SC 14D9/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14D-9

(Rule 14d-101)

SOLICITATION/ RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4)

OF THE SECURITIES EXCHANGE ACT OF 1934

(AMENDMENT NO. 1)

GOLD FIELDS LIMITED

(Name of Subject Company)

GOLD FIELDS LIMITED

(Name of Person(s) Filing Statement)

Ordinary Shares of nominal value Rand 0.50 each

American Depositary Shares, each representing one Ordinary Share

(Title of Class of Securities)

ZAE000018123 (Ordinary Shares)

38059T106 (American Depositary Shares)

(CUSIP Number of Class of Securities)

Cain Farell

24 St. Andrews Road

Parktown, 2193

South Africa

011-27-11-644-2400

(Name, Address, and Telephone Number of Person

Authorized to Receive Notices and Communications

On Behalf of the Person(s) Filing Statement)

Copy to:

Jennifer M. Schneck

Linklaters

One Silk Street

London EC2Y 8HQ

England

011-44-20-7456-2000

o Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

     This Amendment No. 1 (“Amendment No. 1”) amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 initially filed with the Securities and Exchange Commission on November 3, 2004 (the “Schedule 14D-9”) by Gold Fields Limited, a company organized under the laws of South Africa (“Gold Fields”), relating to the exchange offer (the “Offer”) by Harmony Gold Mining Company Limited, a company organized under the laws of South Africa (“Harmony”), for 34.9% of the ordinary shares, nominal value Rand 0.50 per share, of Gold Fields (the “Gold Fields Ordinary Shares”), which are in the form of shares or American Depositary Shares (“Gold Fields ADSs”). Each Gold Fields ADS is evidenced by a Gold Fields American Depositary Receipt and represents one Gold Fields Ordinary Share.

This Amendment No. 1 amends and supplements Item 8 as follows:

ITEM 8.     ADDITIONAL INFORMATION TO BE FURNISHED

Legal Proceedings

     On November 3, 2004, the South African Securities Regulation Panel (the "SRP”) issued several rulings set forth in a letter to Harmony (copied to Gold Fields’ South African counsel) in response to claims made by Harmony in a letter dated October 27, 2004 (the “Harmony Letter”), under the South African Securities Regulation Code on Takeovers and Mergers (the “Code”) relating to the proposed transaction with IAMGold Corporation (the “IAMGold Transaction”).

     In the Harmony Letter, it was claimed, inter alia, that: (i) the notice of general meeting delivered by Gold Fields to its shareholders was deficient; (ii) the IAMGold Transaction is an improper disposal by Gold Fields under the South African Companies Act and, as a result, is in contravention of the Code; and (iii) the financial advisors of Gold Fields in the IAMGold Transaction are not “independent” within the meaning of Rule 3 of the Code.

     In response to the claims made in the Harmony Letter, the SRP ruled in favor of Gold Fields. With respect to the claims set forth in the preceding paragraph, the SRP held: (i) Gold Fields’ notice of general meeting is fully compliant with the Code; (ii) the Code does not apply to the IAMGold Transaction and, as a result, the SRP has no jurisdiction over the claim; and (iii) given the nature of the IAMGold Transaction, the SRP does not have jurisdiction and would not consider the “independence” of Gold Fields’ financial advisers. The SRP’s letter is filed herewith as Exhibit 99.(a)(19) and is incorporated herein by this reference.

Shareholder Communications

     On November 4, 2004, Gold Fields made the following public communications:

• Gold Fields published a letter from Ian Cockerill, Chief Executive Officer of Gold Fields, to Bernard Swanopoel, Chief Executive of Harmony, dated November 3, 2004, in response to Mr. Swanopoel’s open letter to Mr. Cockerill published November 2, 2004. The letter from Mr. Cockerill is filed herewith as Exhibit 99.(a)(20) and is incorporated herein by this reference.

• Gold Fields issued a press release urging rejection of the Offer and advising its shareholders that the Gold Fields Board believes Offer to be coercive. A copy of the press release is filed herewith as Exhibit 99.(a)(21) and is incorporated herein by this reference.

