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Harmony Gold Extends the Closing Date of the Subsequent Offer for
Gold Fields
JOHANNESBURG, South Africa, March 10 /PRNewswire-FirstCall/ -- Harmony Gold
Mining Company Limited (NYSE: "HMY"; JSE: "HAR") hereby announces that the
expected closing date of the subsequent offer is hereby extended to 12.00 p.m.
(South African time) on Friday, 20 May 2005.
Harmony will notify shareholders by means of a public announcement of any
amendment to the expected closing date of the subsequent offer set out above.
Harmony announces that as at 5.00 p.m. (South African time) on 9 March 2005,
valid acceptances of the subsequent offer had been received in respect of a
total of 128 910 Gold Fields (NYSE: "GFI"; JSE: "GFI") shares. As previously
announced, Harmony considers this level of acceptances to be entirely
consistent with customary market practice where an offer is still awaiting
approval from the competition authorities.
In addition, as previously announced, Harmony has received an irrevocable
undertaking from Norilsk to accept the subsequent offer in respect of
98,467,758 Gold Fields shares, representing approximately 20.03% of the entire
issued share capital of Gold Fields.
Accordingly, Harmony now either owns, has received valid acceptances of the
subsequent offer or has an irrevocable undertaking to accept the subsequent
offer in respect of a total of 155 326 496 Gold Fields shares representing
approximately 31.6% of the entire issued share capital of Gold Fields.
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
http://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 .
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.
DATASOURCE: Harmony Gold Mining Company Limited
CONTACT: Ferdi Dippenaar, +27-11-684-0140, mobile, +27-82-807-3684, or
Vusi Magadana, +27-11-684-0140, both of Harmony Gold Mining Company Limited;
Jennifer Cohen, +27-11-214-2401, mobile, +27-82-468-6469, ,
or Patrick Lawlor, +27-11-214-2410, mobile, +27-82-459-6709,
, both of Beachhead Media & Investor Relations, South Africa
for Harmony Gold Mining Company Limited; Hollis Rafkin-Sax, +1-212-850-5789,
mobile, +1-917-509-0255, , or Torie Pennington,
+1-212-850-5629, mobile, +1-917-838-1369, , both of
Financial Dynamics Business Communications, United States, for Harmony Gold
Mining Company Limited; Nic Bennett, +44-207-269-7115, mobile,
+44-7979-536-619, , or Charles Watenphul, +44-207-269-7216,
mobile, +44-7866-438-013, , both of Financial Dynamics
Business Communications, United Kingdom, for Harmony Gold Mining Company
Limited; Daniel Burch, +1-212-929-5500, , or Steve
Balet, 1-800-322-2885, both of MacKenzie Partners, Inc, US Information Agent