| Thu 25 Nov 2004, 17:11 | | ABSA INDEPENDENT OPINION |
|
GOLD FIELDS LIMITED - ABSA INDEPENDENT OPINION:CONFIRMS OFFER RATIO MATERIALLY
UNFAIR TO GOLD FIELDS SHAREHOLDERS
MEDIA RELEASE
SHARE CODE:GFL
ISIN: ZAE000014270
ABSA INDEPENDENT OPINION:CONFIRMS OFFER RATIO MATERIALLY UNFAIR
TO GOLD FIELDS SHAREHOLDERS
Johannesburg, 25 November 2004: Gold Fields Limited (GFI: JSE and NYSE) today
announced that independent financial advisor ABSA Corporate and Merchant Bank
(`ACMB`), a division of ABSA Bank Limited, has provided its opinion on the
fairness of the Offer Ratio, as offered by Harmony to holders of Gold Fields
securities.
ABSA has concluded in its written summary dated 24 November that:
`Based on the factors considered and procedures undertaken, and utilising a
fixed real gold price in the financial models of R92,000 per kilogram from 1
July 2006 onwards, we are of the opinion that the Offer Ratio offered by Harmony
to holders of Gold Fields securities is materially unfair to holders of Gold
Fields securities.`
The independent financial advisor formed this view following extensive review
and analysis of the offer document, all other publicly available documents and
information, other recent business combinations in the global mining sector, and
other market valuations.
ABSA was appointed on 18 November 2004 by the Gold Fields board of directors to
provide an independent opinion on the fairness of the Offer Ratio in terms of
Rule 3.1 of the South African Securities Regulation Code on Takeovers and
Mergers.
The Board and management of Gold Fields urge all shareholders to protect value
and NOT tender into the Harmony early settlement offer.
Ends
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.
