Harmony Gold Mining Company Limited - Announcement Release Date: 20/12/2004 10:08:35 Code(s): HAR Harmony Gold Mining Company Limited - Announcement
Harmony Gold Mining Company Limited
(Incorporated in the Republic of South Africa)
(Registration number 1950/038232/06)
Share code: HAR ISIN: ZAE000015228
("Harmony")
Harmony Gold Mining Company Limited ("Harmony") announces that it has engaged in
preliminary communications with MMC Norilsk Nickel ("Norilsk") and Gold Fields
Limited ("Gold Fields") in order to explore alternative transactions, which
could be mutually acceptable and beneficial to all parties, relating to the
current offer by Harmony for Gold Fields.
Any discussions or possible transactions are subject to Norilsk"s continuing
obligations under the existing irrevocable undertaking granted in favour of
Harmony in respect of its current offer for Gold Fields.
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 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. 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.
Date: 20/12/2004 10:09:04 AM Supplied by www.sharenet.co.za
Produced by the JSE SENS Department
|