THE SUPREME COURT OF APPEAL
REPUBLIC OF SOUTH AFRICA
| Gold Fields Limited and Another v Harmony Gold Mining Company Limited and Others | |||
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| Supreme Court of Appeal -559/04 | Hearing date: 24 November 2004 | ||
| Judgment date: 26 November 2004 | |||
Offer to exchange shares in public companies – whether an offer for subscription to the public for purposes of s 145 of the Companies Act 1973. |
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Media Summary
of Judgment |
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From: The Registrar, Supreme Court of Appeal GOLD FIELDS LIMITED & ANOTHER v HARMONY GOLD MINING COMPANY LIMITED & 2 OTHERS Please note that the media summary is intended for the benefit of the media and does not form part of the judgment of the Supreme Court of Appeal. * * * Today (Friday 26 November 2004) the Supreme Court of Appeal (SCA) dismissed an appeal by Gold Fields against the refusal by the Johannesburg High Court to order Harmony Gold Mining Company Limited to withdraw its offer. Gold Fields contended that the offer was made by Harmony Gold Mining Company Limited in conflict with s 145 of the Companies Act because it was not accompanied by a prospectus as contemplated by that section. The Johannesburg High Court held that a prospectus is required only in respect of an offer that is made to the public to subscribe for shares and that the Harmony offer was not in that category. The SCA held that the High Court had correctly found that the Harmony offer was not an offer to the public in terms of the Act and for that reason it dismissed the appeal.
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