| Mon 31 Jan 2005, 10:22 | | Gold Fields - Harmony Bid Extension Creates More D |
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Gold Fields - Harmony Bid Extension Creates More Doubt for Shareholders
GOLD FIELDS LIMITED
Registration number: 1968/004880/06
ISIN: ZAE000018123 JSE Code: GFI
(`Gold Fields` or the `company`)
MEDIA RELEASE
Gold Fields: Harmony Bid Extension Creates More Doubt for Shareholders
Johannesburg, 28 January 2005: The Board of Directors of Gold Fields Limited
(GFI: JSE and NYSE) (`Gold Fields`) notes that Harmony Gold Mining Limited
(`Harmony`) has now waived the condition in its offer whereby it required
acceptances in excess of 50%.
The Board welcomes this clear acknowledgement by Harmony that there is no
prospect that they will acquire majority control of Gold Fields as a result of
their offer, which both significantly undervalues Gold Fields and has resulted
in massive value destruction for the shareholders of both companies. The Board
would also like to warn the shareholders of both companies that there can be no
certainty for some time as to what shareholding, if any, Harmony will come to
hold in Gold Fields.
To clarify the circumstance surrounding Harmony`s withdrawal of its 50%
acceptance condition:
1. Harmony, at the last moment, withdrew its application to the Securities
Regulation Panel to extend the 60 day period during which it was entitled
to retain such condition;
2. Harmony has only received an insignificant additional 44,416 Gold Fields
shares in its subsequent offer; and
3. Having now waived the 50% condition, Harmony is clearly indicating that it
is prepared to settle for a minority stake in Gold Fields rather than the
complete takeover it originally envisaged.
Furthermore, Gold Fields would like to point out to shareholders of both
companies that the requisite regulatory approvals, including that of the
Competition Authorities, are unlikely to be forthcoming soon. The Competition
Commission has yet to make its recommendation to the Competition Tribunal, which
will in due course hold hearings in regard to the application before it. This
application is being vigorously opposed not only by Gold Fields, but also by a
number of affected persons including local community bodies, suppliers and trade
unions. Should the application be denied, the Competition Tribunal has the power
to order Harmony to divest itself of any shares it may have acquired under its
composite offer.
Uncertainty for shareholders is further compounded by the fact that:
1. Harmony has no rights in relation to the shares it acquired under the Early
Settlement Officer, and as a result cannot do anything with the shares
pending a ruling from the Competition Tribunal.
2. Norilsk Nickel is not obliged to tender the shares it holds in Gold Fields
unless all regulatory approvals, including Competition approval, are
obtained by 20 May 2005;
3. all shareholders tendering their shares under the subsequent offer are
entitled to withdraw their acceptances at any time up to the offer becoming
wholly unconditional, which would only be if and when the Competition
Tribunal approves Harmony`s bid; and
4. Harmony could be required to divest its shares in Gold Fields should the
Competition Authorities reject their application
Gold Fields Chief Executive Ian Cockerill said, `Contrary to Harmony`s claims,
at this point in time Harmony controls nothing of Gold Fields. And in waiving
the 50% requirement, Harmony has finally acknowledged what the market has been
saying for months: Harmony is not going to succeed in its hostile and
unsolicited attempt to acquire Gold Fields on the cheap. We still await
Harmony`s CPR. While we look forward confidently to our results announcement on
Monday, which we have indicated will show how well our business is performing
despite the strong rand environment, we look forward to hearing how Harmony
explains why over 50% of their shafts are loss making at the current rand gold
price and how they intend to repair their balance sheet and stem the cash burn.
We call on Harmony to end the value destruction and abandon its failed offer. `
ends
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 document 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.
Statements in this document that are not historical facts are `forward-looking
statements`.
These forward-looking statements, including, among others, those relating to the
future business prospects, revenues and income of Gold Fields, wherever they may
occur in this presentation, are necessarily estimates reflecting the best
judgment of the senior management of Gold Fields and involve a number of risks
and uncertainties that could cause actual results to differ materially from
those suggested by the forward-looking statements. As a consequence, these
forward-looking statements should be considered in light of various important
factors, including those set forth materials filed with or furnished to the SEC
from time to time, including Gold Fields` most recent Annual Report on Form 20-
F.
Important factors that could cause actual results to differ materially from
estimates or projections contained in the forward-looking statements include,
without limitation: overall economic and business conditions in South Africa,
Ghana, Australia and elsewhere; the ability to achieve anticipated efficiencies
and other cost savings in connection with past and future acquisitions; the
success of exploration and development activities; decreases in the market price
of gold; the occurrence of hazards associated with underground and surface gold
mining; the occurrence of labor disruptions; availability, terms and deployment
of capital; changes in relevant government regulations, particularly
environmental regulations and potential new legislation affecting mining and
mineral rights; fluctuations in exchange rates, currency devaluations and other
macroeconomic monetary policies; and political instability in South Africa,
Ghana and regionally.
Gold Fields undertakes no obligation to update publicly or release any revisions
to these forward-looking statements to reflect events or circumstances after the
date of this document or to reflect the occurrence of unanticipated events.
Information included in this document relating to Harmony and its business has
been derived solely from publicly available sources. While Gold Fields has
included information in this document regarding Harmony that is known to Gold
Fields based on publicly available information, Gold Fields has not had access
to non-public information regarding Harmony and could not use such information
for the purpose of preparing this document. Although Gold Fields is not aware of
anything that would indicate that statements relating to Harmony contained in
this document are inaccurate or incomplete, Gold Fields is not in a position to
verify information concerning Harmony. Gold Fields and its directors and
officers are not aware of any errors in such information. Subject to the
foregoing and to the maximum extent permitted by law, Gold Fields and its
directors and officers disclaim all liability for information concerning Harmony
included in this document.
Date: 31/01/2005 07:05:31 AM
Produced by the JSE SENS Department
