| Thu 23 Sep 2010, 12:38 | | ANG - AngloGold Ashanti Limited - Results of Anglogold Ashanti shareholder |
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ANG
ANANO
ANG - AngloGold Ashanti Limited - Results of Anglogold Ashanti shareholder
meeting 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")
Results of Anglogold Ashanti shareholder meeting and renewal of cautionary
announcement
At the annual general meeting held on 7 May 2010, AngloGold Ashanti shareholders
approved with a 94.3% majority, a resolution giving authority to the directors
of AngloGold Ashanti to issue convertible bonds. On 15 September 2010, AngloGold
Ashanti announced the pricing of the US$789,086,750 6.00% mandatory convertible
subordinated bonds due 2013 (the "Mandatory Convertible Bonds") offering (the
"Offering") by its wholly-owned subsidiary AngloGold Ashanti Holdings Finance
plc. Given that the specific terms of the Mandatory
Convertible Bonds were not known at the time of the launch of the Offering, the
directors of AngloGold Ashanti will now seek a specific authority and approval
from shareholders for the directors of AngloGold Ashanti to allot and issue up
to 18,140,000 ordinary shares of R0.25 each in the authorised but unissued share
capital of the Company for purposes of the conversion of the Mandatory
Convertible Bonds. The specific authority will enable AngloGold Ashanti to allot
and issue AngloGold Ashanti ordinary shares underlying the American Depositary
Shares ("ADSs") deliverable upon conversion of the Mandatory Convertible Bonds.
Prior to the grant of the specific authority, upon conversion, the Mandatory
Convertible Bonds are subject to automatic cash settlement. Thereafter, the
automatic cash settlement provisions will cease to apply and the Mandatory
Convertible Bonds will be convertible into AngloGold Ashanti ADSs.
Gross proceeds of US$789,086,750 were raised upon the issue of the Mandatory
Convertible Bonds. The Mandatory Convertible Bonds, subject to the approval of
the specific authority, are initially convertible into a maximum of 18,140,000
AngloGold Ashanti ADSs at the initial price of US$43.50 and are initialy
convertible into a minimum of approximately 14,511,937 AngloGold Ashanti ADSs at
the threshold appreciation price of approximately US$54.375 (representing a
premium of 25% over the initial issue price of US$43.50). This means that,
subject to the approval of the specific authority, should the price of AngloGold
Ashanti ordinary shares increase such that the AngloGold Ashanti ADS price is at
or above US$54.375 at maturity of the Mandatory Convertible Bonds, AngloGold
Ashanti will be required to allot and issue approximately 14,511,937 AngloGold
Ashanti ordinary shares (which would represent the same number of ADSs), which
is 3,628,063 AngloGold Ashanti ordinary shares less than the maximum number of
18,140,000 AngloGold Ashanti ordinary shares for which the approval to allot and
issue is sought under the specific authority. Furthermore, should the price of
AngloGold Ashanti ordinary shares fall such that the AngloGold Ashanti ADS price
is at or below the initial price of US$43.50, AngloGold Ashanti will only be
required to allot and issue a maximum number of 18,140,000 AngloGold Ashanti
ordinary shares (which would represent the same number of ADSs).
A circular, convening a general meeting of shareholders regarding the granting
of the specific authority to be held on Tuesday, 26 October 2010 at 10:00 SA
time at the Auditorium, 76 Jeppe Street, Newtown, Johannesburg, South Africa
will be posted to shareholders today, Thursday 23 September 2010.
Pro forma financial effects of Mandatory Convertible Bonds
The unaudited pro forma financial information of AngloGold Ashanti was prepared
in order to illustrate the effects of the issue and conversion of the Mandatory
Convertible Bonds, assuming that the issue and conversion of the Mandatory
Convertible Bonds took place on 1 January 2010 for purposes of the income
statement and on 30 June 2010 for purposes of the balance sheet. The pro forma
financial information below assumes that the Mandatory Convertible Bonds are
converted for AngloGold Ashanti ADSs at the 0.91954 Conversion Ratio, which is
equivalent to a convertible price of approximately US$54.38 per AngloGold
Ashanti ADS. The information has been prepared for illustrative purposes only
and may not, because of its nature (including the assumption of the initial
price, conversion ratio and conversion price) 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 Mandatory
Convertible Bonds had actually occurred at an earlier date. The pro forma
financial information is the responsibility of the directors.
