| Tue 6 May 2008, 8:01 | | ANG - AngloGold Ashanti - Proposed Rights Offer G |
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ANG
ANANO
ANG - AngloGold Ashanti - Proposed Rights Offer, General Meeting And
Cautionary Announcement
AngloGold Ashanti Limited
Incorporated in the Republic of South Africa
Registration Number: 1944/017354/06)
ISIN Number: ZAE000043485
JSE Share Code: ANG
("AngloGold Ashanti/Company")
This is not an offer for the sale of securities. Not for release or
distribution in or into the United States
PROPOSED RIGHTS OFFER, GENERAL MEETING AND CAUTIONARY ANNOUNCEMENT
1. Introduction
AngloGold Ashanti intends, subject to the conditions precedent set out
in paragraph 5 below, to proceed with an approximate one-for-four
renounceable rights offer, which would result in AngloGold Ashanti issuing
approximately 69.4 million ordinary shares in the share capital of AngloGold
Ashanti ("shares") at a minimum share price of ZAR172, raising gross proceeds
of approximately ZAR11.9 billion (US$1.6 billion based on an exchange rate of
ZAR7.56/US$1 on 5 May 2008) (the "proposed rights offer"). The proposed
rights offer is being fully underwritten, subject to certain conditions, by
Goldman Sachs International, UBS Limited and Morgan Stanley & Co.
International plc (the "underwriters"). The final rights offer price will be
announced at the time of the announcement of the rights offer.
2. Purpose of the rights offer and use of proceeds
The principal purpose of the rights offer is to provide AngloGold
Ashanti with additional financial resources to improve its financial
flexibility. In particular, the net proceeds from the rights offer will
allow AngloGold Ashanti both to significantly restructure and reduce its
existing gold hedging position, which has adversely affected its financial
performance in recent years, while also being able to continue to fund its
principal development projects and exploration growth initiatives. Pending
this use of proceeds, as described in detail below, the net proceeds of the
rights offer may, in the interim, be used by AngloGold Ashanti to reduce its
short-term borrowings and the borrowings outstanding on AngloGold Ashanti`s
revolving credit facility or retained as cash and invested in accordance with
AngloGold Ashanti`s cash management policies.
Reducing AngloGold Ashanti`s gold hedging position
AngloGold Ashanti has traditionally used commodity instruments to
protect a portion of its anticipated gold production against declines in the
market price of gold. However, the use of hedging instruments has prevented
AngloGold Ashanti from fully participating in the significant increase in the
market price for gold in recent years. Since 2001, AngloGold Ashanti has
been reducing its gold hedge commitments through deliveries into maturing
contracts, hedge buy-backs and other restructurings in order to allow for
greater participation in the rising gold price environment. As at
31 December 2007, the total net delta tonnage of AngloGold Ashanti`s hedge
positions was 10.39 million ounces and the total committed hedge position was
11.28 million ounces, an increase of 0.16 million ounces and a reduction of
0.34 million ounces against the 31 December 2006, hedge delta and hedge
committed position, respectively. As at 31 December 2007, the marked-to-
market value of all hedge transactions making up the hedge positions was
negative US$4.27 billion.
As at 31 March 2008, hedging positions of approximately 3.28 million
ounces of hedge delta and 3.66 million ounces of commitments against
AngloGold Ashanti`s gold production will mature in 2008 and 2009. Since the
beginning of 2008, prevailing spot gold prices have been significantly higher
than those prevailing during 2007. If these high prices continue to prevail,
AngloGold Ashanti estimates that, due to its gold hedging arrangements, the
prices it will receive for its gold production during 2008 and 2009 will be
significantly lower than the prevailing spot prices during those years.
AngloGold Ashanti has taken, and continues to take, steps to increase
its participation in the higher prevailing spot prices for gold or that will
allow it to reduce its hedge position as a percentage of its current or
future gold production, including:
- Continuing to deliver into maturing gold hedges or implementing hedge
buy-backs thereby reducing AngloGold Ashanti`s gold hedge position over time.
