| Wed 21 May 2008, 17:16 | | ANG - AngloGold Ashanti Limited - Anglogold Ashant |
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ANG
ANANO
ANG - AngloGold Ashanti Limited - Anglogold Ashanti announces updated terms of
the proposed rights offer and renewal of 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
ANGLOGOLD ASHANTI ANNOUNCES UPDATED TERMS OF THE PROPOSED RIGHTS OFFER AND
RENEWAL OF CAUTIONARY ANNOUNCEMENT
1. Introduction
Shareholders were advised in an AngloGold Ashanti announcement on 6 May 2008
that AngloGold Ashanti intended proceeding, subject to certain conditions, with
an approximate one-for-four renounceable rights offer, which would result in
AngloGold Ashanti issuing approximately 69.4 million ordinary shares in the
capital of AngloGold Ashanti at a minimum share price of ZAR172.00, raising
approximately ZAR11.9 billion (US$1.6 billion based on an exchange rate of
ZAR7.56/US$1 on 5 May 2008).
2. Updated terms of proposed rights offer
AngloGold Ashanti has now finalised the terms of the proposed rights offer
and is seeking to raise approximately ZAR13.48 billion (US$1.77 billion based on
an exchange rate of ZAR7.63/US$1 on 20 May 2008) via a renounceable rights offer
of 69,470,442 new ordinary shares of 25 cents each ("rights offer shares") to
AngloGold Ashanti ordinary and E ordinary shareholders (AngloGold Ashanti
shares") at a subscription price of ZAR194.00 per rights offer share
("subscription price") and in the ratio of 24.6403 rights offer shares for every
100 AngloGold Ashanti shares held ("proposed rights offer").
The subscription price is at a discount of 36.1% to the closing price of
AngloGold Ashanti ordinary shares on 20 May 2008 (being the last practicable
date prior to the finalisation of the subscription price) of ZAR303.79 and at a
discount of 31.2% to the theoretical ex-rights price of an ordinary share of
ZAR281.83 on the same day.
3. 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 at a general meeting to be held on 22 May
2008; and
- the registration of the rights offer circular and other requisite documents
by the Registrar of Companies.
4. Documentation and further announcement
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 and 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.
5. Renewal of 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.
Ends
Johannesburg
21 May 2008
Financial adviser: UBS Limited
Underwriters and bookrunners: Goldman Sachs International and UBS Limited
Underwriter and lead manager: Morgan Stanley & Co. International plc
Underwriter and co-manager: J.P. Morgan Securities Ltd.
South African legal advisers: Taback and Associates (Pty) Limited
United States of America and United Kingdom legal advisers: Shearman &
Sterling LLP
Australian legal advisers: Allens Arthur Robinson
Ghanaian legal advisers: JLD&MB Legal Consultancy
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
Ghanaian sponsoring broker: Merban Stockbrokers Limited
Goldman Sachs International, Morgan Stanley & Co. International plc and J.P.
Morgan Securities Ltd., which are regulated in the United Kingdom by the
Financial Services Authority, are acting for AngloGold Ashanti and no-one else
in connection with the proposed rights offer and will not be responsible to
anyone other than AngloGold Ashanti for providing the protections afforded to
clients of Goldman Sachs International, Morgan Stanley & Co. International plc
and J.P. Morgan Securities Ltd. nor for providing advice in connection with the
proposed rights offer. UBS Limited is acting for AngloGold Ashanti and no-one
else in connection with the proposed rights offer and will not be responsible to
anyone other than AngloGold Ashanti for providing the protections afforded to
clients of UBS Limited nor for providing advice in connection with the proposed
rights offer.
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 proposed 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 proposed rights offer will not be available to
persons who are residents in Japan. The proposed rights offer will also not be
addressed to, or directed at, holders of AngloGold Ashanti GhDSs in Ghana or
holders of AngloGold Ashanti CDIs who are resident outside of Australia.
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 2007, which was filed
with the Securities and Exchange Commission on 19 May 2008 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: 21/05/2008 17:16:06 Produced by the JSE SENS Department.
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