GOLD Randgold Ads

    GOLD FIELDS LIMITED

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 WARNS SHAREHOLDERS THAT CONTROL OF THEIR COMPANY MAY PASS WITHOUT A
FULL OFFER FOR ALL SHARES

Johannesburg, 4 November 2004. In its Offer Response document sent yesterday to
shareholders, the Board of Directors of Gold Fields (the "Board") urged
shareholders to reject the unsolicited and hostile offer made by Harmony Gold
Mining Company ("Harmony") for Gold Fields. The Board wishes to alert
shareholders to the danger posed by the structure of the Harmony bid, which as
it stands, means that a full offer for all of Gold Fields shares may never be
completed and Gold Fields shareholders may face significant further value
destruction as a result. Accordingly, it is the Board's opinion that this
two-phase structure is contrary to accepted international principles of fair
and equal treatment of shareholders.

Harmony's offer is structured in two phases including an early settlement to
acquire up to 34.9% of Gold Fields. The Board believes that this early
settlement would enable Harmony to effectively gain control of Gold Fields
without having made a bid for the entire company. The second stage of the offer
has many more conditions attached to it than the first stage, which reduces the
likelihood that it will ever be implemented. The achievement of the second
stage offer is therefore uncertain.

Harmony intends, through its "early settlement offer" to acquire up to 34.9% of
Gold Fields. There is no "minimum condition" on Harmony's early settlement
offer. This means that even if only 10% of Gold Fields' shares are tendered,
Harmony will have to purchase them and be left with a minority stake in Gold
Fields.

Harmony has undertaken to launch a "subsequent offer" for all remaining shares
in Gold Fields following the early settlement offer. The subsequent offer is
subject to conditions precedent, including, a minimum acceptance condition of
50%, the approval of competition authorities and other regulatory approvals. If
these approvals were not forthcoming, it would leave Harmony with a significant
minority stake in Gold Fields, at the expense of dilution to its shareholders.
What will the Harmony's board do if the subsequent offer fails? Why has this
not been addressed?

GOLD FIELDS SHAREHOLDERS COULD FACE A SITUATION WHERE THERE IS A HOSTILE
MINORITY SHAREHOLDER UNDERMINING THE STRATEGIC DIRECTION OF THE COMPANY AND THE
DECISION MAKING ABILITY OF THE BOARD RESULTING IN FURTHER VALUE DESTRUCTION.

Harmony's offer is VERY RISKY. As a minority shareholder, Harmony will not be
able to effectively extract the purported synergies or gain direct access to
Gold Fields' cash flows. As the Board outlined in the offer response document
published on 3 November, Harmony's offer is dilutive to Gold Fields
shareholders on key metrics and if shareholders accept the "early settlement"
offer the value of your shares may never recover.

Alternatively, competition authorities could provide their approval conditional
on disposal of certain assets by Harmony and Gold Fields. Harmony and Gold
Fields would then be forced to sell assets, potentially at very low valuations,
in order to close the acquisition, which would be highly detrimental to
shareholder value.

Gold Fields has taken measured responses to Harmony's hostile offer in the
expectation that both Gold Fields and Harmony shareholders would realise the
inherent threats posed by this proposal. The management of Gold Fields,
however, as per their mandate from the Board and in execution of their
fiduciary duties to shareholders, are prepared to pursue every means possible
to reject the Harmony offer to protect its shareholders from the value
destructive, coercive Harmony offer.

Ian Cockerill, Chief Executive of Gold Fields commented,

"In accordance with the principles of good corporate governance which we prize
so highly, the Board of Gold Fields has no wish to stand in the way of a full
and fair offer being presented to its shareholders to allow them to decide an
offer on its merits. However, Harmony has deliberately structured its offer to
gain effective control of Gold Fields without having to conclude a full offer.
This shows a flagrant disregard for all the legal protections normally in place
to ensure the fair and equal treatment of shareholders. Harmony should withdraw
its coercive early settlement offer."

Nick Holland, Chief Financial Officer of Gold Fields, added,

"Shareholders must be aware that if Harmony gains 30,1% of Gold Fields shares
in the early settlement offer which is designed to give a guaranteed premium to
hedge funds and arbitrageurs, then because Norilsk have provided their
irrevocable undertaking in respect of its 20% holding in favour of Harmony,
effective control of Gold Fields could pass to Harmony even if no other Gold
Fields shareholders accept the subsequent offer. Gold Fields' shareholders may
face significant value destruction as a result."

ENDS

Enquiries

South Africa

Willie Jacobsz

Tel +27 11 644-2460

Fax +27 11 484-0639

North America

Tel +303 796-8683

Fax +303 796-8293

In the United States, Gold Fields Limited ("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.

This document contains forward-looking statements with respect to Gold Fields'
financial condition, results of operations, business strategies, operating
efficiencies, competitive position, growth opportunities for existing services,
plans and objectives of management, markets for stock and other matters. These
forward-looking statements are subject to a number of risks and uncertainties
and the events discussed herein may not occur.

Information included in this document relating to Harmony and its business has
been derived solely from publicly available sources . While Gold Fields has
included information in this document regarding Harmony that is known to Gold
Fields based on publicly available information, Gold Fields has not had access
to nonpublic information regarding Harmony and could not use such information
for the purpose of preparing this document. Although Gold Fields is not aware
of anything that would indicate that statements relating to Harmony contained
in this document are inaccurate or incomplete, Gold Fields is not in a position
to verify information concerning Harmony. Gold Fields and its directors and
officers are not aware of any errors in such information. Subject to the
foregoing and to the maximum extent permitted by law, Gold Fields and its
directors and officers disclaim all liability for information concerning
Harmony included in this document.

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

Randgold Ads (LSE:GOLD)
Graphique Historique de l'Action
De Oct 2024 à Nov 2024

Randgold Ads (LSE:GOLD)
Graphique Historique de l'Action
De Nov 2023 à Nov 2024