| Fri 12 Nov 2004, 17:32 | | Gold Fields CEO: Gold Fields Shareholders Will Dec |
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Gold Fields CEO: Gold Fields Shareholders Will Decide: The Real Issue Is Value
Gold Fields Limited
Registration number: 1968/004880/06
ISIN: ZAE000018123 JSE Code: GFI
(`Gold Fields` or the `company`)
GOLD FIELDS CEO: GOLD FIELDS SHAREHOLDERS WILL DECIDE: THE REAL ISSUE IS VALUE
Johannesburg, 12 November 2004. The Board of Directors of Gold Fields (the
`Board`) today commented on the results of Harmony Gold Mining Company Ltd.
(`Harmony`) General Meeting where its shareholders voted in favour of increasing
Harmony`s authorised share capital.
The Board said that the outcome of the vote was not a surprise as Harmony`s
financial position had left its shareholders with little choice other than to
support the company`s hostile and coercive takeover bid to acquire the more
valuable Gold Fields` assets.
Ian Cockerill, Chief Executive of Gold Fields, commented,
`Today`s vote has strengthened our resolve to fight this value destructive move
from Harmony. There is nothing in it for our shareholders.`
Cockerill continued, `Harmony is trying to solve its financial problems at the
expense of our shareholders. They desperately need our cash to service their
debt. Whichever way you look at the Harmony offer, Gold Fields shareholders
stand to lose.`
In reaffirming the Gold Fields value proposition, the Board cited the following:
- Gold Fields has delivered a 200% return to its shareholders over the last
five years; Harmony`s equivalent return is only 112% (based on relative
share performance inclusive of dividends reinvested);
- Gold Fields has achieved headline earnings for the last 5 quarters; Harmony
has reported headline losses for the last five quarters; and
- Gold Fields has generated positive cash flow from operating activities
(excluding dividends paid) of R 1.7 billion (F2004) and R 0.2 billion (Q1
F2005) and has over R3.4 billion (in cash or cash equivalents); Harmony is
burning cash, has debts of over R 3.3 billion with more than R 500 million
of deferred payments due in January 2005.
The Board urges Gold Fields shareholders to protect their investment and not
tender their shares into Harmony`s Early Bird Offer.
Ends
Joint Financial Advisors to Gold Fields
Goldman Sachs InternationalJPMorgan
Sponsor to Gold Fields
JP Morgan
Corporate law advisors and consultants to Gold Fields
Edward Nathan & Friedland (Pty) Limited
Corporate Law Advisors and Consultants
(Registration number 1999/026464/21)
In the United States, Gold Fields Limited (`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 this document available 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.
