Amended Statement of Ownership (sc 13g/a)
14 Febbraio 2023 - 4:58PM
Edgar (US Regulatory)
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 Company Limited
(Name of Issuer)
Ordinary shares, with no par value per share (including ordinary shares underlying American Depositary Shares)
(Title of Class of Securities)
413216300**
(CUSIP
Number)
December 31, 2022
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to
designate the rule pursuant to which this Schedule is filed:
☐ 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 persons 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).
** |
This CUSIP number applies to the Issuers American Depositary Shares (ADSs). Each one
ADS represents one ordinary share. No CUSIP has been assigned to the ordinary shares. |
CUSIP No. 413216300 (American Depositary Shares)
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1. |
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Names of Reporting Persons
Giovanni Agnelli B.V. |
2. |
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Check the Appropriate Box
if a Member of a Group (See Instructions)
(a) ☐ (b) ☐ |
3. |
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SEC Use Only
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4. |
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Citizenship or Place of
Organization The
Netherlands |
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Number of
Shares Beneficially
Owned by Each
Reporting Person
With: |
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5. |
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Sole Voting Power:
36,227,854* |
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6. |
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Shared Voting Power:
0 |
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7. |
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Sole Dispositive Power:
36,227,854* |
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8. |
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Shared Dispositive Power:
0 |
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9. |
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Aggregate Amount Beneficially Owned by Each Reporting Person
36,227,854* |
10. |
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Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ |
11. |
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Percent of Class
Represented by Amount in Row (9) 5.86%** |
12. |
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Type of Reporting Person
(See Instructions) HC, CO |
* |
Including 29,744,388 ordinary shares represented by 29,744,388 ADSs. |
** |
Based on 618,071,972 ordinary shares outstanding at October 25, 2022 as reported in the Issuers Form 20-F
filed with the Securities and Exchange Commission (SEC) on October 31, 2022. |
CUSIP No. 413216300 (American Depositary Shares)
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1. |
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Names of Reporting Persons
Exor N.V. |
2. |
|
Check the Appropriate Box
if a Member of a Group (See Instructions)
(a) ☐ (b) ☐ |
3. |
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SEC Use Only
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4. |
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Citizenship or Place of
Organization The
Netherlands |
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Number of
Shares Beneficially
Owned by Each
Reporting Person
With: |
|
5. |
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Sole Voting Power:
36,227,854* |
|
6. |
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Shared Voting Power:
0 |
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7. |
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Sole Dispositive Power:
36,227,854* |
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8. |
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Shared Dispositive Power:
0 |
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9. |
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Aggregate Amount Beneficially Owned by Each Reporting Person
36,227,854* |
10. |
|
Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ |
11. |
|
Percent of Class
Represented by Amount in Row (9) 5.86%** |
12. |
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Type of Reporting Person
(See Instructions) HC, CO |
* |
Including 29,744,388 ordinary shares represented by 29,744,388 ADSs. |
** |
Based on 618,071,972 ordinary shares outstanding at October 25, 2022 as reported in the Issuers Form 20-F
filed with the SEC on October 31, 2022. |
CUSIP No. 413216300 (American Depositary Shares)
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|
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1. |
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Names of Reporting Persons.
Exor Investments Limited |
2. |
|
Check the Appropriate Box
if a Member of a Group (See Instructions)
(a) ☐ (b) ☐ |
3. |
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SEC Use Only
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4. |
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Citizenship or Place of
Organization United
Kingdom |
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Number of
Shares Beneficially
Owned by Each
Reporting Person
With: |
|
5. |
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Sole Voting Power:
36,227,854* |
|
6. |
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Shared Voting Power:
0 |
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7. |
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Sole Dispositive Power:
36,227,854* |
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8. |
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Shared Dispositive Power:
0 |
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|
|
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9. |
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Aggregate Amount Beneficially Owned by Each Reporting Person
36,227,854* |
10. |
|
Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ |
11. |
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Percent of Class
Represented by Amount in Row (9) 5.86%** |
12. |
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Type of Reporting Person
(See Instructions) CO, FI |
* |
Including 29,744,388 ordinary shares represented by 29,744,388 ADSs. |
** |
Based on 618,071,972 ordinary shares outstanding at October 25, 2022 as reported in the Issuers Form
20-F filed with the SEC on October 31, 2022. |
CUSIP No. 413216300 (American Depositary Shares)
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1. |
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Names of Reporting Persons.
