| Thu 28 Oct 2004, 13:53 | | GOLD FIELDS |
|
HARMONY GOLD MINING COMPANY LIMITED - GOLD FIELDS
LIMITED (`GOLD FIELDS`) MANAGEMENT`S CAMPAIGN TO
DISENFRANCHISE GOLD FIELDS SHAREHOLDERS
Harmony Gold Mining Company Limited
(Incorporated in the Republic of South Africa)
(Registration number 1950/038232/06)
Share code: HAR ISIN: ZAE000015228
(`Harmony`)
GOLD FIELDS LIMITED (`GOLD FIELDS`) MANAGEMENT`S
CAMPAIGN TO DISENFRANCHISE GOLD FIELDS SHAREHOLDERS
Harmony notes Gold Fields management`s further attempts
to frustrate the ability of Gold Fields shareholders to
assess the merits of Harmony`s offers. The purpose of
these tactics is clearly to divert attention away from
the fundamental issues of shareholder value and to
prevent Gold Fields shareholders from benefiting from the
significant value inherent in the Harmony offers.
Harmony questions whether these tactics are designed to
serve the interests of Gold Fields shareholders or a
separate agenda being pursued by the Gold Fields board
and management.
To date, the Gold Fields board and management has adopted
the following tactics:
- Withholding the register of Gold Fields members in an
attempt to prevent Gold Fields shareholders from
receiving Harmony`s offer document. This tactic failed
when the Securities Regulation Panel (`SRP`) instructed
Gold Fields management to release the register.
- Threatening to interdict Harmony from posting the offer
document. This threat was subsequently withdrawn.
- Challenging the SRP`s approval of Harmony`s offers as
being fully compliant with the requirements of the SRP
Code. This challenge is based solely on the erroneous
and mischievous speculation that there is some form of
concertedness between Harmony and Norilsk. Harmony has
already categorically denied that any such alleged
concertedness exists.
Applying to the Competition Authorities, alleging that
Harmony`s early settlement offer is a notifiable merger
and, as such, cannot proceed in advance of clearance by
the Competition Authorities. This is incorrect as, under
the early settlement offer, Harmony will not be in a
position to exert control over Gold Fields. Harmony`s
ability to control Gold Fields will only arise following
the successful completion of the subsequent offer, which
is conditional on clearance by the Competition
Authorities.
- On 25 October 2004, the Bank of New York, on behalf of
Gold Fields, notified the New York Stock Exchange
(`NYSE`) that Gold Fields intended to bring forward the
date of its general meeting, at which Gold Fields
shareholders will be asked to vote on the IAMGold
transaction, from 7 December 2004 to 11 November 2004.
Gold Fields management has subsequently made the
extraordinary claim that this was a miscommunication.
Gold Fields shareholders should be aware that such an
acceleration of the general meeting would effectively
disenfranchise holders of its American Depositary Shares
(`ADSs`), in that Gold Fields ADS holders would not
receive their documentation in sufficient time to lodge
their forms of proxy. In the absence of proxies from the
ADS holders, Gold Fields management could attempt to vote
the entirety of those ADS holdings at their sole
discretion. Harmony notes that Gold Fields has not yet
amended the record date of 29 October 2004 communicated
by the Bank of New York to the NYSE and questions
whether, to the extent that the general meeting is held
after 11 November 2004, such record date should also be
later in order to ensure that the maximum number of Gold
Fields ADS holders on the register as at the date of the
general meeting are able to vote on a matter that is of
material significance to them.
- Applying to the High Court for an interdict to prevent
Harmony from implementing the offers. The success of
Gold Fields` obscure legal argument is dependant on Gold
Fields proving that Harmony`s offers are effectively a
capital raising directed at the general public.
Harmony`s offers are not offers for subscription to the
public, but rather share exchange offers open only to
Gold Fields shareholders.
Gold Fields shareholders are reminded that, under the
proposed IAMGold transaction, Gold Fields management are
proposing to confine Gold Fields own activities to the
Southern African Development Community and to dispose of:
- Gold Fields` entire international asset portfolio;
- Gold Fields` entire exploration portfolio;
- substantially all of Gold Fields` net cash resources;
- 75% of Gold Fields` operating cash flows;
- all of Gold Fields` growth potential; and
- Gold Fields` ability to pay dividends going forward.
Harmony estimates that in order for Gold Fields
shareholders to recover the value leakage inherent within
the proposed IAMGold transaction, Gold Fields
shareholders would have unnecessarily paid IAMGold
shareholders a premium of some 108% or US$900 million.
Harmony continues to believe that the frustrating actions
by Gold Fields management are a frivolous and
increasingly desperate attempt to prevent Gold Fields
shareholders from exercising their right to choose
between the substantial value implicit in Harmony`s
offers and the enlarged group going forward and the
substantial destruction of Gold Fields shareholder value
inherent in the proposed IAMGold transaction.
Marian van der Walt
Secretary
28 October 2004
Virginia
Harmony
Ferdi +27 11 684 0140 Corne Bobbert +27 11 684
Dippenaar +27 82 807 3684 Investor 0146
Marketing Relations +27 83 380
Director 6614
HSBC INVESTEC
Adrian Coates +44 20 7991 8888 Dennis Tucker +27 11 286
Jan Sanders Kevin Kerr 7324
Tim Morgan- George Nakos
Wynne Andrew Brady
Graham
Shuttleworth
FINANCIAL MERRILL LYNCH
DYNAMICS
Nic Bennett +44 20 7831 3113 Mark Durr +27 11 305
Charles Pat Egan 5811
Watenphul
BEACHHEAD
Jennifer +27 11 214 2400
Cohen
Patrick
Lawlor
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 ADSs to be issued in exchange for
Gold Fields ordinary shares held by Gold Fields
shareholders located in the United States 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 United States Securities and Exchange
Commission (`SEC`), 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.
.
Joint financial advisers and Co-financial
investment banks adviser
HSBC Investec Merrill Lynch
Joint transaction sponsors Attorneys
Investec Merrill Lynch Cliffe Dekker
Hogan and Hartson