During the three months ended 31 March 2008, AngloGold Ashanti had reduced
the net delta tonnage of its gold hedge by 1.13 million ounces to 9.26
million ounces by delivering into maturing gold hedges and also effecting
opportunistic hedge buy-backs.
- Acquiring minority interests at its existing mines and pursuing other
merger and acquisition opportunities with a view to increasing AngloGold
Ashanti`s level of gold production and its ore reserves, thereby reducing its
total hedged position as a percentage of its total gold production and ore
reserves. For example, during the fourth quarter of 2007 AngloGold Ashanti
acquired the remaining 15% minority interest in the Iduapriem & Teberebie
(Iduapriem) mine in Ghana. In addition, in January 2008 AngloGold Ashanti
signed a merger agreement with Golden Cycle Gold Corporation which, if the
acquisition is completed, will allow AngloGold Ashanti to continue to
consolidate 100% ownership of the CC&V mine in Colorado.
- Increasing brownfields exploration and development programmes, both in
and around its existing mine sites, with a view to increasing AngloGold
Ashanti`s gold production and ore reserves, thereby reducing its total hedged
position as a percentage of its total ore reserves. Over the past two years,
AngloGold Ashanti`s total ore reserves have increased from 63.3 million
ounces to 73.1 million ounces (net of depletion of some 11.1 million ounces).
As at 31 December 2007, the net delta tonnage of AngloGold Ashanti`s gold
hedge represented approximately 14% of its total ore reserves, or
approximately two years` worth of current annual gold production.
- Continuing to increase its greenfield exploration activities in new
geographical areas. In 2008, the majority of AngloGold Ashanti`s greenfields
exploration expenditure of approximately US$105 million is expected to be
incurred in:
- Colombia, where AngloGold Ashanti has achieved significant
exploration success in the recent past both at its wholly owned properties,
in particular La Colosa where a pre-feasibility study will commence during
2008, as well as at its various joint ventures;
- Australia, where AngloGold Ashanti is completing a pre-feasibility
study at the Tropicana joint venture; and
- the Democratic Republic of Congo in respect of its Mongbwalu
concession.
Given exploration successes at the above greenfields exploration
projects to date, AngloGold Ashanti expects that in the foreseeable future
these exploration projects are likely to add to its ore reserves and medium
to longer term gold production.
- Identified, as part of a recently completed asset review, those
assets which are no longer considered to be consistent with AngloGold
Ashanti`s desired asset profile. AngloGold Ashanti intends to sell or
restructure these assets over approximately the next 15 months. AngloGold
Ashanti expects that the reduced funding requirements of these assets,
together with the proceeds from any asset sales, will further enhance its
financial position and flexibility and may allow further reductions of its
gold hedge position.
Notwithstanding the steps AngloGold Ashanti has taken to date, AngloGold
Ashanti`s gold hedging position has continued to have a significant adverse
affect upon its financial performance. AngloGold Ashanti believes that this
has also negatively affected the market price of its ordinary shares, further
constraining its financial flexibility. In order to address this issue, the
directors have resolved to reduce AngloGold Ashanti`s gold hedging position
significantly. In order to achieve this AngloGold Ashanti intends to procure
early settlement of certain contracts otherwise due to mature in 2009 and
2010 during the course of 2008 in addition to settling contracts already due
to mature in 2008. Given the low committed prices of these contracts,
AngloGold Ashanti expects that if these measures were implemented it would
result in a realisation of previously recognised losses measured by the
difference between the committed price of the contracts and the prevailing
gold price at the time that these contracts are settled. If the restructuring
is implemented as anticipated, the received price for the remainder of 2008
should be approximately US$475 per ounce assuming a gold price of US$900 per
ounce and gold production for the remainder of 2008 of 3.8 million ounces.
AngloGold Ashanti also continues to give consideration to the early
settlement of contracts not currently recorded on its balance sheet (Normal
Purchase Normal Sale Exemption ("NPSE")) by means of physical delivery. Such
early settlement, if it were to occur, would result in a significant adverse
impact on the revenues recorded in the Company`s income statement, as sales
that would have otherwise been executed at the spot gold price will be
replaced with sales based on the contracted prices of such NPSE contracts
that are settled.
