Harmony Gold Files Offer for Gold Fields with United States Securities and Exchange Commission
October 22 2004 - 2:25PM
PR Newswire (US)
Harmony Gold Files Offer for Gold Fields with United States
Securities and Exchange Commission JOHANNESBURG, South Africa, Oct.
22 /PRNewswire-FirstCall/ -- Harmony Gold Mining Company Limited
(NYSE:HMY)(JSE:HAR) announced that it filed its registration
statement with the United States Securities and Exchange Commission
("SEC") yesterday in connection with its proposed acquisition of
34.9% of Gold Fields Limited (NYSE:GFI). Harmony announced that it
commenced its U.S. offer for Gold Fields today. In the U.S. Offer,
Harmony will exchange: * 1.275 newly issued Harmony ordinary
shares, nominal value Rand 0.50 per share, for each validly
tendered Gold Fields ordinary share; and * 1.275 newly issued
Harmony ADSs (each Harmony ADS representing one Harmony ordinary
share) for each validly tendered Gold Fields ADS (each Gold Fields
ADS representing one Gold Fields ordinary share). The expiration
date for the U.S. offer is Friday, November 26, 2004, at 6:00 a.m.,
New York Time. The U.S. offer is open to holders of Gold Fields
ordinary shares who are located in the United States and to all
holders of Gold Fields American Depositary Shares wherever located.
The U.S. offer is being made separately from a South African offer
(the "South African offer"), which is open to all holders of Gold
Fields ordinary shares who are located in South Africa and to
holders of Gold Fields ordinary shares who are located outside of
South Africa and the United States, if, pursuant to the local laws
and regulations applicable to such holders, they are permitted to
participate in the South African offer. Together, the U.S. offer
and the South African offer (together referred to as the "offers")
are being made for 34.9% of the issued and outstanding Gold Fields
ordinary shares, including Gold Fields ordinary shares represented
by Gold Fields ADSs, and all Gold Fields ordinary shares that are
or may become issuable prior to the expiration of the offers due to
the exercise of outstanding Gold Fields stock options. The offers
are being made on substantially similar terms and completion of the
offers is subject to the same conditions. It is intended that the
offers will expire at the same time. Important Information: 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 ADSs) to be issued in exchange for
Gold Fields ordinary shares held by Gold Fields shareholders
located in the US 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 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, related exchange offer
materials and the Statement on Schedule TO, as well as other
relevant documents filed with the SEC, at the SEC's web site at
http://www.sec.gov/. The prospectus/offer to exchange 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 . Investors and security holders may
obtain a free copy of the Form 20-F filed with the SEC on October
8, 2004, as amended, and any other documents filed with or
furnished to the SEC by Harmony at http://www.sec.gov/. 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 preliminary prospectus and related offer
materials that Harmony distributes 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. Harmony is one of the world's
largest independent growth-oriented gold mining companies,
distinguished by the focused operational and management
philosophies that it employs throughout the Harmony group.
Harmony's strategy is focused on building a leading international
gold mining company through acquisitions (26 over the past six
years), organic growth and focused exploration. This strategy has
resulted in the growth of Harmony's attributable production from
0.65 million ounces in 1995 to 3.2 million ounces for the financial
year ended June 30, 2004. Harmony has its primary listing on the
JSE Johannesburg Stock Exchange with secondary listings on the
London Stock Exchange, Euronext Paris and Euronext Brussels.
Harmony's American Depositary shares are listed on the New York
Stock Exchange. DATASOURCE: Harmony Gold Mining Company Limited
CONTACT: South Africa - Jennifer Cohen, +27-0-11-214-2401,
+27-0-82-468-6469, , or Patrick Lawlor, +27-0-11-214-2410,
+27-0-82-459-6709, , both of Beachhead Media & Investor
Relations; or United Kingdom - Nic Bennett, +44-0-207-269-7115,
+44-0-7979-536-619, , or Charles Watenphul, +44-0-207-269-7216,
+44-0-7866-438-013, , both of Financial Dynamics Business
Communications; or United States - Hollis Rafkin-Sax,
+1-212-850-5789, +1-917-509-0255, , or Torie Pennington,
+1-212-850-5629, +1-917-838-1369, , both of Financial Dynamics
Business Communications, all for Harmony Gold Mining Company
Limited Web site: http://www.harmony.co.za/
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