-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JZ50G9YFiV+QmRIcU+OD0pu+hyww2HnOlTevDIlXhiV5BdrY+dzYVBmDsM+V5WGw GVid36qizpadC6Mf09velA== 0000949308-09-000130.txt : 20090212 0000949308-09-000130.hdr.sgml : 20090212 20090211192816 ACCESSION NUMBER: 0000949308-09-000130 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20090212 DATE AS OF CHANGE: 20090211 GROUP MEMBERS: CAPITAL INTERNATIONAL, INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HARMONY GOLD MINING CO LTD CENTRAL INDEX KEY: 0001023514 STANDARD INDUSTRIAL CLASSIFICATION: GOLD & SILVER ORES [1040] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-80444 FILM NUMBER: 09591271 BUSINESS ADDRESS: STREET 1: SUITE NO. 1, PRIVATE BAG X1, CITY: MELROSE ARCH, 2076 STATE: T3 ZIP: 2076 BUSINESS PHONE: 27 011 411-2037 MAIL ADDRESS: STREET 1: SUITE NO. 1, PRIVATE BAG X1, CITY: MELROSE ARCH, 2076 STATE: T3 ZIP: 2076 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CAPITAL GROUP INTERNATIONAL INC CENTRAL INDEX KEY: 0000949308 IRS NUMBER: 954154357 STATE OF INCORPORATION: CA FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 11100 SANTA MONICA BOULEVARD 15TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90025-3384 BUSINESS PHONE: 2134869501 MAIL ADDRESS: STREET 1: CAPITAL GROUP INTERNATIONAL INC STREET 2: 11100 SANTA MONICA BLVD 15TH FL CITY: LOS ANGELES STATE: CA ZIP: 90025-3384 SC 13G/A 1 edghmy.txt SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Harmony Gold Mining Co. Ltd (Name of Issuer) American Depositary Receipts representing Ordinary Shares (Title of Class of Securities) 413216300 (CUSIP Number) December 31, 2008 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [X] Rule 13d-1(b) [ ] Rule 13d-1(c) [ ] Rule 13d-1(d) *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP: 413216300 Page 1 of 8 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Capital Group International, Inc. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) (b) 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION California 5 SOLE VOTING POWER 29,515,870 6 SHARED VOTING POWER NUMBER OF SHARES NONE BENEFICIALL Y OWNED BY 7 SOLE DISPOSITIVE POWER EACH REPORTING 32,792,080 PERSON WITH: 8 SHARED DISPOSITIVE POWER NONE 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 32,792,080 Beneficial ownership disclaimed pursuant to Rule 13d-4 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 7.8% 12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) HC CUSIP: 413216300 Page 2 of 8 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Capital International, Inc. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) (b) 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION California 5 SOLE VOTING POWER 24,688,430 6 SHARED VOTING POWER NUMBER OF SHARES NONE BENEFICIALL Y OWNED BY 7 SOLE DISPOSITIVE POWER EACH REPORTING 25,479,470 PERSON WITH: 8 SHARED DISPOSITIVE POWER NONE 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 25,479,470 Beneficial ownership disclaimed pursuant to Rule 13d-4 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 6.1% 12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IA CUSIP: 413216300 Page 3 of 8 SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Schedule 13G Under the Securities Exchange Act of 1934 Amendment No. 1 Item 1(a) Name of Issuer: Harmony Gold Mining Co. Ltd Item 1(b) Address of Issuer's Principal Executive Offices: Randfontein Office Park CNR Ward Avenue and Main Reef Road Randfontein, 1760 South Africa Item 2(a) Name of Person(s) Filing: Capital Group International, Inc. and Capital International, Inc. Item 2(b) Address of Principal Business Office or, if none, Residence: 11100 Santa Monica Blvd. Los Angeles, CA 90025 Item 2(c) Citizenship: N/A Item 2(d) Title of Class of Securities: American Depositary Receipts representing Ordinary Shares Item 2(e) CUSIP Number: 413216300 Item 3 If this statement is filed pursuant to sections 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: (e) [X] An investment adviser in accordance with section 240.13d-1(b)(1)(ii)(E). (g) [X] A parent holding company or control person in accordance with section 240.13d-1(b)(1)(ii)(G). Item 4 Ownership Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. (a) Amount beneficially owned: (b) Percent of class: (c) Number of shares as to which the person has: (i) Sole power to vote or to direct the vote: (ii) Shared power to vote or to direct the vote: (iii) Sole power to dispose or to direct the disposition of: (iv) Shared power to dispose or to direct the disposition of: See pages 2 and 3 CUSIP: 413216300 Page 4 of 8 Capital Group International, Inc. ("CGII") is the parent holding company of a group of investment management companies that hold investment power and, in some cases, voting power over the securities reported in this Schedule 13G. The investment management companies, which include a "bank" as defined in Section 3(a)(6) of the Securities Exchange Act of 1934 (the "Act") and several investment advisers registered under Section 203 of the Investment Advisers Act of 1940, provide investment advisory and management services for their respective clients which include registered investment companies and institutional accounts. CGII does not have investment