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 16, 2004
Harmony Gold Mining Company Limited
(Incorporated in the Republic of South Africa)
(Registration number 1950/038232/06)
Share code: HAR ISIN: ZAE000015228
(“Harmony”)
Press release:
15 November 2004
Gold Fields Attempts to Corrupt Harmony Employee
Harmony is outraged by the depths to which the desperate Gold Fields Limited (“Gold Fields”) now appears to be stooping. Gold Fields has attempted to corrupt at least one senior Harmony employee.
The Head of Security of Gold Fields, Mr. Pine Pienaar, has offered a senior Harmony employee a contract to become an informer, specifically tasked to spy on Harmony’s tactics with regard to Harmony’s offers to Gold Fields.
Harmony has in its possession the draft contract that Gold Fields proposed to the Harmony employee.
In a sworn affidavit, the Harmony employee has stated that he was encouraged to conduct these covert operations and to be paid under a false name.
On 8th November, 2004, Mr. Pienaar specifically requested that the Harmony employee “collect any documentation lying around about the deal” and he said that “any information on the takeover bid that you get, I would like to have.”
Ends
Issued by (direct line, mobile, email):
| Harmony | ||||
| Ferdi Dippenaar |
+27 11 684 0140 |
+27 82 807 3684 | ||
| Corne Bobbert |
+27 11 684 0146 |
+27 83 380 6614 | ||
| South Africa - Beachhead Media & Investor Relations | ||||
| Jennifer Cohen |
+27 (0)11 214 2401 |
+27 (0)82 468 6469 | ||
| United Kingdom – Financial Dynamics Business Communications | ||||
| Nic Bennett |
+44(0)207 269 7115 |
+44(0)7979 536 619 | ||
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.