RNS Number:3259O
Ashanti Goldfields Company Ld
5 August 2003
ANGLOGOLD LIMITED ASHANTI GOLDFIELDS COMPANY LIMITED
(Registration number 1944/017354/06) (Registration number 7094, ARBN
(Incorporated in the Republic of South 074370862)
Africa) (Incorporated in Ghana)
ISIN : ZAE000043485 ISIN : GH0000000029
JSE Share Code : ANG GSE Share Code : AGC
("AngloGold") ("Ashanti")
This announcement does not constitute an offer to sell or the solicitation of
an offer to buy nor shall there be any sale or distribution of securities in
any jurisdiction in which such offer, sale or distribution is not permitted
SUMMARY
4 August 2003
PROPOSED MERGER OF ANGLOGOLD LIMITED AND ASHANTI GOLDFIELDS COMPANY LIMITED
Strategic combination will create growth focused, leading global gold producer
with largest reserves in the gold industry
Further to the announcements made by AngloGold and Ashanti on 16 May 2003 and
13 June 2003, the boards of directors of AngloGold and Ashanti are pleased to
announce today that they have agreed the terms of a recommended merger of the
two companies (the "Merger"). AngloGold and Ashanti have therefore entered into
a transaction agreement ("Transaction Agreement") to implement the Merger.
Lonmin Plc, which owns 27.6% of Ashanti's issued ordinary share capital, has
agreed to support the Merger. The combined group will be known as AngloGold
Ashanti Limited and will trade as Ashanti AngloGold in Ghana.
Commenting on the Merger today, Bobby Godsell, Chief Executive Officer of
AngloGold, said:
"This combination will create a growth focused, leading global gold producer,
with the largest reserve base in the industry. Ashanti brings to AngloGold a
portfolio of complementary top-tier, low-cost and long-life gold mines, as well
as attractive exploration opportunities in one of the key gold producing
regions of the world. We can work effectively together, using AngloGold's
existing financial and technical resources, to maximise the upside potential of
this combination, particularly in relation to the deep level underground
development of the Obuasi mine. We are pleased that the Government of Ghana has
appointed a consortium of advisers, led by Societe Generale, to assist the
Government in its consideration of the proposed Merger and would hope to have
clarity on the views of the Government by mid-September."
Sam Jonah, Chief Executive of Ashanti, said:
"AngloGold and Ashanti are synonymous with excellence in gold mining. The
combined strength of the new group will unleash a new African giant on the gold
mining industry. The immense technical and financial strengths of the new group
will enable the realisation of the full potential of the Obuasi mine in the
shortest possible time frame."
Rationale for the Merger
The combined group will have the following attributes:
* Growth/Upside potential - an enhanced production profile is expected from
existing brownfields opportunities and a strong exploration and land holding
portfolio
- AngloGold's proven ability in the development of deep level projects will
maximise the opportunity for the development of deep level underground mining
at Obuasi ("Obuasi Deeps"), where a scoping study has been undertaken to review
the mine's potential down to 100 Level as well as alternative production rates,
infrastructure options and operating and capital cost projections
- A dedicated project team will undertake a feasibility study regarding
Obuasi Deeps with anticipated exploration expenditure of US$44 million over the
next five years. Including this amount, the total capital expenditure for
Obuasi Deeps is estimated to be US$570 million in real terms over the expected
life of mine
- The combined group also intends to invest an additional US$110 million in
real terms over the next five years on underground equipment, infrastructure,
environmental and planning systems for the existing Obuasi mine. This amount is
in addition to capital expenditure already planned by Ashanti. AngloGold
management anticipates that these initiatives will improve underground working
conditions and mine planning, thereby increasing efficiencies with the
objective of reducing anticipated cash operating costs at Obuasi by US$20 per
ounce in real terms over the next five years
- The combined group intends to accelerate exploration programmes,
particularly at Obuasi
- The combined group will have extensive land positions in some of the most
prospective regions in the world
* Synergies - the combination will generate tangible synergy benefits with
approximately US$15 million per annum, before transaction expenses, expected
from the first full year after completion of the Merger
- Reduced financing costs
- Reduced administrative and procurement costs
- Consolidation of Geita ownership
- Breadth of technical capabilities to ensure the optimal development of
organic growth opportunities
* Scale - the combined group will have the production base, ore reserves and
financial resources to generate future value
- #1 in reserves - 93.2 million ounces of attributable proven and probable
reserves as at the end of 2002 (adjusted for the sale of Amapari and Jerritt
Canyon), a 31% increase in AngloGold's current reserve base
- Production - re-enforces AngloGold's position as one of the world's
largest gold producers with 2002 pro forma attributable gold production of 7.3
million ounces (adjusted for the sale of Jerritt Canyon), a 27% increase on
AngloGold's attributable production level
- US$1.0 billion EBITDA (earnings before interest, tax, depreciation,
amortisation and before unrealised non-hedge derivatives) on a 2002 pro forma
basis (International Financial Reporting Standards)
* Operating strength - the combined group will have a portfolio of long-life,
low-cost assets and different ore body types in the key gold producing regions
- Cash operating costs - pro forma cash operating costs (including
royalties) of US$220 per ounce based on unaudited results for the six months to
30 June 2003
- Long-life assets - six operations in five countries with combined reserves
of 45.1 million ounces have current life of mine plans of 15 years or longer
- Diversification - well diversified asset portfolio comprising a balance of
open-pit and underground production from a total of 24 operations distributed
across 11 countries in the principal gold producing regions of the world
* Investment appeal - the combined group will have the growth potential, size,
liquidity and dividend yield to enhance appeal to the investment community
- Increased size - pro forma market capitalisation of approximately US$8.3
billion (based on AngloGold's closing price on 1 August 2003, the last
practicable trading day prior to this announcement, and the issued ordinary
share capital of each company), meriting greater attention from major global
generalist and specialist investment institutions
- Share trading liquidity - increased liquidity, particularly in North
America, which represents some two thirds of AngloGold and Ashanti's combined
share turnover
The Merger is expected to be accretive to headline earnings per share before
unrealised non-hedge derivatives for holders of AngloGold ordinary shares
("AngloGold Shares") and AngloGold American Depositary Shares ("AngloGold
ADSs") (together, the "AngloGold Shareholders") from completion of the Merger.
It is also expected to be accretive to cash flow per share from three years
after completion of the Merger following the expenditure of a significant
proportion of the proposed additional capital investment, at the existing
Obuasi mine in particular, as well as the redemption on completion of the US$75
million Mandatorily Exchangeable Notes held by Lonmin Plc and the payment of
transaction expenses in the first year following completion of the Merger.
Terms of the Merger
The Merger will be effected by means of a scheme of arrangement (the "Scheme")
between Ashanti and its shareholders under the Ghana Companies Code and take
account of the required disclosure provisions of the Ghana Stock Exchange.
Under the terms of the Merger:
* Each holder of an Ashanti ordinary share ("Ashanti Share") and each holder of
an Ashanti Global Depositary Security ("Ashanti GDS") (together the "Ashanti
Shareholders") will be entitled to elect to receive either:
- 0.26 AngloGold Shares; or
- 0.26 AngloGold ADSs
for each Ashanti Share or Ashanti GDS ("Exchange Ratio")
Ashanti Shareholders resident in Ghana will have the option of receiving
AngloGold Ghanaian Depositary Shares ("AngloGold GhDSs"), 100 of which will
represent one AngloGold Share
* Based on the closing market price of AngloGold ADSs on the New York Stock
Exchange on 1 August 2003, the last practicable trading day prior to this
announcement, of US$32.15, the Merger values each Ashanti Share (and each
Ashanti GDS) at US$8.36 and amounts to aggregate consideration for Ashanti's
issued ordinary shares of US$1,089 million
* This represents a premium of approximately 4% to the closing market price of
Ashanti GDSs on the New York Stock Exchange on 1 August 2003, the last
practicable trading day prior to this announcement, of US$8.00 and, on the
basis of closing prices for AngloGold ADSs and Ashanti GDSs on the New York
Stock Exchange on 15 May 2003, the day prior to the announcements of
discussions, of US$30.63 and US$7.10 respectively, a premium of 12%. Based on
the average closing prices of Ashanti GDSs and AngloGold ADSs on the New York
Stock Exchange over the 30 trading days up to and including 15 May 2003 these
terms represent a premium of 34%
* On completion of the Merger and based on the issued ordinary share capital of
each company, existing AngloGold Shareholders will own approximately 87% and
existing Ashanti Shareholders will own approximately 13% of the combined group
* Following completion of the Merger, Russell Edey, currently Chairman of
AngloGold will be Chairman of the combined group. Sam Jonah, in addition to
joining the Board, will play a leading role in the executive management of the
enlarged company in the position of President. His 34 years in the gold mining
industry in both an operating and a leadership capacity, position him well to
help guide the further development of the new company and the industry
particularly in Africa. In this new position, Mr. Jonah will share
responsibility with the CEO Bobby Godsell for strategy formulation, the
identification and development of new business opportunities and managing the
company's relationships with governments, shareholders and other stakeholders.
In the enlarged company, Sam will join a five person Executive Committee,
chaired by Bobby Godsell. In addition, two other Ghanaian directors, to be
nominated by Ashanti, will become non-executive directors of the combined group
* AngloGold has received an undertaking from Ashanti's largest shareholder,
Lonmin Plc, holder of 27.6% of Ashanti's issued ordinary share capital, to vote
in favour of and support the Merger
* Ashanti's head office in Accra, Ghana, will enjoy an expanded role within the
combined group's operations
* The board of AngloGold has agreed to recommend a change of name of the
combined group to AngloGold Ashanti Limited and AngloGold has agreed to convene
an extraordinary general meeting to present a special resolution to this
effect. Anglo American plc, which currently owns 51.4% of AngloGold, has
confirmed that it will vote in favour of such resolution
* Following completion of the Merger, the combined group will be listed on the
JSE Securities Exchange South Africa, the New York Stock Exchange, the London
Stock Exchange, the Australian Stock Exchange and Euronext Paris and quoted on
Euronext Brussels. Application will be made to list shares and Ghanaian
depositary shares of the combined group on the Ghana Stock Exchange where the
combined group will trade as Ashanti AngloGold
* CIBC World Markets plc, Ashanti's financial adviser, has delivered to the
board of directors of Ashanti its written opinion that the Exchange Ratio is
fair to the Ashanti Shareholders from a financial point of view
* The board of directors of Ashanti has approved the Merger and will recommend
that all holders of Ashanti Shares and Ashanti GDSs vote in favour of the
resolutions to be proposed to implement the Merger
* The Government of Ghana, holder of 16.9% of Ashanti's issued ordinary share
capital, is currently considering the terms of the transaction and has
appointed a consortium of advisers, led by Societe Generale, in order to assist
it in this process. The Merger is conditional on receiving undertakings by the
Government of Ghana to vote in favour of and support the Merger and is also
subject to receiving certain regulatory and other approvals and undertakings,
that have been requested by AngloGold and Ashanti from the Government of Ghana.
