UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

 

 

Harmony Gold Mining Company Limited

(Name of Issuer)

Ordinary shares, with no par value per share (including ordinary shares underlying American Depositary Shares)

(Title of Class of Securities)

413216300**

(CUSIP Number)

December 31, 2023

(Date of Event Which Requires Filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☒ Rule 13d-1(c)

☐ Rule 13d-1(d)

 

*

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).** This CUSIP number applies to the Issuer’s American Depositary Shares (“ADSs”). Each one ADS represents one ordinary share. No CUSIP has been assigned to the ordinary shares.

 

 

 

CUSIP No. 413216300 (American Depositary Shares)

 

 1.   

 Names of Reporting Persons.

 

 Exor N.V.

 2.  

 Check the Appropriate Box if a Member of a Group (See Instructions)

 

 (a) ☐  (b) ☐

 3.  

 SEC Use Only

 

 4.  

 Citizenship or Place of Organization

 

 The Netherlands

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With:

    5.   

 Sole Voting Power:

 

 29,761,892*

   6.  

 Shared Voting Power:

 

 0

   7.  

 Sole Dispositive Power:

 

 29,761,892*

   8.  

 Shared Dispositive Power:

 

 0

 9.   

 Aggregate Amount Beneficially Owned by Each Reporting Person

 

 29,761,892*

10.  

 Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

 

 ☐

11.  

 Percent of Class Represented by Amount in Row (9)

 

 4.8%**

12.  

 Type of Reporting Person (See Instructions)

 

 HC, CO

 

*

Including 26,039,583 ordinary shares represented by 26,039,583 ADSs.

**

Based on 619,982,888 ordinary shares outstanding at January 31, 2024 as reported in the Issuer’s Form 6-K filed with the Securities and Exchange Commission (“SEC”) on January 31, 2024.

 

Page 2 of 9 pages

CUSIP No. 413216300 (American Depositary Shares)

 

 1.   

 Names of Reporting Persons.

 

 Giovanni Agnelli B.V.

 2.  

 Check the Appropriate Box if a Member of a Group (See Instructions)

 

 (a) ☐  (b) ☐

 3.  

 SEC Use Only

 

 4.  

 Citizenship or Place of Organization

 

 The Netherlands

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With:

    5.   

 Sole Voting Power:

 

 29,761,892*

   6.  

 Shared Voting Power:

 

 0

   7.  

 Sole Dispositive Power:

 

 29,761,892*

   8.  

 Shared Dispositive Power:

 

 0

 9.   

 Aggregate Amount Beneficially Owned by Each Reporting Person

 

 29,761,892*

10.  

 Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

 

 ☐

11.  

 Percent of Class Represented by Amount in Row (9)

 

 4.8%**

12.  

 Type of Reporting Person (See Instructions)

 

 HC, CO

 

*

Including 26,039,583 ordinary shares represented by 26,039,583 ADSs.

**

Based on 619,982,888 ordinary shares outstanding at January 31, 2024 as reported in the Issuer’s Form 6-K filed with the SEC on January 31, 2024.

 

Page 3 of 9 pages

CUSIP No. 413216300 (American Depositary Shares)

 

 1.   

 Names of Reporting Persons.

 

 Lingotto Investment Management (UK) Limited

 2.  

 Check the Appropriate Box if a Member of a Group (See Instructions)

 

 (a) ☐  (b) ☐

 3.  

 SEC Use Only

 

 4.  

 Citizenship or Place of Organization

 

 United Kingdom

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With:

    5.   

 Sole Voting Power:

 

 29,761,892*

   6.  

 Shared Voting Power:

 

 0

   7.  

 Sole Dispositive Power:

 

 29,761,892*

   8.  

 Shared Dispositive Power:

 

 0

 9.   

 Aggregate Amount Beneficially Owned by Each Reporting Person

 

 29,761,892*

10.  

 Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

 

 ☐

11.  

 Percent of Class Represented by Amount in Row (9)

 

 4.8%**

12.  

 Type of Reporting Person (See Instructions)

 

 CO, FI

 

*

Including 26,039,583 ordinary shares represented by 26,039,583 ADSs.

**

Based on 619,982,888 ordinary shares outstanding at January 31, 2024 as reported in the Issuer’s Form 6-K filed with the SEC on January 31, 2024.

 

Page 4 of 9 pages

CUSIP No. 413216300 (American Depositary Shares)

 

 1.   

 Names of Reporting Persons.

 

 Lingotto Investment Management LLP

 2.  

