Harmony Gold Announces Results of the Initial Offers Acceptances
under the Initial Offers of 10.8% Harmony to Commence the Further
Offers with 30.9% of Gold Fields JOHANNESBURG, South Africa, Nov.
29 /PRNewswire-FirstCall/ -- On October 18, 2004, Harmony Gold
(NYSE:HMY)(JSE:HAR) announced the terms of a proposed merger
between Harmony and Gold Fields (NYSE:GFI)(JSE:GFI) offering 1.275
new Harmony shares for each Gold Fields share, representing a
premium of approximately 29% (calculated by comparing the closing
Harmony share price on October 14, 2004 to the average daily volume
weighted average price of Gold Fields shares on the JSE for the 30
business days ending on October 14, 2004, being the last
practicable date in accordance with the JSE Listings Requirements
prior to the announcement of the proposed merger) and an implied
price to net present value multiple for Gold Fields of 2.4x, a
substantial premium to Gold Fields' peer group. The proposed merger
was structured on the basis of initial offers for up to 34.9% of
Gold Fields with further offers for the balance of Gold Fields'
entire issued share capital. Harmony is pleased to announce that,
at the time of expiration of the initial offers on November 26,
2004, valid acceptances of the initial offers had been received in
respect of a total of 53,392,108 Gold Fields shares (including
shares represented by American Depositary Shares ("ADSs")),
representing approximately 10.8% of the entire issued share capital
of Gold Fields. Settlement of the consideration due under the
initial offers in respect of valid acceptances received on or
before the closing date will be despatched as soon as possible and,
in any event, by no later than Friday, December 3, 2004. Harmony
accepted all Gold Fields shares (including shares represented by
ADSs) tendered as at the expiration of the initial offers. A total
of 4,601,883 ADSs were tendered pursuant to guaranteed deliveries.
In addition, as previously announced, Harmony has received an
irrevocable undertaking from MMC Norilsk Nickel to accept the
further offers in respect of 98,467,758 Gold Fields shares,
representing approximately 20.03% of the entire issued share
capital of Gold Fields. Accordingly, Harmony now either owns, has
received valid acceptances of the initial offers or has an
irrevocable undertaking to accept the further offers in respect of
a total of 151,859,866 Gold Fields shares representing
approximately 30.9% of the entire issued share capital of Gold
Fields. Harmony is pleased with the support of its proposed merger
by Gold Fields' shareholders. Harmony believes that a starting
position of 30.9% represents a strong platform for the further
offers. In addition, a significant number of Gold Fields'
shareholders that did not tender or only partially tendered into
the initial offers have indicated their support for the proposed
merger, stating their preference to accept the further offers. "We
are delighted that we will be starting the further offers with
30.9% of Gold Fields' shares behind us and consider that this
provides strong impetus for the ultimate success of the proposed
merger. We are further encouraged by the feedback that we have
received from Gold Fields' shareholders who have indicated their
ultimate belief in the value proposition that Harmony is offering
and their support for the proposed merger. In addition, a
significant number of Gold Fields' shareholders have expressed to
Harmony their recognition that the proposed IAMGold transaction,
which represents the major pillar of Gold Fields' management's
strategy, is value destructive and not in the best interest of Gold
Fields and its shareholders. Now that Gold Fields' management is
reaching the end of its largely unsuccessful attempts to frustrate
the proposed merger through a series of expensive and technical
legal challenges, we look forward to arguing Harmony's compelling
value proposition based on fundamentals with the confidence that
the various contradictory promises made by Gold Fields' management
will be revealed as both value destructive and ultimately incapable
of implementation in a manner that is either to the benefit of or
likely to meet with the approval of Gold Fields' shareholders."
said Harmony CE Bernard Swanepoel. THE FURTHER OFFERS As described
in its preliminary prospectus dated October 21, 2004, Harmony
irrevocably undertook to make further offers on the same terms as
the initial offers for the balance of the issued share capital of
Gold Fields not already acquired by Harmony under the initial
offers. Accordingly, Harmony will commence the further offers as
soon as practicable and will shortly post to Gold Fields'
shareholders a preliminary prospectus/offer to exchange and related
materials describing the further offers and their terms and
conditions. Important Information In connection with the proposed
merger, Harmony will file with the U.S. Securities and Exchange
Commission ("SEC"), a registration statement on Form F-4, which
will include 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 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
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 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/. 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 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 will send 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. Disclaimer Information
included in this announcement relating to Gold Fields and its
business has been derived solely from publicly available sources.
While Harmony has included information in this announcement
regarding Gold Fields that is known to Harmony based on publicly
available information, Harmony has not had access to non-public
information regarding Gold Fields and could not use such
information for the purpose of preparing this announcement.
