Gold Fields Limited - Appropriate External Advisors To Gold Fields
Gold Fields Limited
Registration number: 1968/004880/06
ISIN: ZAE000018123 JSE Code: GFI
(`Gold Fields` or the `Company`)
APPROPRIATE EXTERNAL ADVISORS TO GOLD FIELDS
Shareholders of Gold Fields (the `Shareholders`) are advised that in connection
with the offer by Harmony Gold Mining Company Limited for Gold Fields (the
`Offer`), the Securities Regulation Panel (the `SRP`) has ruled that:
Goldman Sachs International and JPMorgan plc (collectively the `Financial
Advisors`), the appointed external advisors to the board of directors of Gold
Fields (the `Board`), are not `appropriate external advisors` for the purposes
of Rule 3.1 of the Securities Regulation Code on Takeovers and Mergers (the
`Code`); and
the Board should obtain a further opinion from an appropriate financial advisor
in accordance with the provisions of Rule 3.4 of the Code, (collectively the
`Ruling`).
As stated publicly on a number of occasions, the sole objective of the Board is
to act in the best interests of the Shareholders, including by ensuring that any
offer made for Gold Fields is lawful and should adequately reflect the true
value of Gold Fields for the Shareholders. The Company firmly believes that the
Financial Advisors are properly assisting the Board in this objective.
In order to provide an additional opinion for the information of the
Shareholders as soon as possible and notwithstanding its having lodged an appeal
in respect of the Ruling, the Board has appointed Andisa Capital (Pty) Ltd as an
additional appropriate external advisor. It is intended that this opinion should
be made available to the Shareholders by no later than Monday, 15 November 2004.
The Board is furthermore of the view that the Financial Advisors have conducted
themselves at all times with absolute objectivity and independence, as would be
expected of international investment banks of their global standing and
reputation. The Financial Advisors continue to advise the Company in relation to
the Offer.
Johannesburg
8 November 2004
Joint Financial Advisors to Sponsor to Gold Fields
Gold Fields JPMorgan
Goldman Sachs International
JPMorgan
Corporate law advisors and Legal advisors to the
consultants to Gold Fields financial advisors
Edward Nathan & Friedland Webber Wentzel Bowens
(Pty) Limited
Corporate Law Advisors and
Consultants (Registration
number 1999/026464/21)
In the United States, Gold Fields Limited (`Gold Fields`) has filed a
Solicitation/Recommendation Statement with the US Securities and Exchange
Commission (the `SEC`) on Schedule 14D-9 and holders of the Gold Fields Ordinary
Shares and American Depositary Shares are advised to read it as it contains
important information. Copies of the Schedule 14D-9 and other related documents
filed by Gold Fields are available free of charge on the SEC`s website at
http://www.sec.gov. Any documents filed by Harmony Gold Mining Company Limited,
including any registration statement on Form F-4 (including any prospectus
contained therein) and related exchange offer materials as well as its Tender
Offer Statement on Schedule TO, will also be available free of charge on the
SEC`s website.
Goldman Sachs International, which is authorised and regulated in the United
Kingdom by the Financial Services Authority, and JP Morgan are each acting
exclusively for Gold Fields and no one else in connection with the Offer and
will not be responsible to anyone other than Gold Fields for providing the
protections afforded to customers of Goldman Sachs International and JP Morgan,
as the case may be, or for providing advice in relation to the Offer or any
matter referred to herein.
Date: 08/11/2004 01:00:31 PM
Produced by the JSE SENS Department
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