Press release: Gold Fields' Manangement continues to waste money on legal action

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 6-K

 

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO

RULE 13a-16 OR 15d-16 UNDER THE SECURITIES

EXCHANGE ACT OF 1934

 

For the Month of March 2005

Commission File Number: 001-31545

 

Harmony Gold Mining Company Limited

(Translation of registrant’s name into English)

 

Suite No. 1

Private Bag X1

Melrose Arch, 2076

South Africa

(Address of principal executive offices)

 

(Indicate by check mark whether the registrant files or will file annual reports under cover of

Form 20-F or Form 40-F.)

 

Form 20-F x    Form 40-F ¨

 

(Indicate by check mark whether the registrant by

furnishing the information contained in this form

is also thereby furnishing the information to the

Commission pursuant to Rule 12g3-2(b) under the

Securities Exchange Act of 1934.)

 

Yes ¨    No x

 

 

LOGO

 

Harmony Gold Mining Company Limited

 

(Incorporated in the Republic of South Africa)

(Registration number 1950/038232/06)

Share code: HAR ISIN: ZAE000015228

(“Harmony”)

 

 

16 March 2005

 

Gold Fields’ management continues to waste its shareholders’ money on expensive and frivolous legal actions

 

Further to Gold Fields’ numerous public statements that it intended to appeal to the Executive Committee of the SRP on the grounds that Harmony’s offer for Gold Fields had already lapsed, the Executive Committee met today to consider the appeal. At the hearing, Gold Fields withdrew its appeal without having made any arguments on the merits of its appeal and the Executive Committee accordingly dismissed the appeal with costs.

 

Harmony believes that this is yet another example of Gold Fields’ management wasting what amounts to millions of US dollars of its shareholders’ money on ill-conceived, expensive and frivolous legal actions. It is the latest instalment of the long campaign by Gold Fields’ management designed to frustrate Gold Fields’ shareholders’ ability to consider Harmony’s offer.

 

Harmony CE, Bernard Swanepoel said: “It is time for Gold Fields’ management to stop wasting these huge amounts of their shareholders’ money purely to keep the Gold Fields management team in their jobs. The only people benefiting from this are Gold Fields’ lawyers. The consistent losers are Gold Fields’ shareholders.

 

“I understand that Gold Fields’ management’s latest plan is to take the regulators to court. This is clearly ridiculous and shows a fundamental disrespect for the rules and institutions of the Republic of South Africa. It is time for this expensive comedy to end.”

 

ENDS

 

Issued by (direct line, mobile, email):

 

Harmony Gold

 

Ferdi Dippenaar   +27 11 684 0140   +27 82 807 3684    
Vusi Magadana   +27 11 684 0140   +27 72 157 5986    
South Africa - Beachhead Media & Investor Relations    
Jennifer Cohen   +27 11 214 2401   +27 82 468 6469   jennifer@bmsa.co.za
Patrick Lawlor   +27 11 214 2410   +27 82 459 6709   patrick@bmsa.co.za

United States – Financial Dynamics Business Communications
Hollis Rafkin-Sax   +1 212 850 5789   +1 917 509 0255    hrafkin-sax@fd-us.com
Torie Pennington   +1 212 850 5629   +1 917 838 1369    tpennington@fd-us.com
United Kingdom – Financial Dynamics Business Communications
Nic Bennett   +44 207 269 7115   +44 7979 536 619    nic.bennett@fd.com
Charles Watenphul   +44 207 269 7216   +44 7866 438 013    charles.watenphul@fd.com
US Information Agent - MacKenzie Partners, Inc
Daniel Burch   +212 929 5500   proxy@mackenziepartners.com
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.

 

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.

 

In connection with the proposed acquisition of Gold Fields, Harmony has filed a registration statement (File no: 333-120975) on Form F-4 (which was declared effective by the Securities and Exchange Commission (“SEC”) on February 28, 2005) and filed a final prospectus, dated February 25, 2005, with the SEC pursuant to Rule 424(b)(3) of the Securities Act of 1933, 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 United States 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, the related exchange offer materials and the final prospectus, 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, related exchange offer materials, the final prospectus 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. Investors and holders of Gold Fields securities will receive information at an appropriate time on how to obtain transaction-related documents for free from Harmony or its duly designated agent. The final 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.

 

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 communication 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 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 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.

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

Dated: March 16, 2005        
    Harmony Gold Mining Company Limited
    By:  

                /S/    NOMFUNDO QANGULE

    Name:                                 Nomfundo Qangule
    Title:                               Chief Financial Officer