| Mon 16 May 2005, 16:55 | | Gold Fields - Media Release |
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Gold Fields - Media Release
Gold Fields Limited
Registration number: 1968/004880/06
ISIN: ZAE000018123 JSE Code: GFI
(`Gold Fields` or the `company`)
MEDIA RELEASE
Gold Fields urges its shareholders to continue to refrain from tendering into
Harmony`s hostile offer
Johannesburg, 16 May 2005. During the final week of the hostile bid by Harmony
Gold Mining Company Limited (`Harmony`) for Gold Fields (GFI: JSE and NYSE)
(`Gold Fields`), Chief Executive Ian Cockerill continued to urge Gold Fields
shareholders to reject Harmony`s offer and protect value by not tendering into
the offer, saying: `We stated from the beginning that Harmony`s offer does not
represent fair value and is funded by overvalued Harmony shares. And we have
seen that since the hostile bid was launched in October the value of Harmony`s
bid has only worsened.`
Harmony`s hostile bid for Gold Fields will close on Friday 20 May, a full seven
months after its launch. To date, based on Harmony`s public announcements, they
have acquired only 11.8% of Gold Fields` shares either in the form of shares or
American Depositary Receipts (ADR`s). Harmony`s Chief Executive publicly
admitted in an interview published on 15 May 2005 that the company is not likely
to have a much larger Gold Fields stake than this when the offer closes.
Gold Fields notes that since Harmony made its hostile and unsolicited bid, the
share prices of both companies have fallen substantially, and the value
differential between the respective share prices has widened markedly,
indicating the market view that Harmony`s all-share offer significantly
undervalues Gold Fields.
On 10 May 2005, Harmony officially declared that it would not increase its
current offer of 1.275 of Harmony shares for each Gold Fields share. At
Friday`s market closing prices, Harmony`s offer was trading at a 24% discount
(representing an offer ratio of 1.57) to its original offer ratio of 1.275.
At the current market price of the respective shares, a Gold Fields shareholder
would lose R11.90 or US$1.77 for every Gold Fields share or ADR, respectively,
tendered into Harmony`s offer.
The Board expects that Gold Fields` strategy of investing in its high quality
South African assets, coupled with the success of its international
diversification, will continue to deliver strong returns for all of its
stakeholders. Without question, the Board remains committed to creating and
executing a sustainable strategy for growth and value creation.
The Board believes that Gold Fields is in a robust financial position, has been
consistently profitable and has improving margins. Gold Fields is liquid,
unhedged and internationally diversified and this strategy has proven to be the
right one, despite difficult market conditions. The Board continues to believe
that an independent Gold Fields is the complete gold company, offering a
compelling investment.
Gold Fields Chief Executive Ian Cockerill concludes: `The Board and I believe
Gold Fields will continue to deliver sustainable and profitable operations,
optionality and growth to our shareholders. We are committed to taking the steps
required to restore the value destroyed as a consequence of Harmony`s hostile
and unsolicited bid. In the meantime we continue to urge shareholders to not
tender their shares or ADR`s into the 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 in 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 labour 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: 16/05/2005 04:51:09 PM
Produced by the JSE SENS Department
