| Mon 8 Nov 2004, 14:18 | | Gold Fields moves frustrating legal action to US |
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Gold Fields move its frustrating legal action to the United States
Harmony Gold Mining Company Limited
(Incorporated in the Republic of South Africa)
(Registration number 1950/038232/06)
Share code: HAR ISIN: ZAE000015228
(`Harmony`)
Press Release
8 November 2004
Gold Fields moves its frustrating legal action to the United States
Harmony notes the announcement by Gold Fields Limited (`Gold Fields`) on 5
November 2004 that legal action has been launched against Harmony in the United
States District Court, Southern District of New York.
This should be seen in the context of Gold Fields` numerous other attempts to
exploit regulatory and legal manoeuvring to distract from the substantive issues
which should be put before shareholders. It is clear to Harmony that all of
these frustrating legal actions form a strategy by Gold Fields` board and
management to divert attention from their value-destroying IAMGold Corporation,
Inc. proposal and to prevent Gold Fields` shareholders from exercising their
rights to consider a valid offer.
Harmony believes that Gold Fields` action is without merit and will defend the
action vigorously. At the same time, Harmony will make every effort to remind
shareholders that the reason Harmony has made an offer for Gold Fields is
because of the perceived inability of Gold Fields` management to manage those
assets as well as Harmony believes it can.
`We have made premium offers to Gold Fields` shareholders. We believes that the
application of the Harmony Way to the assets currently owned by Gold Fields will
enhance shareholder value for both Gold Fields and Harmony shareholders,` said
Harmony CE, Bernard Swanepoel.
Harmony continues to have confidence that Gold Fields` shareholders will benefit
from the value proposition embedded in its premium offers and remains determined
to let the market be the final arbiter and to let the shareholders decide.
ENDS
Issued by (direct line, mobile, email):
Harmony Gold
Ferdi Dippenaar +27 11 684 0140 +27 82 807 3684
Corne Bobbert +27 11 684 0146 +27 83 380 6614
South Africa - Beachhead Media & Investor Relations
Jennifer Cohen +27 (0)11 214 2401 +27 (0)82 468 6469
jennifer@bmsa.co.za
Patrick Lawlor +27 (0)11 214 2410 +27 (0)82 459 6709
patrick@bmsa.co.za
United States - Financial Dynamics Business Communications
Hollis Rafkin-Sax +1 212 850 5789 +1 917 509 0255
hrafkin-sax@fd-us.com
Torie Pennington +1 212 850 5629 +1 917 838 1369 tpennington@fd
us.com
United Kingdom - Financial Dynamics Business Communications
Nic Bennett +44(0)207 269 7115 +44(0)7979 536 619
nic.bennett@fd.com
Charles Watenphul +44(0)207 269 7216 +44(0)7866 438 013
charles.watenphul@fd.com
US Information Agent - MacKenzie Partners, Inc
Daniel Burch +212 929 5500
proxy@mackenziepartners.com
Steve Balet +800 322 2885
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 (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. The preliminary prospectus and other transaction-related
documents may be obtained for free from MacKenzie Partners, Inc., the
information agent for the U.S. offer, at the following address: 105 Madison
Avenue, New York, New York 10016; telephone 1 (212) 929 5500 (call collect) or 1
(800) 322 2885 (toll-free call); e-mail proxy@mackenziepartners.com. Investors
and security holders may obtain a free copy of the Form 20-F filed with the SEC
on October 5, 2004, as amended, and any other documents filed with or furnished
to the SEC by Harmony at www.sec.gov.
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 expects to send 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.
The directors of Harmony accept responsibility for the information contained in
this press release. To the best of the knowledge and belief of the directors of
Harmony (who have taken all reasonable care to ensure that such is the case),
the information contained in this press release is in accordance with the facts
and does not omit anything likely to affect the import of such information.
Date: 08/11/2004 01:02:07 PM
Produced by the JSE SENS Department
