Harmony Gold Issues Clarification Regarding the Norilsk Irrevocable Undertaking
01 February 2005 - 7:48AM
PR Newswire (US)
Harmony Gold Issues Clarification Regarding the Norilsk Irrevocable
Undertaking JOHANNESBURG, South Africa, Jan. 31
/PRNewswire-FirstCall/ -- Harmony Gold Mining Company Limited
(NYSE: HMY; JSE: "HAR") previously elected to waive in its entirety
the condition of the offer that Harmony receive acceptances from
Gold Fields (NYSE: GFI; JSE: "GFI") security holders in excess of
50% of the entire issued share capital of Gold Fields. As a
consequence, Harmony's offer was declared "unconditional as to
acceptances" on January 27, 2005. Accordingly, Gold Fields security
holders who have tendered their Gold Fields shares (including
shares represented by American Depositary Shares) into the offer
will be entitled to the offer consideration once the remaining
conditions to the offer have been satisfied and the offer is
declared wholly unconditional. The only remaining conditions to the
offer are the receipt of the requisite regulatory approvals,
including the grant of merger clearance by South African
competition authorities and Harmony's U.S. registration statement
being declared effective by the U.S. Securities and Exchange
Commission. Gold Fields security holders are reminded that Gold
Fields shares (including shares represented by American Depositary
Shares) that have been validly tendered into the current offer may
be withdrawn, pursuant to the procedures described in Harmony's
preliminary prospectus and related offer materials, until the offer
has been declared wholly unconditional. For the avoidance of doubt,
no withdrawal rights apply in respect of Harmony's prior offer,
which expired on November 26, 2004. The waiver of the minimum
acceptance condition does not affect Norilsk's irrevocable
undertaking. However, to avoid any confusion, Harmony and Norilsk
have confirmed their intention that, as always envisaged, Norilsk
is not obliged to accept the current offer until Harmony has
received, in aggregate, sufficient acceptances in the offer that
will, together with the Gold Fields shares (including shares
represented by American Depositary Shares) acquired by Harmony in
the prior offer and Norilsk's 20.03% shareholding, equate to
Harmony holding in excess of 50% of the issued share capital of
Gold Fields. "We reiterate Norilsk's commitment to the spirit and
business logic of our offers to acquire Gold Fields. Our letter to
them is merely to record that nothing has changed and to avoid any
confusion which market speculation may cause," said chief executive
Bernard Swanepoel. As at 5.00 p.m. (New York City time) on January
28, 2005 valid tenders in the current offer had been received in
respect of a total of 71,116 Gold Fields shares (including Gold
Fields shares represented by American Depositary Shares). Harmony
considers this level of acceptances to be consistent with customary
market practice where an offer is still awaiting approval from
regulatory authorities. 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: 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/
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