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This Amendment No. 1 amends and restates Item 9 as follows:

ITEM 9.     EXHIBITS

Exhibit			Description
	99	.(a)(1)+	Offer Response Document of Gold Fields Limited, dated November 3, 2004
	99	.(a)(2)+	Form of Withdrawal with respect to Gold Fields Ordinary Shares
	99	.(a)(3)+	Form of Withdrawal with respect to Gold Fields American Depositary Shares
	99	.(a)(4)+	Opinion of J.P. Morgan plc
	99	.(a)(5)+	Opinion of Goldman Sachs International
	99	.(a)(6)+	Shareholder Circular of Gold Fields Limited, dated October 29, 2004
	99	.(a)(7)+	Agreement amongst Gold Fields Limited, Gold Fields Ghana Holdings Limited, Gold Fields Guernsey Limited and IAMGold Corporate, dated September 30, 2004
	99	.(a)(8)*	Covenants Agreement between Gold Fields Limited, Mvelaphanda Resources Limited, Lexshell 579 Investments (Proprietary) Limited and Newshelf 706 Limited, dated November 26, 2003
	99	.(a)(9)*	Subscription and Share Exchange Agreement amongst Lexshell 579 Investments (Proprietary) Limited, GFL Mining South Africa Limited and Gold Fields Limited, dated December 11, 2003
	99	.(a)(10)*	GFI-SA Loan Agreement amongst Lexshell 579 Investments (Proprietary) Limited, First Rand Bank Limited, GFI Mining South Africa Limited, Gold Fields Limited, Gold Fields Australia Pty Limited and Gold Fields Guernsey Limited, dated December 11, 2003
	99	.(a)(11)+	Letter to shareholders of Harmony Gold Mining Limited, dated November 3, 2004
	99	.(a)(12)+	Application to the Competition Tribunal of South Africa, including a Notice of Motion and Founding Affidavit, dated October 26, 2004
	99	.(a)(13)+	Application to the High Court of South Africa, dated October 28, 2004
	99	.(a)(14)+	Announcement advising that the Offer Response Document has been published and that holders of Gold Fields Shares should reject the Offer, dated November 3, 2004
	99	.(a)(15)+	Advertisement recommending that holders of Gold Fields Shares reject the Offer, dated November 3, 2004
	99	.(a)(16)+	Presentation given by Gold Fields in connection with the publication of its recommendation to reject the Offer and the Offer Response Document, dated November 3, 2004
	99	.(a)(17)+	Questions and answers with Ian Cockerill, dated November 3, 2004
	99	.(a)(18)+	Questions and answers with Nicholas Holland, dated November 3, 2004
	99	.(a)(19)°	Letter from the South African Securities Regulation Panel, dated November 3, 2004
	99	.(a)(20)°	Press release, dated November 4, 2004, of a letter from Ian Cockerill to Bernard Swanepoel, dated November 3, 2004
	99	.(a)(21)°	Press release urging rejection of the Offer and advising holders of Gold Fields shares that the Gold Fields Board believes the Offer to be coercive, dated November 4, 2004
	99	.(e)(1)+	Agreement between Ian D. Cockerill and Gold Fields Guernsey Limited, effective March 1, 2004
	99	.(e)(2)+	Service Agreement between Ian D. Cockerill and GFL Mining Services Limited, effective March 1, 2004
	99	.(e)(3)+	Agreement between Nicholas J. Holland and Gold Fields Guernsey Limited, effective March 1, 2004
	99	.(e)(4)+	Service Agreement between Nicholas J. Holland and GFL Mining Services Limited, effective March 1, 2004
	99	.(e)(5)+	Agreement between John A. Munro and Gold Fields Guernsey Limited, effective March 1, 2004
	99	.(e)(6)+	Service Agreement between John A. Munro and GFL Mining Services Limited, effective March 1, 2004
	99	.(e)(7)+	Employment Agreement between Craig J. Nelsen and Gold Fields Exploration, Inc., as amended, effective May 1, 2003
	99	.(e)(8)+	Service Agreement between Michael J. Prinsloo and GFI Mining South Africa (Pty) Limited, effective March 1, 2004
	99	.(e)(9)†	The GF Management Incentive Scheme, adopted November 10, 1999
	99	.(e)(10)+	Deed of Amendment to the GF Management Incentive Scheme between Gold Fields Limited and Tokyo Mosima Gabriel Sexwale and Gordon Rae Parker, adopted May 4, 2001
	99	.(e)(11)+	Second Deed of Amendment to the GF Management Incentive Scheme between Gold Fields Limited and Tokyo Mosima Gabriel Sexwale and Gordon Rae Parker, adopted October 31, 2001

