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Harmony Gold Issues Clarification Regarding the Norilsk
Irrevocable Undertaking
JOHANNESBURG, South Africa, Jan. 31 /PRNewswire-FirstCall/ -- Harmony Gold
Mining Company Limited (NYSE: HMY; JSE: "HAR") previously elected to waive in
its entirety the condition of the offer that Harmony receive acceptances from
Gold Fields (NYSE: GFI; JSE: "GFI") security holders in excess of 50% of the
entire issued share capital of Gold Fields.
As a consequence, Harmony's offer was declared "unconditional as to
acceptances" on January 27, 2005. Accordingly, Gold Fields security holders
who have tendered their Gold Fields shares (including shares represented by
American Depositary Shares) into the offer will be entitled to the offer
consideration once the remaining conditions to the offer have been satisfied
and the offer is declared wholly unconditional.
The only remaining conditions to the offer are the receipt of the requisite
regulatory approvals, including the grant of merger clearance by South African
competition authorities and Harmony's U.S. registration statement being
declared effective by the U.S. Securities and Exchange Commission. Gold Fields
security holders are reminded that Gold Fields shares (including shares
represented by American Depositary Shares) that have been validly tendered into
the current offer may be withdrawn, pursuant to the procedures described in
Harmony's preliminary prospectus and related offer materials, until the offer
has been declared wholly unconditional. For the avoidance of doubt, no
withdrawal rights apply in respect of Harmony's prior offer, which expired on
November 26, 2004.
The waiver of the minimum acceptance condition does not affect Norilsk's
irrevocable undertaking. However, to avoid any confusion, Harmony and Norilsk
have confirmed their intention that, as always envisaged, Norilsk is not
obliged to accept the current offer until Harmony has received, in aggregate,
sufficient acceptances in the offer that will, together with the Gold Fields
shares (including shares represented by American Depositary Shares) acquired by
Harmony in the prior offer and Norilsk's 20.03% shareholding, equate to Harmony
holding in excess of 50% of the issued share capital of Gold Fields.
"We reiterate Norilsk's commitment to the spirit and business logic of our
offers to acquire Gold Fields. Our letter to them is merely to record that
nothing has changed and to avoid any confusion which market speculation may
cause," said chief executive Bernard Swanepoel.
As at 5.00 p.m. (New York City time) on January 28, 2005 valid tenders in the
current offer had been received in respect of a total of 71,116 Gold Fields
shares (including Gold Fields shares represented by American Depositary
Shares). Harmony considers this level of acceptances to be consistent with
customary market practice where an offer is still awaiting approval from
regulatory authorities.
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.
In connection with the proposed merger, Harmony has filed with the U.S.
Securities and Exchange Commission ("SEC"), a registration statement on Form
F-4, which includes a preliminary prospectus and related exchange offer
materials, to register the Harmony ordinary shares (including Harmony ordinary
shares represented by Harmony ADSs) to be issued in exchange for the remainder
of Gold Fields ordinary shares held by Gold Fields shareholders resident in the
United States and for Gold Fields ADSs held by Gold Fields shareholders
wherever resident, as well as a Statement on Schedule TO. Investors and
holders of Gold Fields securities are strongly advised to read the registration
statement and the preliminary prospectus, the related exchange offer materials
and the final prospectus (when available), 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, the preliminary and final prospectus (when available)
and related exchange offer materials 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/. The preliminary 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 in the
US, 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 document
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 US 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 US prior to the time the registration statement becomes
effective. No offering of securities shall be made in the US except by means
of a prospectus meeting the requirements of Section 10 of the United States
Securities Act of 1933, as amended.
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.
DATASOURCE: Harmony Gold
CONTACT: Harmony Gold: Ferdi Dippenaar, +27-11-684-0140 (direct),
+27-82-807-3684 (mobile), or Corne Bobbert, +27-11-684-0146 (direct),
+27-83-380-6614 (mobile); or South Africa: Beachhead Media & Investor
Relations - Jennifer Cohen, +27-11-214-2401 (direct), +27-82-468-6469
(mobile), , or Patrick Lawlor, +27-11-214-2410 (direct),
+27-82-459-6709 (mobile), ; or United States: Financial
Dynamics Business Communications - Hollis Rafkin-Sax, +1-212-850-5789
(direct), +1-917-509-0255 (mobile), , or Torie
Pennington, +1-212-850-5629 (direct), +1-917-838-1369 (mobile),
; or United Kingdom: Financial Dynamics Business
Communications - Nic Bennett, +44-207-269-7115 (direct), +44-7979-536-619
(mobile), ; or Charles Watenphul, +44-207-269-7216 (direct),
+44-7866-438-013 (mobile), ; or US Information Agent -
MacKenzie Partners, Inc., Daniel Burch, +1-212-929-5500,
, or Steve Balet, 1-800-322-2885
Web site: http://www.harmony.co.za/