| Wed 24 Nov 2004, 9:37 | | Harmony wins another battle: |
|
Harmony - News Release From Harmony
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
23 November 2004
Harmony wins another battle:
U.S. District Court denies Gold Fields` motion for preliminary injunction
The United States District Court for the Southern District of New York today
denied a motion for preliminary injunction by Gold Fields Limited (`Gold
Fields`) which sought to block Harmony`s offer to Gold Fields` shareholders in
the U.S. In addition, the Court ruled that the evidence submitted failed to
support Gold Fields` claim that Harmony mislead Gold Fields` U.S. shareholders
concerning Harmony`s disclosure of its gold reserves in the Registration
Statement filed with the United States Securities and Exchange Commission.
`We are pleased but not surprised by this judgment. Gold Fields` management has
embarked on frustrating and, in our view, frivolous litigation to divert
attention and to frustrate the ability of Gold Fields shareholders to assess the
merits of Harmony`s offers,` said Harmony CE Bernard Swanepoel.
`We were disappointed that Gold Fields reverted to litigating in the US,
particularly after the South African courts and regulators have ruled against
them and confirmed the validity of our offers and rejected numerous legal and
regulatory actions by Gold Fields. Despite Gold Fields` protestations that they
are a champion of the South African cause, they have indicated clearly with this
legal challenge in the US, that they have no confidence in South Africa`s
regulatory regime. We appreciate that the US courts dealt with their claims on
a accelerated basis.`
Gold Fields has been unsuccessful in their litigation to date and Swanepoel said
he hopes that they will reconsider the other delaying tactics they have employed
so that their shareholders can assess Harmony`s offers for themselves.
Harmony`s early settlement offer is scheduled to close on 26 November 2004 and
is unconditional in all respects. Harmony urges Gold Fields` shareholders to
accept the offer.
ENDS
Issued by (direct line, mobile, email):
Harmony Gold
Ferdi Dippenaar +27 11 684 0140 +27 82 807 3684
Corne Bobbert +27 11 684 0146 +27 83 380 6614
South Africa - Beachhead Media & Investor Relations
Jennifer Cohen +27 (0)11 214 2401 +27 (0)82 468 6469 jennifer@bmsa.co.za
Patrick Lawlor +27 (0)11 214 2410 +27 (0)82 459 6709 patrick@bmsa.co.za
United States - Financial Dynamics Business Communications
Hollis Rafkin-Sax +1 212 850 5789 +1 917 509 0255 hrafkin-sax@fd-
us.com
Torie Pennington +1 212 850 5629 +1 917 838 1369 tpennington@fd-
us.com
United Kingdom - Financial Dynamics Business Communications
Nic Bennett +44(0)207 269 7115 +44(0)7979 536 619
nic.bennett@fd.com
Charles Watenphul +44(0)207 269 7216 +44(0)7866 438 013
charles.watenphul@fd.com
US Information Agent - MacKenzie Partners, Inc
Daniel Burch +212 929 5500 proxy@mackenziepartners.com
Steve Balet +800 322 2885
In connection with the proposed acquisition of Gold Fields, Harmony has filed a
registration statement on Form F-4 (which was declared effective by the
Securities and Exchange Commission (SEC) on November 19, 2004) and filed a final
prospectus, dated November 19, 2004, with the SEC pursuant to Rule 424(b)(5) of
the Securities Act of 1933, 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 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 final prospectus,
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 final
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.
The directors of Harmony accept responsibility for the information contained in
this announcement. To the best of the knowledge and belief of the directors of
Harmony (who have taken all reasonable care to ensure that such is the case),
the information contained in this announcement is in accordance with the facts
and does not omit anything likely to affect the import of such information.
Date: 24/11/2004 09:04:51 AM
Produced by the JSE SENS Department
