Business Context and Reporting Period
This Form 6-K filing by Gold Fields Limited, dated December 1, 2004, reports on significant legal developments regarding a hostile takeover attempt by Harmony Gold Mining Company. The filing covers events occurring in late November 2004 leading up to a scheduled Extraordinary General Meeting (EGM) of Gold Fields shareholders on December 7, 2004, to vote on a transaction with IAMGold.
Financial Metrics
The filing text does not provide specific financial data for Gold Fields Limited, including revenue, profit, cash flow, margins, debt, or liquidity metrics. The document is a media release focused on legal proceedings rather than a financial results report.
Material Changes and Legal Developments
The primary material change reported is the dismissal of eight legal actions initiated by Harmony Gold Mining Company in an attempt to block or influence the Gold Fields shareholder vote. Key rulings include:
- Competition Appeal Court (CAC): Ruled that Harmony's "Early Settlement Offer" constitutes a notifiable merger. Harmony cannot exercise voting rights on acquired shares until competition authorities approve the offer.
- Securities Regulation Panel (SRP): Confirmed the CAC ruling, stating the Harmony offer is a single "affected transaction" under SRP jurisdiction.
- Supreme Court of Appeal (SCA): Refused to enroll Harmony's appeal against the CAC order on an urgent basis.
- Constitutional Court: Dismissed Harmony's application to declare the CAC order appealable to the SCA.
- US District Court (Southern District of New York): Denied Harmony's request for a temporary restraining order and preliminary injunction against the Bank of New York (BoNY) regarding discretionary proxy voting for American Depositary Shares (ADS).
Management Commentary and Outlook
Gold Fields CEO Ian Cockerill stated that legal principles have been established confirming Harmony's two-stage offer is a single composite offer subject to regulation. Management highlighted that Harmony's attempt to prevent the issuance of discretionary proxies was denied by US courts. Cockerill characterized Harmony's actions as "desperate lawsuits" and urged them to withdraw their "hostile low-ball offer."
Management commentary included the following assertions regarding Harmony's condition:
- Harmony is burning cash and has reported losses for five consecutive quarters.
- Harmony faces labor unrest due to CONOPS.
- Gold Fields shareholders have overwhelmingly rejected Harmony's offer.
- Shareholders are expected to approve the creation of Gold Fields International via the IAMGold transaction.
Risks and Contingencies: One legal action remains pending: an application by Harmony in the High Court of South Africa to interdict Gold Fields from voting ADS shares at the EGM, expected to be heard later in the week of the filing.
Key Facts for Investor Verification
- Harmony Gold Mining Company has lost eight legal challenges attempting to block the Gold Fields/IAMGold transaction vote.
- Harmony is legally barred from voting shares acquired in its Early Settlement Offer until competition approval is obtained.
- The US District Court denied Harmony's request to stop the Bank of New York from issuing discretionary proxies for Gold Fields.
- One legal application regarding the voting of ADS shares remains pending in the High Court of South Africa.
- Gold Fields management asserts Harmony is financially distressed with five consecutive quarters of losses.