| Tue 30 Nov 2004, 9:25 | | Overwhelming majority of Gold Fields" Shareholders |
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Overwhelming majority of Gold Fields` Shareholders say `No` to Harmony
Johannesburg, 29 November 2004. The Board of Directors (the `Board`) of Gold
Fields Limited (GFI:JSE and NYSE) today welcomed the fact that the overwhelming
majority of its long term shareholders had opted to reject Harmony`s Early
Settlement Offer which closed on Friday 26th September.
Ian Cockerill, Chief Executive Officer of Gold Fields, commented:
`The low take-up of this offer is a clear indication that our shareholders
recognise that Harmony`s Offer falls woefully short on value. The fact that
only 10.8% of shares were tendered signals that Harmony will never be successful
in gaining control of the company with such an undervalued and ill-conceived
offer. I would like to thank shareholders for this expression of their support.`
`Investors in Gold Fields own an impressive array of assets with great
prospects, domestically and internationally. They are not going to give these
up for a `low ball` offer.`
`Harmony is in a no-win situation. They cannot vote any of the shares they have
acquired. Their offer does not provide our long-term shareholders anything that
resembles value, just Harmony`s over valued shares, no cash and no control
premium. Harmony should withdraw the offer and concentrate on addressing its own
problems and not seek to transfer them to our shareholders.`
On Friday, the Competition Appeal Court interdicted and restrained Harmony or
any third party from voting or exercising any rights attaching to any Gold
Fields shares which Harmony may acquire under the early settlement offer or
otherwise until approval for the early settlement offer has been obtained from
the competition authorities.
Today, the Securities Regulation Panel reinforced that view by ruling that the
Harmony Offer is one, single, composite transaction, subject to the Code and not
two separate transactions.
For more information please visit http://www.goldfields.co.za
ends
In the United States, Gold Fields Limited (`Gold Fields`) will file 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.
CONFIDENTIAL CAUTION
This message is intended only for the use of the individual or entity to which
it is addressed and may contain information that is privileged and confidential.
If the reader of this message is not the intended recipient or the employee or
agent responsible for delivering the message to the intended recipient,
you are hereby notified that any dissemination, distribution or copying of this
communication is strictly prohibited.
If you have received this communication in error, please notify us by telephone
and return the original message to the above address.
