| Wed 10 Nov 2004, 8:52 | | STOP HARMONY"S ASSULT ON VALUE |
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GOLD FIELDS LIMITED - STOP HARMONY`S ASSULT ON VALUE AND PREVENT A PARALYSINGMOVE FOR THE INDUSTRYGold Fields LimitedRegistration number: 1968/004880/06ISIN: ZAE000018123 JSE Code: GFI(`Gold Fields` or the `company`)STOP HARMONY`S ASSULT ON VALUE AND PREVENT A PARALYSING MOVE FOR THE INDUSTRY9 November 2004Dear ShareholderUnless Harmony`s coercive offer for Gold Fields is stopped on Friday whenHarmony`s shareholders are asked to vote in favour of a massive dilution oftheir holdings, the one certainty from this very public fight will be thedestruction of shareholder value, not only for Harmony`s shareholders but alsofor those of Gold Fields. Irreparable damage could be inflicted on the SouthAfrican gold mining community.Harmony`s shareholders are at risk of having their voting power and economicinterest dramatically eroded, on top of the 16.8% loss in value that has alreadyoccurred since the bid was launched. Gold Fields shareholders are at risk ofhaving their company stolen from them without receiving a full and fair offerfor their shares.There has been condemnation of Harmony`s offer amongst many of Gold Fields`institutional shareholders. It is becoming increasingly clear that it isunlikely that Harmony will ever achieve 100% control of Gold Fields through itsdisenfranchising two-stage offer. The threat posed by this ill-conceived bidis that Gold Fields ends up not being run in the best interest of allshareholders, but finds itself in a scenario in which a number of minoritypositions are created, with a stalemate ensuing whereby management`s options tocreate value for shareholders are effectively paralysed.Without total support from Gold Fields` shareholders, Harmony has no chance ofbeing able to begin to deliver the synergies they claim could come from acombined entity, or to access Gold Field`s cash reserves to help dig them out oftheir financial difficulties. Harmony will be left with a minority position inGold Fields - unable to resolve any of its own problems whilst, as a hostilecompetitor and shareholder, undermining the strategic direction of Gold Fields -a lose-lose for shareholders in both companies.Harmony is trying to make its problems Gold Fields problems. Gold Fields hashigh quality long-term assets that require sustainable management practices, notshort term cost cutting. The Harmony Way will shorten the lives of some ofSouth Africa`s greatest mines.Gold Fields is prepared to engage in a dialogue with Harmony if a single, freeand fair offer were to be tabled, creating a level playing field where allshareholders are able to vote, safe in the knowledge they are in possession ofall of the facts. In the absence, so far, of such an offer, the Board of GoldFields is obliged to again urge Harmony shareholders to vote against thedilution resolution and to recommend that Gold Fields shareholders reject theHarmony offer as it currently stands.Open letter to shareholders from Chris ThompsonGold Fields ChairmanFrom the JSE Stock Exchange close of the 15th October 2004 to the 8th November2004In the United States, Gold Fields Limited (`Gold Fields`) has filed aSolicitation/Recommendation Statement with the US Securities and ExchangeCommission (the `SEC`) on Schedule 14D-9 and holders of the Gold Fields OrdinaryShares and American Depositary Shares are advised to read it as it containsimportant information. Copies of the Schedule 14D-9 and other related documentsfiled by Gold Fields are available free of charge on the SEC`s website athttp://www.sec.gov. Any documents filed by Harmony Gold Mining Company Limited,including any registration statement on Form F-4 (including any prospectuscontained therein) and related exchange offer materials as well as its TenderOffer Statement on Schedule TO, will also be available free of charge on theSEC`s website.This document contains forward-looking statements with respect to Gold Fields`financial condition, results of operations, business strategies, operatingefficiencies, competitive position, growth opportunities for existing services,plans and objectives of management, markets for stock and other matters. Theseforward-looking statements are subject to a number of risks and uncertaintiesand the events discussed herein may not occur.The directors of Gold Fields accept responsibility for the information containedin this document. To the best of their knowledge and belief (having taken allreasonable care to ensure that such is the case) the information contained inthis document is in accordance with the facts and does not omit anything likelyto affect the import of such information.Information included in this document relating to Harmony and its business hasbeen derived solely from publicly available sources. While Gold Fields hasincluded information in this document regarding Harmony that is known to GoldFields based on publicly available information, Gold Fields has not had accessto non-public information regarding Harmony and could not use such informationfor the purpose of preparing this document. Although Gold Fields is not aware ofanything that would indicate that statements relating to Harmony contained inthis document are inaccurate or incomplete, Gold Fields is not in a position toverify information concerning Harmony. Gold Fields and its directors andofficers are not aware of any errors in such information. Subject to theforegoing and to the maximum extent permitted by law, Gold Fields and itsdirectors and officers disclaim all liability for information concerning Harmonyincluded in this document.Copies of this document are not being made available, and must not be mailed,forwarded, transmitted or otherwise distributed or sent in or into Australia,Canada, Japan, the Republic of Ireland or any other jurisdiction in which it isillegal to make the offer and persons receiving this document (includingcustodians, nominees and trustees) must not distribute, forward, mail, transmitor send it in or into or from Australia, Canada, Japan, the Republic of Irelandor any such other jurisdiction.Joint Financial Advisors to Gold Fields Sponsor to Gold FieldsGoldman Sachs International JPMorganJPMorganCorporate law advisors and consultantsto Gold FieldsEdward Nathan & Friedland (Pty) LimitedCorporate Law Advisors and Consultants(Registration number 1999/026464/21)