The Transaction Agreement will terminate if these conditions are not satisfied
(or waived by AngloGold) on, or before, 30 September 2003 or such later date as
may be agreed by Ashanti and AngloGold. In addition, completion of the Merger
is conditional on, amongst other things, the approval of the Merger by Ashanti
Shareholders, receipt of other regulatory approvals (in addition to the
approvals from the Government of Ghana referred to above), third party consents
and the confirmation of the Scheme by the High Court of Ghana
* AngloGold and Ashanti hope to receive the views of the Government of Ghana in
relation to the Merger by mid-September. Further announcements, which will
include details regarding the timetable for the implementation of the Merger,
will be made in due course
Shareholders are reminded that there can be no assurance that the Merger will
be implemented. Consequently, holders of AngloGold and Ashanti securities are
advised to continue to exercise caution when dealing in relevant securities
until a further announcement is made.
This summary should be read in the context of the full announcement.
AngloGold's JSE Sponsor : UBS
For further information contact:
AngloGold Ashanti
Steve Lenahan +2783 308 2200 Kweku Awotwi +233 21 77 2331
Peta Baldwin +27 11 637 6647 Corinne Gaisie +44 20 7256 9938
Charles Carter +1 212 750 7999
Tomasz Nadrowski +44 7958 749555
+1 917 912 4641
Andrea Maxey +61 8 9425 4604
UBS Investment Bank CIBC World Markets
James Hartop +44 20 7567 8000 Andy Quinn +44 20 7234 6000
First Africa
Kofi Adjepong-Boateng +27 11 327 3666
Citigate Sard Verbinnen Golin/Harris International
(US Media) (US investors and Media)
Paul Verbinnen +1 212 687 8080 Kevin Kirkeby +1 212 697 9191
Citigate Dewe Rogerson Grandfield
(UK Media) (UK investors and Media)
Patrick Donovan +44 20 7638 9571 Matthew Jervois +44 20 7417 4170
Channel Two
(Ghanaian Media)
David Ampofo +233 21 666 643
CONFERENCE CALL DETAILS
An analysts' conference call will take place on 5 August 2003 at 13:00 Accra
time, 15:00 Johannesburg time, 14:00 London time, 09:00 New York time. The
conference ID number is 2138069.
The dial in numbers, by country, are:
North America +1 800 267 9155 or +1 706 634 0083,
United Kingdom +44 800 953 0406,
United Kingdom and Europe +44 1452 560 299,
Australia +61 800 766 788 or +61 28 228 7000,
South Africa +27 800 99 4050, and
Ghana +44 1452 560 299
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
Certain statements in this announcement are forward-looking within the meaning
of Section 27A of the Securities Act of 1933, as amended, and Section 21E of
the Securities Exchange Act of 1934, as amended, including without limitation,
those statements concerning (i) timing, fulfillment of conditions, tax
treatment and completion of the Merger, (ii) the value of the transaction
consideration, (iii) expectations regarding production and cost savings at the
combined group's operations and its operating and financial performance and
(iv) synergies and other benefits anticipated from the Merger. Although
AngloGold and Ashanti believe that the expectations reflected in such
forward-looking statements are reasonable, no assurance can be given that such
expectations will prove to have been correct.
For a discussion of important terms of the Merger and important factors and
risks involved in the companies' businesses, which could cause the combined
group's actual operating and financial results to differ materially from such
forward-looking statements, refer to AngloGold's and Ashanti's filings with the
US Securities and Exchange Commission (the "SEC"), including AngloGold's annual
report on Form 20-F for the year ended 31 December 2002, filed with the SEC on
7 April 2003 and Ashanti's annual report on Form 20-F for the year ended 31
December 2002, filed with the SEC on 17 June 2003 and any other documents in
respect of the Merger that are furnished to the SEC by AngloGold or Ashanti
under cover of Form 6-K.
Neither AngloGold, Ashanti nor the combined group undertakes any obligation to
update publicly or release any revisions to publicly update any forward-looking
statements discussed in this announcement, whether as a result of new
information, future events or otherwise.
ADDITIONAL INFORMATION
In connection with the Merger, AngloGold will file with, or otherwise furnish
to, the SEC a scheme document/prospectus. Investors and security holders are
urged to carefully read the scheme document/prospectus regarding the Merger
when it becomes available, because it will contain important information.
Investors and security holders may obtain a free copy of the scheme
document/prospectus (when it is available) and other documents containing
information about AngloGold and Ashanti, without charge, at the SEC's website
at www.sec.gov. Copies of the scheme document/prospectus together with any SEC
filings that may be incorporated by reference in the scheme document/prospectus
may also be obtained free of charge by directing a request to: AngloGold
Limited, 11 Diagonal Street, Johannesburg 2001, PO Box 62117, Marshalltown
2107, South Africa, Attention: Chris R. Bull, Company Secretary, telephone +27
11 637 6000, fax: +27 11 637 6624.
UBS Investment Bank and First Africa Group Holdings (Pty) Limited ("First
Africa") are acting for AngloGold and no one else in connection with the Merger
and will not be responsible to anyone other than AngloGold for providing the
protections afforded to clients of UBS Investment Bank or First Africa or for
providing advice in relation to the Merger.
CIBC World Markets plc is acting for Ashanti and no one else in connection with
the Merger and will not be responsible to anyone other than Ashanti for
providing the protections afforded to clients of CIBC World Markets plc or for
providing advice in relation to the Merger.
Chester Crocker, Lynda Chalker and Edward Haslam, being Directors of Ashanti,
have not taken part in the deliberations of the board of directors of Ashanti
relating to the recommendation of the Merger. Chester Crocker and Lynda Chalker
did not participate because they or companies in which they have an interest
have entered into commercial contracts with AngloGold, its subsidiaries or its
major shareholder, Anglo American plc. Edward Haslam did not participate
because he is an executive director of Ashanti's largest shareholder, Lonmin
Plc which has given an undertaking to AngloGold to support the Merger.
The statement that the Merger is expected to be accretive to headline earnings
per share before unrealised non-hedge derivative adjustments and, in due
course, cash flow per share for AngloGold Shareholders should not be
interpreted to mean that headline earnings per share before unrealised
non-hedge derivative adjustments or cash flow per share in the financial year
in which the Merger becomes effective or in any subsequent period, will
necessarily be greater than those for any relevant preceding financial period.
ANGLOGOLD LIMITED ASHANTI GOLDFIELDS COMPANY LIMITED
(Registration number 1944/017354/06) (Registration number 7094, ARBN
(Incorporated in the Republic of South 074370862)
Africa) (Incorporated in Ghana)
ISIN : ZAE000043485 ISIN : GH0000000029
JSE Share Code : ANG GSE Share Code : AGC
("AngloGold") ("Ashanti")
This announcement does not constitute an offer to sell or the solicitation of
an offer to buy nor shall there be any sale or distribution of securities in
any jurisdiction in which such offer, sale or distribution is not permitted
4 August 2003
PROPOSED MERGER OF ANGLOGOLD LIMITED AND ASHANTI GOLDFIELDS COMPANY LIMITED
1. Introduction
Further to the announcements made by AngloGold and Ashanti on 16 May 2003 and
13 June 2003, the boards of directors of AngloGold and Ashanti are pleased to
announce today that they have agreed the terms of a recommended merger of the
two companies (the "Merger") to create a growth focused, leading global gold
producer. AngloGold and Ashanti have therefore entered into a transaction
agreement ("Transaction Agreement") to implement the Merger. The combined group
will be known as AngloGold Ashanti Limited and will trade as Ashanti AngloGold
in Ghana.
The combined group will have the largest reserve base of any gold company, a
significant and well diversified production base, a highly attractive
development and exploration portfolio and the financial and technical resources
to maximise organic growth from the existing asset base as well as to
capitalise on further acquisition opportunities.
Under the terms of the Merger:
Each holder of an Ashanti ordinary share ("Ashanti Share") and each holder of
an Ashanti Global Depositary Security ("Ashanti GDS") (together the "Ashanti
Shareholders") will be entitled to elect to receive, either:
0.26 AngloGold ordinary shares ("AngloGold Shares"); or
0.26 AngloGold American Depositary Shares ("AngloGold ADSs")
for each Ashanti Share or Ashanti GDS ("Exchange Ratio").
In addition, Ashanti Shareholders resident in Ghana will have the option of
receiving AngloGold Ghanaian Depositary Shares ("AngloGold GhDSs"), 100 of
which will represent one AngloGold Share, at an exchange ratio of 26 AngloGold
GhDSs per Ashanti Share or Ashanti GDS held by any such Ghanaian residents.
Based on the closing market price of AngloGold ADSs on the New York Stock
Exchange on 1 August 2003, the last practicable trading day prior to this
announcement, of US$32.15, the Merger values each Ashanti Share (and each
Ashanti GDS) at US$8.36 and amounts to aggregate consideration for Ashanti's
issued ordinary shares of US$1,089 million. This represents a premium of
approximately 4% to the closing market price of Ashanti GDSs on the New York
Stock Exchange on 1 August 2003, the last practicable trading day prior to this
announcement, of US$8.00 and, on the bases of closing prices for AngloGold ADSs
and Ashanti GDSs on the New York Stock Exchange on 15 May 2003, the day prior
to the announcements of discussions, of US$30.63 and US$7.10 respectively, a
premium of 12%. Based on the average closing prices of Ashanti GDSs and
AngloGold ADSs on the New York Stock Exchange over the 30 trading days up to
and including 15 May 2003 these terms represent a premium of 34%.
On completion of the Merger and based on the issued ordinary share capital of
each company, existing holders of AngloGold Shares and AngloGold ADSs
(together, the "AngloGold Shareholders") will own approximately 87% and
existing Ashanti Shareholders will own approximately 13% of the combined group.
The board of directors of Ashanti ("Ashanti Board") has approved the Merger.