In addition to the settlement of certain contracts during 2008 AngloGold
Ashanti also intends to restructure some of the remainder of its hedge book
in order to achieve greater participation in the spot price for gold beyond
2009. The exact nature and extent of the restructuring will depend upon
prevailing and anticipated market conditions at the time, particularly the
prevailing gold price and exchange rates as well as other relevant economic
factors.
If the restructuring is executed as currently anticipated the overall
impact would be to reduce the hedge book to approximately 6.25 million
ounces, which would represent 8.6% of AngloGold Ashanti`s ore reserves as at
31 December 2007. As a result of this reduction the discount to the spot gold
price realised during 2009 is estimated to be approximately 6% and at a
similar level thereafter assuming a gold price of US$900 per ounce.
Funding AngloGold Ashanti`s development projects and exploration
initiatives
In addition to restructuring and reducing its gold hedge position, a
portion of the net proceeds from the rights offer may be applied to the
funding of AngloGold Ashanti`s existing development projects and exploration
initiatives consistent with its strategic objective of pursuing growth
initiatives to enhance its shareholder value.
In 2008, exploration expenditure is budgeted at US$220 million, of which
US$105 million is budgeted to be spent on greenfields exploration and US$115
million is budgeted to be spent on brownfields exploration.
Current key brownfields development initiatives underway in 2008 include:
- Boddington: The Boddington project, which involves mining the basement
reserves beneath the oxide pits, was approved by the directors in March 2006.
The project has a current attributable capital budget of US$735 million
(attributable capital expenditure of US$392 million is budgeted for 2008).
By the end of 2007, overall project progress was approximately 65 percent
complete, with engineering and procurement activities nearing completion and
construction of the treatment plant approximately 32 percent complete. Based
on the current mine plan, mine life is estimated to be more than 20 years,
with attributable life-of-mine gold production expected to be greater than
5.7 million ounces of gold. Production is anticipated to commence at
Boddington in late 2008 or early 2009.
- Mponeng Ventersdorp Contact Reef below 120 level: AngloGold Ashanti
estimates that this project, which entails accessing and exploiting the
Ventersdorp Contact Reef ore reserves at Mponeng below 120 level, will add
2.5 million ounces to production over the life of the project. The cost of
this project is estimated to be US$252 million, of which capital expenditure
of US$35 million is budgeted for 2008. This project was approved by the
directors in February 2007, following which construction began. On-reef
development and thus the start of production is scheduled for 2013 with full
production expected to commence in 2015.
- TauTona Carbon Leader Reef below 120 level: This project, which was
approved in July 2003, entails accessing and exploiting the Carbon Leader
Reef ore reserves at TauTona located below 120 level. Production was planned
to begin in 2009 and AngloGold Ashanti estimated that this project would
produce up to 2.5 million ounces of gold from 2009 to 2019. Total budgeted
capital expenditure for this project was US$172 million, of which US$73
million had been spent by the end 2007. However, this project is currently
under review as it is possible that part of the ore reserves forming this
project could be accessed from the neighbouring Mponeng mine. Capital
expenditure of US$17 million was budgeted for this project for 2008.
- Obuasi Tailings Sulphide Plant: This project, which was approved in
April 2008, entails the construction of a flotation circuit to enable the
treatment of lower grade underground sulphide ore (than is being treated at
the existing Sulphide Treatment Plant that currently treats all ore produced
from underground operations) as well as low grade surface sulphide
stockpilings and tailings. The project is anticipated to produce 702,000
ounces of gold over its life and increase annual gold production at Obuasi by
between 50,000 and 85,000 ounces per annum. Production via this plant is
anticipated to commence in the first half of 2009. Capital expenditure of
US$44 million is budgeted for this project for 2008.
