| Mon 29 Jun 2009, 14:59 | | ANG - AngloGold Ashanti Limited - Anglogold Ashanti Issues Circular Convening |
|
ANG
ANANO
ANG - AngloGold Ashanti Limited - Anglogold Ashanti Issues Circular Convening
General Meeting
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 ISSUES CIRCULAR CONVENING GENERAL MEETING
Introduction
At the annual general meeting held on 15 May 2009, AngloGold Ashanti
shareholders approved a resolution giving authority to the directors of
AngloGold Ashanti to issue convertible bonds. On 19 May 2009, AngloGold
Ashanti announced the successful offering of US$732,500,000 3.5 percent
convertible bonds due 2014, by its wholly-owned subsidiary AngloGold Ashanti
Holdings Finance plc and guaranteed by AngloGold Ashanti to a broad group of
public investors.
Given that the specific terms of the convertible bond are now known, the
directors of AngloGold Ashanti are seeking a specific authority and approval
from shareholders for the directors of the Company to allot and issue up to
15,384,615 ordinary shares of R0.25 each in the authorised but unissued share
capital of the Company at a conversion price of US$47.6126 per AngloGold
Ashanti ADS, subject to adjustment, for purposes of the potential conversion
of the convertible bonds. The specific authority will enable AngloGold Ashanti
to allot and issue AngloGold Ashanti ordinary shares underlying the AngloGold
Ashanti ADSs issuable upon any exercise of conversion rights attached to the
convertible bonds.
Conversion and pricing
Prior to the grant of the specific authority, the convertible bonds are
subject to automatic cash settlement. Thereafter, bonds are convertible at the
discretion of the bondholder, and the Company has, in certain circumstances,
the option to redeem the convertible bonds for cash, or to redeem the
convertible bonds through an issue of AngloGold Ashanti ordinary shares to be
converted into AngloGold Ashanti ADSs or to redeem the convertible bonds
through the issue of a combination of AngloGold Ashanti ordinary shares to be
converted into AngloGold Ashanti ADSs and cash. The discount at which the
AngloGold Ashanti ordinary shares will be issued to the then prevailing share
price is currently unknown.
The initial conversion price is US$47.6126 per AngloGold Ashanti ADS, which
price is at a 37.5 percent premium to the volume weighted average price of an
AngloGold Ashanti ADS trading on the NYSE on 18 May 2009 (the date the
convertible bonds were priced in the market). The conversion price is subject
to adjustment on the occurrence of certain events
Financial effects
The unaudited pro forma financial information of AngloGold Ashanti was
prepared in order to illustrate the effects of the issue and conversion of the
convertible bonds, assuming that the issue and conversion of the convertible
bonds took place on 1 January 2008 for purposes of the income statement and on
31 December 2008 for purposes of the balance sheet. The conversion of the
convertible bonds is at the discretion of the bondholders and there can be no
assurance that any of the convertible bonds will be converted. The
information has been prepared for illustrative purposes only and may not,
because of its nature, give a true picture of the financial position of
AngloGold Ashanti. It does not purport to be indicative of what the financial
results would have been if the conversion of the convertible bonds had
actually occurred at an earlier date. The pro forma financial information is
the responsibility of the directors.
The unaudited pro-forma information as presented below does not include the
effect of the Standard Chartered Bank term facility negotiated by the company
during November 2008 to replace the 2.375 percent guaranteed convertible bond
that matured in February 2009. The interest saving that will arise if the
US$717.5 million net proceeds from the issue of the convertible bonds are
applied to part settle the Standard Chartered Bank term facility will result
in an effective interest rate reduction of 4.5 percent per annum, being the
difference between the effective interest rates of the Standard Chartered Bank
term facility and the convertible bonds. This interest saving was not taken
into account in the pro-forma information presented below, as the facility was
not yet drawn at 31 December 2008.
