Gold Fields - South Africa"s high court rules that
Gold Fields - South Africa`s high court rules that Harmony`s bid for Gold Fields
ended December 2004
Gold Fields Limited
Registration number: 1968/004880/06
ISIN: ZAE000018123 JSE Code: GFI
(`Gold Fields` or the `company`)
MEDIA RELEASE
South Africa`s High Court rules that Harmony`s bid for Gold Fields ended
December 2004
Johannesburg, 20 May 2005: Gold Fields Limited (GFI: JSE and NYSE) (`Gold
Fields`) is pleased to announce that the High Court of South Africa today ruled
that:
- Harmony`s offer lapsed on 18 December 2004;
- Gold Fields has not, subsequent to 18 December 2004, been subject to the
provisions of the Code or any Code Rules affecting a target or an offeree
company;
- the Harmony offer was not capable in law of being revised or reinstated
after it lapsed on 18 December 2004 and that the Harmony offer was not
capable in law of being revised or reinstated at the current time; and
- Harmony is precluded from making any further offer for the shares of Gold
Fields for a period of 12 months from 18 December 2004.
Gold Fields` application in the High Court against the South African Securities
Regulation Panel (SRP) and Harmony Gold Mining Company Limited (Harmony) arose
after Gold Fields withdrew from an appeal hearing before the Executive Committee
of the SRP on 16 March 2005. At the hearing it emerged that the Executive
Director of the SRP may have given a secret, ex parte ruling to Harmony
regarding the extension of Harmony`s hostile bid early in December 2004. This
ruling in effect sought to extend the 60-day period in which an offer must be
declared unconditional as to acceptances, from late December 2004 until 31
January 2005.
Under South Africa`s 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.
Throughout the course of the hostile bid and in its submissions to the SRP, Gold
Fields has maintained that Harmony`s bid had lapsed on 18 December 2004, 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 which posting
took place on approximately 20 October 2004.
In its High Court application, Gold Fields sought relief that included the
setting aside of the secret ruling if the court found that a ruling had been
given, which would have the effect that Harmony`s hostile bid had lapsed on the
18 December 2004 and is void and of no force.
The High Court also ordered that the SRP and Harmony pay the costs of the
application.
ends
Date: 20/05/2005 01:08:02 PM
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