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Harmony - Harmony waives its minimum acceptance condition

Release Date: 31/01/2005 08:40:04      Code(s): HAR
Harmony - Harmony waives its minimum acceptance condition                       
HARMONY GOLD MINING COMPANY LIMITED                                             
(Incorporated in the Republic of South Africa)                                  
Share code: HAR   ISIN: ZAE000015228                                            
(Registration number 1950/038232/06)                                            
("Harmony")                                                                     
HARMONY WAIVES ITS MINIMUM ACCEPTANCE CONDITION                                 
Harmony hereby announces 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 accept the subsequent offer will,  
subject to the fulfilment of the remaining conditions precedent, 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" issued share capital which it     
received in its early settlement offer. These shares are owned by Harmony,      
cannot be recalled by their previous owners and are therefore not affected by   
the waiving of the minimum acceptance condition. Harmony"s current              
shareholding in Gold Fields and any further shares received under the           
subsequent offer will further strengthen our balance sheet and also 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.          
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 US, 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: 31/01/2005 08:40:10 AM Supplied by www.sharenet.co.za                     
Produced by the JSE SENS Department                                             
                                                                                
                                                                                
                                                                                



                                        
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