Exor Capital LLP |
2. |
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Check the Appropriate Box
if a Member of a Group (See Instructions)
(a) ☐ (b) ☐ |
3. |
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SEC Use Only
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4. |
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Citizenship or Place of
Organization United
Kingdom |
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Number of
Shares Beneficially
Owned by Each
Reporting Person
With: |
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5. |
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Sole Voting Power:
36,227,854* |
|
6. |
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Shared Voting Power:
0 |
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7. |
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Sole Dispositive Power:
36,227,854* |
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8. |
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Shared Dispositive Power:
0 |
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|
|
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9. |
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Aggregate Amount Beneficially Owned by Each Reporting Person
36,227,854* |
10. |
|
Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ |
11. |
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Percent of Class
Represented by Amount in Row (9) 5.86%** |
12. |
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Type of Reporting Person
(See Instructions) PN, FI |
* |
Including 29,744,388 ordinary shares represented by 29,744,388 ADSs. |
** |
Based on 618,071,972 ordinary shares outstanding at October 25, 2022 as reported in the Issuers Form
20-F filed with the SEC on October 31, 2022. |
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(a) |
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Name of Issuer:
Harmony Gold Mining Company Limited |
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(b) |
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Address of Issuers Principal Executive Offices
Randfontein Office Park
Corner Main Reef Road and Ward Avenue Randfontein, 1759
South Africa |
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(a) |
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Name of Person Filing
Giovanni Agnelli B.V.
Exor N.V.
Exor Investments Limited
Exor Capital LLP
Exor Capital LLP, which acquired the securities being reported on, is 99.7% owned by Exor Investments Limited. Exor Investments Limited is a wholly owned
subsidiary of Exor N.V., which in turn is controlled by Giovanni Agnelli B.V. |
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(b) |
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Address of Principal Business Office or, if none, Residence
Giovanni Agnelli B.V.
Gustav Mahlerplein 25
Amsterdam, 1082 MS
The Netherlands
Exor N.V.
Gustav Mahlerplein 25
Amsterdam, 1082 MS
The Netherlands
Exor Investments Limited
28 Headfort Place
London, SW1X 7DH
United Kingdom
Exor Capital LLP
28 Headfort Place
London, SW1X 7DH
United Kingdom |
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(c) |
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Citizenship
Giovanni Agnelli B.V. the Netherlands Exor N.V. the
Netherlands Exor Investments Limited United Kingdom
Exor Capital LLP United Kingdom |
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(d) |
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Title of Class of Securities
Ordinary shares, with no par value per share |
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(e) |
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CUSIP Number
413216300. The CUSIP number applies to the ADSs, each of which represents one ordinary share. |
Item 3. |
If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
Not applicable.
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(a) Amount beneficially owned:
See the responses to Item 9 on the attached cover
pages. |
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(b) Percent of class:
See the responses to Item 11 on the attached cover
pages. |
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(c) Number of shares as to which the person has: |
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(i) Sole power to vote or to direct the vote
See the responses to Item 5 on the attached cover
pages. |
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(ii) Shared power to vote or to direct the vote
See the responses to Item 6 on the attached cover
pages. |
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(iii) Sole power to dispose or to direct the disposition of
See the responses to Item 7 on the attached cover
pages. |
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(iv) Shared power to dispose or to direct the disposition of
See the responses to Item 8 on the attached cover
pages. |
Item 5. |
Ownership of Five Percent or Less of a Class. |
Not Applicable
Item 6. |
Ownership of More than Five Percent on Behalf of Another Person. |
Not Applicable
Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the
Parent Holding Company. |
See Item 2.
Item 8. |
Identification and Classification of Members of the Group. |
Not Applicable
Item 9. |
Notice of Dissolution of Group. |
Not Applicable
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above 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, other than
activities solely in connection with a nomination under § 240.14a-11.
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 14, 2023
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Giovanni Agnelli B.V. |
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By |
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/s/ Guido de Boer |
Name: |
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Guido de Boer |
Title: |
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Authorised Signatory |
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Exor N.V. |
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By |
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/s/ Guido de Boer |
Name: |
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Guido de Boer |
Title: |
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Chief Financial Officer |
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Exor Investments Limited |
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By |
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/s/ Guido de Boer |
Name: |
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Guido de Boer |
Title: |
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Director |
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Exor Capital LLP |
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By |
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/s/ Enrico Vellano |
Name: |
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Enrico Vellano |
Title: |
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Co-CEO |
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