Gold Fields Withdraws From SRP Process and Seeks Relief in High Court
March 16 2005 - 10:57AM
PR Newswire (US)
Gold Fields Withdraws From SRP Process and Seeks Relief in High
Court JOHANNESBURG, South Africa, March 16 /PRNewswire-FirstCall/
-- Gold Fields Limited (JSE:GFIJSE:andJSE:NYSE:JSE:GFI) ("Gold
Fields") today announced that, prior to the commencement of the
proceedings before the Securities Regulation Panel (SRP), the
executive director of the SRP revealed for the first time to Gold
Fields and its advisors previously undisclosed correspondence
between himself and Harmony's legal advisors. In its submissions to
the SRP, Gold Fields maintained that Harmony's hostile bid had
lapsed on the basis that the offer had not been declared
unconditional as to acceptances within 60 days of the initial
posting of Harmony's offer document, on approximately 20 October
2004. Under the South African takeover code, unless the SRP
otherwise consents, an offer must become or be declared
unconditional as to acceptances within 60 days of the initial
posting of the offer document, failing which it will lapse. The
correspondence in question deals with a secret, ex parte ruling,
given by the executive director to Harmony during early December
2004. The ruling was withheld from Gold Fields and its advisors in
contravention of the South African Takeover Code. Such withholding
is inexplicable in light of the fact that in all the correspondence
between Gold Fields' advisors and the SRP, after the granting of
such ruling, the SRP at no stage disclosed the existence of such
ruling. The ruling in effect sought to extend the 60 day period
from late December 2004 until 31 January 2005. In the circumstances
of this secret ruling, Gold Fields withdrew its appeal. Gold Fields
and its advisors are firmly of the view that the conduct of the
executive director does not meet the standards of natural justice
and supports Gold Fields' contention that it has been unfairly
treated. As a result of the disclosure of the secret, ex parte,
ruling granted by the executive director, Gold Fields will launch
urgent proceedings in the High Court of South Africa to review this
ruling of the executive director and the conduct arising therefrom.
The relief that will be sought in the proceedings will include the
setting aside of the secret ruling, which will have the effect that
Harmony's hostile bid will have lapsed and be void and of no force.
Gold Fields is anxious to have the review proceedings heard as soon
as possible. However, the time of the hearing of the review is
governed, to a large degree, by the speed with which the executive
director provides to Gold Fields and the High Court the full record
of his dealings with Harmony and its advisors. Gold Fields will
take all steps within its power to expedite the hearing of the
review proceedings. In the United States, Gold Fields Limited
("Gold Fields") has filed a Solicitation/Recommendation Statement
with the Securities and Exchange Commission (the "SEC") on Schedule
14D-9 and holders of the Gold Fields Ordinary Shares and American
Depositary Shares are advised to read it as it contains important
information. Copies of the Schedule 14D-9 and other related
documents filed by Gold Fields are available free of charge on the
SEC's website at http://www.sec.gov/. Any documents filed by
Harmony Gold Mining Company Limited, including any registration
statement on Form F-4 (including any prospectus contained therein)
and related exchange offer materials as well as its Tender Offer
Statement on Schedule TO, will also be available free of charge on
the SEC's website. The directors of Gold Fields accept
responsibility for the information contained in this document. To
the best of their knowledge and belief (having taken all reasonable
care to ensure that such is the case) the information contained in
this document is in accordance with the facts and does not omit
anything likely to affect the import of such information. Copies of
this document are not being made available, and must not be mailed,
forwarded, transmitted or otherwise distributed or sent in or into
Australia, Canada, Japan, the Republic of Ireland or any other
jurisdiction in which it is illegal to make this document available
and persons receiving this document (including custodians, nominees
and trustees) must not distribute, forward, mail, transmit or send
it in or into or from Australia, Canada, Japan, the Republic of
Ireland or any such other jurisdiction. This document contains
"forward-looking statements" with respect to Gold Fields' financial
condition, results of operations, business strategies, operating
efficiencies, competitive position, growth opportunities for
existing services, plans and objectives of management, markets for
stock and other matters. Statements in this document that are not
historical facts are "forward-looking statements". These
forward-looking statements, including, among others, those relating
to the future business prospects, revenues and income of Gold
Fields, wherever they may occur in this presentation, are
necessarily estimates reflecting the best judgment of the senior
management of Gold Fields and involve a number of risks and
uncertainties that could cause actual results to differ materially
from those suggested by the forward-looking statements. As a
consequence, these forward-looking statements should be considered
in light of various important factors, including those set forth
materials filed with or furnished to the SEC from time to time,
including Gold Fields' most recent Annual Report on Form 20-F.
Important factors that could cause actual results to differ
materially from estimates or projections contained in the
forward-looking statements include, without limitation: overall
economic and business conditions in South Africa, Ghana, Australia
and elsewhere; the ability to achieve anticipated efficiencies and
other cost savings in connection with past and future acquisitions;
the success of exploration and development activities; decreases in
the market price of gold; the occurrence of hazards associated with
underground and surface gold mining; the occurrence of labor
disruptions; availability, terms and deployment of capital; changes
in relevant government regulations, particularly environmental
regulations and potential new legislation affecting mining and
mineral rights; fluctuations in exchange rates, currency
devaluations and other macroeconomic monetary policies; and
political instability in South Africa, Ghana and regionally. Gold
Fields undertakes no obligation to update publicly or release any
revisions to these forward-looking statements to reflect events or
circumstances after the date of this document or to reflect the
occurrence of unanticipated events. Information included in this
document relating to Harmony and its business has been derived
solely from publicly available sources. While Gold Fields has
included information in this document regarding Harmony that is
known to Gold Fields based on publicly available information, Gold
Fields has not had access to non-public information regarding
Harmony and could not use such information for the purpose of
preparing this document. Although Gold Fields is not aware of
anything that would indicate that statements relating to Harmony
contained in this document are inaccurate or incomplete, Gold
Fields is not in a position to verify information concerning
Harmony. Gold Fields and its directors and officers are not aware
of any errors in such information. Subject to the foregoing and to
the maximum extent permitted by law, Gold Fields and its directors
and officers disclaim all liability for information concerning
Harmony included in this document. http://www.goldfields.co.za/
DATASOURCE: Gold Fields Limited CONTACT: Enquires: South Africa -
Willie Jacobsz, Tel: +27-11-644-2460, Fax: +27-11-484-0639. North
America - Cheryl A Martin, Tel: +1-303-796-8683, Fax:
+1-303-796-8293
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