Anglogold Ashanti Limited - Announces That Agreement Reached On Revised Terms
For Subscriptions In Trans-Siberian Gold
Anglogold Ashanti Limited
(formerly AngloGold Limited)
Incorporated in the Republic of South Africa
Registration Number: 1944/017354/06)
ISIN Number:ZAE000043485
JSE Share Code: ANG
(`AngloGold Ashanti/Company`)
AGREEMENT REACHED ON REVISED TERMS FOR SUBSCRIPTION IN TRANS-SIBERIAN GOLD
AngloGold Ashanti Limited (`AGA`) is pleased to report that agreement has
been reached with Trans-Siberian Gold plc (`TSG`) in relation to revised terms
for the second share subscription envisaged in the agreement with AGA dated 30
June 2004, and subsequently amended on 22 December 2004 and 15 April 2005.
A revised subscription price of GBP1.30 per share has been agreed, as
compared to GBP1.494 per share, reflecting the increased capital cost of the
Asacha mine development which is nevertheless projected to provide an acceptable
rate of return for TSG. The subscription is conditional on TSG shareholder
approval. A notice calling an extraordinary general meeting for this purpose
will be posted shortly together with a letter to shareholders on the status of
the Asacha project.
The second subscription was originally conditional, inter alia, on TSG
entering into a binding agreement to implement project financing for Asacha,
however in the December 2004 amendment this condition was removed. Instead, TSG
and AGA agreed that the second subscription would be conditional on revised
implementation and financing plans for the Asacha project being unanimously
approved by the TSG Board and any regulatory filings in the Russian Federation
necessary for the revised implementation plan having been made. These conditions
have now been waived or satisfied. The subscription will remain subject to the
outstanding conditions, such as no material adverse change to the business of
TSG having occurred. These conditions will remain in place until TSG
shareholder approval for the transaction has been obtained.
AGA currently has a 17.5% equity interest in TSG that will increase to 29.9%
upon completion of the second subscription. The second subscription will involve
the issue of 6,131,585 new ordinary shares to AGA for a consideration of
GBP7,971,060.50.
Assuming shareholder approval is obtained the transaction will then be
completed. Following the subscription AGA will continue to have all the rights
contained in the original subscription agreement, including:
- two appointees on TSG`s Board;
- rights of first refusal over the financing of the Veduga project;
- pre-emptive rights to a 51% interest in TSG`s new mining or exploration
projects (subject to certain exceptions); and
- anti-dilution rights in the event of further share issues by TSG.
Furthermore, the three-year technical consultancy agreement effective from
July 2004 continues in force.
Richard Duffy, AngloGold Ashanti`s Executive Officer responsible for Business
Development and a non-executive director of TSG comments: `This second
subscription is a demonstration of AngloGold Ashanti`s continuing commitment to
TSG. We remain optimistic about both Asacha and Veduga and look forward to
continuing our partnership on these and other projects going forward.`
ends
Johannesburg
28 April 2005
Sponsor: UBS
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