| Fri 20 Feb 2004, 11:16 | | Anglogold Announces Pricing Of Convertible Bonds |
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AngloGold Limited - Anglogold Announces Pricing Of An Offering Of Convertible
Bonds
AngloGold Limited
Incorporated in the Republic of South Africa
Registration Number: 1944/017354/06)
ISIN Number:ZAE000043485
JSE Share Code: ANG
("AngloGold")
This announcement may not be published, distributed or diffused in the United
States of America. See the important notice at the end of this announcement.
ANGLOGOLD LIMITED ANNOUNCES THE PRICING OF AN OFFERING OF US$900,000,000
2.375 PER CENT CONVERTIBLE BONDS DUE 2009 (SUBJECT TO INCREASE BY UP TO
US$100,000,000 PURSUANT TO AN OPTION) BY ITS SUBSIDIARY, ANGLOGOLD HOLDINGS PLC,
GUARANTEED BY ANGLOGOLD LIMITED.
AngloGold Limited ("AngloGold") today announced the final terms of an
offering of US$900,000,000 (subject to increase by up to US$100,000,000 pursuant
to an option) 2.375 per cent convertible bonds due 2009 (the "Bonds") by its
wholly-owned subsidiary, AngloGold Holdings plc (the "Issuer"). The Bonds are
guaranteed by AngloGold.
The Bonds will be convertible into American Depositary Shares ("ADSs") of
AngloGold, with each ADS currently representing one ordinary share of AngloGold.
Conversion in full of the Bonds (at the initial conversion price of US$65, and
without taking the option into account) will result in the issuance of
approximately 13.8 million ADSs. The proceeds of the offering of the Bonds will
be used to repay outstanding indebtedness, to pay transaction costs relating to
the proposed merger with Ashanti Goldfields Company Limited and for general
corporate purposes.
The closing and settlement date of the offering is expected to occur on or
about 27 February 2004. The conversion premium to the reference volume weighted
average price of the ADSs on the NYSE of US$40.625 was 60 per cent.
The effects of the issue of the Bonds upon AngloGold (in the form of
unaudited pro forma financial information) may be summarised as follows:
For the year ended Before the After
and as at 31 December 2003 Convertible Bonds the Convertible Bonds(1)
Net asset value per share(2) 730 US cents 763 US cents
Net tangible asset value per
share(2) 545 US cents 578 US cents
Cash operating profit per
share(3) 355 US cents 355 US cents
Basic earnings per share(4) 140 US cents 129 US cents
Diluted earnings per share(5) 139 US cents 129 US cents
Headline earnings per share(6) 143 US cents 132 US cents
Adjusted headline earnings per
share(7) 127 US cents 116 US cents
Weighted average number of shares
in issue(8) 222,836,574 222,836,574
Weighted average diluted number of
shares in issue(9) 223,717,575 237,563,729
Number of shares in issue 223,136,342 223,136,342
Net debt to net capital employed(10) 19.9% 17.7%
Notes:
(1) It is assumed for the purposes of the above calculations that the
convertible bonds of US$900,000,000 will be issued (excluding the exercise of
the US$100,000,000 option).
(2) Net asset value per share is computed by dividing shareholders" equity by
the number of shares in issue. Net tangible asset value per share is computed
by dividing shareholders" equity (excluding goodwill) by the number of shares in
issue.
(3) The cash operating profit per share computation has been based on the
weighted average number of shares in issue.
(4) Basic earnings per share is computed by dividing net profit by the
weighted average number of shares in issue.
(5) The diluted earnings per share is computed by dividing net profit by the
weighted average diluted number of shares in issue. The financial effects of the
offering of the Bonds are anti-dilutive and accordingly dilutive earnings per
share is equal to the basic earnings per share as calculated on the weighted
average diluted number of shares.
(6) Headline earnings removes items of a capital nature from the calculation
of earnings per share. Headline earnings per share is computed by dividing
headline earnings by the weighted average number of shares in issue.
