Harmony Gold Announces Extension of the Closing Date of the Offer for Gold Fields
22 January 2005 - 5:25AM
PR Newswire (US)
Harmony Gold Announces Extension of the Closing Date of the Offer
for Gold Fields JOHANNESBURG, South Africa, Jan. 21
/PRNewswire-FirstCall/ -- Harmony Gold Mining Company Limited
(NYSE: "HMY"; JSE: "HAR") announced today that, while awaiting the
outcome of the investigation of the proposed merger by the
Competition Authorities of South Africa, the expected closing date
of the offer is hereby extended to 5.00 a.m. (EST) on Friday, March
18, 2005. Harmony will notify shareholders by means of a public
announcement of any amendment to the expected closing date of the
offer set out above. In addition, shareholders should note that, to
the extent permitted by law, any Gold Fields share tendered may be
accepted and settled prior to the time set for the expiration of
the offer, upon satisfaction or waiver (where permissible) of all
of the conditions to the offer. Harmony announces that as at 12.00
p.m. (South African time) on January 20, 2005 valid acceptances of
the offer had been received in respect of a total of 44,416 Gold
Fields shares representing approximately 0.0% of the entire issued
share capital of Gold Fields. Harmony considers this level of
acceptances to be entirely consistent with customary market
practice where an offer is still awaiting approval from the
competition authorities. In addition, as previously announced,
Harmony has received an irrevocable undertaking from Norilsk to
accept the offer in respect of 98,467,758 Gold Fields shares,
representing approximately 20.03% of the entire issued share
capital of Gold Fields. The extension of the closing date of the
offer does not impact Norilsk's irrevocable undertaking.
Accordingly, Harmony now either owns, has received valid tenders in
respect of, or has an irrevocable undertaking to tender into the
offer in respect of, a total of 155,077,569 Gold Fields shares
representing approximately 31.5% 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
has filed with the U.S. Securities and Exchange Commission ("SEC"),
a registration statement on Form F-4, which includes 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 resident in the United States and for Gold Fields ADSs
held by Gold Fields shareholders wherever resident, 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 contain important information. Investors and holders
of Gold Fields securities may obtain free copies of the
registration statement, the preliminary and final prospectus (when
available) 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 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
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 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. 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: Ferdi Dippenaar, +27-11-684-0140
or +27-82-807-3684, or Corne Bobbert, +27-11-684-0146 or
+27-83-380-6614, both of Harmony Gold; or United States - Financial
Dynamics Business Communications: Hollis Rafkin-Sax,
+1-212-850-5789, +1-917-509-0255 or , or Torie Pennington,
+1-212-850-5629, +1-917-838-1369 or ; or South Africa - Beachhead
Media & Investor Relations: Jennifer Cohen, +27-11-214-2401,
+27-82-468-6469 or , or Patrick Lawlor, +27-11-214-2410,
+27-82-459-6709 or ; or United Kingdom - Financial Dynamics
Business Communications: Nic Bennett, +44-207-269-7115,
+44-7979-536-619 or , or Charles Watenphul, +44-207-269-7216,
+44-7866-438 or ; or US Information Agent - MacKenzie Partners,
Inc: Daniel Burch, +1-212-929-5500 or , or Steve Balet,
1-800-322-2885, all for Harmony Gold
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