| Fri 24 Mar 2006, 7:15 | | Anglogold Ashanti Files Shelf Registration Stateme |
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ANG
ANANO
Anglogold Ashanti Files Shelf Registration Statement And Announces Combined
Equity Offering
NOT FOR RELEASE IN THE UNITED STATES
AngloGold Ashanti Limited
(Incorporated in the Republic of South Africa)
(Reg. No. 1944/017354/06)
ISIN Number: ZAE000043485
JSE Share Code: ANG
NYSE Ticker: AU
ANGLOGOLD ASHANTI FILES SHELF REGISTRATION STATEMENT AND ANNOUNCES COMBINED
EQUITY OFFERING
AngloGold Ashanti Limited ("AngloGold Ashanti") has today filed an automatic
shelf registration statement with the United States Securities and Exchange
Commission. The registration statement became effective immediately and
replaces the registration statement filed by AngloGold Ashanti in December
2002. Pursuant to this, AngloGold Ashanti also announces its intention to
proceed with a global offering, to selected investors, to raise AngloGold
Ashanti approximately US$500 million by the placement of approximately 10.3
million ordinary shares (based upon the closing price of AngloGold Ashanti
American Depositary Shares ("ADSs") on the New York Stock Exchange ("NYSE") on
22 March 2006 of US$48.33 per ADS). The offering will be in the form of
AngloGold Ashanti ordinary shares or ADSs. The offering by AngloGold Ashanti
will be combined with an offering by Anglo South Africa Capital (Proprietary)
Limited, a wholly owned subsidiary of Anglo American plc ("Anglo American"),
to selected investors, of approximately 17.6 million AngloGold Ashanti
ordinary shares, in the form of AngloGold Ashanti ordinary shares or ADSs, as
announced separately by Anglo American plc today. To the extent that the
combined offering is oversold, Anglo American has granted the underwriters an
option to purchase up to approximately 4.2 million additional ordinary
shares. Based upon the closing price of AngloGold Ashanti ADSs on the NYSE on
22 March 2006 of US$48.33 per ADS, this offering will result in proceeds to
Anglo American plc of approximately US$850 million to US$1,050 million,
depending on the extent to which the option is exercised.
AngloGold Ashanti intends to use the proceeds of its offering for project
development, capital expenditure and other general corporate purposes.
AngloGold Ashanti"s current and proposed projects include the expansion of the
Cuiaba mine in Brazil, the final development of the Moab Khotsong mine in
South Africa, three projects at the Tau Tona mine in South Africa, including
the development of this mine below 120 level, two initiatives at the Geita
mine in Tanzania including a transition to owner-mining as well as the
purchase of additional earthmoving equipment to increase production at this
mine, the development of the Boddington mine in Australia and further
exploration of the deep level development of the Obuasi mine in Ghana.
Pending such use, AngloGold Ashanti intends to reduce its short-term
borrowings and borrowings under its existing revolving credit facility.
A circular will be posted to AngloGold Ashanti shareholders on 24 March 2006
in order to convene a shareholders" meeting on 10 April 2006 to obtain their
approval for a specific authority to issue shares for cash in the offering, in
accordance with the Listings Requirements of the JSE Limited.
The sale of AngloGold Ashanti shares by Anglo American combined with the
offering by AngloGold Ashanti will reduce Anglo American plc"s ownership
interest in AngloGold Ashanti to approximately 42.6% (assuming no exercise of
the option to purchase additional AngloGold Ashanti ordinary shares), thereby
allowing AngloGold Ashanti greater flexibility to pursue its strategy going
forward. Anglo American plc has confirmed its intention to remain a
substantial shareholder in AngloGold Ashanti for the medium term and will
consider other alternative transactions to effect the further reduction of its
interests in AngloGold Ashanti.
AngloGold Ashanti has also today entered into a registration rights agreement
with Anglo American pursuant to which AngloGold Ashanti has agreed to effect
the registration of the combined offering and, subject to certain limitations,
future offerings by Anglo American.
Commenting on the proposed offering, CEO Bobby Godsell said "I am excited that
we are taking our growth strategy to the market. The capital we are seeking
to raise will increase our flexibility to pursue growth aggressively. I am
also pleased that Anglo American plc is giving effect to its decision to
decontrol AngloGold Ashanti and reduce its shareholding in the Company. I am
particularly pleased that this is being done in a co-ordinated way as
evidenced by the signing of a registration rights agreement."
