Harmony Gold Mining Company Limited - SRP dismisse
Harmony Gold Mining Company Limited - SRP dismisses appeal from Gold Fields
Harmony Gold Mining Company Limited
(Incorporated in the Republic of South Africa)
(Registration number 1950/038232/06)
Share code: HAR ISIN: ZAE000015228
(Harmony)
NEWS RELEASE FROM HARMONY
8 November 2004
SRP dismisses the appeal by Gold Fields, calls to question independence of
advisors
Todays ruling by the Executive Committee of the Securities Regulation
Panel (SRP) dismissing the appeal by Gold Fields Limited (Gold Fields) to
have Harmony and JSC MMC Norilsk Nickel (Norilsk) declared concert parties in
relation to the offers came as no surprise, said CE Bernard Swanepoel.
The offers have been reviewed by the relevant regulatory bodies, including the
SRP and we also consulted with the US Securities and Exchange Commission (SEC)
before we made our proposal to the Gold Fields board and Gold Fields
shareholders said CE Bernard Swanepoel.
We have to seriously question the judgement of the Gold Fields board, to date
it has largely based its response to Harmonys legitimate offers on highly
obscure legal and regulatory actions aimed purely at frustrating the offers. The
Gold Fields board has attempted to deny its shareholders the right to consider
the offers.
In addition, the Executive Director of the SRP has ruled that Goldman Sachs
International and JPMorgan plc, the appointed external advisers to Gold Fields
in relation to the offers, are not appropriate external advisers in relation to
the offers for the purposes of the Securities Regulation Code on Takeovers and
Mergers.
Harmony will tomorrow issue a document to Gold Fields shareholders illustrating
the sustainable value creation of its offers and correcting the inaccurate
claims to the contrary made by the Gold Fields board.
If you look beyond all of the lawsuits and other delaying actions by Gold
Fields, the simple fact is that the combination of Harmonys renowned
efficiencies with Gold Fields higher grade ore body would bring value to both
our shareholder bases, said CE Bernard Swanepoel. We firmly believe that this
transaction is in the best interest of all stakeholders, and we are committed to
ensuring that they all have the opportunity to review the facts of the proposed
merger and judge its merit for themselves. What we have been hearing from both
sets of shareholders confirms this.
The document outlines the basis on which the proposed merger would provide short
to medium term shareholder value through sustainable cost savings of R17 billion
(USD$2.8 billion). Harmonys experience with other acquired mines, including two
previously acquired from Gold Fields, suggests that cost savings could well
equate to a market value of R23 billion (USD$3.7 billion).
Harmony confirms that its shareholders will vote on the proposed merger on the
12th November 2004. The early settlement offer for 34.9% of Goldfields entire
issued share capital will close on 26th November 2004.
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
Profile Group (Pty) Ltd. has taken care in preparing all information on this website, but does not accept any liability for errors or out-of-date information.
