| Fri 11 Feb 2005, 15:01 | | Gold Fields - Announcement |
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Gold Fields - Announcement
Gold Fields Limited
(Registration number: 1968/004880/06)
ISIN: ZAE000018123 JSE Code: GFI
(`Gold Fields` or the `company`)
Announcement
Gold Fields notes that the Competition Commission has recommended to the
Competition Tribunal that the merger with Harmony be approved subject to a 24-
month moratorium on all redundancies other than a maximum of 1,500 employees in
corporate, management and supervisory positions.
Being the investigative arm, the Commission`s recommendation is the first step
of a two-stage process. The next step is for the Tribunal to adjudicate the
matter in terms of the Competition Act, which requires a public hearing. At the
hearing by the Tribunal all parties have the right to ventilate the relevant
issues concerning the merger. After such public hearing, the Tribunal is
empowered to agree or disagree with recommendations of the Commission.
Gold Fields welcomes the opportunity for customers, suppliers, unions, employees
and concerned local municipalities, among others, to state their opposition to
Harmony`s hostile offer before the Tribunal.
It is important to point out that the Tribunal may or may not follow the
recommendation of the Commission and is free to reach a totally different
conclusion.
Therefore our shareholders are advised not to act in reliance on the
Commission`s decision, nor on any suggestion either by Harmony, the press or
others, that the Commission`s recommendation is indicative of the ultimate
outcome of the matter.
11 February 2005,
Johannesburg
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.
Joint Financial Advisors to Gold Sponsor to Gold Fields
Fields JPMorgan
Goldman Sachs International
JPMorgan
Corporate law advisors and Legal Advisors to Gold Fields
consultants to Gold Fields Edward Nathan & Friedland (Pty) Limited
Edward Nathan & Friedland (Pty) Linklaters
Limited Skadden, Arps, Slate, Meagher & Flom
Corporate Law Advisors and (UK) LLP
Consultants (Registration number
1999/026464/21)
Date: 11/02/2005 02:56:13 PM
Produced by the JSE SENS Department