(7) Adjusted headline earnings per share is computed by dividing adjusted
headline earnings by the weighted average number of shares in issue. Adjusted
headline earnings is headline earnings adjusted for unrealised non-hedge
derivatives.
(8) The weighted average number of shares in issue was 222,836,574 for the
year ended 31 December 2003 and it is assumed that the bondholders will not
convert the options before the maturity date and no additional shares are
issued.
(9) The weighted average diluted number of shares in issue was 223,717,575 for
the year ended 31 December 2003. Based on a price of US$65 per share,
13,846,154 shares may be issued if the Bonds are converted to shares and as a
result, the weighted average diluted number of new shares in issue for that
period would have been 237,563,729.
(10) Net debt includes both long-term and short-term debt and is net of cash.
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.
An opinion as to the fairness and reasonableness of the offering to AngloGold
shareholders has been prepared, at the request and in accordance with the
Listings Requirements of the JSE Securities Exchange South Africa by Standard
Corporate and Merchant Bank, a division of The Standard Bank of South Africa
Limited. Standard Corporate and Merchant Bank is of the opinion that the terms
and conditions of the issue of the Bonds are fair and reasonable to AngloGold
shareholders. A copy of their opinion will be available for inspection by the
shareholders of AngloGold at the offices of AngloGold for a period of 28 days
from the date of this announcement.
AngloGold and the Issuer have agreed to a lock up period in respect of the
ordinary shares of AngloGold for a period of 90 days after the closing date of
the offering (both dates inclusive), subject to certain exceptions, including in
relation to the ordinary shares of AngloGold to be issued to implement the
proposed merger with Ashanti.
The Bonds will be sold outside the United States in reliance upon Regulation
S under the US Securities Act of 1933, as amended (the "Securities Act") and
will be sold in the United States to qualified institutional buyers in reliance
on Rule 144A under the Securities Act. Citigroup and Deutsche Bank are acting
as Joint Lead Managers. Dresdner Kleinwort Wasserstein is acting as financial
advisor to AngloGold.
Application has been made to the UK Listing Authority for the Bonds to be
admitted to the Official List and to the London Stock Exchange plc for the Bonds
to be admitted to trading on the London Stock Exchange plc"s market for listed
securities.
This announcement may not be published, distributed or diffused in the United
States of America (including its territories and possessions, every State in the
United States and the District of Columbia). This announcement does not
constitute an extension into the United States of the offer mentioned in this
announcement, nor does this announcement constitute nor form part of an offer to
sell securities or the solicitation of an offer to buy securities in the United
States. The securities mentioned in this press release have not been and will
not be registered under the Securities Act and may not be offered or sold in the
United States absent registration or exemption from registration under the
Securities Act. There will not be any public offering in the United States.
STABILISATION/FSA
This communication is for distribution only to persons in the United Kingdom
who: (i) have professional experience in matters relating to investments or (ii)
are persons falling within Article 49(2)(a) to (d) ("high net worth companies,
unincorporated associations etc.") of The Financial Services and Markets Act
2000 (Financial Promotion) Order 2001 (as amended) or to whom it may otherwise
lawfully be passed on (all such persons together being referred to as "relevant
persons"). This communication is directed only at relevant persons and must not
be acted on or relied on by persons who are not relevant persons. Any
investment or investment activity to which this communication relates is
available only to relevant persons and will be engaged in only with relevant
persons.
Dresdner Kleinwort Wasserstein Limited, which is authorised and regulated by
the Financial Services Authority, is acting as financial advisor to AngloGold
Limited and for no-one else in connection with this transaction and will not be
responsible to anyone other than AngloGold Limited for providing the protections
afforded to customers of Dresdner Kleinwort Wasserstein Limited, or for
affording advice in relation to the contents of this announcement or any matters
referred to herein.
Johannesburg
JSE Sponsor: UBS
Date: 20/02/2004 11:09:57 AM Produced by the JSE SENS Department