Lonmin Plc, which owns 27.6% of Ashanti's issued ordinary share capital, has
agreed to support the Merger.
As described in paragraph 4 below, the Merger is conditional on the receipt of
certain approvals and undertakings from the Government of Ghana. A full list of
the conditions to the obligations of AngloGold and/or Ashanti to consummate the
Merger is set out in Appendix I.
2. Terms and Structure of the Merger
The Merger will be effected by means of a scheme of arrangement between Ashanti
and its shareholders (the "Scheme") under Section 231 of the Ghana Companies
Code and take account of the required disclosure provisions of the Ghana Stock
Exchange. Under the terms of the Merger:
* Each holder of an Ashanti Share resident in Ghana will be entitled to elect
to receive, in exchange therefor, either:
- 0.26 AngloGold Shares;
- 0.26 AngloGold ADSs; or
- 26 AngloGold GhDSs, 100 of which will represent one AngloGold Share
If no election is made, such holder will be deemed to have elected to receive
its scheme consideration in the form of AngloGold GhDSs
* Each holder of an Ashanti Share resident outside Ghana (other than the
depositary for the Ashanti GDSs and holders of Ashanti Shares resident in the
United States) will be entitled to elect to receive in exchange therefor,
either:
- 0.26 AngloGold Shares; or
- 0.26 AngloGold ADSs
If no election is made, such holder will be deemed to have elected to receive
its scheme consideration in the form of AngloGold Shares
* Each holder of an Ashanti GDS or of an Ashanti Share resident in the United
States will be entitled to elect to receive in exchange therefor, either:
- 0.26 AngloGold Shares; or
- 0.26 AngloGold ADSs
If no election is made, such holder will be deemed to have elected to receive
its scheme consideration in the form of AngloGold ADSs
* Ashanti Shareholders will be entitled to receive all dividends declared by
AngloGold with a registration date after the completion of the Merger. However,
the Merger will not be implemented prior to the registration date for the
payment of AngloGold's final dividend. AngloGold has agreed to use reasonable
endeavours to set a registration date for the 2003 final dividend so as not to
delay the consummation of the Merger. Consequently, Ashanti shareholders will
not be entitled to receive AngloGold's 2003 interim or final dividends
* No fractional AngloGold Shares or AngloGold ADSs will be issued in respect of
any fractional entitlement to an AngloGold Share or AngloGold ADS ("fractional
interest"). Each holder of a fractional interest resident in Ghana will have
the right to elect to receive either (i) cash (in US dollars) or (ii) AngloGold
GhDSs in lieu of such fractional interest. Holders of a fractional interest
resident outside Ghana will be paid an amount in cash (in US dollars) in lieu
of such fractional interest. The amount of cash (in US dollars) paid in lieu of
such fractional interest will be equal to the product obtained by multiplying
(i) the fractional interest to which such holder (after taking into account all
fractional interests then held by such holder) would otherwise be entitled by
(ii) the volume-weighted average of the per share closing price on the New York
Stock Exchange of AngloGold ADSs during the ten consecutive trading days ending
on (and including) the trading day immediately preceding the effective time of
the Scheme
3. Background to and key benefits of the Merger
The Merger will allow the shareholders of AngloGold and Ashanti to benefit from
the establishment of a leading global gold producer, enhancing the strengths of
both groups. The Merger will produce a combined group with the following
attributes:
* Growth/Upside potential - an enhanced production profile is expected from
existing brownfields opportunities and a strong exploration and land holding
portfolio
- AngloGold's proven ability in the development of deep level projects will
maximise the opportunity for the development of deep level mining at Obuasi
("Obuasi Deeps"), where a scoping study has been undertaken to review the
mine's potential down to 100 Level as well as alternative production rates,
infrastructure options and operating and capital cost projections
- A dedicated project team will undertake a feasibility study regarding
Obuasi Deeps with anticipated exploration expenditure of US$44 million over the
next five years. Including this amount, the total capital expenditure for
Obuasi Deeps is estimated to be US$570 million in real terms over the expected
life of mine
- The combined group also intends to invest an additional US$110 million in
real terms over the next five years on underground equipment, infrastructure,
environmental and planning systems for the existing Obuasi Mine. This amount is
in addition to capital expenditure already planned by Ashanti. AngloGold
management anticipates that these initiatives will improve underground working
conditions and mine planning thereby increasing efficiencies with the objective
of reducing anticipated cash operating costs at Obuasi by US$20 per ounce in
real terms over the next five years
- The combined group intends to accelerate exploration programmes,
particularly at Obuasi
- The combined group will have extensive land positions in some of the most
prospective regions in the world
* Synergies - the combination will generate tangible synergy benefits with
approximately US$15 million per annum, before transaction expenses, expected
from the first full year after completion of the Merger
- Reduced financing costs
- Reduced administrative and procurement costs
- Consolidation of Geita ownership
- Breadth of technical capabilities to ensure the optimal development of
organic growth opportunities
* Scale - the combined group will have the production base, ore reserves and
financial resources to generate future value
- #1 in reserves - 93.2 million ounces of attributable proven and
probable reserves as at the end of 2002 (adjusted for the sales of Amapari and
Jerritt Canyon), a 31% increase in AngloGold's current reserve base
- Production - re-enforces AngloGold's position as one of the world's
largest gold producers with 2002 pro forma attributable gold production of 7.3
million ounces (adjusted for the sale of Jerritt Canyon), a 27% increase on
AngloGold's attributable production level
- US$1.0 billion EBITDA (earnings before interest, tax, depreciation,
amortisation and before unrealised non-hedge derivatives) on a 2002 pro forma
basis (International Financial Reporting Standards, ("IFRS"))
* Operating strength - the combined group will have a portfolio of long-life,
low-cost assets and different ore body types in the key gold producing regions
- Cash operating costs - pro forma cash operating costs (including
royalties) of US$220 per ounce based on unaudited results for the six months to
30 June 2003
- Long-life assets - six operations in five countries with combined
reserves of 45.1 million ounces have current life of mine plans of 15 years or
longer
- Diversification - well diversified asset portfolio comprising a balance
of open-pit and underground production from a total of 24 operations
distributed across 11 countries in the principal gold producing regions of the
world
* Investment appeal - the combined group will have the growth potential, size,
liquidity and dividend yield to enhance appeal to the investment community
- Increased size - pro forma market capitalisation of approximately US$8.3
billion (based on AngloGold's closing price on 1 August 2003, the last
practicable trading day prior to this announcement, and the issued ordinary
share capital of each company), meriting greater attention from major global
generalist and specialist investment institutions
- Share trading liquidity - increased liquidity, particularly in North
America, which represents some two thirds of AngloGold and Ashanti's combined
share turnover
* Hedging - The combined hedge book would have had a net delta of 14.7 million
ounces, as at 30 June 2003
- The combined group will continue AngloGold's and Ashanti's record of
active hedge management and will follow the same pattern of hedge reduction.
Delivering into maturing contracts over the balance of this year will likely
see the delta hedge position reduce to 13.5 million ounces assuming market
rates as at 30 June 2003
- As at 30 June 2003, AngloGold's and Ashanti's hedge books had negative
marked-to-market valuations of US$179.3 million and US$147.6 million
respectively, including in each case, each company's 50% interest in the
US$78.8 million negative marked-to-market value of the Geita hedge book
4. Major shareholders
An undertaking to support the Merger has been received from Lonmin Plc, the
largest shareholder of Ashanti, in relation to its shareholding in the issued
ordinary share capital of approximately 27.6%. Lonmin Plc can withdraw its
support for the Merger only if the Ashanti Board publicly announces the
withdrawal of its recommendation or if the Transaction Agreement is terminated.
Morgan Stanley is acting as financial adviser to Lonmin Plc.
The Government of Ghana, holder of 16.9% of Ashanti's issued ordinary share
capital, is currently considering the terms of the transaction and has
appointed a consortium of advisers, led by Societe Generale, in order to assist
it in this process. The Merger is conditional on receiving undertakings from
the Government of Ghana to vote in favour of and support the Merger and is also
subject to receiving certain regulatory and other approvals and undertakings,
that have been requested by AngloGold and Ashanti from the Government of Ghana.
This includes an agreement to use reasonable endeavours to extend, in 2004, the
Obuasi lease for an additional 30 years from 2024 and to enter into a stability
agreement to ensure that the Ghanaian operations are not adversely affected by
changes in royalties, taxes and custom duties for a specified period of time.
The Transaction Agreement will terminate if these conditions are not satisfied
(or waived by AngloGold) on, or before, 30 September 2003 or such later date as
may be agreed by Ashanti and AngloGold.
5. Conditions and other key terms of the Transaction Agreement
In addition to the conditions relating to the Government of Ghana outlined
above, completion of the Merger is conditional on, amongst other things, the
approval of the Merger by Ashanti Shareholders, receipt of other regulatory
approvals, third party consents and the confirmation of the Scheme by the High
Court of Ghana prior to 31 March 2004. A complete list of the conditions to the
obligations of AngloGold and/or Ashanti to consummate the Merger is set forth
in Appendix I.
Upon the implementation of the Scheme, Ashanti Capital (Second) Limited, a
subsidiary of Ashanti, will redeem all its issued and outstanding Mandatorily
Exchangeable Notes ("MENs") for US$75,000,000 plus accrued and unpaid interest
thereon in cash. The MENs are held entirely by Lonmin Plc.
The board of AngloGold has agreed to recommend a change of name of the combined
group to AngloGold Ashanti Limited and AngloGold has agreed to convene an
extraordinary general meeting to present a special resolution to this effect.
Anglo American plc, which currently owns 51.4% of AngloGold, has confirmed that
it will vote in favour of such resolution.
6. Information on AngloGold
AngloGold, headquartered in Johannesburg, South Africa, is a global gold
producer with 19 operations in eight countries, on four continents, and has
extensive and focused exploration activities in 11 countries.
AngloGold Shares are listed and traded on the JSE Securities Exchange South
Africa, the Australian Stock Exchange in the form of "CHESS" depositary
interests, the London Stock Exchange and Euronext Paris and are quoted on
Euronext Brussels in the form of International Depositary Receipts. AngloGold
ADSs are listed and traded on the New York Stock Exchange.
Based on the closing market price of US$32.15 per AngloGold ADS on 1 August
2003, the last practicable trading day prior to this announcement, AngloGold
had a market capitalisation of approximately US$7.2 billion.