2

Exhibit			Description
	99	.(e)(12)†	The GF Non-Executive Director Share Plan, adopted October 31, 2000
	99	.(e)(13)+	Deed of Amendment to the GF Non-Executive Share Plan, adopted December 6, 2002

°  Filed herewith.

+  Previously filed.

*  Incorporated by reference to the Annual Report on Form 20-F (File No. 1-31318), filed by Gold Fields with the Securities and Exchange Commission on December 29, 2003.

†  Incorporated by reference to the Registration Statement on Form 20-F (File No. 1-31318), filed by Gold Fields with the Securities and Exchange Commission on May 6, 2002.

3

SIGNATURE

      After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

By:  /s/ NICHOLAS J. HOLLAND

Name:  Nicholas J. Holland

Title:   Executive Director and
            Chief Financial Officer

Date:   November 4, 2004

EXHIBIT INDEX

Exhibit			Description
	99	.(a)(1)+	Offer Response Document of Gold Fields Limited, dated November 3, 2004
	99	.(a)(2)+	Form of Withdrawal with respect to Gold Fields Ordinary Shares
	99	.(a)(3)+	Form of Withdrawal with respect to Gold Fields American Depositary Shares
	99	.(a)(4)+	Opinion of J.P. Morgan plc
	99	.(a)(5)+	Opinion of Goldman Sachs International
	99	.(a)(6)+	Shareholder Circular of Gold Fields Limited, dated October 29, 2004
	99	.(a)(7)+	Agreement amongst Gold Fields Limited, Gold Fields Ghana Holdings Limited, Gold Fields Guernsey Limited and IAMGold Corporate, dated September 30, 2004
	99	.(a)(8)*	Covenants Agreement between Gold Fields Limited, Mvelaphanda Resources Limited, Lexshell 579 Investments (Proprietary) Limited and Newshelf 706 Limited, dated November 26, 2003
	99	.(a)(9)*	Subscription and Share Exchange Agreement amongst Lexshell 579 Investments (Proprietary) Limited, GFL Mining South Africa Limited and Gold Fields Limited, dated December 11, 2003
	99	.(a)(10)*	GFI-SA Loan Agreement amongst Lexshell 579 Investments (Proprietary) Limited, First Rand Bank Limited, GFI Mining South Africa Limited, Gold Fields Limited, Gold Fields Australia Pty Limited and Gold Fields Guernsey Limited, dated December 11, 2003
	99	.(a)(11)+	Letter to shareholders of Harmony Gold Mining Limited, dated November 3, 2004
	99	.(a)(12)+	Application to the Competition Tribunal of South Africa, including a Notice of Motion and Founding Affidavit, dated October 26, 2004
	99	.(a)(13)+	Application to the High Court of South Africa, dated October 28, 2004
	99	.(a)(14)+	Announcement advising that the Offer Response Document has been published and that holders of Gold Fields Shares should reject the Offer, dated November 3, 2004
	99	.(a)(15)+	Advertisement recommending that holders of Gold Fields Shares reject the Offer, dated November 3, 2004
	99	.(a)(16)+	Presentation given by Gold Fields in connection with the publication of its recommendation to reject the Offer and the Offer Response Document, dated November 3, 2004
	99	.(a)(17)+	Questions and answers with Ian Cockerill, dated November 3, 2004
	99	.(a)(18)+	Questions and answers with Nicholas Holland, dated November 3, 2004
	99	.(a)(19)°	Letter from the South African Securities Regulation Panel, dated November 3, 2004
	99	.(a)(20)°	Press release, dated November 4, 2004, of a letter from Ian Cockerill to Bernard Swanepoel, dated November 3, 2004
	99	.(a)(21)°	Press release urging rejection of the Offer and advising holders of Gold Fields shares that the Gold Fields Board believes the Offer to be coercive, dated November 4, 2004
	99	.(e)(1)+	Agreement between Ian D. Cockerill and Gold Fields Guernsey Limited, effective March 1, 2004
	99	.(e)(2)+	Service Agreement between Ian D. Cockerill and GFL Mining Services Limited, effective March 1, 2004
	99	.(e)(3)+	Agreement between Nicholas J. Holland and Gold Fields Guernsey Limited, effective March 1, 2004
	99	.(e)(4)+	Service Agreement between Nicholas J. Holland and GFL Mining Services Limited, effective March 1, 2004
	99	.(e)(5)+	Agreement between John A. Munro and Gold Fields Guernsey Limited, effective March 1, 2004
	99	.(e)(6)+	Service Agreement between John A. Munro and GFL Mining Services Limited, effective March 1, 2004
	99	.(e)(7)+	Employment Agreement between Craig J. Nelsen and Gold Fields Exploration, Inc., as amended, effective May 1, 2003
	99	.(e)(8)+	Service Agreement between Michael J. Prinsloo and GFI Mining South Africa (Pty) Limited, effective March 1, 2004
	99	.(e)(9)†	The GF Management Incentive Scheme, adopted November 10, 1999
	99	.(e)(10)+	Deed of Amendment to the GF Management Incentive Scheme between Gold Fields Limited and Tokyo Mosima Gabriel Sexwale and Gordon Rae Parker, adopted May 4, 2001
	99	.(e)(11)+	Second Deed of Amendment to the GF Management Incentive Scheme between Gold Fields Limited and Tokyo Mosima Gabriel Sexwale and Gordon Rae Parker, adopted October 31, 2001

