Press Release

 

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 December 2004

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”)

7 December 2004

 

Overwhelming rejection of the proposed IAMGold transaction

 

Harmony calls for recommendation of the proposed merger

 

Harmony welcomes the rejection by Gold Fields shareholders of the resolutions proposed in relation to the now defeated IAMGold transaction. This was achieved despite the attempt by Gold Fields’ management to force through the IAMGold resolutions by:

 

- failing to honour the provisions of Gold Fields’ contract with its depository bank, the Bank of New York, to give notice of the substantial opposition to the proposed IAMGold transaction; and

 

- refusing to recognise Harmony’s holding of approximately 11.8% in Gold Fields.

 

Harmony considers that this result represents a decisive rejection of the corporate strategy that Gold Fields’ management has put before its shareholders and is therefore an overwhelming vote of no confidence in Gold Fields’ management.

 

Harmony believes that Gold Fields’ management should now abandon its ill-conceived defence, 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 urges Gold Fields’ management to enter into discussions aimed at reaching agreement on the terms of a recommended merger between Harmony and Gold Fields.

 

CE Bernard Swanepoel said:

 

“Gold Fields shareholders have now spoken. With this behind us, we now look forward to engaging with Gold Fields’ management to agree the terms of a recommended merger of our two companies.

This will remove the uncertainty currently in the market, allowing our shares to return to their true underlying value and will create the world’s premier gold mining company, a must-have investment for gold and non-gold investors alike.”

 

ENDS

 

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    
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.

 

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 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.

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.

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: December 7, 2004        
    Harmony Gold Mining Company Limited
    By:  

                /S/    NOMFUNDO QANGULE

    Name:                                 Nomfundo Qangule
    Title:                               Chief Financial Officer