For the six months to 30 June 2003 AngloGold reported (in accordance with
IFRS):
* Gold production of 2.8 million ounces (attributable)
* Cash operating costs of US$217 per ounce (attributable)
* Revenue of US$977 million
* Headline earnings before unrealised non-hedge derivatives of US$140 million
* Headline earnings per share before unrealised non-hedge derivatives of
US$0.63
* An interim dividend per share of US$0.51 has been declared in 2003. In 2002
dividends per share of US$1.46 were declared
7. Information on Ashanti
Ashanti, headquartered in Accra, Ghana, is engaged in the mining and processing
of gold ores and the exploration and development of gold properties in four
African countries - Ghana, Guinea, Tanzania and Zimbabwe. Ashanti also has an
extensive exploration programme in Africa.
Ashanti Shares are listed on the Ghana Stock Exchange and the London Stock
Exchange. Although Ashanti has a primary listing on the London Stock Exchange,
it is not subject to the City Code on Takeovers and Mergers. Ashanti GDSs are
listed and traded on the New York Stock Exchange and on the London Stock
Exchange and Ashanti Shares and Ashanti Zimbabwe Depositary Receipts are listed
on the Zimbabwe Stock Exchange.
Based on the closing trading price of US$8.00 per Ashanti GDS on 1 August 2003,
the last practicable trading day prior to this announcement, Ashanti has a
market capitalisation of approximately US$1.0 billion.
For the six months to 30 June 2003 Ashanti reported (in accordance with UK
GAAP):
* Gold production of 0.7 million ounces (attributable)
* Cash operating costs (including royalties) of US$232 per ounce (attributable)
* Revenue of US$257 million
* Pre-exceptional net earnings of US$14.6 million
* Pre-exceptional net earnings per share of US$0.11
* Net assets of US$478 million
Ashanti did not pay any dividend for the year ended 31 December 2002, neither
has it announced any dividends in respect of its interim earnings in 2003.
8. Financial effects of the Merger
The financial effects of the Merger on AngloGold Shareholders are set out
below. These financial effects have been determined from unaudited consolidated
financial information for the combined group assuming that the Merger was
implemented on 1 January 2003 for the purposes of the income statement and on
30 June 2003 for the purposes of the balance sheet.
AngloGold believes that the pro forma historical information is not necessarily
indicative of the future financial performance of the combined group. The
Merger is expected to be accretive to headline earnings per share before
unrealised non-hedge derivative adjustments for AngloGold Shareholders from
completion of the Merger. However, for the six months ended 30 June 2003, as a
result of Ashanti having experienced an anticipated lower production profile
and higher cash operating costs over this period, which are not anticipated to
continue in the long term, the Merger is dilutive to AngloGold on this basis,
despite being accretive to headline and basic earnings per share. The Merger is
also expected to be accretive to cash flow per share from three years after
completion of the Merger following the expenditure of a significant proportion
of the proposed additional capital investment, at the existing Obuasi Mine in
particular, as well as the redemption on completion of the US$75 million
Mandatorily Exchangeable Notes held by Lonmin Plc and the payment of
transaction expenses in the first year following completion of the Merger. This
should not be interpreted to mean that earnings per share and cash flow per
share in the financial year in which the Merger becomes effective or in any
subsequent period, will necessarily be greater than those for any relevant
preceding financial period.
The pro forma historical financial effects of the Merger on AngloGold
Shareholders are as follows:
For the six months ended Before the Merger After the Merger Percentage
30 June 2003 (US cps) (US cps) change
and as at 30 June 2003 (%)
Net asset value per share 1 728 1,060 46
Net tangible asset value 549 808 47
per share 1
EBITDA per share 2 152 156 3
Headline earnings per 63 54 (14)
share before
unrealised non-hedge
derivatives 2
Headline earnings per 62 73 18
share 2
Basic earnings per share 2 55 68 24
Net debt to total capital 18.6% 17.2%
employed
NOTES:
1. Net asset and net tangible asset value per share refers to shareholders'
equity and has been determined at 30 June 2003 assuming 222,785,154 AngloGold
Shares in issue before the Merger and 257,309,569 AngloGold Shares in issue
after the Merger (the 34,524,415 AngloGold Shares issued in the Merger assumes
that the 2,496,826 outstanding Ashanti warrants are exercised and the resulting
Ashanti Shares together with the 130,289,386 Ashanti Shares currently in issue
are exchanged at the Exchange Ratio. All outstanding options over Ashanti
Shares are assumed to be cancelled for cash)
2. The pro forma consolidated income statements for the six months ended 30
June 2003 and balance sheets at 30 June 2003 have been compiled from:
* the historical unaudited consolidated income statements of AngloGold for the
six months ended 30 June 2003 and the historical unaudited consolidated balance
sheets of AngloGold at 30 June 2003, prepared in accordance with IFRS; and
* the historical unaudited consolidated income statements of Ashanti for the
six months ended 30 June 2003 and the historical unaudited consolidated balance
sheets of Ashanti at 30 June 2003, prepared in accordance with UK GAAP,
adjusted to an IFRS basis by incorporating the differences between the two
accounting bases
For the six months ended 30 June 2003, unaudited pro forma EBITDA, headline
earnings, headline earnings before unrealised non-hedge derivatives and basic
earnings per ordinary share have been calculated based on the weighted average
number of AngloGold Shares in issue of 222,737,513 for the six months ended 30
June 2003 adjusted to reflect the issuance of 34,524,415 AngloGold Shares in
the Merger. Accordingly, the adjusted pro forma weighted average number of
AngloGold Shares in issue for the six months ended 30 June 2003 is 257,261,928
3. The financial effects calculations have been based on publicly available
information only and for this reason may not incorporate all the necessary
adjustments
4. The financial effects have been calculated on the basis of an AngloGold
share price of US$32 a share
5. The financial effects, based upon the historical unaudited consolidated
income statements of AngloGold for the six months ended 30 June 2003 and the
historical unaudited consolidated balance sheets of AngloGold at 30 June 2003
have not been adjusted for the sale of Amapari or Jerritt Canyon
9. US and UK tax consequences
The exchange of Ashanti Shares or Ashanti GDSs for AngloGold Shares or
AngloGold ADSs pursuant to the Merger currently is expected to be a taxable
transaction for US federal income tax purposes. For the purposes of the UK
taxation of chargeable gains, in general, it is considered that the exchange of
Ashanti Shares or Ashanti GDSs for AngloGold Shares or AngloGold ADSs pursuant
to the Merger should not be treated as giving rise to a disposal of Ashanti
Shares or Ashanti GDSs, except in certain limited circumstances, and generally
no UK stamp duty or stamp duty reserve tax should be payable by holders of
Ashanti Shares or Ashanti GDSs on the exchange of Ashanti Shares or Ashanti
GDSs for AngloGold Shares or AngloGold ADSs pursuant to the Merger. Holders of
Ashanti Shares or Ashanti GDSs are urged to consult their own tax advisers in
determining the consequences of the Merger to such holders under US, UK or
other applicable law. Further disclosure in respect of the US and UK tax
consequences of the Merger will be made in due course.
10. Directors, management and employees
Following completion of the Merger, Russell Edey, currently Chairman of
AngloGold, will be Chairman of the combined group. Sam Jonah, in addition to
joining the Board, will play a leading role in the executive management of the
enlarged company in the position of President. His 34 years in the gold mining
industry in both an operating and a leadership capacity position him well to
help guide the further development of the new company and the industry
particularly in Africa. In this new position, Mr. Jonah will share
responsibility with the CEO Bobby Godsell for strategy formulation, the
identification and development of new business opportunities and managing the
company's relationships with governments, shareholders and other stakeholders.
In the enlarged company, Sam will join a five person Executive Committee,
chaired by Bobby Godsell. In addition, two other Ghanaian directors to be
nominated by Ashanti will become non-executive directors of the combined group.
The board of directors of AngloGold and the AngloGold executive team will
otherwise continue in their current roles.
Following completion of the Merger, Ashanti's head office in Accra, Ghana, will
enjoy an expanded role within the combined group's operations.
AngloGold has entered into undertakings in the Transaction Agreement which mean
that it will observe the existing contractual and statutory employment rights
of Ashanti management and employees.
11. Ashanti options
Upon the Merger being completed, all options granted under the AGC Senior
Management Share Option Scheme will become exercisable for a period of one
month thereafter. Option holders will receive upon exercise of Ashanti options
AngloGold Shares in an amount determined by reference to the Exchange Ratio.
AngloGold has also agreed to offer to all Ashanti option holders the
alternative of either receiving cash in cancellation of their Ashanti options
or rolling over their Ashanti options into substitute options exercisable for
AngloGold Shares. AngloGold has agreed pursuant to the Transaction Agreement to
make available such proposals at least one month prior to the Merger being
completed.
12. Ashanti warrants
Holders of issued and outstanding warrants of Ashanti Warrants Limited, a
wholly-owned subsidiary of Ashanti, will be treated in accordance with the
relevant deed poll.
13. Listings
Following completion of the Merger, the combined group will be listed on the
JSE Securities Exchange South Africa, the New York Stock Exchange, the London
Stock Exchange, the Australian Stock Exchange and Euronext Paris and quoted on
Euronext Brussels. Application will be made to list ordinary shares and
Ghanaian depositary shares of the combined group on the Ghana Stock Exchange.
14. Timing
AngloGold and Ashanti hope to receive the views of the Government of Ghana in
relation to the Merger by mid-September.
A request has been submitted to the Staff of the US Securities and Exchange
Commission (the "SEC") for a "no action" letter confirming the availability of
an exemption pursuant to Section 3(a)(10) of the US Securities Act of 1933, as
amended (the "Securities Act") from the registration requirements under the
Securities Act. Should the issuance of AngloGold Shares in the Scheme qualify
for such an exemption, relevant documentation will be posted to Ashanti
shareholders as promptly as reasonably practicable after the required approvals
of the Government of Ghana have been received and the relevant documentation
has been prepared. Should the issuance of AngloGold Shares not qualify for such
an exemption, AngloGold will prepare and file a registration statement with the
SEC as promptly as reasonably practicable and relevant documentation will be
posted to Ashanti shareholders upon the registration statement becoming
effective, provided that the required approvals of the Government of Ghana have
been received.
Further announcements, which will include details regarding the timetable for
the implementation of the Merger, will be made in due course.
