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Thu 13 Dec 2001, 0:00 Anglogold Highlights Value In Top-up Facility And
ISIN Number   : ZAE000014601
JSE Share Code: ANG
NEWS RELEASE
13 December 2001
ANGLOGOLD HIGHLIGHTS VALUE IN TOP-UP FACILITY AND APPEALS TAKEOVERS PANEL
DECISION
AngloGold has today highlighted the value of its Top-Up Facility to Normandy
Mining shareholders and announced that it intends to appeal yesterday's
decision by the Takeovers Panel.
Attractiveness of Top-Up Facility
AngloGold believes acceptance of its unconditional offer, combined with
subscription to the AngloGold Top-Up Facility, will leave the majority of
Normandy Mining shareholders better off than if they take the risks
associated with Newmont's complex, conditional offer.
Under the AngloGold Top-Up Facility, Normandy shareholders who accept the
AngloGold offer are able to subscribe for up to A$7,500 in AngloGold shares
at a 7.5% discount to market. The potential value inherent in the discount
is approximately A$608 per shareholder.
For an average Normandy retail shareholder who holds 3,000 Normandy shares,
the Top-Up Facility is worth an additional 20 cents per Normandy share. For
such a retail investor this increases the total value of AngloGold's offer
to approximately $1.90 per share, based on AngloGold's closing share price
on the New York Stock Exchange on 12 December 2001. This compares with the
value of Newmont's revised offer of $1.83 per share on the same date. For a
retail shareholder with 1,000 Normandy shares, the discount on the Top-Up
Facility is worth approximately 61 cents per share. Clearly, AngloGold's
offer combined with the value of the Top-Up Facility is superior for an
average retail investor.
The Normandy 2001 Annual Report indicates that there are more than 33,000
shareholders with holdings of less than 5,000 shares, being the approximate
shareholding level at which the value of the
AngloGold offer combined with the Top-Up Facility is better than Newmont's
revised offer.
This indicates that a majority of Normandy  shareholders would be better off
accepting the AngloGold offer with the Top Up Facility rather than the
Newmont revised offer.
AngloGold's offer is open and capable of immediate acceptance.  AngloGold
will commence making payments of consideration on 20 December 2001, which
means that small shareholders can receive payment before Christmas.
This compares with Newmont's complex offer under which payment is not
expected until mid-February at the earliest.
AngloGold to appeal Takeovers Panel decision
AngloGold announced today that it intends to appeal the decision of the
Takeovers Panel in respect of its application relating to the provision of
special benefits by Newmont to Franco Nevada in connection with Newmont's
proposed takeover offer for Normandy.
AngloGold believes it has a strong case to appeal the decision for several
reasons.
The company will argue that equal treatment of shareholders is one of the
fundamental principles of Australian Takeovers law and that it continues to
believe the Newmont arrangements breach these principles.
In its press release the Panel states: "The Panel is not convinced that the
proportion of the value of Franco Nevada, which its shares in Normandy
constitute, is sufficient to assert that acquiring those Normandy shares was
the primary purpose of Newmont's proposed acquisition of Franco Nevada".
AngloGold believes that this assertion is not accurate, particularly given
that:
the lock-up agreement over Franco Nevada's shareholding in Normandy was
expressed by the parties to be an "inducement" to Newmont's proposed
acquisition of Franco Nevada;
Newmont's acquisition of Franco Nevada is conditional upon a successful
acquisition of Normandy; and
there is no "primary purpose" test under Australian Law in applying the
equality principle.
Importantly, the Panel appears to acknowledge that Franco Nevada may have
received an offer of additional benefits not provided to other Normandy
shareholders.
Part of the Panel's decision appears to be based on difficulties it has in
determining the values of different asset classes of Franco Nevada.
AngloGold considers that it may have been appropriate in these circumstances
for the Panel to have obtained advice in respect of these issues from an
independent expert party, such as an international investment bank. This
would have enabled the Panel to
measure the benefits which are not being offered to all Normandy
shareholders under Newmont's proposed takeover offer.
A formal application seeking a review of the decision will be made shortly.
AngloGold continues to assess the possibility of challenging these
arrangements in other jurisdictions, including Canada.
Ends
www.anglogold.com
Queries:
In Australia
Andrea Maxey
+61 8 9425 4604 (tel)
+61 8 9625 4650 fax)
+61 438 001 393 (mobile)
amaxey@anglogold.com.au
Hamish Douglass
Deutsche Bank
+61 2 9258 2039 (tel)
+61 2 9258 2440 (fax)
+61 419 560 349 (mobile)
hamish.douglass@db.com
In South Africa
Shelagh Blackman
+2711 637 6379 (tel)
+2711 637 6399 (fax)
+27 83 308 2471 (mobile)
skblackman@anglogold.com
In Europe
Tomasz Nadrowski
+41 22 718 3312 (tel)
+41 22 718 3335 (fax)
+41 79 345 9774 (mobile)
tnadrowski@anglogold.com
Alex Buck
+44 20 7664 8712 (tel)
+44 20 7664 8711 (fax)
+44 7932 2740 452 (mobile)
abuck@anglogold.com
In the USA
Charles Carter
800 417 9255 toll free
+1 212 750 7999 (tel)
+1 212 750 5626 (fax)
ccarter@anglogold.com



 



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