South African High Court Rules Against Harmony Gold
May 20 2005 - 11:28AM
PR Newswire (US)
South African High Court Rules Against Harmony Gold JOHANNESBURG,
South Africa, May 20 /PRNewswire-FirstCall/ -- Harmony Gold Mining
(NYSE:HMY)(JSE:HAR) notes with surprise the judgment of the
Witwatersrand Local Division of the High Court of South Africa that
Harmony's further offer for Gold Fields (NYSE:GFI)(JSE:GFI) lapsed
at midnight on 18 December 2004. Accordingly, the further offer is
no longer in force and no further Gold Fields shares tendered into
the further offer will be settled. Acceptances in respect of 22,927
Gold Fields shares were settled by Harmony on Tuesday, 17 May 2005,
in accordance with the provisions of the offer and the Securities
Regulation Code. Harmony will investigate the need and mechanisms
for unwinding such settlements. Harmony will decide whether or not
to appeal the judgment after having had an opportunity to consider
the reasons given for the judgment. Given the situation, Harmony
does not see any merit in becoming embroiled in a costly legal
process unnecessarily. The ruling has no effect on the early
settlement offer. Accordingly, following its early settlement
offer, and including the acceptances referred to above, Harmony
owns a total of 56,629,409 Gold Fields shares representing
approximately 11.5% of the entire issued share capital of Gold
Fields. CE Bernard Swanepoel said: "Whilst I am surprised that the
High Court reached this decision, the impact on Harmony is minimal.
The judgment impacts only on those Gold Fields shareholders that
have accepted the further offer. Harmony had already chosen not to
pay the price indicated by the prevailing market ratio as this
would have resulted in too great a transfer of value to Gold Fields
shareholders and would have been contrary to Harmony's commitment
to always act in the best interests of its shareholders. Our bid
was neither value destroying nor anything other than a legitimate
offer from one set of shareholders to another designed to assist
the South African gold mining industry on its inevitable course to
consolidation. Following the offer, we now have a substantial asset
in our Gold Fields shares, currently worth about R3.6 billion, and
look forward to concrete evidence that the Gold Fields' board has a
coherent strategy in place to deliver on any of its promises in a
manner that is in the best interests of all of its shareholders,
now including Harmony." 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 CONTACT: Harmony Gold: Ferdi Dippenaar,
+27-11-684-0140, mobile, +27-82-807-3684, Brenton Saunders,
+27-11-684-0140, or Vusi Magadana, +27-11-684-0140; United States -
Financial Dynamics Business Communications: Hollis Rafkin-Sax,
+1-212-850-5789, mobile, +1-917-509-0255, hrafkin-sax@fd- us.com,
or Torie Pennington, +1-212-850-5629, mobile, +1-917-838-1369, ;
South Africa - Beachhead Media & Investor Relations: Jennifer
Cohen, +27-11-214-2401, mobile, +27-82-468-6469, , or Patrick
Lawlor, +27-11-214-2410, mobile, +27-82-459-6709, ; United Kingdom
- Financial Dynamics Business Communications: Nic Bennett,
+44-207-269-7115, mobile, +44 7979 536 619, , or Charles Watenphul,
+44-207-269-7216, mobile, +44-7866-438-013, ; US Information Agent
- MacKenzie Partners, Inc., Daniel Burch, +1-212-929-5500, , or
Steve Balet, +1-800-322-2885
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