15. Anglo American plc
If the Merger is approved, Anglo American plc's shareholding in AngloGold would
be diluted from 51.4% to 44.5%. The Securities Regulation Panel of South Africa
has granted to Anglo American plc an exemption from making a mandatory offer to
AngloGold minority shareholders, should Anglo American acquire AngloGold shares
to restore its holding to above 50%.
16. Board recommendation and undertakings
CIBC World Markets plc, Ashanti's financial adviser, has delivered to the
Ashanti Board its written opinion that the Exchange Ratio is fair to the
Ashanti Shareholders from a financial point of view. The Ashanti Board,
consider the terms of the Merger to be in the best interests of Ashanti
Shareholders as a whole.
The Ashanti Board has approved the Merger and will recommend that Ashanti
Shareholders vote in favour of the resolutions to be proposed at the scheme
meeting of the Ashanti Shareholders, as the directors of Ashanti intend to in
respect of their own beneficial holdings which amount in aggregate to 113,514
Ashanti Shares (representing 0.1% of the issued ordinary share capital of
Ashanti).
Chester Crocker, Lynda Chalker and Edward Haslam, being Directors of Ashanti,
have not taken part in the deliberations of the Ashanti Board relating to the
recommendation of the Merger. Chester Crocker and Lynda Chalker did not
participate because they or companies in which they have an interest have
entered into commercial contracts with AngloGold, its subsidiaries or its major
shareholder, Anglo American plc. Edward Haslam did not participate because he
is an executive director of Ashanti's largest shareholder, Lonmin Plc which has
given an undertaking to AngloGold to support the Merger.
Ashanti has agreed not to solicit any alternate acquisition proposals but is
not prevented from receiving and considering or providing any information in
relation to new proposals provided that it notifies AngloGold of the receipt of
any acquisition proposal and the material terms thereof and discloses any
information regarding Ashanti made available to persons in connection with such
alternate acquisition proposals to AngloGold.
Except as provided below, the Ashanti Board may not withdraw, or propose to
withdraw, its recommendation. If, at any time prior to the effective time of
the Scheme, the Ashanti Board receives an acquisition proposal that the Ashanti
Board determines to be a superior proposal to the Merger, the Ashanti Board
will be permitted to withdraw its recommendation if, after notification to
AngloGold of such proposal, AngloGold does not increase the consideration
offered or otherwise improve the terms of the offer or if, after such increase
or improvement, the Ashanti Board still determines (after having received a
written opinion of a financial adviser of the fairness of the superior proposal
from a financial point of view) that the superior proposal is still superior to
the amended AngloGold proposal.
In addition, if the Ashanti Board determines, in its good faith judgement after
having received advice of outside legal counsel, that the failure to withdraw
its recommendation would constitute a breach of its fiduciary duties under
applicable law, the Ashanti Board may withdraw its recommendation, upon notice
to AngloGold; provided, however, that in making such determination, the Ashanti
Board may not take into account any acquisition proposal or inquiry that is
reasonably likely to result in an acquisition proposal.
Should the Ashanti Board receive a superior proposal and withdraw its
recommendation and either AngloGold or Ashanti terminates the Transaction
Agreement because of such withdrawal, Ashanti will be required to pay to
AngloGold, upon such termination, a termination fee of US$15,000,000 to the
extent that such payment is lawful under Ghanaian law. In addition, if (i) the
Transaction Agreement is terminated because the conditions relating to the
support of the Government of Ghana as a shareholder and its approvals and
undertakings as a regulator have not been satisfied (or waived by AngloGold) on
or before 30 September 2003 or such later date as may be agreed by Ashanti and
AngloGold and (ii) within three months after the date of such termination a
recommended acquisition proposal that constitutes a superior proposal is
announced with a third party that, during the period commencing on 16 May 2003
and ending on the date of such termination (A) made an acquisition proposal to
Ashanti, (B) entered into a confidentiality agreement with Ashanti, or (C)
engaged in substantive discussions with Ashanti regarding a possible
acquisition proposal, then Ashanti will be required to pay AngloGold a
termination fee of US$15,000,000, to the extent that such payment is lawful
under Ghanaian law, upon completion of such acquisition. Ashanti has also
agreed to procure that any third party that makes a superior proposal agrees to
pay the termination fee of US$15,000,000 upon consummation of that superior
proposal if it has not been paid earlier by Ashanti.
If AngloGold wrongfully terminates the Transaction Agreement in breach of its
obligations to complete the transaction, it will be committed to pay Ashanti
US$75,000,000 to compensate it for the damages Ashanti will have suffered as a
result of the breach. If Ashanti wrongfully terminates the agreement in breach
of its obligations, it will be liable for all damages incurred by AngloGold,
which, in that event, will not be subject to any cap. In either case no payment
will be made unless there has been a determination by the High Court of England
that a breach of the Transaction Agreement has occurred. The rights of third
parties to enforce the Transaction Agreement have been excluded.
17. Further cautionary announcement
Shareholders are reminded that there can be no assurance that the Merger will
be implemented. Consequently, holders of AngloGold and Ashanti securities are
advised to continue to exercise caution when dealing in relevant securities
until a further announcement is made.
Johannesburg and Accra
4 August 2003
AngloGold's JSE Sponsor: UBS
For further information contact:
AngloGold Ashanti
Steve Lenahan +27 83 308 2200 Kweku Awotwi +233 21 77 2331
Peta Baldwin +27 11 637 6647 Corinne Gaisie +44 20 7256 9938
Charles Carter +1 212 750 7999
Tomasz Nadrowski +44 7958 749555
+1 917 912 4641
Andrea Maxey +61 8 9425 4604
UBS Investment Bank CIBC World Markets
James Hartop +44 20 7567 8000 Andy Quinn +44 20 7234 6000
First Africa
Kofi Adjepong-Boateng +27 11 327 3666
Citigate Sard Verbinnen Golin/Harris International
(US Media) (US investors and Media)
Paul Verbinnen +1 212 687 8080 Kevin Kirkeby +1 212 697 9191
Citigate Dewe Rogerson Grandfield
(UK Media) (UK investors and Media)
Patrick Donovan +44 20 7638 9571 Matthew Jervois +44 20 7417 4170
Channel Two
(Ghanaian Media)
David Ampofo +233 21 666 643
CONFERENCE CALL DETAILS
An analysts' conference call will take place on 5 August 2003 at 13:00 Accra
time, 15:00 Johannesburg time, 14:00 London time, 09:00 New York time. The
conference ID number is 2138069.
The dial in numbers, by country, are:
North America +1 800 267 9155 or +1 706 634 0083,
United Kingdom +44 800 953 0406,
United Kingdom and Europe +44 1452 560 299,
Australia +61 800 766 788 or +61 28 228 7000,
South Africa +27 800 99 4050, and
Ghana +44 1452 560 299
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS
Certain statements in this announcement are forward-looking within the meaning
of Section 27A of the Securities Act of 1933, as amended, and Section 21E of
the Securities Exchange Act of 1934, as amended, including without limitation,
those statements concerning (i) timing, fulfillment of conditions, tax
treatment and completion of the Merger, (ii) the value of the transaction
consideration, (iii) expectations regarding production and cost savings at the
combined group's operations and its operating and financial performance and
(iv) synergies and other benefits anticipated from the Merger. Although
AngloGold and Ashanti believe that the expectations reflected in such
forward-looking statements are reasonable, no assurance can be given that such
expectations will prove to have been correct.
For a discussion of important terms of the Merger and important factors and
risks involved in the companies' businesses, which could cause the combined
group's actual operating and financial results to differ materially from such
forward-looking statements, refer to AngloGold's and Ashanti's filings with the
US Securities and Exchange Commission (the "SEC"), including AngloGold's annual
report on Form 20-F for the year ended 31 December 2002, filed with the SEC on
7 April 2003 and Ashanti's annual report on Form 20-F for the year ended 31
December 2002, filed with the SEC on 17 June 2003 and any other documents in
respect of the Merger that are furnished to the SEC by AngloGold or Ashanti
under cover of Form 6-K.
Neither AngloGold, Ashanti nor the combined group undertakes any obligation to
update publicly or release any revisions to publicly update any forward-looking
statements discussed in this announcement, whether as a result of new
information, future events or otherwise.
ADDITIONAL INFORMATION
In connection with the Merger, AngloGold will file with, or otherwise furnish
to, the SEC a scheme document/prospectus. Investors and security holders are
urged to carefully read the scheme document/prospectus regarding the Merger
when it becomes available, because it will contain important information.
Investors and security holders may obtain a free copy of the scheme
document/prospectus (when it is available) and other documents containing
information about AngloGold and Ashanti, without charge, at the SEC's website
at www.sec.gov. Copies of the scheme document/prospectus together with any SEC
filings that may be incorporated by reference in the scheme document/prospectus
may also be obtained free of charge by directing a request to: AngloGold
Limited, 11 Diagonal Street, Johannesburg 2001, PO Box 62117, Marshalltown
2107, South Africa, Attention: Chris R. Bull, Company Secretary, telephone +27
11 637 6000, fax: +27 11 637 6624.
UBS Investment Bank and First Africa Group Holdings (Pty) Limited ("First
Africa") are acting for AngloGold and no one else in connection with the Merger
and will not be responsible to anyone other than AngloGold for providing the
protections afforded to clients of UBS Investment Bank or First Africa or for
providing advice in relation to the Merger.
CIBC World Markets plc is acting for Ashanti and no one else in connection with
the Merger and will not be responsible to anyone other than Ashanti for
providing the protections afforded to clients of CIBC World Markets plc or for
providing advice in relation to the Merger.
APPENDIX I
Conditions to the Scheme
The Transaction can only become effective if all the conditions to the
implementation of the Scheme have been satisfied (or waived) in accordance with
paragraph 4 of this Appendix I. Relevant definitions to terms used in this
Appendix are set out in Appendix II.
The Scheme will become effective upon the delivery of the Scheme Order to the
Registrar of Companies for registration and publication in the Gazette. Unless
the Scheme becomes effective by not later than 31 March 2004 or such later date
as AngloGold and the Company may agree and the High Court may permit, the
Scheme will not become effective and the Transaction will not proceed.