- Iduapriem Plant Expansion: This project, approved in November 2006,
involves the addition and modification of metallurgical treatment and
infrastructure at Iduapriem. These initiatives are being implemented to
increase plant capacity, improve gold recovery and also reduce operating
expenditure. It is estimated that these initiatives will add some 117,000
ounces of production over the life of mine at Iduapriem and increase annual
gold production by some 50,000 ounces (albeit over a shorter life of mine
assuming no further growth in ore reserves at Iduapriem). Capital expenditure
of US$42 million is budgeted for this project for 2008. The project is
expected to be commissioned in the fourth quarter of 2008.
AngloGold Ashanti estimates that the total cost to continue to fund its
existing development projects, including those key projects outlined above,
will be approximately US$1,262 million in 2008.
3. General meeting
A general meeting has been convened to be held at The Auditorium,
76 Jeppe Street, Newtown, Johannesburg, South Africa (the Corporate Office of
AngloGold Ashanti) at 11:00 (South African time) on Thursday, 22 May 2008 at
which general meeting, shareholders will be asked to approve the granting of
a general authority to the directors to allot and issue up to a maximum of an
additional 71 million shares. This authority will enable the directors to
issue the shares required to implement the proposed rights offer.
The authority referred to above is in addition to the general authority
to allot and issue shares, the general authority to issue convertible
securities and the specific authority to allot and issue shares to Golden
Cycle shareholders to implement that transaction, to be proposed at AngloGold
Ashanti`s annual general meeting to be held on 6 May 2008. The general
authorities to allot and issue shares will continue to remain in place until
the next annual general meeting of AngloGold Ashanti to be held in 2009.
4. Shareholder support
Anglo South Africa Capital (Proprietary) Limited ("Anglo American")
currently owns approximately 16.6% of AngloGold Ashanti`s issued ordinary
shares. Anglo American has agreed to vote in favour of the resolution
referred to in paragraph 3 above.
Anglo American has confirmed to AngloGold Ashanti that it will not
offer, sell or allot any shares, or other securities that are convertible
into, or exchangeable for, or represent the right to receive, shares, for a
90-day period from the time AngloGold Ashanti first delivers shares to
subscribers following the exercise of rights by such subscribers.
Allan Gray Limited ("Allan Gray") which currently acts as investment
manager for clients holding approximately 11.2% of AngloGold Ashanti`s issued
ordinary shares, has agreed to vote the shares over which it has voting
rights (approximately 4.9% of AngloGold Ashanti`s issued ordinary shares) in
favour of the resolution referred to in paragraph 3 above and to recommend to
its clients having the voting rights over the remaining shares (approximately
6.3% of AngloGold Ashanti`s issued ordinary shares) to vote in favour of such
resolution. Allan Gray has also agreed to procure that its clients currently
holding approximately 11.2% of AngloGold Ashanti`s issued ordinary shares
will subscribe for their entire entitlement under the proposed rights offer.
The Public Investment Corporation ("PIC") currently owns approximately
8.5% of AngloGold Ashanti`s issued ordinary shares. The PIC has agreed, in
respect of the shares it currently owns and any shares that it may acquire
prior to the general meeting, to vote in favour of the resolution referred to
in paragraph 3 above and to subscribe for its entire entitlement under the
proposed rights offer.
5. Conditions precedent to the proposed rights offer
The conditions precedent to the proposed rights offer as at the date of
this announcement include:
- the granting of a general authority to the directors to allot and issue
up to a maximum of 71 million additional shares in the authorised but
unissued share capital of AngloGold Ashanti;
- the approval of the JSE Limited; and
- the registration of the rights offer circular and other requisite
documents by the Registrar of Companies.
6. Additional information on the proposed rights offer
If the conditions precedent to the proposed rights offer are met, full
details of the rights offer, including the financial effects, will be
provided to shareholders outside of the United States in the rights offer
circular to be posted to shareholders outside of the United States in due
course. In the United States, the proposed rights offer is intended to be
made pursuant to a registration statement on Form F-3 on file with the U.S.
Securities Exchange Commission and the related U.S. prospectus. The U.S.
prospectus will be posted to shareholders and holders of AngloGold Ashanti
American Depositary Shares ("ADSs") in the United States in due course.