Although Harmony is not aware of anything that would indicate that
statements relating to Gold Fields contained in this announcement
are inaccurate or incomplete, Harmony is not in a position to
verify information concerning Gold Fields. Harmony 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, Harmony and its directors and officers disclaim
all liability for information concerning Gold Fields included in
this announcement. Forward-looking Statements Statements in this
announcement include "forward-looking statements" that express or
imply expectations of future events or results. Forward-looking
statements are statements that are not historical facts. These
statements include financial projections and estimates and their
underlying assumptions, statements regarding plans, objectives and
expectations with respect to future operations, products and
services, and statements regarding future performance.
Forward-looking statements are generally identified by the words
"expect," "anticipates," "believes," "intends," "estimates" and
similar expressions. All forward-looking statements involve a
number of risks, uncertainties and other factors, and Harmony
cannot give assurances that such statements will prove to be
correct. Risks, uncertainties and other factors that could cause
actual events or results to differ from those expressed or implied
by the forward-looking statements include, without limitation, the
satisfaction of closing conditions, the acceptance or rejection of
any agreement by regulators, delays in the regulatory processes,
changes in the economic or political situation in South Africa, the
European Union, the US and/or any other relevant jurisdiction,
changes in the gold industry within any such country or area or
worldwide and the performance of (and cost savings realised by)
Harmony. Although Harmony's management believes that the
expectations reflected in such forward-looking statements are
reasonable, investors and holders of Gold Fields securities are
cautioned that forward- looking information and statements are
subject to various risks and uncertainties, many of which are
difficult to predict and generally beyond the control of Harmony,
that could cause actual results and developments to differ
materially from those expressed in, or implied or projected by, the
forward- looking information and statements. These risks and
uncertainties include those discussed or identified in the public
filings with the SEC made by Harmony and Gold Fields, including
those listed under "Cautionary Statement Concerning Forward-Looking
Statements" and "Risk Factors" in the preliminary prospectus
included in the registration statement on Form F-4 that Harmony
will file with the SEC. Harmony does not undertake any obligation
to update any forward-looking information or statements. You may
obtain a free copy of the registration statement and preliminary
and final prospectus (when available) and other public documents
filed with the SEC in the manner described above. No Profit
Forecasts Nothing in this announcement should be construed as a
profit forecast to be interpreted to mean that the future earnings
per share of Harmony or the enlarged Harmony group will necessarily
be greater than the historic published earnings per share of
Harmony or the enlarged Harmony group. General The directors of
Harmony accept responsibility for the information contained in this
press release. 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 press
release is in accordance with the facts and does not omit anything
likely to affect the import of such information. HSBC Bank plc is
acting for Harmony and no one else in connection with the offer and
will not be responsible to anyone other than Harmony for providing
the protections afforded to customers of HSBC Bank plc, nor for
providing advice in relation to the offer. Investec Bank Limited is
acting for Harmony and no one else in connection with the offer and
will not be responsible to anyone other than Harmony for providing
the protections afforded to customers of Investec Bank Limited, nor
for providing advice in relation to the offer. Merrill Lynch South
Africa (Pty) Limited is acting for Harmony and no one else in
connection with the offer and will not be responsible to anyone
other than Harmony for providing the protections afforded to
customers of Merrill Lynch South Africa (Pty) Limited, nor for
providing advice in relation to the offer. Morgan Stanley South
Africa (Pty) Limited is acting for Harmony and no one else in
connection with the offer and will not be responsible to anyone
other than Harmony for providing the protections afforded to
customers of Morgan Stanley South Africa (Pty) Limited, nor for
providing advice in relation to the offer. The information
contained in this announcement speaks only as of the date indicated
on the cover of this announcement unless the information
specifically indicates that another date applies. Copies of this
announcement are not being made, 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 the offer and persons receiving this
announcement (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. DATASOURCE: Harmony Gold CONTACT: Harmony Gold: Ferdi
Dippenaar, +27-11-684-0140 (direct), +27-82-807-3684 (mobile), or
Corne Bobbert, +27-11-684-0146 (direct), +27-83-380-6614 (mobile);
or South Africa: Beachhead Media & Investor Relations -
Jennifer Cohen, +27-11-214-2401 (direct), +27-82-468-6469 (mobile),
, or Patrick Lawlor, +27-11-214-2410 (direct), +27-82-459-6709
(mobile), ; or United States: Financial Dynamics Business
Communications - Hollis Rafkin-Sax, +1-212-850-5789 (direct),
+1-917-509-0255 (mobile), , or Torie Pennington, +1-212-850-5629
(direct), +1-917-838-1369 (mobile), ; or United Kingdom: Financial
Dynamics Business Communications - Nic Bennett, +44-207-269-7115
(direct), +44-7979-536-619 (mobile), ; or Charles Watenphul,
+44-207-269-7216 (direct), +44-7866-438-013 (mobile), ; or US
Information Agent - MacKenzie Partners, Inc., Daniel Burch,
+1-212-929-5500, , or Steve Balet, 1-800-322-2885 Web site:
http://www.harmony.co.za/
Copyright