The pro forma historical financial effects of the issue and conversion of the
Mandatory Convertible Bonds are as follows:
For the six months Before the After Conversion %
ended 30 June 2010 Mandatory of the Mandatory Change
(per AngloGold Convertible Convertible Bonds
Ashanti ordinary Bonds Issue
share)
Net asset value per
Share 1 US cents 809 986 22%
Net tangible asset
value per share 1 US cents 764 942 23%
Basic loss per share
(continuing opera-
tions)2 US cents (8) (15) 88%
Diluted loss per
share (continuing
operations)3 US cents (8) (15) 88%
Headline loss per
share 4 US cents (3) (11) 267%
Weighted average
number of shares
in issue 5 366,961,310 381,473,310 4%
Weighted average
diluted number of
shares in issue 6 366,961,310 381,473,310 4%
Number of shares in
Issue 7 365,758,792 380,270,792 4%
The negative swings in basic loss per share, diluted loss per share and
headline loss per share are primarily due to the realisation of non-hedge
derivatives losses.
Notes:
1. Net asset value per share is computed by dividing total equity of $2,959
million before conversion ($3,748 million after conversion) by the number of
shares in issue being 365,758,792 shares before conversion (380,270,792 shares
after conversion). Net tangible asset value per share is computed by dividing
total equity (excluding intangible assets) of $2,792 million before conversion
($3,581 million after conversion) by the number of shares in issue being
365,758,792 shares before conversion (380,270,792 after conversion).
Basic loss per share is computed by dividing net loss by the weighted average
number of shares in issue.
2. The diluted loss per share is computed by dividing net loss by the weighted
average diluted number of shares in issue.
3. Headline loss removes items of a capital nature 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.
4. The weighted average number of AngloGold Ashanti ordinary shares in issue was
366,961,310 for the six months ended 30 June 2010 and as a result of the
issuance of 14,512,000 AngloGold Ashanti ordinary shares at a price of US$54.38,
the weighted average number of AngloGold Ashanti ordinary shares in issue for
that period would have been 381,473,310.
5. The weighted average diluted number of AngloGold Ashanti ordinary shares in
issue for the six months ended 30 June 2010 does not assume the effect of
971,993 shares issuable upon the exercise of the share incentive options as well
as 15,384,615 shares issuable upon the conversion of the convertible bond issued
in May 2009, as their effects are anti-dilutive.
6. The number of AngloGold Ashanti ordinary shares in issue as at 30 June 2010
was 365,758,792 and, as a result of the issue, the number of AngloGold Ashanti
ordinary shares in issue as at that date would have been 380,270,792.
Renewal of cautionary announcement
The outcome of the shareholder`s meeting may have a material impact on AngloGold
securities. AngloGold Ashanti shareholders are therefore advised to exercise
caution when dealing in AngloGold Ashanti`s securities until a further
announcement is made on the outcome of the shareholders` meeting.
Johannesburg
23 September 2010
JSE Sponsor: UBS
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 in which such offer, solicitation or sale
would be unlawful prior to registration or qualification under the securities
laws of such jurisdiction.
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 positions including the extent and effect of the reduction of its gold
hedging positions; 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 at AngloGold Ashanti`s exploration and production
projects; the completion of announced mergers and acquisitions transactions;
AngloGold Ashanti`s liquidity and capital resources and expenditure; the outcome
and consequences of any pending litigation proceedings; and AngloGold Ashanti`s
Project One performance targets. 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 2009, which was filed with
the Securities and Exchange Commission ("SEC") on 19 April 2010 and amended on
18 May 2010 and the prospectus supplements filed in connection with the Offering
on 15 September 2010. 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.
Contacts
Tel: E-mail:
Alan Fine (Media) +27 11 637 6383 afine@AngloGoldAshanti.com
Joanne Jones (Media) +27 11 637 6813 jjones@AngloGoldAshanti.com
Sicelo Ntuli (Investors) +27 11 637-6339 sntuli@anglogoldashanti.com
Stewart Bailey(Investor) +1 2128364303 sbailey@anglogoldashanti.com
or +27 82 330 9628
Date: 23/09/2010 12:38:01 Produced by the JSE SENS Department.
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