GOLD FIELDS LIMITED - STATEMENT BY THE BOARD OF GOLD FIELDS LIMITED ON THE
UNSOLICITED HOSTILE OFFER BY HARMONY
Gold Fields Limited
Registration number: 1968/004880/06
ISIN: ZAE000018123 JSE Code: GFI
(`Gold Fields` or the `company`)
Statement by the Board of Gold Fields Limited on the Unsolicited Hostile Offer
by Harmony
Further to the announcement made on Monday 18th October 2004, in which the Board
of Gold Fields expressed its preliminary view on the unsolicited hostile Offer
received from Harmony Gold Mining Limited (`Harmony`) for a proposed merger
between the two companies, the Board met on Friday 22nd October to assess the
full implications of this action for Gold Fields` shareholders as well as the
range of measures available to Gold Fields in the preparation of a defence plan.
Shareholders are advised that Management and Board of Gold Fields have consulted
with a number of the Company`s stakeholders and the Board has noted their
concerns, as well as those expressed publicly by a number of investors in
Harmony. These concerns relate inter alia to the manner in which the offer is
being conducted and its impact on shareholders` rights as well as the
destruction of value.
In preparing its response to the unsolicited hostile offer from Harmony, the
Gold Fields Board will be guided by its responsibility to protect the rights of
all shareholders as well as the preservation of value.
The Board has been advised that, under the US federal securities laws, it is
closely constrained in what it can say in relation to the Offer until the filing
of its formal response on a Solicitation/Recommendation Statement on Schedule
14D-9 with the US Securities and Exchange Commission.
The Board is working closely with its independent financial advisers and plan to
publish its formal response to the Offer as soon as possible but no later than 3
November 2004.
As a result, the Board of Gold Fields urges shareholders to exercise caution and
await the Board`s formal response reflecting its advice to shareholders before
deciding to take any action in response to the unsolicited Offer by Harmony.
ENDS
In the United States, Gold Fields Limited (`Gold Fields`) will file a
Solicitation/Recommendation Statement with the US Securities and Exchange
Commission (the `SEC`) on Schedule 14D-9 and holders of Gold Fields` Ordinary
Shares and American Depositary Shares are advised to read it when it becomes
available as it will contain important information. Copies of the Schedule 14D-9
and other related documents filed by Gold Fields will be available free of
charge on the SEC`s website at http://www.sec.gov. Any documents filed by
Harmony Gold Mining Company Limited, including the registration statement on
Form F-4 (which includes a preliminary prospectus) dated October 21, 2004 and
related exchange offer materials as well as its Tender Offer Statement on
Schedule TO filed with the SEC on October 22, 2004, will also be available free
of charge on the SEC`s website.
Date: 25/10/2004 08:41:50 AM
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