Filed by Harmony Gold Mining Company Limited
Pursuant to Rule 165 and Rule 425 under the United States Securities Act of 1933, as amended
Subject Company: Gold Fields Limited
Commission File No. 333-119880
Date: November 15, 2004
Harmony Gold Mining Company Limited
(Incorporated in the Republic of South Africa)
(Registration number 1950/038232/06)
Share code: HAR ISIN: ZAE000015228
(“Harmony”)
15 November 2004
Gold Fields Limited in breach of confidentiality agreement
Harmony has received several enquiries from the media regarding a document prepared by HSBC Bank plc (“HSBC”) in August 2004. Harmony understands that this and other documents were provided to the media by Edward Nathan & Friedland (Proprietary) Limited (“ENF”), legal advisers to Gold Fields, on the evening of Friday, 12 November 2004.
It should be noted that the release of these documents to the media by Gold Fields Limited (“Gold Fields”) and its advisors represents a breach of the confidentiality agreement under which these documents were provided to ENF and a breach of the basis on which the documents could be used by Gold Fields: that is to say, for the purposes of the Competition Tribunal and not for their distribution to the media.
The document refers to a possible transaction between Harmony, Gold Fields and JSC MMC Norilsk Nickel (“Norilsk”) which would involve the separation of the companies respective South African and international assets into two separate entities.
Harmony, in common with all major corporations, regularly receives unsolicited proposals of this kind from investment banks. In recent months, and particularly after the announcement of the acquisition by Norilsk of Anglo American’s stake in Gold Fields, Harmony received various proposals regarding, inter alia, a proposed takeover of Gold Fields from a number of investment banks including, J.P. Morgan plc (“J.P. Morgan”), Investec Bank Limited (“Investec”) and HSBC.
It should be noted that the JP Morgan proposal was submitted after it had been appointed as adviser to Gold Fields.
Harmony has not implemented, and does not plan to implement, any of the ideas submitted by J.P. Morgan, Investec or HSBC in this period but has developed its own strategy which it is now pursuing.
Harmony believes its own strategy is a unique opportunity for Gold Fields shareholders, creating the world’s largest gold mining company by reserves and production.
ENDS
In connection with the proposed acquisition of Gold Fields, Harmony has filed 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 American Depositary Shares (ADSs)) to be issued in exchange for Gold Fields ordinary shares held by Gold Fields shareholders located in the US 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 Securities and Exchange Commission (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 preliminary and final prospectus (when available), 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 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 proxy@mackenziepartners.com. Investors and security holders may obtain a free copy of the Form 20-F filed with the SEC on October 5, 2004, as amended, and any other documents filed with or furnished to the SEC by Harmony at www.sec.gov.
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 expects to send 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.
The directors of Harmony accept responsibility for the information contained in this press release. 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 press release is in accordance with the facts and does not omit anything likely to affect the import of such information.