If the conditions precedent to the proposed rights offer are met, the
final terms of the rights offer are expected to be announced on or about 23
May 2008. Other key dates in respect of the rights offer are expected to be:
2008
General meeting Thursday, 22 May
Last day to trade in AngloGold Ashanti shares in order to
qualify to participate in the rights offer (cum rights
offer entitlement) on Friday, 30 May
AngloGold Ashanti shares trade ex the rights offer entitle-
ment from commencement of trade on Monday, 2 June
Listing and trading of letters of allocation on JSE from
commencement of trade on Monday, 2 June
Record date for shareholders to participate in the rights
offer on Friday, 6 June
Circular posted and form of instruction issued to certifi-
cated shareholders on Monday, 9 June
Dematerialised shareholders will have their accounts at
their CSDP or broker credited with their entitlement on Monday, 9 June
Certificated shareholders will have their entitlements
created in electronic form and held at Computershare on Monday, 9 June
Rights offer opens at 09:00 on Monday, 9 June
Last day for trading in letters of allocation on JSE in
order to be settled by 17:00 on Friday, 4 July 2008 on Friday, 27 June
Listing and trading of rights offer shares on JSE at 09:00 on Monday, 30 June
Rights offer closes at 12:00 on Friday, 4 July
Forms of instruction including cheques in respect of
certificated shareholders to be lodged by 12:00 on
(see notes 3 and 4) Friday, 4 July
Record date for letters of allocation on Friday, 4 July
Entitlement in respect of the rights offer available on Monday, 7 July
Rights offer shares issued and posted to certificated share-
holders on or about Monday, 7 July
Accounts of dematerialised shareholders updated and credited
at their CSDP or broker on Monday, 7 July
Results of the rights offer and basis of allocation of excess
applications published on SENS on or about Monday, 7 July
Results of the rights offer and basis of allocation of excess
applications published in the South African press on or
about Tuesday, 8 July
Share certificates in respect of excess shares allocated
posted to certificated shareholders on or about Friday, 11 July
Accounts of dematerialised shareholders updated in respect
of excess shares allocated at their CSDP or broker on Friday, 11 July
Notes
1. All times indicated are South African times and are subject to change.
2. Share certificates in respect of AngloGold shares may not be
dematerialised or rematerialised between Monday, 2 June 2008 and
Friday, 6 June 2008, both days inclusive.
3. CSDPs effect delivery on a "delivery against payment method", in respect
of holders of dematerialised AngloGold Ashanti shares.
4. If you are a dematerialised shareholder of AngloGold Ashanti shares, you
are required to notify your duly appointed CSDP or broker of your
acceptance of the rights offer in the manner and time stipulated in
the custody agreement.
7. Documentation
A circular, including the notice convening a general meeting to be held
at 11:00 on Thursday, 22 May 2008 at The Auditorium, 76 Jeppe Street,
Newtown, Johannesburg, South Africa (the Corporate Office of AngloGold
Ashanti) providing further details of the resolution to be put to
shareholders, will be posted on or about 7 May 2008.
If the requisite resolution is approved, a further circular providing
full details of the rights offer will be available from on or about 27 May
2008 and posted to AngloGold shareholders on or about 9 June 2008.
8. Cautionary announcement
The proposed rights offer may have a material effect on AngloGold Ashanti
securities and shareholders are accordingly advised to exercise caution when
dealing in AngloGold Ashanti securities until a further announcement is made.
Johannesburg
6 May 2008
Financial adviser: UBS Limited
Underwriters and bookrunners: Goldman Sachs International and UBS Limited
Underwriter and lead manager: Morgan Stanley & Co. International plc
South African legal advisers: Taback and Associates (Pty) Limited
United States of America and United Kingdom legal advisers: Shearman &
Sterling LLP
Underwriters` South African legal advisers: Bowman Gilfillan Inc.
Underwriters` United States of America legal advisers: Davis Polk &
Wardwell
Reporting accountants and auditors: Ernst & Young Inc
JSE Independent transaction sponsor: The Standard Bank of South Africa
Limited
JSE sponsor: UBS South Africa (Pty) Limited
This announcement shall not constitute an offer to sell or the
solicitation of an offer to buy securities, nor shall there be any sale of
the securities described herein, in any jurisdiction, including the United
States, in which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of such jurisdiction.