Exhibit			Description
	99	.(e)(12)†	The GF Non-Executive Director Share Plan, adopted October 31, 2000
	99	.(e)(13)+	Deed of Amendment to the GF Non-Executive Share Plan, adopted December 6, 2002

+  Previously filed.

°  Filed herewith.

*  Incorporated by reference to the Annual Report on Form 20-F (File No. 1-31318), filed by Gold Fields with the Securities and Exchange Commission on December 29, 2003.

†  Incorporated by reference to the Registration Statement on Form 20-F (File No. 1-31318), filed by Gold Fields with the Securities and Exchange Commission on May 6, 2002.

EX-99.A.19 2 u48015exv99waw19.htm EX-99.A.19 LETTER FROM THE SOUTH AFRICAN SECURITIES REGULATION PANEL

Exhibit 99.(a)(19)

Mr I K Hayes
Cliffe Dekker Attorneys
Private Bag X7
BENMORE
2010

3 November 2004

Dear Sir,

OFFERS BY HARMONY GOLD MINING COMPANY LIMITED (“HARMONY”) TO ACQUIRE THE ENTIRE ISSUED SHARE CAPITAL OF GOLD FIELDS LIMITED (“GOLD FIELDS”)

I refer to your letter dated 27 October 2004 requesting certain rulings to be made in terms of the Securities Regulation Code on Takeovers and Mergers in relation to the proposed disposal by Gold Fields to IAM Gold Corporation, Inc (“IAM Gold”) of all of its mining, development and exploration assets located outside the Southern African Development Community (“IAM Gold Transaction”).

Your letter of 27 October was forwarded to Edward Nathan & Friedland (“Edward Nathan”) in order to obtain Gold Field’s response to your request for rulings. Edward Nathan’s response thereto was made in their letter dated 28 October, a copy of which has been forwarded to you.