power or voting power over any of the securities reported herein. However, by virtue of Rule 13d-3 under the Act, CGII may be deemed to "beneficially own" 32,792,080 shares or 7.8% of the 417,637,697 shares of Ordinary Shares, including American Depositary believed to be outstanding. Capital International, Inc., an investment adviser registered under Section 203 of the Investment Advisers Act of 1940 is deemed to be the beneficial owner of 25,479,470 shares or 6.1% of the 417,637,697 shares of Ordinary Shares, including American Depositary Receipts believed to be outstanding as a result of acting as investment adviser to various investment companies and institutional accounts. Shares reported by Capital Group International, Inc., include 950,410 shares resulting from the assumed conversion of $115,000,000 principal amount of the 4.875% Convertible Note due 05/21/2009. Shares reported by Capital Group International, Inc. include 10,338,490 American Depositary Shares, representing 10,338,490 shares of the Ordinary Shares. Item 5 Ownership of Five Percent or Less of a Class. If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: [ ] Item 6 Ownership of More than Five Percent on Behalf of Another Person: One or more clients of Capital Group International, Inc. have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the American Depositary Receipts representing Ordinary Shares of Harmony Gold Mining Co. Ltd. Item 7 Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person. 1. Capital Guardian Trust Company is a bank as defined in Section 3(a)(6) of the Act and an investment adviser registered under Section 203 of the Investment Adviser Act of 1940, and a wholly owned subsidiary of Capital Group International, Inc. CUSIP: 413216300 Page 5 of 8 2. Capital International Research and Management, Inc. dba Capital International, Inc. is an investment adviser registered under Section 203 of the Investment Advisers Act of 1940 and is a wholly owned subsidiary of Capital Group International, Inc. 3. Capital International Limited (CIL) does not fall within any of the categories described in Rule 13d-1(b)(ii)(A-F) but its holdings of any reported securities come within the five percent limitation as set forth in a December 15, 1986 no- action letter from the Staff of the Securities and Exchange Commission to The Capital Group Companies, Inc. CIL is a wholly owned subsidiary of Capital Group International, Inc. 4. Capital International S.A. (CISA) does not fall within any of the categories described in Rule 13d-1(b)(ii)(A-F) but its holdings of any reported securities come within the five percent limitation as set forth in a December 15, 1986 no- action letter from the Staff of the Securities and Exchange Commission to The Capital Group Companies, Inc. CISA is a wholly owned subsidiary of Capital Group International, Inc. Item 8 Identification and Classification of Members of the Group: N/A Item 9 Notice of Dissolution of Group: N/A Item 10 Certification By signing below, I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. Signature After reasonable 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. Date: February 2, 2009 Signature: ***Peter C. Kelly Name/Title: Peter C. Kelly, Secretary Capital Group International, Inc. CUSIP: 413216300 Page 6 of 8 Date: February 2, 2009 Signature: *Peter C. Kelly Name/Title: Peter C. Kelly, Senior Vice President, Secretary and Senior Counsel Capital International, Inc. ***By /s/ Kristine M. Nishiyama Kristine M. Nishiyama Attorney-in-fact Signed pursuant to a Power of Attorney dated December 10, 2008 included as an Exhibit to Schedule 13G filed with the Securities and Exchange Commission by Capital Group International, Inc. on January 9, 2009 with respect to Banro Corporation. CUSIP: 413216300 Page 7 of 8 AGREEMENT Los Angeles, CA February 2, 2009 Capital Group International, Inc. ("CGII") and Capital International, Inc. ("CII") hereby agree to file a joint statement on Schedule 13G under the Securities Exchange Act of 1934 (the "Act") in connection with their beneficial ownership of American Depositary Receipts representing Ordinary Shares issued by Harmony Gold Mining Co. Ltd. CGII and CII state that they are each entitled to individually use Schedule 13G pursuant to Rule 13d-1(c) of the Act. CGII and CII are each responsible for the timely filing of the statement and any amendments thereto, and for the completeness and accuracy of the information concerning each of them contained therein but are not responsible for the completeness or accuracy of the information concerning the others. CAPITAL GROUP INTERNATIONAL, INC. BY: ***Peter C. Kelly Peter C. Kelly, Secretary Capital Group International, Inc. CAPITAL INTERNATIONAL, INC. BY: *Peter C. Kelly Peter C. Kelly, Senior Vice President, Secretary and Senior Counsel Capital International, Inc. ***B /s/ Kristine M. Nishiyama y Kristine M. Nishiyama Attorney-in-fact Signed pursuant to a Power of Attorney dated December 10, 2008 included as an Exhibit to Schedule 13G filed with the Securities and Exchange Commission by Capital Group International, Inc. on January 9, 2009 with respect to Banro Corporation. CUSIP: 413216300 Page 8 of 8 -----END PRIVACY-ENHANCED MESSAGE-----