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Gold Fields - Andisa Capital Elects Not To Proceed As Appropriate External
Adviser
Gold Fields Limited
(Registration number: 1968/004880/06)
ISIN: ZAE000018123 JSE Code: GFI
(`Gold Fields` or the `company`)
ANDISA CAPITAL ELECTS NOT TO PROCEED AS APPROPRIATE EXTERNAL ADVISER
Johannesburg, 12 November 2004. Gold Fields Limited (`Gold Fields`) announces
today that it was informed on 10 November that Andisa Capital (`Andisa`) has
elected not to proceed with its mandate to act as an Appropriate External
Advisor to Gold Fields.
Andisa`s decision was made following discussions with the Securities Regulation
Panel (SRP) regarding the requirements of the SRP Code in relation to the form
and content of their Fair and Reasonable Opinion. At these discussions Andisa
was informed that it would be required, inter alia, to give advice as to how the
Harmony Offer affects the interest of all shareholders, including specifically,
where applicable, minority shareholders, and that the substance of such advice
would have to be conveyed to shareholders. The substance of such advice would
have to include the exchange ratio arrived at and against which the Harmony
Offer was measured and whether or not the early settlement offer was fair and
reasonable. Andisa is of the view that the effect of this is tantamount to being
obliged to disclose an exchange ratio at which the transaction would be fair and
reasonable to Gold Fields shareholders. Andisa has therefore declined to act.
Gold Fields will be discussing alternatives with the SRP.
ends
In the United States, 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.
The directors of Gold Fields accept responsibility for the information contained
in this document. To the best of their knowledge and belief (having taken all
reasonable care to ensure that such is the case) the information contained in
this document is in accordance with the facts and does not omit anything likely
to affect the import of such information. 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 is illegal to make the offer and persons
receiving this document (including custodians, nominees and trustees) must not
distribute, forward, mail, transmit or send it in or into or from Australia,
Canada, Japan, the Republic of Ireland or any such other jurisdiction.
Joint Financial Advisors to Gold Fields
Goldman Sachs International
JPMorgan
Sponsor to Gold Fields
JPMorgan
Corporate law advisors and consultants to Gold Fields
Edward Nathan & Friedland (Pty) Limited
Corporate Law Advisors and Consultants (Registration number 1999/026
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