The conditions that must be satisfied (or waived) for the Scheme to be
implemented are set out below:
1. The Scheme is conditional upon:
1.1 the approval of the Scheme by not less than three-fourths of the votes
cast by holders of Ashanti Shares present at the Scheme Meeting in person or by
proxy and entitled to vote and voting;
1.2 (i) the confirmation of the Scheme by the High Court and (ii) the
delivery of an office copy of the Scheme Order to the Registrar of Companies;
1.3 in the event that the No-Action Letter is not received, the Registration
Statement having been declared effective by the SEC under the Securities Act
and no stop order suspending the effectiveness of the Registration Statement
having been issued by the SEC and no proceeding for that purpose having been
initiated by the SEC;
1.4 (i) the admission to the Official List of the UKLA of the AngloGold
Shares having become effective in accordance with the UKLA Listing Rules, and
the admission of the AngloGold Shares to trading on the LSE's market for listed
securities having become effective, or the UKLA having agreed and confirmed its
decision to admit the AngloGold Shares to the Official List of the UKLA, and the
LSE having agreed to admit the AngloGold Shares to trading subject only to (A)
the allotment of the AngloGold Shares and/or (B) the Scheme having become
effective in all respects, and (ii) the AngloGold Shares to be issued in the
Scheme having been authorised for listing on the JSE, authorised for listing on
the NYSE, subject to official notice of issuance, authorised for listing on the
GSE, approved for official quotation by the ASX, and approved for official
quotation by the Euronext Paris.
1.5 no Governmental Authority having taken, instituted or implemented any
action, proceeding, suit, investigation, enquiry, decision or order that would
prohibit or prevent the consummation of the Scheme or otherwise make the Scheme
or its implementation void, illegal or unenforceable; and
1.6 the receipt by AngloGold of the approval of the Bank of Ghana for the
issuance of AngloGold Shares to members of the Company resident in Ghana.
2. The Transaction will also be conditional upon, and accordingly, the
necessary action to make the Scheme effective will not be taken, unless the
following conditions are satisfied or waived by AngloGold on the basis
described in paragraph 4 below:
2.1 the approval of the Special Resolution by the requisite vote of the
members of the Company at the Extraordinary General Meeting;
2.2 no amendment or modification of any of the terms and conditions of the
Scheme in a manner detrimental to AngloGold without the prior written consent
of AngloGold;
2.3 the warranties of the Company contained in the Transaction Agreement
being true and correct as of the Confirmation Date as though made on and as of
the Confirmation Date;
2.4 the performance or compliance by the Company in all material respects
with the covenants required by the Transaction Agreement to be performed or
complied with by the Company prior to the Confirmation Date;
2.5 the Company not having commenced a rights offering for Ashanti Shares or
other securities of the Company;
2.6 the European Commission having either:
(i) indicated that the Scheme and its implementation does not give rise
to a concentration falling within the scope of Council Regulation (EEC) 4064/89
concerning the control of concentrations between undertakings, as amended (the
"EC Merger Regulation"); or
(ii) taken a decision, without imposing any conditions or obligations that
are not reasonably satisfactory to AngloGold under Article 6(1)(b) or Article
8(2) of the EC Merger Regulation, declaring the Scheme or its implementation
compatible with the common market, or being deemed to have done so under Article
10(6) of the EC Merger Regulation; or
(iii) referred the whole or part of the Scheme or its implementation to
the competent authorities of one or more member states of the European Union
under Article 9(3) of the EC Merger Regulation or having been deemed to have
done so under Article 9(5) of the EC Merger Regulation; and
(a) each such authority having granted a clearance without imposing
any conditions or obligations that are not reasonably satisfactory to AngloGold
in respect of all of those parts of the Scheme or its implementation that were
referred to it, or being deemed to have granted such a clearance; and
(b) the requirements of paragraph (ii) above being satisfied with
respect to any part not referred to the competent authority of any member state
of the European Union;
2.7 receipt by AngloGold and the Company of the approval from either the
Competition Commission in terms of Section 14(1) of the Competition Act, 1998
(Act 89 of 1998) (as amended) of the Republic of South Africa (the "SA
Competition Act"), the Competition Tribunal in terms of Section 15(2) of the SA
Competition Act or the SA Competition Appeal Court in terms of Section 17 of
the SA Competition Act which is unconditional or which only requires disposal
of (i) Tameng or (ii) other businesses, assets and properties (other than the
Savuka property) with an aggregate value of less than US$50 million;
2.8 receipt of the approvals of Governmental Authorities and third party
consents set forth in Exhibit 1 to this Appendix I;
2.9 other than as set forth in paragraph 2.16 or Exhibit 1 of this Appendix
1, all authorisations, orders, grants, consents, clearances, certificates,
licences, permissions, waivers and approvals necessary to implement the
Transaction having been obtained from any appropriate Governmental Authority
(other than any antitrust or merger control authority) or from any third party
with whom any member of the Company Group has entered into contractual
arrangements (in each case, where the absence of any such authorisation, order,
grant, consent, clearance, certificate, licence, permission, waiver or approval
would have a Company Material Adverse Effect) and such authorisations, orders,
grants, consents, clearances, certificates, licences, permissions, waivers and
approvals remaining in full force and effect and there being no intimation of
any intention to revoke or not renew, or to withdraw, suspend, withhold, modify
or amend any of these (in each case, where such revocation, failure to renew,
withdrawal, suspension, withholding, modification or amendment would have a
Company Material Adverse Effect) and all necessary legal, statutory or
regulatory obligations or court orders or judgements in any jurisdiction in
respect of the Scheme or the Transaction having been complied with (other than
as would not have a Company Material Adverse Effect);
2.10 no Governmental Authority having taken, instituted, implemented or
threatened any action, proceeding, suit, investigation, enquiry, decision or
order that could or might:
(i) require the divestiture by any member of the AngloGold Group or any
member of the Company Group of all or any portion of their respective
businesses, assets or properties other than (A) Tameng or (B) other businesses,
assets and properties (other than the Savuka property) with an aggregate value
of less than US$50 million, or impose any limitation on the ability of any of
them to conduct their respective businesses (or any of them) or to own any of
their respective assets or properties or any part thereof; or
(ii) require, prevent or delay the transfer of any Ashanti Shares to
AngloGold in accordance with the Transaction Agreement;
2.11 Except as set forth in the corresponding section of the Company
Disclosure Schedule (or other section of the Company Disclosure Schedule
referring to Appendix I) or as would not have a Company Material Adverse
Effect, there being no provision of any agreement, arrangement, licence, permit
or other instrument to which any member of the Company Group is a party or by
or under which any of its assets may be bound, entitled or subject, that as a
result of the Transaction could or might result in:
(i) any monies borrowed by, or any other indebtedness or liability
(actual or contingent) of, any member of the Company Group, being repayable or
capable of being declared repayable immediately or earlier than their or its
stated maturity date or repayment date;
(ii) any such agreement, arrangement, licence, permit or other
instrument being breached, terminated or adversely modified or affected, or any
obligation or liability arising thereunder;
(iii)any assets or interests of any member of the Company Group being or
falling to be disposed of or charged or any right arising under which any such
asset or interest could be required to be disposed of or charged, in each case,
otherwise than in the ordinary course of business;
(iv) the creation or enforcement of any mortgage, charge or other
security interest over the whole or any part of the business, property or assets
of any member of the Company Group or any such mortgage, charge or security
interest being enforced;
(v) the rights, liabilities, obligations or interest of any member of
the Company Group in, or the business of any member of the Company Group with,
any person, firm or body (or any arrangement or arrangements relating to any
such interest or business) being terminated, adversely modified or affected;
(vi) the value of any member of the Company Group or its financial or
trading position or prospects being prejudiced or adversely affected;
(vii) any member of the Company Group ceasing to be able to carry on
business under any name under which it currently does so; or
(viii) the creation of any liability, actual or contingent, by any
member of the Company Group;
2.12 AngloGold not having discovered on or after the date of the
Transaction Agreement (and, for purposes of this condition, any matter set
forth in the corresponding section of the Company Disclosure Schedule (or other
section of the Company Disclosure Schedule referring to Appendix I) shall be
deemed to have been previously discovered by AngloGold):
(i) any adverse financial, business or other information in relation to
circumstances existing prior to the date of the Transaction Agreement that has
not been disclosed in any document filed with the SEC to which access is
publicly available or publicly announced through the Regulatory News Service of
the LSE by any member of the Company Group prior to such date and that would
have a Company Material Adverse Effect;
(ii) that any member of the Company Group is subject to any liability
(contingent or otherwise) that has not been disclosed or reflected in the
documents filed by the Company with the GSE, UKLA or SEC prior to the date of
the Transaction Agreement and that would have a Company Material Adverse Effect;
(iii) that any financial, business or other information that has been
disclosed in any document filed with the SEC to which access is publicly
available or publicly announced through the Regulatory News Service of the LSE
by any member of the Company Group prior to the date of the Transaction
Agreement contains any misrepresentation of fact or omits to state a fact
necessary to make the information contained therein complete and not misleading,
and that would have a Company Material Adverse Effect;
(iv) that any member of the Company Group has failed to comply with any and/
or all applicable legislation or regulation, of any jurisdiction with regard to
the disposal, spillage, release, discharge, leak or emission of any waste of
hazardous substance or any substance likely to impair the environment or harm
human health or animal health or otherwise relating to environmental matters, or
that there has otherwise been any such disposal, spillage, release, discharge,
leak or emission by any such member (whether or not the same constituted a
non-compliance by any person with any such legislation or regulations, wherever
the same may have taken place) any of which disposal, spillage, release,
discharge, leak or emission would be likely to give rise to any liability
(actual or contingent) on the part of such member of the Company Group and that
would have a Company Material Adverse Effect; or
(v) that there is any liability (actual or contingent) of any member of the
Company Group to make good, repair, reinstate or clean up any property or any
controlled waters now or previously owned, occupied, operated or made use of or
controlled by such member of the Company Group, under any environmental
legislation, regulation, notice, circular or order of any government,
governmental, quasi-governmental, state or local government, supranational,
statutory or other regulatory body, agency, court, association or any other
person or body in any jurisdiction and that would have a Company Material
Adverse Effect;
2.13 since 31 December 2002 (and other than as disclosed in the accounts
for the year then ended or in any document filed with the SEC to which access is
publicly available or publicly announced through the Regulatory News Service of
the LSE by the Company prior to the date of the Transaction Agreement) there not
having been:
(i) any Company Material Adverse Effect;
(ii) any litigation, arbitration proceedings, prosecution or other legal
proceedings to which any member of the Company Group is a party (whether as a
plaintiff, defendant or otherwise) that, if adversely determined, would have a
Company Material Adverse Effect; or
(iii) any steps taken that are likely to result in the withdrawal,
cancellation, termination or modification of any licence, lease, permit or other
approval held by any member of the Company Group that is necessary for the
proper conduct of its businesses where such withdrawal, cancellation,
termination or modification would have a Company Material Adverse Effect;
2.14 other than as disclosed in any document filed with the SEC to which
access is publicly available or publicly announced through the Regulatory News
Service of the LSE by the Company prior to the date of the Transaction
Agreement, no member of the Company Group having, since 31 December 2002:
(i) issued, authorised or proposed the issue of additional shares of any
class of its share capital, or securities convertible into shares of any class
of its share capital, or rights, warrants or options to subscribe for, or
acquire, any such shares of its share capital or securities convertible into any
shares of its share capital (other than pursuant to the exercise of outstanding
Ashanti Options or Ashanti Warrants) or purchased, redeemed or repaid or
announced any proposal to purchase, redeem or repay any shares of any class of
its share capital or other securities or reduced any part of its share capital;
(ii) recommended, declared, paid or made or proposed to recommend, declare,
pay or make any bonus, dividend or other distribution whether payable in cash or
otherwise (other than between the Company and a Company Subsidiary in the
ordinary course of business consistent with past practice);
(iii) authorised or proposed or announced its intention to propose any
acquisition or disposition of assets or shares for consideration in excess of
US$50 million in the aggregate;
(iv) issued, authorised or proposed the issue of any debentures or, other
than in the ordinary course of business or pursuant to a transaction between the
Company and a wholly-owned Company Subsidiary, incurred or increased any
indebtedness (excluding any increase in indebtedness following a drawdown under
the existing US$200 million revolving credit facility for working capital
purposes) or contingent liability other than contingent liabilities that would
not have a Company Material Adverse Effect;
(v) implemented, effected, proposed, authorised or announced its intention
to effect, any reconstruction, amalgamation, scheme, merger, consolidation,
combination, commitment, change in share or loan capital or other transaction or
arrangement (other than the Scheme or the Transaction or in respect of any
AngloGold Shares issued pursuant to any Company option or Company warrants);
(vi) other than the Service Agreement between Ashanti Capital Limited and Sam
Esson Jonah dated 28 February 2003 and the normal annual salary and other
related increases and extensions in accordance with past remuneration policies,
entered into or materially varied or made any offer to enter into or materially
vary the terms of any agreement, contract, commitment or arrangement to an
extent that is material with any director or executive officer of any member of
the Company Group;
(vii) except as permitted by the other subparagraphs of this paragraph 2.14 and
other than any transaction between the Company and a wholly-owned Company
Subsidiary, entered into or modified, any contract, transaction, arrangement or
commitment (whether in respect of capital expenditures or otherwise) other than
in the ordinary course of business, which in the case of mining capital
expenditures shall be consistent with the life of mine plans of the Company,
copies of which have been provided to AngloGold prior to the date of the
Transaction Agreement;
(viii) other than in respect of any member of the Company Group that is dormant
and was solvent at the relevant time, taken any corporate action or had any
legal proceedings instituted against it for its winding-up, dissolution or
reorganisation or for the appointment of a receiver, administrative receiver,
administrator, trustee or similar officer of all or any material part of its
assets for revenues or any analogous proceedings in any jurisdiction or had any
such person appointed;
(ix) other than pursuant to the Special Resolution, made any alteration to its
Regulations, memorandum or articles of association (or equivalent constitutional
documents in respect of overseas jurisdiction of incorporation) that is material
to such member of the Company Group;
(x) entered into any contract, transaction or arrangement that would be
restrictive on the business of any member of the Company Group, other than in
the ordinary course of business and that would not have a Company Material
Adverse Effect;
(xi) waived or compromised any claim or settled any litigation if such waiver,
compromise or settlement would have a Company Material Adverse Effect; or
(xii) except as permitted by the other subparagraphs of this paragraph 2.14 or
in the ordinary course of business, entered into any contract, commitment,
arrangement or agreement or passed any resolution or made any offer (that
remains open to acceptance) with respect to or announced any intention to, or to
propose to, effect any of the transactions, matters or events referred to in
this condition.
2.15 the execution and delivery by the Government to AngloGold of the
Government Support Deed.
2.16 the receipt of all approvals, consents, derogations, waivers,
confirmations and undertakings in the form requested prior to the date hereof by
AngloGold and Ashanti from the Government Authorities in Ghana in connection
with the Transaction.
For purposes of the conditions in paragraphs 1 and 2, none of the conditions
shall apply to anything done by or in relation to, or having an effect on the
Geita mine and/or Cluff Resources Limited and/or any of its subsidiaries.
For purposes of the conditions in paragraph 2, marked-to-market changes in the
Company's hedge portfolio constituted at the date of the Transaction Agreement,
altered in accordance with the relevant provision of the Transaction Agreement,
that occurred due to changes in general economic and market conditions, will not
be taken into account in determining whether such conditions have been
satisfied.
3. The Transaction will also be conditional upon, and accordingly, the
necessary action to make the Scheme effective will not be taken unless the
following conditions are satisfied or waived by the Company on the basis
described in paragraph 4 below:
3.1 the warranties of AngloGold contained in this Transaction Agreement being
true and correct as of the Confirmation Date as though made on and as of the
Confirmation Date;
3.2 the performance or compliance by AngloGold in all material respects with
covenants required by the Transaction Agreement to be performed or complied with
by AngloGold prior to the Confirmation Date.
4. This paragraph 4 describes the procedure for the waiver of any of the
conditions to the Scheme described in paragraphs 1, 2 and 3 of this Appendix I;
4.1 AngloGold and the Company acting together may waive all or any of the
conditions contained in paragraphs 1.5 and 1.6 and may modify all or any of the
conditions contained in paragraphs 1.1 to 1.4.
4.2 AngloGold reserves the right to waive all or any of the conditions in
paragraph 2.
4.3 The Company reserves the right to waive all or any of the conditions in
paragraph 3.
4.4 If any of the conditions set forth in paragraphs 1.1, 1.3, 2.1, 2.6, 2.7,
2.8 and 2.16 of this Appendix I have not been satisfied or waived in accordance
with this paragraph on or prior to the Advance Meeting, the Company will apply
to the High Court for a postponement of the Court Hearing until such later date
and time as AngloGold and the Company reasonably believe is necessary for all
such remaining conditions to be satisfied or waived.
4.5 The obligations of AngloGold and the Company to consummate the Scheme are
subject to the satisfaction or waiver of all the conditions set forth in this
Appendix I (other than the conditions set forth in paragraphs 1.2, 1.4 and 2.2)
by no later than 10:00 a.m. (Accra time) on the Confirmation Date, it being
understood and agreed that, if a condition has not been satisfied or waived (or
deemed to have been waived under paragraph 4.6) by such date and time, nothing
herein will oblige either party to waive such condition. If any of the
conditions set forth in this Appendix I (other than the conditions set forth in
paragraphs 1.2, 1.4 and 2.2) have not been satisfied or waived (or deemed to
have been waived under paragraph 4.6) by 10:00 a.m. (Accra time) on the
Confirmation Date, the Company must apply to the High Court for a postponement
of the Court Hearing until such later date and time as AngloGold and the Company
reasonably believe that all such remaining conditions will be satisfied or
waived.
4.6 AngloGold agrees that by no later than 10:00 a.m. (Accra time) on the
Confirmation Date, the conditions set forth in paragraphs 2.3, 2.4, 2.5, 2.9 to
2.15 (inclusive) of this Appendix I shall be deemed to have been waived by
AngloGold unless AngloGold shall have earlier terminated the Transaction
Agreement in accordance with the relevant provision set out therein. The Company
agrees that by no later than 10:00 a.m. (Accra time) on the Confirmation Date,
the conditions set forth in paragraphs 3.1 and 3.2 of this Appendix I shall be
deemed to have been waived by the Company unless the Company shall have earlier
terminated the Transaction Agreement in accordance with the relevant provision
set out therein.
4.7 AngloGold will be entitled to delay its waiver of the condition in
paragraph 2.2 until after the High Court has issued the Scheme Order and, for
the avoidance of doubt, the confirmation of the Scheme by the High Court will
not oblige AngloGold to waive the condition in paragraph 2.2, it being
understood and agreed that the Company will not deliver the Scheme Order to the
Registrar of Companies until AngloGold has confirmed its waiver of the condition
set forth in paragraph 2.2 to the Company by written notice.
After the High Court has confirmed the Scheme the only conditions required to be
satisfied or, if permissible, waived before the Transaction can become effective
will be the conditions in paragraphs 1.2(ii), 1.4 and 2.2.
EXHIBIT 1
1. Receipt of all authorisations, orders, grants, consents,
clearances, certificates, licences, permissions, waivers and approvals of
Governmental Authorities (other than antitrust or merger control authorities)
and third parties required to be obtained in Guinea, Tanzania and Zimbabwe to
implement the Transaction (collectively, the "Mining Approvals") that are
identified and with respect to which applications are filed, or requests made,
by AngloGold within 30 days after the date of the Transaction Agreement, it
being understood by the parties that, if any Mining Approval is not identified,
and an application or request made, within such 30-day period, the receipt of
such Mining Approval shall be deemed to be waived by AngloGold.
2. Receipt of all authorisations, orders, grants, consents,
clearances, certificates, licences, permissions, waivers and approvals of
Governmental Authorities (other than antitrust or merger control authorities and
other than Mining Approvals) or third parties required to be obtained to
implement the Transaction (collectively, the "General Approvals") that are
identified and with respect to which applications are filed, or requests made,
by AngloGold within 30 days after the date of the Transaction Agreement, it
being understood by the parties that, if any General Approval is not identified,
and an application or request made, within such 30-day period, the receipt of
such General Approval shall be deemed to be waived by AngloGold for the purpose
of these conditions.
3. Receipt of any required consents under AngloGold's US$600
million unsecured syndicated loan facility dated 27 February 2002 and
AngloGold's US$400 million unsecured syndicated loan facility dated 3 May 2001
to implement the Transaction.
4. Receipt of comfort acceptable to AngloGold (acting reasonably)
that an event of default will not occur under the Company's US$200 million
revolving credit facility dated 28 June, 2002 upon the consummation of the
Transaction.
5. Waiver by the Majority Lenders (as defined under the terms of
the Company's US$200 million revolving credit facility) of (i) the relevant
provisions of the Company's US$200 million revolving credit facility to enable
AngloGold to provide funding to the Company after the Effective Time by way of
subordinated shareholder loans (subordinate to the rights of the syndicate banks
under that facility) and (ii) the provisions requiring completion of a rights
offering.