Goldman, Sachs & Co. and UBS Investment Bank are acting as joint global
coordinators and joint bookrunners for the combined offering and BMO Nesbitt
Burns and J.P. Morgan Securities will act as co-managers for the combined
offering. The terms of the combined offering are set forth in a prospectus
supplement to be filed with the United States Securities and Exchange
Commission. The prospectus relating to the combined offering, when filed, may
be obtained free of charge from the United States Securities and Exchange
Commission"s web site at www.sec.gov. Copies of the prospectus, when
available, may be obtained from the offices of Goldman, Sachs & Co., 85 Broad
Street, New York, New York 10004, telephone :1-866-471-2526 and from UBS
Securities LLC, 1285 Avenue of the Americas, New York, New York 10019-6028,
telephone: 1-888-827-7275.
The combined offering may have a material effect on the price of AngloGold
Ashanti"s securities. Accordingly, AngloGold Ashanti shareholders are advised
to exercise caution when dealing in AngloGold Ashanti"s securities until a
further announcement is made. The results of the combined offering, including
the financial effects, will be published on completion.
Johannesburg
23 March 2006
JSE Sponsor : UBS
AngloGold Ashanti is a global gold company with a diversified portfolio of
assets in key gold producing regions and operations in ten countries on four
continents. The ordinary shares of AngloGold Ashanti are listed on the JSE
Limited under the symbol "ANG", the NYSE in the form of ADSs, each
representing one ordinary share, under the symbol "AU", the London Stock
Exchange under the symbol "AGD", Euronext Paris under the symbol "VA", the
Australian Stock Exchange in the form of CHESS depositary interests, each
representing one-fifth of an ordinary share, under the symbol "AGG", the Ghana
stock exchange under the symbol "AGA" and in the form of Ghanaian Depositary
Shares under the symbol "AADS" and Euronext Brussels in the form of
unsponsored international depositary receipts under the symbol "ANG BB". The
principal executive office of AngloGold Ashanti Limited is located at 11
Diagonal Street, Johannesburg, 2001 (P.O. Box 62117, Marshalltown, 2107),
South Africa, telephone number +27 11 637-6000.
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, including the United States, in which
such offer, solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of such jurisdiction. AngloGold
Ashanti has filed a registration statement in the United States under the
Securities Act of 1933, as amended, in connection with the offer and sale of
the securities described herein. Any public offering of the securities
referred to herein to be made in the United States will be made by means of a
prospectus and a related prospectus supplement that form part of this
registration statement and that will contain detailed information about
AngloGold Ashanti and its management, as well as financial statements.
This news release is for distribution only to persons who (i) have
professional experience in matters relating to investments falling within
Article 19(5) of the United Kingdom Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 (as amended, the "Financial Promotion
Order"), (ii) are persons falling within Article 49(2)(a) to (d) ("high net
worth companies, unincorporated associations etc") of the Financial Promotion
Order, (iii) are outside the United Kingdom, or (iv) are persons to whom an
invitation or inducement to engage in investment activity (within the meaning
of section 21 of the United Kingdom Financial Services and Markets Act 2000)
in connection with the issue or sale of any securities may otherwise lawfully
be communicated or caused to be communicated (all such persons together being
referred to as "relevant persons"). This news release 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 news
release relates is available only to relevant persons and will be engaged in
only with relevant persons.
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: the economic outlook for the gold mining
industry; expectations regarding gold prices, production, 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; AngloGold Ashanti"s liquidity and capital resources and
expenditure; and the outcome and consequences of any pending litigation
proceedings. 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 2005, which was filed with
the Securities and Exchange Commission on 20 March 2006. 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
Queries
Tel: Mobile
Charles Carter +27 (0) 11 637 6385 +27 (0) 82 330 5373
E-mail: cecarter@AngloGoldAshanti.com
Steve Lenahan +27 (0) 11 637 6248 +27 (0) 83 308 2200
slenahan@AngloGoldAshanti.com
Alan Fine +27 (0) 11 637 6383 +27 (0) 83 250 0757
afine@AngloGoldAshanti.com
In the U.K.:
Rachel Hirst
Hogarth Partnership +44 (0) 20 7357 9477 +44 (0)7767 323423
rhirst@hogarthpr.co.uk
In the U.S.
Andrea Maxey +1 212 7507999 +1 646 5498992
amaxey@AngloGoldAshanti.com
Frank Sommerfield
Sommerfield Communications
frank@sommerfield.com +1 212 2558386 +1 917 8361971
Disclaimer
Except for historical information contained herein, there are matters
discussed in this news release that are forward-looking statements. Such
statements are only predictions and actual events or results may differ
materially. For discussion of important factors including, but not limited to
development of the Company"s business the economic outlook in the gold mining
industry, expectations regarding gold prices and production, and other
factors, which could cause actual results to differ materially from such
forward-looking statements, refer to the Company"s annual report on the Form
20-F for the year ended 31 December 2004 which is filed with the Securities
and Exchange Commission on 14 July 2005. This announcement does not constitute
an offer of any securities for sale.
Date: 24/03/2006 07:15:19 AM Produced by the JSE SENS Department
