| Wed 18 May 2005, 18:12 | | Harmony offer for Gold Fields is not unconditional |
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Gold Fields - Harmony offer for Gold Fields is not unconditional
Gold Fields Limited
Registration number: 1968/004880/06
ISIN: ZAE000018123 JSE Code: GFI
(`Gold Fields` or the `company`)
Harmony offer for Gold Fields is not unconditional
Johannesburg 18 May 2005. Harmony Gold Mining Company Limited (`Harmony`)
issued a press release on 17 May 2005 stating inaccurately that its hostile
offer for Gold Fields Limited (GFI: JSE and NYSE) (`Gold Fields`) is
unconditional in all respects following last week`s approval by the South
African Competition Tribunal approval of the proposed merger.
Harmony`s bid is not unconditional and will not be, pending an appeal against
the whole of the order of the Competition Tribunal to South Africa`s highest and
final competition authority, the Competition Appeal Court (`CAC`).
After announcing on 10 May 2005 its intention to appeal the Competition Tribunal
ruling, Gold Fields has noted an appeal against the whole of the order of the
Competition Tribunal to the CAC, inter alia on the basis that the Tribunal erred
in failing to find that the proposed merger is likely to substantially prevent
or lessen competition and that the proposed merger cannot be justified on
substantial public interest grounds having regard to the factors set out in the
Competition Act.
The Harmony offer document clearly states that the proposed merger is subject to
approval by the South African Competition Authorities. The offer will therefore
remain conditional pending the final determination by the CAC of the
permissibility of the proposed merger.
As a result of Gold Fields` appeal:
Harmony`s subsequent offer has not become unconditional;
Harmony may not, in terms of the provisions of the Competition Act and the terms
of the Harmony offer, implement the subsequent offer; and
The CAC`s interdict of Harmony voting any of its shares in Gold Fields until
final determination by the competition authorities of the merger application
therefore stands, and Harmony may not vote such shares as it may have acquired
in the early settlement offer or otherwise until the CAC has finally determined
Gold Fields` appeal.
In addition, Harmony`s announcement is deficient in that it does not make a
reference to the imminent High Court judgement on the question that the offer
may already have lapsed on or about 18 December 2004.
Gold Fields therefore continue to urge shareholders not to tender their shares
or ADR`s into the offer.
-ends-
Sponsor
JPMorgan
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
fi led by Gold Fields are available free of charge on the SEC`s website at
http://www.sec.gov. Any documents fi led 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.
Date: 18/05/2005 05:32:03 PM
Produced by the JSE SENS Department
