +1 212 850 5789 +1 917 509 0255 hrafkin-sax@fd-
us.com
Torie Pennington +1 212 850 5629 +1 917 838 1369 tpennington@fd-
us.com
United Kingdom - Financial Dynamics Business Communications
Nic Bennett +44 207 269 7115 +44 7979 536 619 nic.bennett@fd.com
Charles Watenphul +44 207 269 7216 +44 7866 438 013
charles.watenphul@fd.com
US Information Agent - MacKenzie Partners, Inc
Daniel Burch +212 929 5500 proxy@mackenziepartners.com
Steve Balet +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 has filed with the U.S.
Securities and Exchange Commission ("SEC"), a registration statement on Form F-
4, which includes 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 resident in the United
States and for Gold Fields ADSs held by Gold Fields shareholders wherever
resident, 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 contain important information. Investors and holders of
Gold Fields securities may obtain free copies of the registration statement, the
preliminary and final prospectus (when available) 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
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 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 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 has
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: 06/12/2004 05:45:05 PM Supplied by www.sharenet.co.za
Produced by the JSE SENS Department
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