I now rule in respect of the requests in your letter as follows:

• Para 13.1	Rule 19 of the Code states: “During the course of an offer, ... the board shall not, except in pursuance of a contract entered into earlier, without the approval of the holders of relevant securities in general meeting: ... (d) sell, dispose of or acquire, or agree to sell, dispose of or acquire, assets of a material amount; ...
	The notice conventing the general meeting of holders of relevant securities shall include information about the offer...”
	Gold Fields is convening a meeting of its shareholders to vote on the IAM Gold Transaction. The time frame for the holding of such meeting is not a matter to be determined by the Panel. The Panel will however, expect that such meeting is called in compliance with Gold Fields’ articles of association. Gold Fields has been instructed to include information about the offer in the circular relating to the IAM Gold Transaction.
	As Gold Fields is fully compliant with Rule 19 the ruling requested by you is declined.

2 Sherborne Road, Parktown, 2193 • P.O. Box 91833, Auckland Park, 2006
Tel: (011) 482 5630 • Fax: (011) 482 5635 • e-mail: srp@iafrica.com

- 2 -

• Para 13.2	Rule 19 of the Code only states that; “The notice ... shall include information about the offer ...”, it does not require the consequences of the outcome of such meeting to be stated. The consequences are however self evident in Harmony’s offer document sent to Gold Fields shareholders. The ruling requested by you in this regard is not granted.
• Para 13.3	As will become apparent from my ruling in respect of your para 13.5 the IAM Gold Transaction does not fall within the jurisdiction of the Code. As such the Panel has no right to invoke rule 29(d) of the Code and the ruling requested by you is not granted.
• Para 13.4	For the reasons set out in 13.3 above the Panel has no jurisdiction in this matter.
• Para 13.5	In Edward Nathan’s letter of 28 October it is stated; “... it is not Gold Fields ... which is making any disposal in terms of the IAM Gold Transaction but subsidiaries ... which are doing so.” I have subsequently been advised that these subsidiaries are wholly owned subsidiaries of Gold Fields. In this regard your attention is drawn to the judgment by Claasen, J in the matter between Briggs vs Molope Group Limited (“Molope”) and SPV Investments (Pty) Ltd vs Molope. The judgment states, inter alia; “The Molope Group Company is the sole shareholder in all of the various subsidiaries. That being the case one has to enquire whether or not the Code applies to this particular disposal transaction. Section A, paragraph 3 of the Code states the following:

“The Code applies where the offeree company is a public company, whether or not listed on the Stock Exchange, and to statutory corporations which are or are deemed to be resident in the Republic of South Africa. It also applies where the offeree company is a private company which is or which is deemed to be so resident but only where the shareholders’ interest, valued at the offer price, and the shareholders’ loan capital exceeds R5 million and there are more than ten beneficial shareholders, provided that the executive director may exempt any particular transaction affecting the private company if satisfied that there can be no prejudice to minority shareholders.” (Emphasis added)

Although Molope is a public company, it is not its shares but its businesses which forms the subject matter of the sale. As such, the transaction for the sale of its assets falls outside the scope of the

- 3 -

Code. The subsidiaries are all private companies and each have only got one shareholder, namely Malope Group Ltd. The transaction for the sale of the business of the subsidiaries therefore falls outside the scope of the Code’s range of applicability which extends only to private companies with more than the beneficial shareholders.”

Considering the above judgment and the fact that it is the subsidiaries which are disposing of the assets, the disposals constitute disposals by those subsidiaries in terms of section 228 of the Companies Act, not disposals by Gold Fields.
Accordingly your request that it be ruled that the IAM Gold Transaction is a disposal contemplated in section 228 by, what is implied, Gold Fields and thus an affected transaction governed by the Code is not granted.

• Para 13.6	For the reasons stated in para 13.5 neither the Code nor its rule 29(d) has any application in the IAM Gold Transaction. Accordingly the ruling requested in not granted.
• Para 13.7	The IAM Gold Transaction is not an affected transaction as defined by the Companies Act, nor the Code. Consequently it cannot constitute an alternative offer subject to the provisions of the Code. The ruling requested is thus not granted.
• Para 13.8	The IAM Gold Transaction circular will not, in fact, constitute the “first major circular” referred to in rules 22.3 to 22.5. Accordingly the ruling requested is not granted.
• Para 13.9	The IAM Gold Transaction is, in terms of the ruling in 13.5 above, not an affected transaction. As such the Code does not apply and your requested ruling is not granted.
• Para 13.10	As per 13.5 and 13.7 above the IAM Gold Transaction falls outside the jurisdiction of the Code and rule 16.4 has no application. Your request for a ruling in this regard is not granted.
• Para 13.11	As per 13.5 and 13.7 above the IAM Gold Transaction falls outside the jurisdiction of the Code and thus rule 3 of the Code has no application. Accordingly the ruling requested is not granted.

