| Wed 24 Nov 2004, 16:27 | | INSTITUTIONAL SHAREHOLDER SERVICES |
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GOLD FIELDS - INSTITUTIONAL SHAREHOLDER SERVICES RECOMMENDS IN FAVOUR OF IAMGOLD
TRANSACTION AND ADVISES AGAINST HARMONY`S OFFER
GOLD FIELDS LIMITED
Registration number: 1968/004880/06
ISIN: ZAE000018123 JSE Code: GFI
(`Gold Fields` or the `company`)
INSTITUTIONAL SHAREHOLDER SERVICES RECOMMENDS IN FAVOUR OF IAMGOLD TRANSACTION
AND ADVISES AGAINST HARMONY`S OFFER
Johannesburg, 24 November 2004: Gold Fields Limited (GFI: JSE and NYSE) today
announced that Institutional Shareholder Services (`ISS`) has released a
comprehensive report recommending that the company`s shareholders vote in favor
of the proposed transaction with IAMGold Corporation (TSX:IMG; AMEX:IAG)
(`IAMGOLD`) at the Gold Fields` shareholder meeting on December 7, 2004.
With regard to the Harmony Tender offer, ISS also advised Gold Fields
shareholders that: `based on the current offer level, the offer structure, and
concerns over disclosure, we do not believe that the current offer is in the
interest of GF shareholders`.
Ian Cockerill, Chief Executive Officer of Gold Fields, said: `We are pleased
that ISS have recognised that the creation of Gold Fields International will
unlock substantial value for shareholders. The Gold Fields Board is unwavering
in its belief in the benefits, strategic rationale and value of the proposed
transaction and urge shareholders to consider the advice of ISS.`
`We also welcome ISS`s advice to shareholders not to tender into Harmony`s
coercive and value destroying bid for Gold Fields,` he added.
ISS had a number of concerns regarding the Harmony tender offer, including:
the `disruptive` nature of Harmony`s two-stage offer, which ISS states `is not
in the best interests of Gold Fields` shareholders`;
the offer consisting of Harmony`s `volatile` paper only: `the offer does not
adequately reflect Gold Fields` value`;
Harmony`s lack of disclosure as to its relationship with Norilsk: `a matter of
concern to Gold Fields` shareholders`; and
the `inconsistencies` in the reserve and resource information provided by
Harmony: `reserve statements are highly market sensitive and restatements can
have a large impact on Harmony`s share performance in the future`.
In addition, ISS also stated that:
`The combination with IAMGold will allow Gold Fields to maintain a majority
stake in its international assets without diluting its interest, thus creating a
surge in value for Gold Fields and IAMGold shareholders alike`;
`The transaction will allow Gold Fields` international assets to gain access to
IAMGold`s higher value rating`; and
`The positive market reaction to the IAMGold transaction is evident in the 16%
increase in the IAMGold share price since the deal was announced and 70% of the
value released in the transaction will go directly to Gold Fields shareholders`.
ISS is widely recognized as the leading independent provider of proxy advisory
services in the United States. Its recommendations are relied upon by hundreds
of major institutional investment firms, mutual funds, and other fiduciaries
throughout the world.
The Board and management of Gold Fields urges all shareholders to follow ISS`s
clear advice and NOT tender into the Harmony early settlement offer and to vote
FOR the IAMGold transaction.
About Institutional Shareholder Services
Institutional Shareholder Services is the world`s leading provider of proxy
voting and corporate governance services. Located in Rockville, Maryland, ISS
provides proxy research, voting recommendations and governance advisory services
to financial institutions and corporations worldwide. Founded in 1985, ISS has
satellite offices in New York, Chicago, London, Toronto, Manila and Tokyo.
Joint Financial Advisors to Gold Fields Sponsor to Gold Fields
Goldman Sachs International JPMorgan
JPMorgan
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.