 Check the Appropriate Box if a Member of a Group (See Instructions)

 

 (a) ☐  (b) ☐

 3.  

 SEC Use Only

 

 4.  

 Citizenship or Place of Organization

 

 United Kingdom

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With:

    5.   

 Sole Voting Power:

 

 29,761,892*

   6.  

 Shared Voting Power:

 

 0

   7.  

 Sole Dispositive Power:

 

 29,761,892*

   8.  

 Shared Dispositive Power:

 

 0

 9.   

 Aggregate Amount Beneficially Owned by Each Reporting Person

 

 29,761,892*

10.  

 Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

 

 ☐

11.  

 Percent of Class Represented by Amount in Row (9)

 

 4.8%**

12.  

 Type of Reporting Person (See Instructions)

 

 PN, FI

 

*

Including 26,039,583 ordinary shares represented by 26,039,583 ADSs.

**

Based on 619,982,888 ordinary shares outstanding at January 31, 2024 as reported in the Issuer’s Form 6-K filed with the SEC on January 31, 2024.

 

Page 5 of 9 pages

Item 1.

 

  (a)

Name of Issuer:

Harmony Gold Mining Company Limited

 

  (b)

Address of Issuer’s Principal Executive Offices

Randfontein Office Park

CNR Ward Avenue and Main Reef Road,

Randfontein, South Africa, 1759

 

Item 2.

 

  (a)

Name of Person Filing

Giovanni Agnelli B.V.

Exor N.V.

Lingotto Investment Management (UK) Limited Lingotto Investment Management LLP

Lingotto Investment Management LLP, which acquired the securities being reported on, is 99.7% owned by Lingotto Investment Management (UK) Limited. Lingotto Investment Management (UK) Limited is a wholly owned subsidiary of Exor N.V., which in turn is controlled by Giovanni Agnelli B.V.

 

  (b)

Address of Principal Business Office or, if none, Residence

Giovanni Agnelli B.V.

Symphony Building

Gustav Mahlerplein 25

Amsterdam, 1082 MS

The Netherlands

Exor N.V.

Symphony Building

Gustav Mahlerplein 25

Amsterdam, 1082 MS

The Netherlands

Lingotto Investment Management (UK) Limited

7 Seymour Street

London, W1H 7JW

United Kingdom

Lingotto Investment Management LLP

7 Seymour Street

London, W1H 7JW

United Kingdom

 

Page 6 of 9 pages

  (c)

Citizenship

Giovanni Agnelli B.V. – the Netherlands

Exor N.V. – the Netherlands

Lingotto Investment Management (UK) Limited– United Kingdom

Lingotto Investment Management LLP – United Kingdom

 

  (d)

Title of Class of Securities

Ordinary shares, with no par value per share

 

  (e)

CUSIP Number

413216300. The CUSIP number applies to the ADSs, each of which represents one ordinary share.

 

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

Not applicable.

 

Item 4.

Ownership.

 

  (a)

Amount beneficially owned:

See the responses to Item 9 on the attached cover pages.

 

  (b)

Percent of class:

See the responses to Item 11 on the attached cover pages.

 

  (c)

Number of shares as to which the person has:

 

  (i)

Sole power to vote or to direct the vote

See the responses to Item 5 on the attached cover pages.

 

  (ii)

Shared power to vote or to direct the vote

See the responses to Item 6 on the attached cover pages.

 

  (iii)

Sole power to dispose or to direct the disposition of

See the responses to Item 7 on the attached cover pages.

 

  (iv)

Shared power to dispose or to direct the disposition of

See the responses to Item 8 on the attached cover pages.

 

Item 5.

Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☒.

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

Not Applicable.

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

See Item 2.

 

Item 8.

Identification and Classification of Members of the Group.

Not Applicable.

 

Page 7 of 9 pages

Item 9.

Notice of Dissolution of Group.

Not Applicable.

 

Item 10.

Certification.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

 

Page 8 of 9 pages

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: February 14, 2024

 

Giovanni Agnelli B.V.
By  

/s/ Guido de Boer

Name:   Guido de Boer
Title:   Authorized Signatory
Exor N.V.
By  

/s/ Guido de Boer

Name:   Guido de Boer
Title:   Chief Financial Officer
Lingotto Investment Management (UK) Limited
By  

/s/ Enrico Vellano

Name:   Enrico Vellano
Title:   CEO
Lingotto Investment Management LLP
By  

/s/ Enrico Vellano

Name:   Enrico Vellano
Title:   CEO

 

Page 9 of 9 pages

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