| Wed 27 Oct 2004, 17:45 | | Comments On Gold Fields Cautionary |
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Harmony - Comments On Gold Fields Limited`s (`Gold Fields`) Further Cautionary
Announcement
Harmony Gold Mining Company Limited
(Incorporated in the Republic of South Africa)
(Registration number 1950/038232/06)
Share code: HAR ISIN: ZAE000015228
(`Harmony`)
COMMENTS ON GOLD FIELDS LIMITED`S (`GOLD FIELDS`) FURTHER CAUTIONARY
ANNOUNCEMENT
In a cautionary announcement released by Gold Fields during the morning of 27
October 2004, Gold Fields stated that it had received legal advice to the effect
that the offer by Harmony to acquire up to 34,9% of the entire issued share
capital of Gold Fields (`the early settlement 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.
Contrary to the legal advice received by Gold Fields, Harmony has received firm
legal advice that implementation of the early settlement offer does not require
notification to the Competition Authorities as the early settlement offer will
not result in Harmony acquiring control of Gold Fields. Accordingly, only the
subsequent offer is subject to the approval of the Competition Authorities.
Further, Harmony wishes to advise all shareholders that the structure of the
early settlement offer and the subsequent offer (`offers`) were pre-approved by
the Securities Regulation Panel (`SRP`) and reviewed by the United States
Securities and Exchange Commission (`SEC`) prior to the announcement of the
proposed merger on Monday, 18 October 2004. Harmony believes that Gold Fields`
attempt to challenge the approval of the SRP is without merit.
Gold Fields` actions to date have been expressly designed to frustrate the
ability of Gold Fields` shareholders to benefit from the significant value
inherent within the offers and are aimed solely at preventing Gold Fields`
shareholders from deciding for themselves on the merits of the Harmony offers.
Marian van der Walt
Secretary
27 October 2004
Virginia
In connection with the proposed acquisition of Gold Fields, Harmony has filed 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 American Depositary
Shares (`ADSs`)) to be issued in exchange for Gold Fields ordinary shares held
by Gold Fields shareholders located in the US and for Gold Fields ADSs held by
Gold Fields shareholders wherever located, 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
Securities and Exchange Commission, as well as any amendments and supplements to
those documents, because they will 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), 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. Investors and holders of Gold Fields securities will receive
information at an appropriate time on how to obtain transaction-related
documents for free from Harmony or its duly designated agent.
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, 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 United States 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 United States prior to the time the registration statement
becomes effective. No offering of securities shall be made in the United States
except by means of a prospectus meeting the requirements of Section 10 of the
United States Securities Act of 1933, as amended.
.
