| Fri 12 Nov 2004, 13:35 | | Results of General Meeting |
|
Harmony - Results of General Meeting: Harmony shareholders approve the
resolutions in relation to the proposed merger with 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
12 November 2004
Results of General Meeting: Harmony shareholders approve the resolutions in
relation to the proposed merger with Gold Fields
Harmony is pleased to announce that, at the general meeting of Harmony
shareholders held today, the overwhelming majority of Harmony shareholders voted
in favour of the resolutions to implement Harmony`s proposed merger with Gold
Fields Limited (`Gold Fields`). In total, 85.0% of Harmony shareholders voted
at the meeting, of which 87.7% voted in favour and only 11.4% voted against the
proposed merger. Harmony has received a discretionary proxy in respect of
approximately 67 million Harmony shares held under Harmony`s American Depositary
Receipt program. These shares have been voted in favour of all of the
resolutions proposed at the general meeting. Even if these shares were not
voted in favour of the resolutions, sufficient Harmony shareholders,
approximately 83.7%, voted in favour to ensure that all resolutions were duly
passed. The special resolution is being lodged with the Registrar of Companies
for registration.
`We would like to thank our shareholders for approving the proposed merger and
for their continued support. Our shareholders have endorsed our vision of
creating a highly profitable South African champion which, from the outset, will
be the largest gold producer in the world with the ability to compete
successfully internationally. I am convinced that, by applying Harmony`s
superior and proven operational efficiency to Gold Fields` assets, we will build
an exciting platform to create substantial value for both Harmony and Gold
Fields shareholders. Harmony shareholders have clearly recognised this
potential value and have demonstrated their overwhelming support for the
proposed merger. We are confident that Gold Fields shareholders, who will hold
approximately 66% of the enlarged group and therefore benefit substantially from
the value unlocked by this transaction, will do likewise,` said CE Bernard
Swanepoel.
The following are the salient dates in relation to Harmony`s offers for Gold
Fields` entire issued share capital.
Last day to trade on the JSE to be eligible to participate in
the early settlement offer: Friday, 19 November
Shares trade ex the right to participate
in the early
settlement offer: Monday, 22 November
Early settlement offer closing date: Friday, 26 November
Announcement of the results of the early settlement
offer on or about: Monday, 29 November
Subsequent offer opens: Monday, 29 November
Gold Fields general meeting: Tuesday, 7 December
Anticipated date of the Competition Tribunal finding
regarding the proposed merger: Tuesday, 18 January
Anticipated date for the finalisation date announcement,
once all conditions precedent have been fulfilled and the
subsequent offer has become unconditional as to
acceptances: Tuesday 18 January
Anticipated date for the last day to trade on the JSE to
be eligible to participate in the subsequent offer: Friday, 28 January
Anticipated subsequent offer closing date: Friday, 4 February
Note:
With the exception of the Gold Fields general meeting and the anticipated date
of the Competition Tribunal finding regarding the proposed merger, the dates set
out above are subject to change at Harmony`s sole discretion and the approval of
the requisite regulatory authorities. Any such change will be announced on SENS
and published in the press.
Unless the context otherwise requires, the definitions contained in the offer
document or the registration statement sent to Gold Fields shareholders have the
same meaning in this announcement.
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 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
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. 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.
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.
