Harmony Gold's Early Settlement Offer Acceptances Increase to 11.8%
December 02 2004 - 8:39AM
PR Newswire (US)
Harmony Gold's Early Settlement Offer Acceptances Increase to 11.8%
JOHANNESBURG, South Africa, Dec. 2 /PRNewswire-FirstCall/ --
Harmony Gold (NYSE:HMY)(JSE:HAR) is pleased to announce that as at
17h00 (South African time) on 1 December 2004, a total of
57,993,991 Gold Fields shares were tendered and delivered directly
and/or tendered and undertaken to be delivered pursuant to Notice
of Guaranteed Delivery procedures in the early settlement offer.
This represents approximately 11.8% of the entire issued share
capital of Gold Fields. The Notice of Guaranteed Delivery
procedures enable holders of ADSs to notify the US exchange agent
of their tenders by delivering a Notice of Guaranteed Delivery
before the closing time of the offer, which has to be fulfilled by
the delivery of their actual ADSs within three New York Stock
Exchange trading days. Each ADS represents one Gold Fields share.
As previously announced, Harmony has also received an irrevocable
undertaking from Norilsk to accept the subsequent offer 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 tenders pursuant to
guaranteed delivery procedures or has an irrevocable undertaking to
accept the subsequent offer in respect of a total of 156,461,749
Gold Fields shares representing approximately 31.8% of the entire
issued share capital of Gold Fields. 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
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 the remainder of 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. 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. 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.
DATASOURCE: Harmony Gold CONTACT: (direct line, mobile, email) -
Harmony Gold - Ferdi Dippenaar, +27-11-684-0140, or
+27-82-807-3684, or Corne Bobbert, +27-11-684-0146, or
+27-83-380-6614; or South Africa - Jennifer Cohen, +27-11-214-2401,
or +27-82-468-6469, , or Patrick Lawlor, +27-11-214-2410, or
+27-82-459-6709, , both of Beachhead Media & Investor
Relations; or United States - Hollis Rafkin-Sax, +1-212-850-5789,
or +1-917-509-0255, , or Torie Pennington, +1-212-850-5629, or
+1-917-838-1369, , both of Financial Dynamics Business
Communications; or United Kingdom - Nic Bennett, +44-207-269-7115,
or +44-7979-536-619, , or Charles Watenphul, +44-207-269-7216, or
+44-7866-438-013, , both of Financial Dynamics Business
Communications; or US Information Agent - Daniel Burch,
+1-212-929-5500, , or Steve Balet, 1-800-322-2885, both of
MacKenzie Partners, Inc Web site: http://www.harmony.co.za/
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