Hamworthy (LSE:HMY)
Historical Stock Chart
From Dec 2019 to Dec 2024
Results of General Meeting: Harmony Shareholders Approve the
Resolutions In Relation to the Proposed Merger With Gold Fields
JOHANNESBURG, South Africa, Nov. 12 /PRNewswire-FirstCall/ -- Harmony Gold
(NYSE: "HMY"; JSE: "HAR") is pleased to announce that, at the general meeting
of Harmony shareholders held today, the overwhelming majority of Harmony
shareholders voted in favour of the resolutions to implement Harmony's proposed
merger with Gold Fields Limited ("Gold Fields") (NYSE: "GFI"; JSE: "GFI"). In
total, 85.0% of Harmony shareholders voted at the meeting, of which 87.7% voted
in favour and only 11.4% voted against the proposed merger. Harmony has
received a discretionary proxy in respect of approximately 67 million Harmony
shares held under Harmony's American Depositary Receipt program. These shares
have been voted in favour of all of the resolutions proposed at the general
meeting. Even if these shares were not voted in favour of the resolutions,
sufficient Harmony shareholders, approximately 83.7%, voted in favour to ensure
that all resolutions were duly passed. The special resolution is being lodged
with the Registrar of Companies for registration.
"We would like to thank our shareholders for approving the proposed merger and
for their continued support. Our shareholders have endorsed our vision of
creating a highly profitable South African champion which, from the outset,
will be the largest gold producer in the world with the ability to compete
successfully internationally. I am convinced that, by applying Harmony's
superior and proven operational efficiency to Gold Fields' assets, we will
build an exciting platform to create substantial value for both Harmony and
Gold Fields shareholders. Harmony shareholders have clearly recognised this
potential value and have demonstrated their overwhelming support for the
proposed merger. We are confident that Gold Fields shareholders, who will hold
approximately 66% of the enlarged group and therefore benefit substantially
from the value unlocked by this transaction, will do likewise," said CE Bernard
Swanepoel.
The following are the salient dates in relation to Harmony's offers for Gold
Fields' entire issued share capital.
Last day to trade on the JSE to be eligible
to participate in the early settlement offer: Friday, 19 November
Shares trade ex the right to participate in the
early settlement offer: Monday, 22 November
Early settlement offer closing date: Friday, 26 November
Announcement of the results of the early
settlement offer on or about: Monday, 29 November
Subsequent offer opens: Monday, 29 November
Gold Fields general meeting: Tuesday, 7 December
Anticipated date of the Competition Tribunal
finding regarding the proposed merger: Tuesday, 18 January
Anticipated date for the finalisation date
announcement, once all conditions precedent
have been fulfilled and the subsequent offer
has become unconditional as to acceptances: Tuesday, 18 January
Anticipated date for the last day to trade on
the JSE to be eligible to participate in the
subsequent offer: Friday, 28 January
Anticipated subsequent offer closing date: Friday, 4 February
Note:
With the exception of the Gold Fields general meeting and the anticipated date
of the Competition Tribunal finding regarding the proposed merger, the dates
set out above are subject to change at Harmony's sole discretion and the
approval of the requisite regulatory authorities. Any such change will be
announced on SENS and published in the press.
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 acquisition of Gold Fields, Harmony has filed 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 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 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
Securities and Exchange Commission (SEC), as well as any amendments and
supplements to those documents, because they will 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), 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/. 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 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, 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 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
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