The pro forma historical financial effects of the issue and conversion of
the convertible bonds are as follows:
For the year ended and as at Before the After %
31 December 2008 (per AngloGold convertible conversion change
Ordinary share) bonds issue of the
convertible
bonds
Net asset value per share (1) US cents 702 870 23.9%
Net tangible asset value per
share (1) US cents 661 830 25.6%
Basic loss per share (
continuing operations)(2) US cents (385) (360) 6.5%
Diluted loss per share (con-
tinuing operations)(3) US cents (385) (360) 6.5%
Headline loss per share(4) US cents (9) (2) 77.8%
Weighted average number of
shares in issue(5) 317,203,948 332,588,563 4.9%
Weighted average diluted number
of shares in issue(5) 317,203,948 332,588,563 4.9%
Number of shares in issue(6) 357,450,351 372,834,966 4.3%
Net debt to net capital employed (7) 27.4% 13.8% (50%)
Notes:
(1) Net asset value per share is computed by dividing total equity by the
number of shares in issue. Net tangible asset value per share is computed by
dividing total equity (excluding intangible assets) by the number of shares in
issue.
(2) Basic loss per share is computed by dividing the loss attributable to
equity shareholders from continuing operations by the weighted average number
of shares in issue.
(3) The diluted loss per share is computed by dividing the loss attributable
to equity shareholders from continuing operations by the weighted average
diluted number of shares in issue. The effect of the diluted loss per share is
anti-dilutive and therefore the diluted loss per share is the same as the
basic loss per share.
(4) Headline loss excludes separately identifiable re-measurements of the
carrying amounts of assets and liabilities after initial recognition from the
calculation of loss per share. Headline loss per share is computed by dividing
headline loss by the weighted average number of shares in issue.
(5) The weighted average number of AngloGold Ashanti ordinary shares in
issue was 312,610,124 ordinary, 4,046,364 E ordinary and 547,460 fully vested
options for the year ended 31 December 2008.
(6) The number of AngloGold Ashanti shares in issue as at 31 December 2008
was 353,483,410 ordinary and 3,966,941 E ordinary shares.
(7) Net debt includes both long-term and short-term debt and is net of cash
and cash equivalents, restricted cash, unamortised portion of the convertible
bond and corporate office lease. Net capital employed is calculated as
shareholders` equity adjusted for other comprehensive income and deferred
taxation, plus minority interests, interest bearing debt, less cash and cash
equivalents.
Posting of circular
A circular, convening a general meeting of shareholders regarding the
granting of the specific authority to be held on Thursday, 30 July 2009 at
10:00 SA time at The Auditorium, 76 Jeppe Street, Newtown, Johannesburg, South
Africa will be posted to shareholders today, Monday, 29 June 2009.
A copy of the circular is available on request from the Company Secretary
at companysecretary@anglogoldashanti.com or on the company`s website on
http://www.anglogoldashanti.co.za/Investor+Info/Corporate+Activity/Convertible
+Bond.htm
This announcement is not an offer of securities for sale in the United
States. Securities may not be sold in the United States unless they are
registered or are exempt from registration. Neither AngloGold Ashanti
Holdings Finance plc nor AngloGold Ashanti Limited has registered or intends
to register any portion of the offering of the convertible bonds in the United
States or to conduct a public offering of the convertible bonds in the United
States.
ENDS
Johannesburg
JSE Sponsor - UBS
29 June 2009
Contacts
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
Sicelo Ntuli (Investors) Tel: +27 (0) 11637 6339
Mobile: +27 (0) 71 608 0991 E-mail sntuli@anglogoldashanti.com
Stewart Bailey (Investors) Tel: +1 646 717 3978
E-mail: sbailey@anglogoldashanti.com
Certain statements made in this communication, including, without limitation,
those concerning AngloGold Ashanti`s strategy to reduce its gold hedging
position including the extent and effects of the reduction, the economic
outlook for the gold mining industry, expectations regarding gold prices,
production, cash 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 of certain
of AngloGold Ashanti`s exploration and production projects and completion of
acquisitions and dispositions, AngloGold Ashanti`s liquidity and capital
resources, and expenditure and the outcome and consequences of any pending
litigation proceedings, contain certain forward-looking statements regarding
AngloGold Ashanti`s operations, economic performance and financial condition.
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, 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 for the year ended
31 December 2008, which was distributed to shareholders on 27 March 2009 and
the company`s annual report on Form 20-F, filed with the Securities and
Exchange Commission in the United States on May 5, 2009. 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. All subsequent
written or oral forward-looking statements attributable to AngloGold Ashanti
or any person acting on its behalf are qualified by the cautionary statements
herein. AngloGold Ashanti posts information that is important to investors on
the main page of its website at www.anglgoldashanti.com and under the
"Investors" tab on the main page. This information is updated regularly.
Investors should visit this website to obtain important information about
AngloGold Ashanti.
Date: 29/06/2009 14:59:01 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.
