Harmony Gold Issues Correction; Waiver of the Minimum Acceptance Condition
January 25 2005 - 6:58PM
PR Newswire (US)
Harmony Gold Issues Correction; Waiver of the Minimum Acceptance
Condition JOHANNESBURG, South Africa, Jan. 25
/PRNewswire-FirstCall/ -- Harmony Gold (NYSE:HMY)(JSE:HAR) today
corrected the press release issued on January 21, 2005, to state
that it either owns, has received valid tenders in respect of, or
has an irrevocable undertaking to tender into its offer for Gold
Fields Limited (NYSE:GFI)(JSE:GFI) in respect of, a total of
155,118,420 (rather than 155,077,568, as previously announced) Gold
Fields shares representing approximately 31.5% of the entire issued
share capital of Gold Fields. For US regulatory purposes, Harmony
also announces that it reserves the right to waive the acceptance
condition of its offer in its entirety on or before Monday, January
31, 2005, in accordance with the South African Securities
Regulation Code on Takeovers and Mergers (the "Code"). If the
acceptance condition is satisfied or waived and all other
conditions of the offer have been satisfied, fulfilled or, to the
extent permitted, waived, the offer may be declared wholly
unconditional at that time and withdrawal rights will terminate.
Holders of Gold Fields shares and ADSs who have already accepted
the offer, but whose willingness to accept the offer would be
affected by a reduction or waiver of the acceptance condition are
entitled to withdraw their acceptances with respect to such
securities. Gold Fields security holders are advised that if the
acceptance condition is not satisfied or waived by 5.00 p.m. (South
African time), 10.00 a.m. (New York City time) on Monday, January
31, 2005, the offer could, pursuant to the Code, lapse. Issued by
(direct line, mobile, email): Harmony Gold Ferdi Dippenaar +27 11
684 0140 +27 82 807 3684 Corne Bobbert +27 11 684 0146 +27 83 380
6614 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. 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.
PRNewswire -- Jan. 25 DATASOURCE: Harmony Gold
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