Further re Offer by Harmony
05 November 2004 - 5:18PM
UK Regulatory
GOLD FIELDS
Reg. 1968/004880/06
24 St Andrews Road
Parktown, 2193
Postnet Suite 252
Private Bag X30500
Houghton, 2041
South Africa
Tel +27 11 644-2400
Dir +27 11 644-2460
Fax +27 11 484-0639
www.goldfields.co.za
MEDIA RELEASE
Gold Fields Sues to Stop Harmony Offer in the United States
Johannesburg, 5 November 2004 : Gold Fields Limited (GFI: JSE and NYSE) today
announced that it has filed a complaint in the United States District Court for
the Southern District of New York against Harmony Gold Mining Limited (HAR:JSE
and HMY:NYSE) in connection with Harmony's coercive two-step offer for the
shares of Gold Fields. The complaint alleges that Harmony has violated US
securities laws and seeks to stop Harmony's unsolicited and hostile offer.
The complaint alleges that Harmony's early settlement offer, pursuant to which
Harmony is seeking to acquire up to 34.9% of Gold Fields shares, is unlawful
because the registration statement and related tender offer documents filed
with the U.S. Securities and Exchange Commission are misleading, inaccurate and
omit material information about Harmony and its coercive two-step offer
structure.
The Gold Fields Board has initiated this law suit because it believes that Gold
Fields shareholders are being forced to make a crucial investment decision
without accurate and complete information about the offer structure and
Harmony's plans if it gains control of Gold Fields. Gold Fields has asked the
court to stop Harmony's offer until Harmony provides shareholders with all
material information about its offer, and the Gold Fields shareholders have had
adequate time to absorb and consider this new information
The Gold Fields Board believes that Harmony's offer does not fully value Gold
Fields and recommends that Gold Fields shareholders reject Harmony's
unsolicited and hostile offer and not tender their Gold Fields shares into the
offer.
ends
Enquiries
South Africa
Willie Jacobsz
Tel +27 11 644-2460
Fax +27 11 484-0639
North America
Cheryl A Martin
Tel +303 796-8683
Fax +303 796-8293
In the United States, Gold Fields has filed a Solicitation/ Recommendation
Statement with the US Securities and Exchange Commission (the "SEC") on
Schedule 14D-9 and holders of the Gold Fields Ordinary Shares and American
Depositary Shares are advised to read it as it contains important information.
Copies of the Schedule 14D-9 and other related documents filed by Gold Fields
are available free of charge on the SEC's website at http://www.sec.gov. Any
documents filed by Harmony Gold Mining Company Limited, including any
registration statement on Form F-4 (including any prospectus contained therein)
and related exchange offer materials as well as its Tender Offer Statement on
Schedule TO, will also be available free of charge on the SEC's website.
The directors of Gold Fields accept responsibility for the information
contained in this document. To the best of their knowledge and belief (having
taken all reasonable care to ensure that such is the case) the information
contained in this document is in accordance with the facts and does not omit
anything likely to affect the import of such information. Copies of this
document are not being made available, and must not be mailed, forwarded,
transmitted or otherwise distributed or sent in or into Australia, Canada,
Japan, the Republic of Ireland or any other jurisdiction in which it is illegal
to make the offer and persons receiving this document (including custodians,
nominees and trustees) must not distribute, forward, mail, transmit or send it
in or into or from Australia, Canada, Japan, the Republic of Ireland or any
such other jurisdiction.
END
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