Harmony Gold: Gold Fields' Management Is Attempting to Force
Through the IAMGold Vote Against the Wishes of Shareholders Gold
Fields Showing Disregard of Corporate Governance Best Practices
JOHANNESBURG, South Africa, Dec. 6 /PRNewswire-FirstCall/ --
Harmony Gold (NYSE: HMY; JSE: "HAR") notes today's ruling by the
Witwatersrand Local Division of the High Court of South Africa. The
judge ruled that a final interdict is not appropriate at this stage
as Harmony has alternative remedies available to it. In summary,
Harmony can reapply to court following the result of the vote on
the proposed IAMGold transaction, at which point it will be clear
whether or not the discretionary proxy was material to the outcome.
At the request of the judge, Gold Fields undertook, in court, to
disclose promptly: (i) the votes for and against the IAMGold
resolutions; and (ii) the number of votes represented by the
disputed discretionary proxy obtained by Gold Fields' management
from the Bank of New York. Harmony remains firmly of the view that
Gold Fields' management has failed to honour the requirements of
Gold Fields' contract with its depository bank, the Bank of New
York, to give notice of substantial opposition to the proposed
IAMGold transaction. In Harmony's opinion, Gold Fields' management
has done this solely in order to obtain a discretionary proxy in
respect of, according to Harmony's calculations, approximately 10%
of Gold Fields shares, which, Harmony believes, Gold Fields'
management intends to vote in favour of the proposed IAMGold
transaction, against the wishes of Gold Fields shareholders. In
addition, based on public statements, Harmony understands that Gold
Fields' management intends to attempt to refuse to recognise
Harmony's approximately 11.8% holding in Gold Fields, despite the
fact that, in Harmony's view, Harmony is fully entitled to vote
those shares. Harmony firmly believes that this is one of the worst
examples in recent years of corporate governance abuse, in that
Gold Fields' management is attempting to force through the proposed
IAMGold transaction to serve its own interests rather than those of
shareholders. In Harmony's view, this is wholly consistent with
Gold Fields' management's behaviour to date, which has been focused
on a series of expensive legal challenges to Harmony's offers aimed
solely at removing Gold Fields shareholders' ability to decide on
the merits of Harmony's offers for themselves. Harmony can confirm
that, in the event that Gold Fields' management succeeds in forcing
through the resolutions in respect of the proposed IAMGold
transaction by voting the discretionary proxy and/or ignoring
Harmony's votes, Harmony will apply for an interdict to prevent the
implementation of the proposed IAMGold transaction. Gold Fields
shareholders should be aware that, in the event that Gold Fields'
management succeeds in forcing through the resolutions in respect
of the proposed IAMGold transaction, it will, in Harmony's view, be
attempting to implement a transaction that is both contrary to the
wishes of the majority of its shareholder base and that is, in
Harmony's view, ultimately unsustainable. "We are surprised by Gold
Fields' behaviour since we are aware that over 40% of Gold Fields
shareholders oppose the proposed IAMGold transaction, including
Gold Fields' three largest shareholders. We find it impossible to
believe that Gold Fields' management does not consider that this
represents substantial opposition. We firmly believe that, in
attempting to force through the proposed IAMGold transaction
against the wishes of Gold Fields shareholders, Gold Fields'
management is committing one of the most blatant breaches of
corporate governance best practice in recent years. In our view,
Gold Fields' management, in a desperate attempt to secure its own
position, is blatantly disregarding the interests of its own
shareholders and is seriously damaging South Africa in the eyes of
the world. Irrespective of one's views on the proposed IAMGold
transaction, all Gold Fields shareholders should be rejecting this
outrageous behaviour by management." said CE Bernard Swanepoel.
Issued by (direct line, mobile, email): Harmony Gold Ferdi
Dippenaar +27 11 684 0140 +27 82 807 3684 Corne Bobbert +27 11 684
0146 +27 83 380 6614 United States - Financial Dynamics Business
Communications Hollis Rafkin-Sax +1 212 850 5789 +1 917 509 0255
Torie Pennington +1 212 850 5629 +1 917 838 1369 South Africa -
Beachhead Media & Investor Relations Jennifer Cohen +27 11 214
2401 +27 82 468 6469 Patrick Lawlor +27 11 214 2410 +27 82 459 6709
United Kingdom - Financial Dynamics Business Communications Nic
Bennett +44 207 269 7115 +44 7979 536 619 Charles Watenphul +44 207
269 7216 +44 7866 438 013 US Information Agent - MacKenzie
Partners, Inc Daniel Burch +212 929 5500 Steve Balet +800 322 2885
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. Forward-looking
Statements Statements in this announcement 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 US 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 realised 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 has
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: Harmony Gold, Ferdi Dippenaar,
+27-11-684-0140, cell, +27-82- 807-3684, or Corne Bobbert,
+27-11-684-0146, cell, +27-83-380-6614; or United States -
Financial Dynamics Business Communications, Hollis Rafkin-Sax, +1-
212-850-5789, or cell, +1-917-509-0255, or , or Torie Pennington,
+1-212-850-5629, cell, +1-917-838-1369, or ; or South Africa -
Beachhead Media & Investor Relations, Jennifer Cohen, +27-
11-214-2401, cell, +27-82-468-6469, or , or Patrick Lawlor,
+27-11-214-2410, cell, +27-82-459-6709, or ; or United Kingdom -
Financial Dynamics Business Communications, Nic Bennett, +44-207-
269-7115, cell, +44-7979-536-619, or , or Charles Watenphul,
+44-207-269-7216, cell, +44-7866-438-013, or ; or US Information
Agent - MacKenzie Partners, Inc, Daniel Burch, +1-212-929-5500, or
, or Steve Balet, +1-800-322-2885
Copyright