SRP Ruling Regarding Concert Parties Upheld
November 29 2004 - 10:43AM
PR Newswire (US)
SRP Ruling Regarding Concert Parties Upheld JOHANNESBURG, South
Africa, Nov. 29 /PRNewswire-FirstCall/ -- Harmony Gold (NYSE: HMY;
JSE: "HAR") is pleased to announce that today the Securities
Regulation Panel ("SRP") in South Africa upheld the ruling of its
Executive Committee and dismissed the appeals by Gold Fields
Limited (NYSE: GFI; JSE: "GFI") ("Gold Fields") to have Harmony and
JSC MMC Norilsk Nickel declared concert parties in relation to the
offers. The SRP also ruled that it had jurisdiction over the early
settlement offer, and refused all of the various rulings applied
for, and appeals brought by, Gold Fields. "We have been vindicated
once again. We hope that both Gold Fields and Harmony shareholders
have noted that the sheer volume of distracting and expensive
technical legal challenges and appeals brought by Gold Fields
management, which we believe have served only to disadvantage all
stakeholders through obscuring the debate around the merit of our
offers." said CE Bernard Swanepoel. In connection with the proposed
merger of Gold Fields, Harmony has filed a registration statement
on Form F-4 (which was declared effective by the Securities and
Exchange Commission (SEC) on November 19, 2004) and filed a final
prospectus, dated November 19, 2004, with the SEC pursuant to Rule
424(b)(5) of the Securities Act of 1933, to register the Harmony
ordinary shares (including Harmony ordinary shares represented by
Harmony American Depositary Shares (ADSs)) to be issued in exchange
for Gold Fields ordinary shares held by Gold Fields shareholders
located in the United States and for Gold Fields ADSs held by Gold
Fields shareholders wherever located, 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 will
contain important information. Investors and holders of Gold Fields
securities may obtain free copies of the registration statement,
the final prospectus, 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/. Investors and holders of Gold Fields
securities will receive information at an appropriate time on how
to obtain transaction-related documents for free from Harmony or
its duly designated agent. The final 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, 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 United States 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
United States prior to the time the registration statement becomes
effective. No offering of securities shall be made in the United
States except by means of a prospectus meeting the requirements of
Section 10 of the United States Securities Act of 1933, as amended.
Forward-looking Statements Statements in this communication include
"forward-looking statements" that express or imply expectations of
future events or results. Forward-looking statements are statements
that are not historical facts. These statements include financial
projections and estimates and their underlying assumptions,
statements regarding plans, objectives and expectations with
respect to future operations, products and services, and statements
regarding future performance. Forward-looking statements are
generally identified by the words "expect," "anticipates,"
"believes," "intends," "estimates" and similar expressions. All
forward-looking statements involve a number of risks, uncertainties
and other factors, and Harmony cannot give assurances that such
statements will prove to be correct. Risks, uncertainties and other
factors that could cause actual events or results to differ from
those expressed or implied by the forward-looking statements
include, without limitation, the satisfaction of closing
conditions, the acceptance or rejection of any agreement by
regulators, delays in the regulatory processes, changes in the
economic or political situation in South Africa, the European
Union, the United States of America and/or any other relevant
jurisdiction, changes in the gold industry within any such country
or area or worldwide and the performance of (and cost savings
realized by) Harmony. Although Harmony's management believes that
the expectations reflected in such forward-looking statements are
reasonable, investors and holders of Gold Fields securities are
cautioned that forward-looking information and statements are
subject to various risks and uncertainties, many of which are
difficult to predict and generally beyond the control of Harmony,
that could cause actual results and developments to differ
materially from those expressed in, or implied or projected by, the
forward-looking information and statements. These risks and
uncertainties include those discussed or identified in the public
filings with the SEC made by Harmony and Gold Fields, including
those listed under "Cautionary Statement Concerning Forward-Looking
Statements" and "Risk Factors" in the preliminary prospectus
included in the registration statement on Form F-4 that Harmony
filed with the SEC. Harmony does not undertake any obligation to
update any forward-looking information or statements. You may
obtain a free copy of the registration statement and preliminary
and final prospectus (when available) and other public documents
filed with the SEC in the manner described above. 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: Issued by (direct line, mobile,
email): Harmony Gold - Ferdi Dippenaar, +27-11-684-0140, or
+27-82-807-3684, or Corne Bobbert, +27-11-684-0146,
+27-83-380-6614; or United States - Financial Dynamics Business
Communications - Hollis Rafkin-Sax, +1-212-850-5789,
+1-917-509-0255, , or Torie Pennington, +1-212-850-5629, or
+1-917-838-1369, ; or South Africa - Beachhead Media & Investor
Relations - Jennifer Cohen, +27-11-214-2401, or +27-82-468-6469, ,
or Patrick Lawlor, +27-11-214-2410, +27-82-459-6709, ; or United
Kingdom - Financial Dynamics Business Communications - Nic Bennett,
+44-207-269-7115, or +44-7979-536-619, , or Charles Watenphul,
+44-207-269-7216, +44-7866-438-013, ; or US Information Agent -
MacKenzie Partners, Inc, Daniel Burch, +1-212-929-5500, , or Steve
Balet, 1-800-322-2885
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