6 Receipt of any approval of the South African Reserve Bank
required to implement the Transaction and the funding requirements described in
the relevant provision of the Transaction Agreement.
7. Subject to paragraph 2.2 of Appendix 1, any condition to the
Scheme imposed by the High Court.
APPENDIX II
Definitions to Appendix I
"Advance Meeting" a meeting between the parties to the Transaction Agreement and their
respective advisers held at the offices of Shearman & Sterling, 9
Appold Street, London, EC2A 2AP, or such other place as the parties
may agree, on the sixth business day immediately preceding the
scheduled Court Hearing Date for the purpose of confirming the
satisfaction or, if permissible, waiver on or prior to the
Confirmation Date of each of the conditions set forth in Appendix I
(other than the conditions set forth in paragraph 1.2 (ii), 1.4 and
2.2 of Appendix I that shall be satisfied or, if permissible, waived
at the Effective Time)
"affiliate" with respect to any specified person, any other person that, directly
or indirectly through one or more intermediaries, controls, is
controlled by or is under common control with such specified person
"AngloGold" AngloGold Limited, a publicly listed company incorporated under the
laws of the Republic of South Africa
"AngloGold ADSs" AngloGold American Depositary Shares, each of which represents one
AngloGold Share
"AngloGold Group" AngloGold and its subsidiary undertakings, associated undertakings
and any other undertakings in which AngloGold and/or such
undertakings (aggregating their interests) have a significant
interest, and for these purposes "subsidiary undertaking",
"associated undertaking" and "undertaking" have the meanings given by
the Companies Act, other than paragraph 20(1)(b) of Schedule 4A to
the Companies Act which shall be excluded for this purpose, and
"significant interest" means a direct or indirect interest in ten per
cent or more of the equity share capital (as defined in the Companies
Act)
"AngloGold Model" the financial model prepared by AngloGold for purposes of its
valuation analysis of the Company, the Company Subsidiaries and
Geita, taken as a whole, and delivered by AngloGold to the Company on
the date of the Transaction Agreement, containing the data provided
by the Company to AngloGold, as adjusted by AngloGold and assuming a
real gold price of US$340 per ounce and discount rates as set forth
in the schedule below:
Project Discount Rate (per cent.)
Obuasi (cash flows from 2003 to 2009 inclusive) 5.75
Obuasi (cash flows from 2010 to 2018 inclusive) 7.75
Obuasi (cash flows from 2019 onwards) 9.75
Geita 5.50
Iduapriem/ Teberebie 5.75
Bibiani 5.75
Siguiri 5.75
Freda Rebecca 5.75
Other corporate cash flows 5.75
"AngloGold Shares" ordinary shares, par value ZAR0.25 per share, of AngloGold
"Ashanti Option Plan" the AGC Senior Management Option Scheme, as amended from time to
time
"Ashanti the employee stock options issued under the Ashanti Option
Options" Plan
"Ashanti all the issued and outstanding ordinary shares, no par value
Shares" per share, of the Company
"Ashanti Warrant the Deed Poll, dated 2 November 1999, between AWL and the
Deed Poll" Company, as amended from time to time
"Ashanti the warrants issued by AWL pursuant to the Ashanti Warrant Deed
Warrants" Poll
"ASX" the Australian Stock Exchange Limited
"AWL" Ashanti Warrants Limited, a wholly owned subsidiary of the
Company incorporated under the laws of the Cayman Islands
"Company" Ashanti Goldfields Company Limited, a publicly listed company
incorporated under the laws of the Republic of Ghana
"Companies the United Kingdom Companies Act 1985 (as amended)
Act"
"Companies the Ghana Companies Code, 1963 (Act 179), as amended
Code"
"Company the Company Disclosure Schedule attached to the Transaction
Disclosure Agreement, dated the date of the Transaction Agreement,
Schedule" delivered by the Company to AngloGold in connection with the
Transaction Agreement
"Company the Company and its subsidiary undertakings, associated
Group" undertakings and any other undertaking in which the Company and
/or such undertakings (aggregating their interests) have a
significant interest, and for these purposes "subsidiary
undertaking", "associated undertaking" and "undertaking" have
the meanings given by the Companies Act, other than paragraph
20(1)(b) of Schedule 4A to the Companies Act which shall be
excluded for this purpose, and "significant interest" means a
direct or indirect interest in ten per cent or more of the
equity share capital (as defined in the Companies Act)
"Company any event, circumstance, change or effect (not already
Material Adverse reflected in the AngloGold Model) that, individually or
Effect" together with any other event, circumstance, change or effect,
is or would reasonably likely be materially adverse to the
business, financial condition, results of operations, assets or
liabilities of the Company, the Company Subsidiaries and Geita,
taken as a whole, that results (after offsetting any positive
event, circumstance, change or effect not already reflected in
the AngloGold Model) in a decrease in the Net Present Value of
US$75,000,000 or more; provided, however, that, in determining
whether or not a Company Material Adverse Effect has occurred,
changes in general world economic conditions, the price of
gold, gold lease rates, US interest rates and currency exchange
rates shall not be taken into account. For purposes of
determining whether a Company Material Adverse Effect has
occurred, the decrease in the Net Present Value shall be
calculated as the difference between: (i) the Net Present Value
determined by using the AngloGold Model without making any
changes in the data or assumptions contained therein, and (ii)
the Net Present Value determined by using the AngloGold Model
with no changes in the assumptions contained therein and with
such adjustments to the cash flow and other data contained
therein as may be necessary to reflect (a) the adverse events,
circumstances, changes or effects that gave rise to the
asserted Company Material Adverse Effect (not already reflected
in the AngloGold Model) and (b) the positive events,
circumstances, changes or effects (not already reflected in the
AngloGold Model) that shall have occurred after the date of the
Transaction Agreement identified by the Company and taken into
account by AngloGold, acting reasonably, as contemplated by the
relevant provisions of the Transaction Agreement
"Company a subsidiary of the Company
Subsidiary"
"Confirmation the date on which the Scheme Order is issued by the High
Date" Court
"Court the hearing by the High Court of the application to confirm the
Hearing" Scheme at which any member of the Company claiming to be
affected by the Scheme shall be entitled to be represented and
to object
"Court Hearing the first day on which the Court Hearing is held or, if the
Date" Court Hearing is adjourned for any reason, the date on which
the adjourned Court Hearing is held
"Effective the date and time of the delivery by the Company of the Scheme
Time" Order to the Registrar of Companies for registration and
publication in the Gazette
"Exchange Act" the U.S. Securities Exchange Act of 1934, as amended, and the
rules and regulations promulgated thereunder
"Extraordinary the extraordinary general meeting of the members of the Company
General to consider the Special Resolution
Meeting"
"Gazette" the Government Gazette of the Republic of Ghana
"Geita" the Company's interest in Geita Gold Mining Limited
"Government" the Government of the Republic of Ghana
"Government the proposed shareholder support deed agreement between
Support Deed" AngloGold and the Government, in form and substance
satisfactory to AngloGold and the Government, pursuant to which
the Government will agree, among other things, to vote in
favour of the Scheme in its capacity as a shareholder of
Ashanti
"Governmental any national, supranational, state, provincial, local or
Authority" similar government, governmental, regulatory or administrative
authority, self-regulating authority, agency, instrumentality
or commission or any court, tribunal or judicial or arbitral
body
"GSE" the Ghana Stock Exchange
"High Court" the High Court of Ghana
"JSE" the JSE Securities Exchange South Africa
"LSE" the London Stock Exchange plc
"Net Present the value of the Company, the Company Subsidiaries and Geita,
Value" taken as a whole, determined by using the AngloGold Model
"No-Action a "no-action" letter from the Staff of the SEC stating that, by
Letter" reason of the exemption afforded by Section 3(a)(10) of the
Securities Act, the Staff shall not recommend enforcement
action to the SEC with respect to the issuance of AngloGold
Shares without registration in the Scheme
"NYSE" the New York Stock Exchange, Inc.
"person" an individual, corporation, company, partnership, limited
partnership, joint venture, limited liability company,
syndicate, trust, association or other entity or group that
would be deemed to be a person under Section 13(d)(3) of the
Exchange Act
"Record Time" 4:30 p.m., London time, on the business day immediately
preceding the Effective Time
"Registrar of the Registrar of Companies in Ghana appointed in accordance
Companies" with Section 328 of the Companies Code
"Registration a registration statement on Form F-4 (together with any
Statement" amendments or supplements thereto) to register the AngloGold
Shares to be issued pursuant to the Scheme
"Scheme" a scheme of arrangement between the Company and its members
under Section 231 of the Companies Code
"Scheme any meeting of members of the Company convened by order of the
Meeting" High Court pursuant to Section 231(1) of the Companies Code
"Scheme Order" the order of the High Court confirming the Scheme pursuant to
Section 231(4) of the Companies Code
"SEC" the U.S. Securities and Exchange Commission
"Securities the U.S. Securities Act of 1933, as amended (together with the
Act" rules and regulations promulgated thereunder)
"Share Exchange an exchange ratio of 0.26 AngloGold Shares for every Ashanti
Ratio" Share held or an equivalent number of AngloGold ADSs
"Special a special resolution of the members of the Company under
Resolution" Section 22 of the Companies Code to approve the amendment of
the Regulations of the Company, effective as of the Effective
Time, to provide, among other things, that (i) any Ashanti
Shares issued after the Record Time shall, provided the Scheme
has become effective, be immediately transferred to AngloGold
in consideration of and conditional upon the issue of such
whole number of AngloGold Shares (rounded down to the nearest
whole share) equal to the number of Ashanti Shares being
transferred multiplied by the Share Exchange Ratio, and (ii)
the Company shall be converted from a public company to a
private company under the Companies Code
"subsidiary" or with respect to any person, any affiliate controlled by such
"subsidiaries" person, directly or indirectly, through one or more
intermediaries
"Tameng" the Company's equity interest in Tameng Mining and Exploration
(Proprietary) Limited, Registration No. 2001/001602/07
"Transaction" the business combination of AngloGold with Ashanti
"Transaction the transaction agreement entered into between AngloGold and
Agreement" the Company
"UKLA" the U.K. Listing Authority
"UKLA Listing the Listing Rules of the UKLA
Rules"
This information is provided by RNS
The company news service from the London Stock Exchange
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