EX-99.A.19

EX-99.A.19

EX-99.A.20

Exhibit 99.(a)(20)

EXECUTIVE

Gold Fields Limited
Reg. 1968/004880/06
24 St Andrews Road
Parktown, 2193

Postnet Suite 252
Private Bag X30500
Houghton, 2041
South Africa

Tel +27 11 644-2400
Dir +27 11 644-2444
Fax +27 11 484-0682

Wednesday, 03 November 2004

Mr Z B Swanepoel
Chief Executive
Harmony Gold Mining Company Limited
1st Floor,
No 4, The High Street
MELROSE ARCH
2076

Dear Bernard

CONSENSUS NOT COERCION
I read your letter of 2 November in the press. I share your concern at the damage that Harmony’s hostile and coercive offer has caused to shareholders of both of our companies, our employees, the mining industry and to the South African economy.

For the record, I want it to be understood that Gold Fields embraces the philosophy of constructive and open engagement with all stakeholders. We have always maintained an ‘open door’ policy with those parties that have a genuine and forthright interest in the wellbeing of our Company. We also share your view, that constructive dialogue is preferable to conflict and hostility.

You talk about commitment to South Africa. Let me just say that Gold Fields is already a great South African company – every year developing the skills of thousands of South Africans at the Gold Fields Academy; building our communities; investing over R4.8bn in our South African mines in the last five years to ensure that they will continue to be world class for decades to come; and in just five years, we have grown our international portfolio from zero production to 1.5 million ounces per annum to create a South African giant on the world gold stage. In fact, it is my opinion that South Africa needs more ‘National Champions’ not fewer.

Page 2/ ...

Directors: C M T Thompson* (Chairman), A J Wright (Deputy Chairman), I D Cockerill^† (Chief Executive Officer), K Ansah^#, G J Gerwel, N J Holland^† (Chief Financial Officer), J M McMahon^†, G R Parker^‡, R L Pennant-Rea^†, P J Ryan, T M G Sexwale, B R van Rooyen, C I von Christierson     *Canadian, ^†British, ^‡American, ^#Ghanaian.
Corporate Secretary: C Farrel

Page 2

Already, South African gold companies such as yours, ours and Anglo Gold have a very well developed profile as Proudly South African companies, even as we grow our influence beyond the African continent.

We are therefore well placed to confirm it is the South African way to move forward through consensus, not coercion. Now, let’s look at the facts of this situation.

It was Harmony’s choice to make a hostile offer with no real opportunity for the Gold Fields Board to assess the merits of the proposed merger. To be frank, this situation is of Harmony’s making.

When we met on 12 October 2004, less than a week before you launched the hostile offer, we specifically stated that if you had any proposal to make to us, we would give it a fair hearing.

Not only was there no serious initial attempt by Harmony to pursue open, friendly discussions, but also the offer placed before us, with its elaborate ‘two-stage’ process is coercive. It effectively places the long-term future of Gold Fields into the short-term hands of hedge funds and arbitrageurs in London and New York rather than those who have invested in us for the longer-term. Also, given the conditionality which attaches to stage two of the offer, there can be no guarantee that it will, in fact, be implemented. Effective control of Gold Fields therefore passes to Harmony and Norilsk on completion of the early settlement offer.

Our Board believes the Harmony approach is unfair, coercive and effectively disenfranchises the majority of our shareholders, making it impossible for the Board of Gold Fields to do anything other than reject the offer and take actions designed to protect the rights of all of its shareholders.

Page 3/ ...

