Further Cautionary Announcement
27 Oktober 2004 - 3:04PM
UK Regulatory
GOLD FIELDS LIMITED
Registration number: 1968/004880/06
ISIN: ZAE000018123
JSE Code: GFI
("Gold Fields" or the "company")
FURTHER CAUTIONARY ANNOUNCEMENT
Shareholders of Gold Fields ("shareholders") are referred to the announcement
published by Gold Fields in the press on 19 October 2004, regarding an offer
for the entire issued share capital of Gold Fields by Harmony Gold Mining
Company Limited ("Harmony"), a circular in respect of which may now have been
received by shareholders.
Gold Fields has received legal advice to the effect that the early settlement
offer, in terms of which Harmony is seeking to acquire for early settlement up
to 34,9% of the entire issued share capital of Gold Fields, whether in
isolation or in combination with the so-called subsequent offer, is an unlawful
construct designed to evade the jurisdiction of various regulatory authorities
and is, in particular, a notifiable merger for the purposes of the Competition
Act, 1998, as amended. As such, according to legal advice received, the offer
may not lawfully be implemented in whole or in part prior to notification to
the Competition authorities and receipt of approval from them.
In order to obtain certainty for shareholders and to enable them to determine
how they should in their best interests deal with the offer from Harmony, Gold
Fields has submitted an application to the Competitions Tribunal to interdict
the apparent unlawful implementation of the offer. Until such time as further
information regarding the outcome of the application becomes available,
shareholders are advised to continue to exercise caution when dealing in
securities of the company.
Johannesburg
26 October 2004
Joint Financial Advisors to Gold Sponsor to Gold Fields
Fields
Goldman Sachs International JPMorgan
JPMorgan
Corporate law advisors and consultants to Gold Fields
Edward Nathan & Friedland (Pty) Limited
Corporate Law Advisors and Consultants
(Registration number 1999/026464/21)
This announcement has been made for regulatory reasons in South Africa and does
not constitute a solicitation or recommendation of Gold Fields Limited ("Gold
Fields") and should not be construed in such a manner. In the United States,
Gold Fields will file a Solicitation/Recommendation Statement with the US
Securities and Exchange Commission (the "SEC") on Schedule 14D-9 and holders of
Gold Fields" Ordinary Shares and American Depositary Shares are advised to read
it when it becomes available as it will contain important information. Copies
of the Schedule 14D-9 and other related documents filed by Gold Fields will be
available free of charge on the SEC"s website at http://www.sec.gov. Any
documents filed by Harmony Gold Mining Company Limited, including the
registration statement on Form F-4 (which includes a preliminary prospectus)
dated October 21, 2004 and related exchange offer materials as well as its
Tender Offer Statement on Schedule TO filed with the SEC on October 22, 2004,
will also be available free of charge on the SEC"s website.
END
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