Registration No. 333-______ |
Francis Fitzherbert-Brockholes, Esq.
White & Case LLP
5 Old Broad Street
London EC2N 1DW
United Kingdom
+44-20-7532-1000
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Hogan Lovells International LLP
Atlantic House
Holborn Viaduct
London EC1A 2FG
United Kingdom
+44-20-7296-2000
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Title of each class
of Securities to be registered
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Amount to be registered
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Proposed
maximum aggregate price per unit(1)
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Proposed
maximum aggregate offering price(2)
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Amount of registration fee
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American Depositary Shares evidenced by American Depositary Receipts, each American Depositary Share representing the number of Ordinary Shares of Harmony Gold Mining Company Limited set forth in the form of American Depositary Receipt.
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300,000,000 American Depositary Shares
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$5.00
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$15,000,000
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$1,741.50
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(1)
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Each Unit represents 100 American Depositary Shares.
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(2)
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Estimated solely for the purpose of calculating the registration fee. Pursuant to Rule 457(k), such estimate is computed on the basis of the maximum aggregate fees or charges to be imposed in connection with the issuance of American Depositary Shares.
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Item - 1. | Description of Securities to be Registered |
Item Number and Caption
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Location in Form of Receipt
Filed Herewith as Prospectus
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1. Name and address of depositary
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Introductory paragraph
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2. Title of American Depositary Receipts and identity of deposited securities
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Face of American Depositary Receipt, top center
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Terms of Deposit:
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(i) The amount of deposited securities represented by one unit of American Depositary Receipts
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Face of American Depositary Receipt, upper right corner
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(ii) The procedure for voting, if any, the deposited securities
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Paragraph 15, 16 and 18
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(iii) The collection and distribution of dividends
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Paragraph 4, 12, 13, 15 and 18
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(iv) The transmission of notices, reports and proxy soliciting material
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Paragraph 11, 15, 16 and 18
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(v) The sale or exercise of rights
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Paragraph 13, 14, 15 and 18
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(vi) The deposit or sale of securities resulting from dividends, splits or plans of reorganization
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Paragraph 4, 5, 10 and 13
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(vii) Amendment, extension or termination of the deposit agreement
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Paragraph 20 and 21
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(viii) Rights of holders of Receipts to inspect the transfer books of the depositary and the list of holders of Receipts
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Paragraph 11
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(ix) Restrictions upon the right to deposit or withdraw the underlying securities
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Paragraph 2, 3, 4, 5, 6, 8 and 22
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(x) Limitation upon the liability of the depositary
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Paragraph 14, 18, 19 and 21
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3. Fees and Charges
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Paragraph 7 and 8
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Item - 2. | Available Information |
Public Reports furnished by issuer
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Paragraph 11
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Item – 3.
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Exhibits
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a.
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Form of Amended and Restated Deposit Agreement among Harmony Gold Mining Company Limited. (the “Company”), Deutsche Bank Trust Company Americas as depositary (the “Depositary”), and the Holders and Beneficial Owners of American Depositary Shares evidenced by American Depositary Receipts issued thereunder (the “Deposit Agreement”), including the form of American Depositary Receipt. – Filed herewith as Exhibit (a).
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b.
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Any other agreement to which the Depositary is a party relating to the issuance of the American Depositary Shares registered hereby or the custody of the deposited securities represented. - Not Applicable.
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c.
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Every material contract relating to the deposited securities between the Depositary and the issuer of the deposited securities in effect at any time within the last three years. – Not Applicable.
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d.
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Opinion of White & Case LLP, as counsel to the Depositary, as to the legality of the securities being registered. – Filed herewith as Exhibit (d).
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e.
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Certification under Rule 466. – Not applicable.
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Item – 4.
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Undertakings
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(a)
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The Depositary hereby undertakes to make available at the principal office of the Depositary in the United States, for inspection by holders of the American Depositary Receipts, any reports and communications received from the issuer of the deposited securities which are both (1) received by the Depositary as the holder of the deposited securities, and (2) made generally available to the holders of the underlying securities by the issuer.
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(b)
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If the amounts of fees charged are not disclosed in the prospectus, the Depositary undertakes to prepare a separate document stating the amount of any fee charged and describing the service for which it is charged and to deliver promptly a copy of such fee schedule without charge to anyone upon request. The Depositary undertakes to notify each registered holder of an American Depositary Receipt 30 days before any change in the fee schedule.
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Legal entity created by the form of Deposit
Agreement for the issuance of American Depositary Shares
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DEUTSCHE BANK TRUST COMPANY AMERICAS,
AS DEPOSITARY |
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By:
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/s/ Chris Konopelko | ||
Name:
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Chris Konopelko | ||
Title:
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Vice President | ||
By:
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/s/ Laura Bonner | ||
Name:
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Laura Bonner | ||
Title:
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Vice President |
HARMONY GOLD MINING COMPANY LIMITED
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By:
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/s/ Graham Briggs | ||
Name:
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Graham Briggs | ||
Title:
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Chief Executive Officer |
Signature
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Title
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Name: Patrice Motsepe
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Non-executive chairman
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/s/ Graham Briggs
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Name: Graham Briggs
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Chief Executive Officer
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/s/ Hannes Meyer | |||
Name: Hannes Meyer
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Financial Director
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/s/ Harry Ephraim Mashego | |||
Name: Harry Ephraim Mashego
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Executive Director
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/s/ Fikile De Buck
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Name: Fikile De Buck
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Lead Independent Non-Executive Director
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/s/ Frank Abbott
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Name: Frank Abbott
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Non-Executive Director
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Name: Joaquim Chissano
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Non-Executive Director
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/s/ Ken Dicks
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Name: Ken Dicks
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Independent Non-Executive Director
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Name: Dr Simo Lushaba
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Independent Non-Executive Director
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Name: Cathie Markus
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Independent Non-Executive Director
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Name: Modise Motloba
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Independent Non-executive Director
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/s/ Mavuso Msimang
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Name: Mavuso Msimang
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Independent Non-executive Director
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/s/ David Nokó
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Name: David Nokó
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Independent Non-executive Director
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/s/ Cedric Savage
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Name: Cedric Savage
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Independent Non-executive Director
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/s/ John Wetton
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Name: John Wetton
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Non-Executive Director
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Name: André Wilkens
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Non-Executive Director
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/s/ George Boychuk | |||
Name: George Boychuk
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Authorized U.S. Representative
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Exhibit
Number.
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Exhibit
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(a)
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Form of Amended and Restated Deposit Agreement.
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(d)
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Opinion of White & Case LLP, counsel to the Depositary, as to the legality of the securities being registered.
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