| Fri 20 Feb 2004, 9:35 | | ANGLOGOLD LIMITED - GHANAIAN PARLIAMENT APPROVES |
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ANGLOGOLD LIMITED - GHANAIAN PARLIAMENT APPROVES STABILITY AGREEMENT WITH
ANGOLGOLD
AngloGold Limited
Incorporated in the Republic of South Africa
Registration Number: 1944/017354/06)
ISIN Number:ZAE000043485
JSE Share Code: ANG
("AngloGold")
GHANAIAN PARLIAMENT APPROVES STABILITY AGREEMENT WITH ANGLOGOLD
The Ghanaian Parliament has announced its approval of the Stability Agreement
(the "Agreement") between the Government of Ghana (the "Government") and
AngloGold.
Following this approval, AngloGold and the Government have signed the Agreement,
the terms of which remain unchanged from those announced by AngloGold on
12 December 2003. The Agreement has the effect of creating an enabling economic
and fiscal environment for the recapitalisation and further development of
Ashanti"s Ghanaian assets after the merger of AngloGold and Ashanti (the
"Merger").
The implementation of the Agreement remains subject to, among other things:
* the approval by Ashanti shareholders of the scheme of arrangement (the
"Scheme") under section 231 of the Ghana Companies Code (act 179) as
amended, through which the Merger will be implemented;
* the confirmation of the Scheme by the High Court of Ghana (the "High
Court"); and
* the issue of 2,658,000 AngloGold ordinary shares and the payment of US$5
million in cash by AngloGold to the Government upon the implementation of
the Merger.
AngloGold also received the regulatory approvals of the Government that are
required in connection with the Merger.
As soon as possible, Ashanti intends to file an application with the High Court
to convene and set the date for the meeting at which Ashanti shareholders will
consider and vote on the Scheme (the "Scheme Meeting") as well as the date when
the High Court will, following the approval of Ashanti shareholders, hear the
application to confirm the Scheme. Once the dates for the Scheme Meeting and
the hearing to confirm the Scheme have been scheduled, the Scheme documents will
be posted to Ashanti shareholders. Thereafter, having allowed the appropriate
notice period, the Scheme Meeting will be held and, assuming the Scheme is
approved by Ashanti shareholders at the Scheme Meeting, the High Court will hear
the application to confirm the Scheme. AngloGold anticipates that the Scheme
Meeting and the High Court hearing to confirm the Scheme will take place in
early April and that the Merger will be implemented by the end of April.
Commenting on the Parliament"s ratification of the Agreement, AngloGold CEO
Bobby Godsell said: "We are delighted to have the support of the Parliament and
Government of Ghana and we will now press ahead to complete the Merger as soon
as possible."
ends
Johannesburg
20 February 2004
Sponsor:
UBS
Queries:
www.anglogold.com
South Africa Tel: Mobile: E-mail:
Steve Lenahan +27 11 637 6248 +27 83 308 2200 slenahan@anglogold.com
Peta Baldwin +27 11 637 6647 +27 83 273 7858 pbaldwin@anglogold.com
Shelagh Blackman +27 11 637 6379 +27 83 308 2471 skblackman@anglogold.com
United States
Charles Carter Toll free:800 417 9255/+1 212 750 7999 cecarter@anglogold.com
Europe & Asia
Tomasz Nadrowski +1 917 912 4641 tnadrowski@anglogold.com
Australia
Andrea Maxey +61 8 9425 4604 +61 438 001 393 amaxey@anglogold.com.au
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS
Certain statements in this announcement are forward-looking within the meaning
of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended, including without limitation, those
statements concerning (i) timing, fulfillment of conditions, tax treatment and
completion of the Merger, (ii) the value of the transaction consideration, (iii)
expectations regarding production and cost savings at the combined group"s
operations and its operating and financial performance and (iv) synergies and
other benefits anticipated from the Merger. Although AngloGold and Ashanti
believe 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.
For a discussion of important terms of the Merger and important factors and
risks involved in the companies" businesses, which could cause the combined
group"s actual operating and financial results to differ materially from such
forward-looking statements, refer to AngloGold"s and Ashanti"s filings with the
US Securities and Exchange Commission (the "SEC"), including AngloGold"s annual
report on Form 20-F for the year ended 31 December 2002, filed with the SEC on
7 April 2003 and Ashanti"s annual report on Form 20-F for the year ended
31 December 2002, filed with the SEC on 17 June 2003 and any other documents in
respect of the Merger that are furnished to the SEC by AngloGold or Ashanti
under cover of Form 6-K.
Neither AngloGold, Ashanti nor the combined group undertakes any obligation to
publicly update any forward-looking statements discussed in this announcement,
whether as a result of new information, future events or otherwise.
ADDITIONAL INFORMATION
UBS Investment Bank and First Africa Group Holdings (Pty) Limited ("First
Africa") are acting for AngloGold and no one else in connection with the Merger
and will not be responsible to anyone other than AngloGold for providing the
protections afforded to clients of UBS Investment Bank or First Africa or for
providing advice in relation to the Merger.