The proposed rights offer described in this announcement will only be
addressed to and directed at persons in member states of the European
Economic Area, or EEA, who are "Qualified Investors" within the meaning of
Article 2(1)(e) of the European Parliament and Council Directive 2003/71/EC,
including any measure implementing such Directive in any member state of the
EEA (the "Prospectus Directive"). In addition, in the United Kingdom, the
rights offer will only be addressed to and directed at (1) Qualified
Investors who are investment professionals falling within Article 19(5) of
the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005
(the "Order"), or high net worth entities falling within Article 49(2)(a)-(d)
of the Order or (2) persons to whom it may otherwise lawfully be communicated
(all such persons together being referred to as "Relevant Persons"). The new
shares will only be available to, and any invitation, offer or agreement to
subscribe, purchase or otherwise acquire such securities will be engaged in
only with, (1) in the United Kingdom, Relevant Persons and (2) in any member
state of the EEA other than the United Kingdom, Qualified Investors. In
addition, due to restrictions under securities laws, the rights offer will
not be available to persons who are residents in Japan.
Persons (1) in the United Kingdom who are not Relevant Persons, (2) in any
member state of the EEA other than the United Kingdom, who are not Qualified
Investors are permitted to vote on the resolutions to which this document
refers, however, no such persons shall have any entitlement or the ability to
participate in the rights offer referred to in this document following its
approval by resolution at AngloGold Ashanti`s general meeting.
The proposed rights offer described in this announcement will only be
addressed to and directed at persons in Ghana who hold shares. The rights
attributable to holders of AngloGold Ashanti GhDSs will, if a premium can be
obtained over the expenses of such sale, be sold on the JSE as soon as
practicable and such proceeds will then be remitted to the holders of
AngloGold Ashanti GhDSs.
AngloGold Ashanti has filed a registration statement in the United States
under the Securities Act of 1933, as amended, in connection with the offer
and sale of the securities described herein and intends to register the
securities described herein for offer and sale in the United States. Any
public offering of securities to be made in the United States will be made by
means of a prospectus and a related prospectus supplement that form part of
this registration statement and that will contain detailed information about
AngloGold Ashanti and its management, as well as financial statements. Such
prospectus may be obtained from AngloGold Ashanti at 76 Jeppe Street,
Newtown, Johannesburg, South Africa.
This announcement includes "forward-looking information" within the
meaning of Section 27A of the Securities Act, and Section 21E of the
Securities Exchange Act of 1934, as amended. All statements other than
statements of historical fact are, or may be deemed to be, forward-looking
statements, including, without limitation those concerning: AngloGold
Ashanti`s strategy to reduce its gold hedging position, including the extent
and effect of the reduction; the economic outlook for the gold mining
industry; expectations regarding gold prices, production, costs and other
operating results; growth prospects and outlook of AngloGold Ashanti`s
operations, individually or in the aggregate, including the completion and
commencement of commercial operations at AngloGold Ashanti`s exploration and
production projects and the completion of acquisitions and dispositions;
AngloGold Ashanti`s liquidity and capital resources and expenditure; and the
outcome and consequences of any pending litigation proceedings. These
forward-looking statements are not based on historical facts, but rather
reflect AngloGold Ashanti`s current expectations concerning future results
and events and generally may be identified by the use of forward-looking
words or phrases such as "believe", "aim", "expect", "anticipate", "intend",
"foresee", "forecast", "likely", "should", "planned", "may", "estimated",
"potential" or other similar words and phrases. Similarly, statements that
describe AngloGold Ashanti`s objectives, plans or goals are or may be forward-
looking statements.
These forward-looking statements involve known and unknown risks,
uncertainties and other factors that may cause the AngloGold Ashanti`s actual
results, performance or achievements to differ materially from the
anticipated results, performance or achievements expressed or implied by
these forward-looking statements. Although AngloGold Ashanti believes that
the expectations reflected in these forward-looking statements are
reasonable, no assurance can be given that such expectations will prove to
have been correct.