Page 3

Harmony has contrived a structure with its numerous financial advisers which, because of the irrevocable undertakings given by Norilsk, requires only a small number of acceptances under the early settlement offer to deliver effective control of Gold Fields to Harmony and Norilsk, without prior reference to the South African regulators and without affording Gold Fields shareholders the benefits and protections of a proper offer.

Harmony has put a ‘gun’ to the heads of our shareholders and until that ‘gun’ is taken away it would be impossible to undertake open and amicable discussions.

You have asked that Gold Fields re-evaluates your “sincere” offer in the spirit in which it was made. Invariably, actions speak louder than words. You have the opportunity to demonstrate your sincerity to the world by withdrawing the coercive two-stage offer. Only then can we meet on the level playing field which is a pre-requisite to any dialogue concerning the future of the South African gold mining industry and how it can be secured.

I look forward to your constructive response.

Yours sincerely

Ian

IAN COCKERILL
CHIEF EXECUTIVE OFFICER

In the United States, Gold Fields Limited (“Gold Fields”) has filed a Solicitation/Recommendation Statement with the US Securities and Exchange Commission (the “SEC”) on Schedule 14D-9 and holders of the Gold Fields Ordinary Shares and American Depositary Shares are advised to read it as it contains important information. Copies of the Schedule 14D-9 and other related documents filed by Gold Fields are available free of charge on the SEC’s website at http://www.sec.gov. Any documents filed by Harmony Gold Mining Company Limited, including any registration statement on Form F-4 (including any prospectus contained therein) and related exchange offer materials as well as its Tender Offer Statement on Schedule TO, will also be available free of charge on the SEC’s website.

EX-99.A.21

Exhibit 99.(a)(21)

Gold Fields Limited

Press Release

GOLD FIELDS WARNS SHAREHOLDERS THAT CONTROL OF THEIR COMPANY MAY PASS WITHOUT A
FULL OFFER FOR ALL SHARES

Johannesburg, 4 November 2004. In its Offer Response document sent yesterday to shareholders, the Board of Directors of Gold Fields (the “Board”) urged shareholders to reject the unsolicited and hostile offer made by Harmony Gold Mining Company (“Harmony”) for Gold Fields. The Board wishes to alert shareholders to the danger posed by the structure of the Harmony bid, which as it stands, means that a full offer for all of Gold Fields shares may never be completed and Gold Fields shareholders may face significant further value destruction as a result. Accordingly, it is the Board’s opinion that this two-phase structure is contrary to accepted international principles of fair and equal treatment of shareholders.

Harmony’s offer is structured in two phases including an early settlement to acquire up to 34.9% of Gold Fields. The Board believes that this early settlement would enable Harmony to effectively gain control of Gold Fields without having made a bid for the entire company. The second stage of the offer has many more conditions attached to it than the first stage, which reduces the likelihood that it will ever be implemented. The achievement of the second stage offer is therefore uncertain.

Harmony intends, through its “early settlement offer” to acquire up to 34.9% of Gold Fields. There is no “minimum condition” on Harmony’s early settlement offer. This means that even if only 10% of Gold Fields’ shares are tendered, Harmony will have to purchase them and be left with a minority stake in Gold Fields.

Harmony has undertaken to launch a “subsequent offer” for all remaining shares in Gold Fields following the early settlement offer. The subsequent offer is subject to conditions precedent, including, a minimum acceptance condition of 50%, the approval of competition authorities and other regulatory approvals. If these approvals were not forthcoming, it would leave Harmony with a significant minority stake in Gold Fields, at the expense of dilution to its shareholders. What will the Harmony’s board do if the subsequent offer fails? Why has this not been addressed?

GOLD FIELDS SHAREHOLDERS COULD FACE A SITUATION WHERE THERE IS A HOSTILE MINORITY SHAREHOLDER UNDERMINING THE STRATEGIC DIRECTION OF THE COMPANY AND THE DECISION MAKING ABILITY OF THE BOARD RESULTING IN FURTHER VALUE DESTRUCTION.

Harmony’s offer is VERY RISKY. As a minority shareholder, Harmony will not be able to effectively extract the purported synergies or gain direct access to Gold Fields’ cash flows. As the Board outlined in the offer response document published on 3 November, Harmony’s offer is dilutive to Gold Fields shareholders on key metrics and if shareholders accept the “early settlement” offer the value of your shares may never recover.

