| Fri 19 Nov 2004, 18:07 | | GOLD FIELDS BOARD URGES SHAREHOLDERS TO REJECT HA |
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GOLD FIELDS BOARD URGES SHAREHOLDERS TO REJECT HARMONY OFFER AND TO VOTE FOR
IAMGOLD TRANSACTION
Gold Fields Limited
Registration number: 1968/004880/06
ISIN: ZAE000018123 JSE Code: GFI
(`Gold Fields` or the `company`)
GOLD FIELDS BOARD URGES SHAREHOLDERS TO REJECT HARMONY OFFER AND TO VOTE FOR
IAMGOLD TRANSACTION
Statement by the Gold Fields Board
NOVEMBER 19TH 2004,
`GOLD FIELDS IS A COMPELLING INVESTMENT WITH SIGNIFICANT OPPORTUNITY`
The Board of Gold Fields (the `Board`) wishes to re-affirm its commitment to a
sustainable and active strategy for growth and value creation for shareholders.
Gold Fields is in robust financial health: liquid, unhedged and internationally
diversified.
Our sustainable cost reduction and revenue enhancement programmes in South
Africa, introduced earlier this year and designed to generate annual cost
savings of R300 million and a revenue uplift of R400 million, are already
beginning to generate improved margins and higher operating profits.
Our international portfolio is developing rapidly. We have a low risk, high
impact project pipeline as well as a highly prospective exploration programme
with projects in all of the major exploration regions of the world. We are well
positioned to produce an additional 1.5 million ounces per annum within five
years from our existing pipeline of international growth projects.
The prospects for the continued, sustainable generation of further shareholder
value through the growth of Gold Fields, both in South Africa and
internationally, are exciting. Therefore the Board is committed to providing
Gold Fields shareholders with alternative options to the unsolicited and value
destroying offer from Harmony, and to continue to maximise value for all Gold
Fields` shareholders.
The proposed reverse takeover of IAMGold by Gold Fields, to create Gold Fields
International as the 70% owned and controlled international subsidiary and
growth vehicle of Gold Fields, is part of the ongoing internationalisation
strategy of Gold Fields, aimed at creating a truly competitive global player in
the gold industry. The Board is unwavering in its belief in the benefits,
strategic rationale and value of the proposed transaction for Gold Fields`
shareholders.
However, given the recent unexpected relaxation of South African exchange
control legislation, it is clear that some shareholders now have reservations
about the terms of the proposed transaction. Shareholders should also be aware
that Norilsk Nickel has provided Harmony with an irrevocable undertaking to vote
their 20% stake in Gold Fields against the completion of the transaction.
Based on our agreement with IAMGold, dated 30th September 2004, Gold Fields is
committed to bringing the transaction to a vote of Gold Fields` shareholders and
using its reasonable commercial endeavours to obtain shareholder approval by the
required majority of 50%.
If the vote of shareholders on December 7th is in favour of the transaction,
then IAMGold will be renamed Gold Fields International and become the 70% owned
and controlled international subsidiary and growth vehicle of Gold Fields.
Although we remain committed to the creation of Gold Fields International
through the reverse takeover of IAMGold, our internationalisation strategy does
not depend on it.
Should Gold Fields` shareholders vote against the transaction, then, following
the termination of Gold Fields` agreement with IAMGold in accordance with the
terms of that agreement, and subject to the necessary approvals, the Board will
move rapidly to implement alternative strategies to ensure that the inherent
value of Gold Fields` international assets can be secured for Gold Fields`
shareholders, rather than for the benefit of Harmony`s shareholders.
In conclusion, Gold Fields acknowledges the concerns of the shareholders of both
Gold Fields and Harmony; of our employees and their unions; and of the South
African Government: that the current situation is bad for both companies, bad
for employees, bad for the gold mining industry, and bad for South Africa. The
Harmony offer in its current form is high risk for all stakeholders; value
destroying for both Gold Fields and Harmony shareholders; and most certainly not
in the best interests of Gold Fields shareholders. The offer is coercive and
undermining of the most basic principles of shareholder democracy.
The Board has repeatedly called on Harmony to withdraw its two-stage offer and
so to create an appropriate environment for constructive talks to take place. To
date no such gesture of goodwill has been forthcoming from Harmony.
From 18 October, the date of the announcement of the hostile offer, to the close
of business in Johannesburg on 16 November 2004, more than R10 billion rand of
shareholder value has been destroyed as the share prices of both Harmony and
Gold Fields have plummeted, despite the strongly rising gold price.
Your Board is committed to maximize value for Gold Fields` shareholders.
We urge you to support our continued efforts in this regard.
We urge you:
- to protect the value you have in your Gold Fields shares;
- to reject Harmony`s derisory offer; and
- not to tender your shares to Harmony.
Ian Cockerill,
Chief Executive Officer
On behalf of the Gold Fields Board:
C M T Thompson* (Chairman)
A J Wright (Deputy Chairman)
I D Cockerill+ (Chief Executive Officer)
K Ansah#
G J Gerwel
N J Holland+ (Chief Financial Officer)
J M McMahon+
G R Parkerø
R L Pennant-Rea+
P J Ryan
T M G Sexwale
B R van Rooyen
C I von Christierson
*Canadian, +British, øAmerican, #Ghanaian.
Sponsor to Gold Fields
Joint Financial Advisors to JPMorgan
Gold Fields
Goldman Sachs International
JPMorgan
Corporate law advisors and
consultants to Gold Fields
Edward Nathan & Friedland
(Pty) Limited
Corporate Law Advisors and
Consultants (Registration
number 1999/026464/21)
Important information:
In the United States, Gold Fields Limited (`Gold Fields`) has filed a
Solicitation/Recommendation Statement with the 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.
This advertisement contains forward-looking statements with respect to Gold
Fields` financial condition, results of operations, business strategies,
operating efficiencies, competitive position, growth opportunities for existing
services, plans and objectives of management, markets for stock and other
matters. These forward-looking statements are subject to a number of risks and
uncertainties and the events discussed herein may not occur.