For a discussion of such risk factors, shareholders should refer to the
annual report on Form 20-F for the year ended 31 December 2006, which was
filed with the Securities and Exchange Commission on 9 July 2007 and, when
available, the rights offer circular. These factors are not necessarily all
of the important factors that could cause AngloGold Ashanti`s actual results
to differ materially from those expressed in any forward-looking statements.
Other unknown or unpredictable factors could also have material adverse
effects on future results.
In connection with the proposed rights offer, the underwriters (or persons
acting on behalf of any underwriters) may engage in trading activities for
the sole purpose of hedging their commitments under the underwriting
agreement between AngloGold Ashanti and the underwriters. Such activity may
include purchases and sales of securities of AngloGold Ashanti (including
shares, ADSs, share rights and ADS rights, and derivatives related thereto)
and related or other securities and instruments, short sales of AngloGold
Ashanti securities, purchases in the open market to cover positions created
by short sales, and the purchase and sale of over-the-counter derivatives and
listed options and futures transactions. As a result of such activities, the
price of such securities may be lower or higher than the price that might
otherwise exist in the absence of such activities. If these activities are
commenced, they may be discontinued at any time at the sole discretion of the
underwriters and without notice.
Queries
South Africa Tel: Mobile: E-mail:
Charles Carter (Investor Relations) Tel: +27 (0) 11 637-6385 Mobile:+27 (0)
82 330 5373 E-mail:cecarter@AngloGoldAshanti.com
Himesh Persotam (Investor Relations) Tel: +27 (0) 11 637-6647 Mobile: +27
(0) 82 339 3890 E-mail hpersotam@AngloGoldAshanti.com
Alan Fine (Media) Tel: +27 (0) 11 637-6383 Mobile:+27 (0) 83 250 0757 E-
mail afine@AngloGoldAshanti.com
Joanne Jones (Media) Tel: +27 (0) 11 637- 6813 Mobile:+27 (0) 82 896 0306
E-mail jjones@AngloGoldAshanti.com
North America
Dan Gagnier (Sard Verbinnen & Co) Tel: +1-212-687-8080 Mobile:+1 646-342-
8087 E-mail dgagnier@sardverb.com
UK and Europe
Rachel Hirst (Hogarth Partnership Ltd) Tel: +44-207-357 9477 E-mail:
rhirst@hogarthpr.co.uk
Nick Denton (Hogarth Partnership Ltd) Tel: +44-207-357 9477 E-mail:
ndenton@hogarthpr.co.uk
This announcement shall not constitute an offer to sell or the
solicitation of an offer to buy securities, nor shall there be any sale of
the securities described herein, in any jurisdiction, including the United
States, in which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of such jurisdiction.
The proposed rights offer described in this announcement will only be
addressed to and directed at persons in member states of the European
Economic Area, or EEA, who are "Qualified Investors" within the meaning of
Article 2(1)(e) of the European Parliament and Council Directive 2003/71/EC,
including any measure implementing such Directive in any member state of the
EEA (the "Prospectus Directive"). In addition, in the United Kingdom, the
rights offer will only be addressed to and directed at (1) Qualified
Investors who are investment professionals falling within Article 19(5) of
the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005
(the "Order"), or high net worth entities falling within Article 49(2)(a)-(d)
of the Order or (2) persons to whom it may otherwise lawfully be communicated
(all such persons together being referred to as "Relevant Persons"). The new
shares will only be available to, and any invitation, offer or agreement to
subscribe, purchase or otherwise acquire such securities will be engaged in
only with, (1) in the United Kingdom, Relevant Persons and (2) in any member
state of the EEA other than the United Kingdom, Qualified Investors. In
addition, due to restrictions under securities laws, the rights offer will
not be available to persons who are residents in Japan.
Persons (1) in the United Kingdom who are not Relevant Persons, (2) in any
member state of the EEA other than the United Kingdom, who are not Qualified
Investors are permitted to vote on the resolutions to which this document
refers, however, no such persons shall have any entitlement or the ability to
participate in the rights offer referred to in this document following its
approval by resolution at AngloGold Ashanti`s general meeting.
