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Harmony's Offer Terminated; Preliminary Results
JOHANNESBURG, South Africa, May 20 /PRNewswire-FirstCall/ --
Harmony Gold Mining Company Limited
(Incorporated in the Republic of South Africa)
(Registration number 1950/038232/06)
Share code: HMY CUSIP 38059T106/38059R100
("Harmony")
The High Court of South Africa ruled today that Harmony's offer for Gold Fields
Limited ("Gold Fields") lapsed on December 18, 2004 and consequently there is
no offer pursuant to which Gold Fields securities could be tendered, accepted
and settled.
In accordance with the requirements of the New York Stock Exchange, Inc.,
Harmony announces that as of 6:00 a.m. (Eastern Daylight Time) on May 20, 2005,
a total of 846,887 ordinary shares (including 818,810 ordinary shares
represented by American Depositary Shares ("ADSs")) of Gold Fields had been
tendered and not withdrawn in the U.S. and South African offers, including
5,150 Gold Fields ADSs subject to the guaranteed delivery period. Based on data
made public by Gold Fields, these tenders represent approximately 0.17% of the
Gold Fields ordinary shares outstanding as of May 19, 2005 on an issued and
outstanding basis. Therefore, no ADSs tendered (including ADSs subject to the
guaranteed delivery period ) will be accepted or settled: subject to an appeal
by Harmony of the High Court's ruling, such ADSs will be returned to tendering
Gold Fields security holders. Harmony is currently considering whether or not
to file an appeal and will make a decision shortly.
The final number of Gold Fields ordinary shares (including ordinary shares
represented by ADSs) tendered and not withdrawn in the offers is not known at
this time. Harmony expects that its will publish the definitive results of its
offers no later than May 23, 2005. Harmony will issue a press release regarding
the final results of the offers at this time.
As a result of Harmony's prior offer and ordinary shares accepted prior to the
High Court's ruling, Harmony holds a total of 56,629,419 Gold Fields shares
representing approximately 11.5% of the entire issued share capital of Gold
Fields.
Issued by (direct line, mobile, email):
Harmony Gold
Ferdi Dippenaar +27-11-684-0140
Brenton Saunders +27-11-684-0140
Vusi Magadana +27-11-684-0140
South Africa - Beachhead Media & Investor Relations
Jennifer Cohen +27-11-214-2401 +27-82-468-6469
Patrick Lawlor +27-11-214-2410 +27-82-459-6709
United States - Financial Dynamics Business Communications
Hollis Rafkin-Sax +1-212-850-5789 +1-917-509-0255
Torie Pennington +1-212-850-5629 +1-917-838-1369
United Kingdom - Financial Dynamics Business Communications
Nic Bennett +44-207-269-7115 +44-7979-536-619
Charles Watenphul +44-207-269-7216 +44-7866-438-013
US Information Agent - MacKenzie Partners, Inc
Daniel Burch +1-212-929-5500
Steve Balet 1-800-322-2885
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; Brenton
Saunders,+27-11-684-0140; Vusi Magadana, +27-11-684-0140; South
Africa - Beachhead Media & Investor Relations: Jennifer Cohen
,+27-11-214-2401, +27-82-468-6469, ;
Patrick Lawlor, +27-11-214-2410 , +27-82-459-6709,
; United States - Financial Dynamics Business
Communications: Hollis Rafkin-Sax ,+1-212-850-5789
,+1-917-509-0255 ,; Torie Pennington,
+1-212-850-5629 , +1-917-838-1369, ;
United Kingdom - Financial Dynamics Business Communications:
Nic Bennett, +44-207-269-7115 , +44-7979-536-619,
; Charles Watenphul ,+44-207-269-7216 ,
+44-7866-438-013, ; US Information
Agent - MacKenzie Partners, Inc: Daniel Burch, +1-212-929-5500
,; Steve Balet, 1-800-322-2885