| Thu 10 Mar 2005, 16:51 | | Harmony - Mid-quarter and Gold Fields bid update f |
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Harmony - Mid-quarter and Gold Fields bid update from Harmony
Harmony Gold Mining Company Limited
(Incorporated in the Republic of South Africa)
(Registration number 1950/038232/06)
Share code: HAR ISIN: ZAE000015228
(`Harmony`)
NEWS RELEASE FROM HARMONY GOLD
10 March 2005
Mid-quarter and Gold Fields bid update from Harmony
At a media and analyst briefing held today, Harmony provided an update on both
its operations and its bid for Gold Fields.
CE Bernard Swanepoel`s presentation covered details of the Competent Person`s
Report (`CPR`) on the company`s reserves, the timetable for competition
authority approval and progress on the Papua New Guinea Hidden Valley growth
project and exploration portfolio following the allocation of its mining
license. He also confirmed that Harmony would be extending its deadline for Gold
Fields shareholders to tender into its subsequent offer.
The CPR, now in the process of being filed with the JSE, shows that Harmony`s
audited proven and probable reserves total 52,1 million ounces. Another 8,3
million ounces of inferred reserves bring Harmony`s total to 60,4 million
ounces, in line with the guidance given at the December quarterly results
presentation and representing only a 3% difference between Harmony`s and SRK`s
reserve estimates.
Swanepoel said that due to the December Christmas holiday, the current reporting
period was traditionally a slow quarter, much in line with what the local
industry experiences every year. Harmony would also be testing its balance sheet
for any impairment charges under the new macroeconomic assumptions due to the
`stronger-for-longer` South African Rand environment. Any such charges would be
reported at the end of the March quarter.
With regard to Harmony`s offers for Gold Fields, Swanepoel said the company`s
expected closing date for the subsequent offer would be extended to 12 p.m.
(South African time) on the 20th of May and that 128 910 Gold Fields shares had
been tendered so far, in line with what is customary for a conditional offer.
`We are extending the date to allow for as much flexibility as possible to
accommodate the delay due to the process at the Competition Tribunal,` said
Swanepoel.
`Harmony`s balance sheet is strong and sustainable and our operations have been
restructured to exist profitably with a strong Rand. We are currently building
five growth projects in South Africa and have exciting projects that will be
developed in Papua New Guinea. We don`t need Gold Fields. We will not pursue
this merger if it is not justifiable at the right price and on the right terms.`
Swanepoel said the current ratio between the two company`s share prices was
`crazy` and that any decisions about the offer would be taken solely with the
best interests of Harmony and its shareholders in mind.
He said that despite the rumours floating around, the only certainty in the
market remains Harmony`s offer to Gold Fields` shareholders.
ENDS
Copies of this announcement and the update briefing presentation are available
on Harmony`s transaction website (www.harmony.co.za)
Issued by (direct line, mobile, email):
Harmony Gold
Ferdi Dippenaar +27 11 684 0140 +27 82 807 3684
Vusi Magadana +27 11 684 0140 +27 72 157 5986
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 +212 929 5500 proxy@mackenziepartners.com
Steve Balet +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.
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.
In connection with the proposed acquisition of Gold Fields, Harmony has filed a
registration statement (File no: 333-120975) on Form F-4 (which was declared
effective by the Securities and Exchange Commission (`SEC`) on February 28,
2005) and filed a final prospectus, dated February 25, 2005, with the SEC
pursuant to Rule 424(b)(3) of the Securities Act of 1933, to register the
Harmony ordinary shares (including Harmony ordinary shares represented by
Harmony American Depositary Shares (`ADSs`)) to be issued in exchange for Gold
Fields ordinary shares held by Gold Fields shareholders located in the United
States and for Gold Fields ADSs held by Gold Fields shareholders wherever
located, as well as a Statement on Schedule TO. Investors and holders of Gold
Fields securities are strongly advised to read the registration statement, the
related exchange offer materials and the final prospectus, 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, related exchange offer materials, the
final prospectus 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. Investors and holders of Gold Fields securities will receive
information at an appropriate time on how to obtain transaction-related
documents for free from Harmony or its duly designated agent. The final
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, 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
communication 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 United States 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 United States prior to the time the
registration statement becomes effective. No offering of securities shall be
made in the United States except by means of a prospectus meeting the
requirements of Section 10 of the United States Securities Act of 1933, as
amended.
Date: 10/03/2005 04:30:04 PM
Produced by the JSE SENS Department