The proposed rights offer described in this announcement will only be
addressed to and directed at persons in Ghana who hold shares. The rights
attributable to holders of AngloGold Ashanti GhDSs will, if a premium can be
obtained over the expenses of such sale, be sold on the JSE as soon as
practicable and such proceeds will then be remitted to the holders of
AngloGold Ashanti GhDSs.
AngloGold Ashanti has filed a registration statement in the United States
under the Securities Act of 1933, as amended, in connection with the offer
and sale of the securities described herein and intends to register the
securities described herein for offer and sale in the United States. Any
public offering of securities to be made in the United States will be made by
means of a prospectus and a related prospectus supplement that form part of
this registration statement and that will contain detailed information about
AngloGold Ashanti and its management, as well as financial statements. Such
prospectus may be obtained from AngloGold Ashanti at 76 Jeppe Street,
Newtown, Johannesburg, South Africa.
This announcement includes "forward-looking information" within the
meaning of Section 27A of the Securities Act, and Section 21E of the
Securities Exchange Act of 1934, as amended. All statements other than
statements of historical fact are, or may be deemed to be, forward-looking
statements, including, without limitation those concerning: AngloGold
Ashanti`s strategy to reduce its gold hedging position, including the extent
and effect of the reduction; the economic outlook for the gold mining
industry; expectations regarding gold prices, production, costs and other
operating results; growth prospects and outlook of AngloGold Ashanti`s
operations, individually or in the aggregate, including the completion and
commencement of commercial operations at AngloGold Ashanti`s exploration and
production projects and the completion of acquisitions and dispositions;
AngloGold Ashanti`s liquidity and capital resources and expenditure; and the
outcome and consequences of any pending litigation proceedings. These
forward-looking statements are not based on historical facts, but rather
reflect AngloGold Ashanti`s current expectations concerning future results
and events and generally may be identified by the use of forward-looking
words or phrases such as "believe", "aim", "expect", "anticipate", "intend",
"foresee", "forecast", "likely", "should", "planned", "may", "estimated",
"potential" or other similar words and phrases. Similarly, statements that
describe AngloGold Ashanti`s objectives, plans or goals are or may be forward-
looking statements.
These forward-looking statements involve known and unknown risks,
uncertainties and other factors that may cause the AngloGold Ashanti`s actual
results, performance or achievements to differ materially from the
anticipated results, performance or achievements expressed or implied by
these forward-looking statements. Although AngloGold Ashanti believes that
the expectations reflected in these forward-looking statements are
reasonable, no assurance can be given that such expectations will prove to
have been correct.
For a discussion of such risk factors, shareholders should refer to the
annual report on Form 20-F for the year ended 31 December 2006, which was
filed with the Securities and Exchange Commission on 9 July 2007 and, when
available, the rights offer circular. These factors are not necessarily all
of the important factors that could cause AngloGold Ashanti`s actual results
to differ materially from those expressed in any forward-looking statements.
Other unknown or unpredictable factors could also have material adverse
effects on future results.
In connection with the proposed rights offer, the underwriters (or persons
acting on behalf of any underwriters) may engage in trading activities for
the sole purpose of hedging their commitments under the underwriting
agreement between AngloGold Ashanti and the underwriters. Such activity may
include purchases and sales of securities of AngloGold Ashanti (including
shares, ADSs, share rights and ADS rights, and derivatives related thereto)
and related or other securities and instruments, short sales of AngloGold
Ashanti securities, purchases in the open market to cover positions created
by short sales, and the purchase and sale of over-the-counter derivatives and
listed options and futures transactions. As a result of such activities, the
price of such securities may be lower or higher than the price that might
otherwise exist in the absence of such activities. If these activities are
commenced, they may be discontinued at any time at the sole discretion of the
underwriters and without notice.
Date: 06/05/2008 08:01:03 Produced by the JSE SENS Department.
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indirect, incidental or consequential loss or damage of any kind or nature,
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information disseminated through SENS.
