Harmony Gold Mining Company Limited - Firm Intention To Make An Offer Release Date: 22/06/2006 09:09:01 Code(s): HAR
Harmony Gold Mining Company Limited - Firm Intention To Make An Offer
Harmony Gold Mining Company Limited
(Incorporated in the Republic of South Africa)
(Registration number 1950/038232/06)
(Share code: HAR)
NEW YORK STOCK EXCHANGE, INC.: HMY
FIRM INTENTION TO MAKE AN OFFER TO THE SHAREHOLDERS OF VILLAGE MAIN REEF GOLD
MINING COMPANY (1934) LIMITED ("Village")
Village shareholders are referred to the announcement released by Harmony on
SENS on 21 June 2006 whereby Harmony advised that it had acquired 37.8% of the
issued ordinary share capital of Village from African Rainbow Minerals Limited
("ARM") at a purchase price of 20 cents per issued ordinary share in Village
("Village Shares"). The 37.8% acquired by Harmony comprises 2,292,500 Village
Shares ("Initial Village Shares").
2. MANDATORY OFFER
As Harmony is now the holder of more than 35% of the issued share capital of
Village it is obliged, in terms of the Securities Regulation Code on Take-overs
and Mergers and the Rules of the Securities Regulation Panel ("SRP"), to extend
a mandatory cash offer ("Offer") to the shareholders of Village, other than
Harmony, to acquire their Village Shares.
Village has been dormant for a number of years. The Initial Village Shares were
disposed of by ARM as part of its rationalisation process. Harmony acquired the
initial Village Shares to enhance its strategic positioning.
4. TERMS OF THE OFFER
The Offer will be made at an offer price of 20 cents per Village Share, being
the purchase price per Village Share paid by Harmony for the Initial Village
Village shareholders are advised that, if Harmony acquires nine-tenths of the
Village Shares, which it does not already own, under the Offer, it does not
intend invoking the provisions of section 440K of the Companies Act, 1973 to
acquire the Village Shares of those Village shareholders who do not accept the
5. CONDITIONS PRECEDENT TO THE OFFER
The implementation of the Offer is subject to the approval of the relevant
regulatory authorities, including the SRP and the JSE Limited ("JSE").
6. DETAILS OF EXISTING HOLDINGS
Other than Harmony"s ownership of the Initial Village Shares, neither Harmony
nor any person acting in concert with it owns or controls any Village Shares or
holds any option to purchase Village Shares.
7. MARKET AND FINANCIAL INFORMATION
Information regarding the price at which Village Shares traded immediately prior
to the announcement released by Harmony on SENS on 21 June 2006 and the
publication of this announcement, as well as a comparison of the offer price to
the net asset value and tangible net asset value per Village Share as at 30 June
2005, Village"s financial year end, are set out in the table below.
Before the The offer Change
Offer(cents price %
per share) (cents per
Market price on 20 June 2006 55.01 20.0 (63.6)
30-day volume-weighted average 55.02 20.0 (63.6)
price to 20 June 2006
Market price on 21 June 2006 60.03 20.0 (66.7)
30-day volume-weighted average 57.54 20.0 (65.2)
price up to 21 June 2006
Net asset value 34.05 20.0 (41.1)
Net tangible asset value 34.05 20.0 (41.1)
1. Closing price of Village Shares on the JSE on Tuesday, 20 June 2006, being
the last trading day preceding the announcement released by Harmony on SENS.
2. Volume-weighted average price at which Village Shares traded on the JSE for
the 30 trading days up to and including Tuesday, 20 June 2006, being the last
trading day preceding the announcement released by Harmony on SENS.
3. Closing price of Village Shares on the JSE on Wednesday, 21 June 2006,
being the last trading day preceding the publication of this announcement.
4. Volume-weighted average price at which Village shares traded on the JSE for
the 30 trading days up to and including Wednesday, 21 June 2006, being the last
trading day preceding the publication of this announcement.
5. Audited net asset value and net tangible asset value per share at 30 June
8. CONFIRMATION OF FUNDS
It has been confirmed, to the satisfaction of the SRP, that Harmony has
sufficient resources to discharge its obligations under the Offer.
A circular providing further information on the Offer and containing, inter
alia, a form of acceptance and surrender will be posted to Village shareholders
in due course.
22 June 2006
Attorneys to Harmony
Sponsor to Harmony
Merrill Lynch South Africa (Pty) Limited
Date: 22/06/2006 09:09:11 AM Supplied by www.sharenet.co.za
Produced by the JSE SENS Department