| Thu 3 Feb 2005, 19:01 | | HARMONY GOLD MINING COMPANY LIMITED - CLARIFICATIO |
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HARMONY GOLD MINING COMPANY LIMITED - CLARIFICATION ANNOUNCEMENT
Harmony Gold Mining Company Limited
(Incorporated in the Republic of South Africa)
(Registration number 1950/038232/06)
Share code: HAR ISIN: ZAE000015228
(`Harmony`)
3 February 2005
Clarification announcement
Harmony notes the article by Brendan Ryan in today`s Financial Mail and wishes
to state that Mr Ryan has confirmed that the comment attributed to Mr Swanepoel
that `we are not going to raise the bid` was made in direct response to a
question concerning comments made by Gold Fields` CEO, Ian Cockerill, that
Harmony had been speaking to various hedge funds and that Harmony would
imminently raise its offer for Gold Fields. Harmony had already refuted this in
its announcement dated 1 February 2005. Whilst the comment was taken entirely
out of context, to the extent that it could in any way be interpreted or
misconstrued as a `no increase statement`, Harmony, in compliance with
applicable South African regulatory requirements, hereby withdraws the comment.
For the avoidance of doubt, Harmony wishes to re-confirm its prior statements
that it has no current intention of revising the terms of its offer. The
findings of the Competition Authorities are not expected until March 2005 at the
earliest. Harmony does not currently intend to review its position on the offer
until it has received and properly considered those findings. Furthermore,
whilst Harmony reserves its rights, there can be no assurance that Harmony will
in any way amend or revise the terms of its offer. Any decision taken by Harmony
will be taken solely in the best interests of Harmony and its shareholders.
In the meantime, Harmony advises both Gold Fields and Harmony shareholders to
ignore what Harmony believes to be attempts by Gold Fields` management, through
making misleading statements about Harmony`s purported intentions, to create
confusion which could result in a false market in Gold Fields and Harmony
shares.
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 11 214 2401 +27 82 468 6469 jennifer@bmsa.co.za
Patrick Lawlor +27 11 214 2410 +27 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 +44 207 269 7115 +44 7979 536 619 nic.bennett@fd.com
Charles Watenphul +44 207 269 7216 +44 7866 438 013
charles.watenphul@fd.com
US Information Agent - MacKenzie Partners, Inc
Daniel Burch +1 212 929 5500 proxy@mackenziepartners.com
Steve Balet +1 800 322 2885
Unless the context otherwise requires, the definitions contained in the offer
document or the registration statement sent to Gold Fields shareholders have the
same meaning in this announcement.
In connection with the proposed merger, Harmony has filed with the U.S.
Securities and Exchange Commission (`SEC`), a registration statement on Form F-
4, which includes a preliminary prospectus and related exchange offer materials,
to register the Harmony ordinary shares (including Harmony ordinary shares
represented by Harmony ADSs) to be issued in exchange for the remainder of Gold
Fields ordinary shares held by Gold Fields shareholders resident in the United
States and for Gold Fields ADSs held by Gold Fields shareholders wherever
resident, 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 contain important information. Investors and holders of
Gold Fields securities may obtain free copies of the registration statement, the
preliminary and final prospectus (when available) and 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. The
preliminary 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 in the US,
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 US 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 US prior to the time the registration statement becomes
effective. No offering of securities shall be made in the US 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.
