| Fri 30 May 2008, 8:00 | | ANG - Anglogold Ashanti - Amends merger agreement to acquire 100% of Golden |
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ANG
ANANO
ANG - Anglogold Ashanti - Amends merger agreement to acquire 100% of Golden
Cycle Gold Corporation and files registration statement with the Securities
Exchange Commission
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")
ANGLOGOLD ASHANTI AMENDS MERGER AGREEMENT TO ACQUIRE 100% OF GOLDEN CYCLE GOLD
CORPORATION and FILES REGISTRATION STATEMENT WITH THE SECURITIES EXCHANGE
COMMISSION
Further to the announcement of 14 January 2008 related to the proposed
acquisition by AngloGold Ashanti of 100% of Golden Cycle Gold Corporation ("the
Transaction"), AngloGold Ashanti is pleased to announce that the agreement
regulating the implementation of the Transaction ("the Merger Agreement") has
been amended and the registration statement on Form F-4 ("the Registration
Statement") as required to register the AngloGold Ashanti American Depositary
Shares ("AngloGold Ashanti ADSs") to be issued to holders of common stock in,
and options to acquire common stock in, Golden Cycle Gold Corporation ("GCGC")
has been updated and filed with the United States Securities and Exchange
Commission ("SEC"). Upon consummation of the Transaction, an aggregate of
3,233,633 AngloGold Ashanti ADSs will be issued to GCGC shareholders and option
holders.
The principal amendments to the Merger Agreement, as reflected in the updated
Registration Statement, are as follows:
the consideration that GCGC shareholders will receive in the Transaction has
been adjusted from 0.29 AngloGold Ashanti ADSs to 0.3123 AngloGold Ashanti ADSs
per share of GCGC`s common stock to take account of the AngloGold Ashanti rights
offering ("the rights offering"), the final terms of which were announced on 23
May 2008, so as to place holders of GCGC common stock in the same economic
position after the rights offering as they were before the rights offering
(holders of GCGC common stock will not participate in the rights offering as
they will not be registered holders of AngloGold Ashanti ADSs by the record date
of the rights offering);
the treatment of options to acquire shares of GCGC common stock has been
changed. Under the terms of the Merger Agreement as originally executed on 11
January 2008 it was intended that options to acquire shares of GCGC common stock
would be converted into options to acquire AngloGold Ashanti ADSs under
AngloGold Ashanti`s various employee share incentive schemes. Subsequently it
has been determined that this will not be possible under the rules of these
schemes. Therefore, a cashless exercise for the options to purchase GCGC common
stock (determined using a Black Scholes calculation and to be settled by the
issue of AngloGold Ashanti ADSs) has been agreed; and.
the unpaid costs and expenses to GCGC as a condition to closing the Transaction
has been increased from US$200,000 to US$275,000.
The special meeting of GCGC shareholders, to consider, and vote upon,
resolutions required to be approved to implement the Transaction, is planned to
be convened upon 30 June 2008. Should GCGC shareholders approve these
resolutions at the special meeting, the Transaction will then be implemented.
ENDS
29 May 2008
JOHANNESBURG
JSE SPONSOR - UBS
Legal Advisers
Davis Graham & Stubbs LLP
Shearman & Sterling LLP
Queries
South Africa
Alan Fine
Tel: +27 (0) 11 637 6383
Mobile: +27 (0) 83 350 0757
E-mail: afine@AngloGoldAshanti.com
Himesh Persotam
Tel: +27 (0) 11 637 6647
Mobile: +27 (0) 82 339 3890
E-mail: hpersotam@AngloGoldAshanti.com
Certain statements made in this communication, including, without limitation,
those concerning development of the CC&V mine, the economic outlook in the gold
mining industry, expectations regarding gold prices and production, growth
prospects and outlook of CC&V, synergies and other benefits anticipated from
this investment and the timing of the completion of the proxy
statement/prospectus, contain certain forward-looking statements regarding the
proposed merger transaction involving AngloGold Ashanti Limited ("AngloGold
Ashanti") and Golden Cycle Gold Corporation ("GCGC"). Although AngloGold Ashanti
believes 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. Accordingly, results could differ materially from those set out in
the forward-looking statements as a result of, among other factors, receipt of
necessary regulatory approvals, changes in economic and market conditions,
success of business and operating initiatives, changes in the regulatory
environment and other government actions, fluctuations in gold prices and
exchange rates, and business and operational risk management. For a discussion
of such factors, refer to AngloGold Ashanti`s annual report on Form 20-F for the
year ended 31 December 2007, which was filed with the SEC on 19 May 2008. 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
an forward-looking statements. Other unknown or unpredictable factors could also
have material adverse effects on future results. AngloGold Ashanti undertakes no
obligation to update publicly or release any revisions to these forward-looking
statements to reflect events or circumstances after today`s date or to reflect
the occurrence of unanticipated events.
This communication is being made in respect of the proposed merger transaction
involving AngloGold Ashanti and GCGC. In connection with the proposed
transaction, AngloGold Ashanti has filed with the SEC a Registration Statement
on Form F-4 and GCGC will mail a proxy statement/prospectus to its stockholders,
and each will be filing other documents regarding the proposed transaction with
the SEC as well. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS ARE
URGED TO READ THE PROXY STATEMENT/PROSPECTUS REGARDING THE PROPOSED TRANSACTION
AND ANY OTHER RELEVANT DOCUMENTS CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. The
final proxy statement/prospectus will be mailed to GCGC`s stockholders.
Stockholders will be able to obtain a free copy of the proxy
statement/prospectus, as well as other filings containing information about
AngloGold Ashanti and GCGC, without charge, at the SEC`s Internet site
(http://www.sec.gov). Copies of the proxy statement/prospectus and the filings
with the SEC that will be incorporated by reference in the proxy
statement/prospectus can also be obtained, without charge, by directing a
request to AngloGold Ashanti, 76 Jeppe Street, Newtown, 2001 PO Box 62117
Marshalltown 2107 Johannesburg 2001 T3 00000 South Africa, Attention: Investor
Relations, +27 11 637 6385, or to Golden Cycle Gold Corporation, 1515 S. Tejon,
Suite 201, Colorado Springs, CO 80906, Attention: Chief Executive Officer, (719)
471-9013.
AngloGold Ashanti, GCGC and their respective directors and executive officers
and other persons may be deemed to be participants in the solicitation of
proxies in respect of the proposed transaction. Information regarding AngloGold
Ashanti`s directors and executive officers is available in AngloGold Ashanti`s
Form 20-F and AngloGold Ashanti`s 2007 Annual Report on Form 6-K, and
information regarding GCGC`s directors and executive officers is available in
GCGC`s proxy statement for its 2007 annual meeting of stockholders and GCGC`s
2007 Annual Report on Form 10-K. Other information regarding the participants in
the proxy solicitation and a description of their direct and indirect interests,
by security holdings or otherwise, will be contained in the proxy
statement/prospectus and other relevant materials to be filed with the SEC when
they become available.
This communication shall not constitute an offer to sell or the solicitation of
an offer to buy any securities, nor shall there be any sale of securities in any
jurisdiction in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such
jurisdiction. This communication is not an offer of securities for sale into the
United States. No offering of securities shall be made in the United States
except pursuant to registration under the US Securities Act of 1933, as amended,
or an exemption therefrom.
Date: 30/05/2008 08:00:04 Produced by the JSE SENS Department.
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