HARMONY - HARMONY WAIVES ITS MINIMUM ACCEPTANCE CONDITION. Release Date: 27/01/2005 17:57:06 Code(s): HAR HARMONY - HARMONY WAIVES ITS MINIMUM ACCEPTANCE CONDITION.
Harmony Gold Mining Company Limited
(Incorporated in the Republic of South Africa)
(Registration number 1950/038232/06)
Share code: HAR ISIN: ZAE000015228
("Harmony")
27 January 2005
HARMONY WAIVES ITS MINIMUM ACCEPTANCE CONDITION.
Harmony today announced that it has elected to waive the minimum acceptance
condition to the subsequent offer to Gold Fields shareholders. As a consequence,
the subsequent offer has been declared unconditional as to acceptances and Gold
Fields shareholders who tender into the subsequent offer will be entitled to the
offer consideration of 1,275 Harmony shares for every Gold Fields share,
irrespective of the percentage of Gold Fields shares acquired by Harmony.
Accordingly, the only remaining conditions to the subsequent offer are the
obtaining of the requisite regulatory approvals which are expected soon.
"Harmony currently owns 11,5% of Gold Fields which it received in its Early
Settlement Offer. These shares are owned by Harmony and can"t be recalled by
their previous owners and are therefore not affected by the waiving of the
condition. The current shareholding of Harmony and further shares received in
terms of the subsequent offer will not only strengthen our balance sheet, but
clearly indicates our intention of owning 100% of Gold Fields. Harmony re-
confirms that its offer of 1,275 Harmony shares for every Gold Fields share
reflects full value, including a control premium, and will enable us to gain
control of the company" said chief executive Bernard Swanepoel.
As at 5.00 p.m. (South African time) on 27 January 2005, valid acceptances of
the subsequent offer had been received in respect of a total of 44,416 Gold
Fields shares. Harmony considers this level of acceptances to be entirely
consistent with customary market practice where an offer is still awaiting
approval from the Competition Authorities.
In addition, as previously announced, Harmony has received an irrevocable
undertaking from Norilsk to accept the subsequent offer in respect of 98,467,758
Gold Fields shares, representing approximately 20.03% of the entire issued share
capital of Gold Fields. The waiver of the minimum acceptance condition to the
subsequent offer does not impact on Norilsk"s irrevocable undertaking.
Accordingly, Harmony now either owns, has received valid acceptances of the
subsequent offer or has an irrevocable undertaking to accept the subsequent
offer in respect of a total of 155,118,420 Gold Fields shares representing
approximately 31.5% of the entire issued share capital of Gold Fields.
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 +1 212 929 5500 proxy@mackenziepartners.com
Steve Balet +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 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.
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: 27/01/2005 05:57:11 PM Supplied by www.sharenet.co.za
Produced by the JSE SENS Department
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