Alternatively, competition authorities could provide their approval conditional on disposal of certain assets by Harmony and Gold Fields. Harmony and Gold Fields would then be forced to sell assets, potentially at very low valuations, in order to close the acquisition, which would be highly detrimental to shareholder value.

Gold Fields has taken measured responses to Harmony’s hostile offer in the expectation that both Gold Fields and Harmony shareholders would realise the inherent threats posed by this proposal. The management of Gold Fields, however, as per their mandate from the Board and in execution of their fiduciary duties to shareholders, are prepared to pursue every means possible to reject the Harmony offer to protect its shareholders from the value destructive, coercive Harmony offer.

Ian Cockerill, Chief Executive of Gold Fields commented,

“In accordance with the principles of good corporate governance which we prize so highly, the Board of Gold Fields has no wish to stand in the way of a full and fair offer being presented to its shareholders to allow them to decide an offer on its merits. However, Harmony has deliberately structured its offer to gain effective control of Gold Fields without having to conclude a full offer. This shows a flagrant disregard for all the legal protections normally in place to ensure the fair and equal treatment of shareholders. Harmony should withdraw its coercive early settlement offer.”

Nick Holland, Chief Financial Officer of Gold Fields, added,

“Shareholders must be aware that if Harmony gains 30,1% of Gold Fields shares in the early settlement offer which is designed to give a guaranteed premium to hedge funds and arbitrageurs, then because Norilsk have provided their irrevocable undertaking in respect of its 20% holding in favour of Harmony, effective control of Gold Fields could pass to Harmony even if no other Gold Fields shareholders accept the subsequent offer. Gold Fields’ shareholders may face significant value destruction as a result.”

ENDS
In the United States, Gold Fields Limited (“Gold Fields”) has filed a Solicitation/Recommendation Statement with the US Securities and Exchange Commission (the “SEC”) on Schedule 14D-9 and holders of the Gold Fields Ordinary Shares and American Depositary Shares are advised to read it as it contains important information. Copies of the Schedule 14D-9 and other related documents filed by Gold Fields are available free of charge on the SEC’s website at http://www.sec.gov. Any documents filed by Harmony Gold Mining Company Limited, including any registration statement on Form F-4 (including any prospectus contained therein) and related exchange offer materials as well as its Tender Offer Statement on Schedule TO, will also be available free of charge on the SEC’s website.

This document contains forward-looking statements with respect to Gold Fields’ financial condition, results of operations, business strategies, operating efficiencies, competitive position, growth opportunities for existing services, plans and objectives of management, markets for stock and other matters. These forward-looking statements are subject to a number of risks and uncertainties and the events discussed herein may not occur.

Information included in this document relating to Harmony and its business has been derived solely from publicly available sources . While Gold Fields has included information in this document regarding Harmony that is known to Gold Fields based on publicly available information, Gold Fields has not had access to non-public information regarding Harmony and could not use such information for the purpose of preparing this document. Although Gold Fields is not aware of anything that would indicate that statements relating to Harmony contained in this document are inaccurate or incomplete, Gold Fields is not in a position to verify information concerning Harmony. Gold Fields and its directors and officers are not aware of any errors in such information. Subject to the foregoing and to the maximum extent permitted by law, Gold Fields and its directors and officers disclaim all liability for information concerning Harmony included in this document.

The directors of Gold Fields accept responsibility for the information contained in this document. To the best of their knowledge and belief (having taken all reasonable care to ensure that such is the case) the information contained in this document is in accordance with the facts and does not omit anything likely to affect the import of such information. Copies of this document are not being made available, and must not be mailed, forwarded, transmitted or otherwise distributed or sent in or into Australia, Canada, Japan, the Republic of Ireland or any other jurisdiction in which it is illegal to make the offer and persons receiving this document (including custodians, nominees and trustees) must not distribute, forward, mail, transmit or send it in or into or from Australia, Canada, Japan, the Republic of Ireland or any such other jurisdiction.