Harmony Gold Clarifies: Entitlement of Gold Fields Shareholders Who Accept the Early Settlement Offer to Any Increase in the Con
November 24 2004 - 1:57PM
PR Newswire (US)
Harmony Gold Clarifies: Entitlement of Gold Fields Shareholders Who
Accept the Early Settlement Offer to Any Increase in the
Consideration Offered Under the Subsequent Offer JOHANNESBURG,
South Africa, Nov. 24 /PRNewswire-FirstCall/ -- Harmony Gold
(NYSE:HMY)(JSE:HAR) wishes to confirm that, in the event that
Harmony were to increase the consideration to be offered under the
subsequent offer after the early settlement closing date, those
Gold Fields (NYSE:GFI)(JSE:GFI) shareholders who had already
accepted the early settlement offer ("accepting shareholders") and
received the offer consideration due under the early settlement
offer would remain entitled to receive the full benefit of any
increase by Harmony of the consideration offered under the
subsequent offer ("top up consideration"), regardless of whether
the accepting shareholders had subsequently disposed of their
Harmony consideration shares. Accepting shareholders would be
unconditionally entitled to the top up consideration irrespective
of whether the subsequent offer becomes or is declared
unconditional. The top up consideration would be payable to
accepting shareholders as soon as reasonably practicable following
the announcement of any increase in the consideration offered under
the subsequent offer and compliance with applicable laws and
regulatory requirements, including the effective registration of
the additional Harmony consideration shares comprising the top up
consideration under the U.S. Securities Act of 1933. Harmony
believes that the top up consideration would be paid in advance of
expiration of the subsequent offer. Accept the Harmony early
settlement offer today 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 with the United States Securities
and Exchange Commission ("SEC"), a registration statement on Form
F-4 (File no: 333-119880), which includes a final prospectus
relating to the offer, and related exchange offer materials, to
register the Harmony ordinary shares (including Harmony ordinary
shares represented by Harmony American Depositary Shares ("ADSs"))
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 final prospectus and related exchange offer
materials, 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 final
prospectus 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 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 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 the prospectus and related offer materials that Harmony
has sent to holders of Gold Fields securities. DATASOURCE: Harmony
Gold CONTACT: Issued by (direct line, mobile, email): Harmony Gold
- Ferdi Dippenaar, +27-11-684-0140, or +27-82-807-3684, or Corne
Bobbert, +27-11-684-0146, +27-83-380-6614; or United States -
Financial Dynamics Business Communications - Hollis Rafkin-Sax,
+1-212-850-5789, +1-917-509-0255, , or Torie Pennington,
+1-212-850-5629, or +1-917-838-1369, ; or South Africa - Beachhead
Media & Investor Relations - Jennifer Cohen, +27-11-214-2401,
or +27-82-468-6469, , or Patrick Lawlor, +27-11-214-2410,
+27-82-459-6709, ; or United Kingdom - Financial Dynamics Business
Communications - Nic Bennett, +44-207-269-7115, or
+44-7979-536-619, , or Charles Watenphul, +44-207-269-7216,
+44-7866-438-013, ; or US Information Agent - MacKenzie Partners,
Inc, Daniel Burch, +1-212-929-5500, , or Steve Balet,
1-800-322-2885
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