| Tue 27 May 2008, 15:42 | | ANG - Anglogold Ashanti Rights Offer Circular Available On Website |
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ANG
ANANO
ANG - Anglogold Ashanti Rights Offer Circular Available On Website
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 RIGHTS OFFER CIRCULAR AVAILABE ON WEBSITE
Further to the AngloGold Ashanti announcement on the final terms of the rights
offer made on 23 May 2008, the circular providing full details of the rights
offer is now available to persons outside the United States who are not US
Persons on AngloGold Ashanti`s website at www.anglogoldashanti.com. The rights
offer circular will be posted to holders of AngloGold Ashanti ordinary shares
and AngloGold Ashanti E ordinary shares outside the United States recorded in
the register at Friday, 6 June 2008 on or about 9 June 2008.
The rights offer will be made to holders of AngloGold Ashanti ordinary shares in
the United States as well as holders of AngloGold Ashanti American Depositary
Shares ("ADSs") 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 and
U.S. prospectus supplement. The U.S. prospectus supplement was filed with the
U.S. Securities and Exchange Commission today and will be posted to holders of
AngloGold Ashanti ADSs recorded in the register at Tuesday, 3 June 2008 on or
about 5 June 2008 and to holders of AngloGold Ashanti ordinary shares in the
United States recorded in the register at Friday, 6 June 2008 on or about 9 June
2008.
ENDS
Johannesburg
27 May 2008
JSE independent transaction sponsor: The Standard Bank of South Africa Limited
JSE sponsor: UBS South Africa (Pty) 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 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 rights
offer. UBS Limited is acting for AngloGold Ashanti and no-one else in connection
with the 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 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 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 AngloGold Ashanti 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. The 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. The rights attributable to holders of AngloGold
Ashanti shares, GhDSs and CDIs who are excluded from the offer 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
such AngloGold Ashanti securities.
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 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: 27/05/2008 15:42:48 Produced by the JSE SENS Department.
The SENS service is an information dissemination service administered by the
JSE Limited (`JSE`). The JSE does not, whether expressly, tacitly or
implicitly, represent, warrant or in any way guarantee the truth, accuracy or
completeness of the information published on SENS. The JSE, their officers,
employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature,
howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
