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Gold Fields Limited - Gold Fields Withdraws From Srp Process And Seeks Relief In
High Court
Gold Fields Limited
Registration number: 1968/004880/06
ISIN: ZAE000018123 JSE Code: GFI
(`Gold Fields` or the `company`)
MEDIA RELEASE
GOLD FIELDS WITHDRAWS FROM SRP PROCESS AND SEEKS RELIEF IN HIGH COURT
Johannesburg, 16 March 2005. Gold Fields Limited (GFI: JSE and NYSE) (`Gold
Fields`) today announced that, prior to the commencement of the proceedings
before the Securities Regulation Panel (SRP), the executive director of the SRP
revealed for the first time to Gold Fields and its advisors previously
undisclosed correspondence between himself and Harmony`s legal advisors.
In its submissions to the SRP, Gold Fields maintained that Harmony`s hostile bid
had lapsed on the basis that the offer had not been declared unconditional as to
acceptances within 60 days of the initial posting of Harmony`s offer document,
on approximately 20 October 2004. Under the South African takeover code, unless
the SRP otherwise consents, an offer must become or be declared unconditional as
to acceptances within 60 days of the initial posting of the offer document,
failing which it will lapse.
The correspondence in question deals with a secret, ex parte ruling, given by
the executive director to Harmony during early December 2004. The ruling was
withheld from Gold Fields and its advisors in contravention of the South African
Takeover Code. Such withholding is inexplicable in light of the fact that in
all the correspondence between Gold Fields` advisors and the SRP, after the
granting of such ruling, the SRP at no stage disclosed the existence of such
ruling. The ruling in effect sought to extend the 60 day period from late
December 2004 until 31 January 2005. In the circumstances of this secret
ruling, Gold Fields withdrew its appeal.
Gold Fields and its advisors are firmly of the view that the conduct of the
executive director does not meet the standards of natural justice and supports
Gold Fields` contention that it has been unfairly treated.
As a result of the disclosure of the secret, ex parte, ruling granted by the
executive director, Gold Fields will launch urgent proceedings in the High Court
of South Africa to review this ruling of the executive director and the conduct
arising there from. The relief that will be sought in the proceedings will
include the setting aside of the secret ruling, which will have the effect that
Harmony`s hostile bid will have lapsed and be void and of no force.
Gold Fields is anxious to have the review proceedings heard as soon as possible.
However, the time of the hearing of the review is governed, to a large degree,
by the speed with which the executive director provides to Gold Fields and the
High Court the full record of his dealings with Harmony and its advisors. Gold
Fields will take all steps within its power to expedite the hearing of the
review proceedings.
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.
16 March 2005
