GOLD FIELDS LIMITED - FURTHER CAUTIONARY ANNOUNCEMENT
GOLD FIELDS LIMITED
Registration number: 1968/004880/06
ISIN: ZAE000018123 JSE Code: GFI
(`Gold Fields` or the `company`)
FURTHER CAUTIONARY ANNOUNCEMENT
Shareholders of Gold Fields (`shareholders`) are referred to the announcement
published by Gold Fields in the press on 19 October 2004, regarding an offer for
the entire issued share capital of Gold Fields by Harmony Gold Mining Company
Limited (`Harmony`), a circular in respect of which may now have been received
by shareholders.
Gold Fields has received legal advice to the effect that the early settlement
offer, in terms of which Harmony is seeking to acquire for early settlement up
to 34,9% of the entire issued share capital of Gold Fields, whether in isolation
or in combination with the so-called subsequent offer, is an unlawful construct
designed to evade the jurisdiction of various regulatory authorities and is, in
particular, a notifiable merger for the purposes of the Competition Act, 1998,
as amended. As such, according to legal advice received, the offer may not
lawfully be implemented in whole or in part prior to notification to the
Competition authorities and receipt of approval from them.
In order to obtain certainty for shareholders and to enable them to determine
how they should in their best interests deal with the offer from Harmony, Gold
Fields has submitted an application to the Competitions Tribunal to interdict
the apparent unlawful implementation of the offer.
Until such time as further information regarding the outcome of the application
becomes available, shareholders are advised to continue to exercise caution when
dealing in securities of the company.
Johannesburg
26 October 2004
Joint Financial Advisors to Sponsor to Gold Fields
Gold Fields JPMorgan
Goldman Sachs International
JPMorgan
Corporate law advisors and
consultants to Gold Fields
Edward Nathan & Friedland (Pty)
Limited
Corporate Law Advisors and
Consultants (Registration
number 1999/026464/21)
This announcement has been made for regulatory reasons in South Africa and
does not constitute a solicitation or recommendation of Gold Fields Limited
(`Gold Fields`) and should not be construed in such a manner. In the
United States, 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: 27/10/2004 09:16:38 AM
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