| Tue 11 Apr 2006, 8:35 | | Anglogold Ashanti Announces Pricing Of Equity Offe |
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ANG
ANANO
Anglogold Ashanti Announces Pricing Of Equity Offering
AngloGold Ashanti Limited
Incorporated in the Republic of South Africa
Registration Number: 1944/017354/06)
ISIN Number:ZAE000043485
JSE Share Code: ANG
("AngloGold Ashanti/Company")
AngloGold Ashanti announces pricing of equity offering
AngloGold Ashanti today announces that its offering of 9,970,732 AngloGold
Ashanti ordinary shares ("ordinary shares") and the offering by Anglo South
Africa Capital (Proprietary) Limited ("ASAC"), a wholly owned subsidiary of
Anglo American plc, of 16,328,313 ordinary shares, in each case, in the form of
ordinary shares or AngloGold Ashanti American Depositary Shares ("ADSs"),
(collectively "the combined offering"), has been priced at US$51.25 per ADS and
ZAR315.00 per ordinary share. The combined offering is scheduled to close on 20
April 2006. The net proceeds from this offering to AngloGold Ashanti are
expected to be approximately US$495 million. To the extent that the combined
offering has been oversold, ASAC has granted the underwriters an option to
purchase up to an additional 3,944,857 ordinary shares. The underwriters have up
until 30 days after the date hereof to exercise this option.
The combined offering was led by Goldman, Sachs & Co. and UBS Investment Bank
as joint-global co-ordinators and joint bookrunners for the combined offering.
BMO Nesbitt Burns and J.P. Morgan Securities acted as co-managers.
A final prospectus supplement for the combined offering will be filed with
the U.S. Securities and Exchange Commission as soon as possible. Copies of the
final prospectus supplement and prospectus 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 information in the following paragraphs is furnished pursuant to the
requirements of JSE Limited (the "JSE"):
The price per ordinary share represents a 1% discount to the weighted average
traded price of the equity securities on the JSE over the 30 days prior to
pricing.
Unaudited pro forma per share information for the year ended 31 December 2005
The unaudited pro forma financial information of AngloGold Ashanti has been
prepared in order to show the effects of the issue, assuming that the issue took
place to its full extent on 1 January 2005 for purposes of the income statement
for the year ended and as at 31 December 2005 for purposes of the balance
sheet. The information is the responsibility of the directors of AngloGold
Ashanti and has been prepared for illustrative purposes only and may not,
because of its nature, give a true picture of the financial position of
AngloGold Ashanti. It does not purport to be indicative of what the results or
financial results would have been if the issue had actually occurred at an
earlier date. The net share issue proceeds are assumed to be US$495 million,
being share issue proceeds of US$511 million less the US$16 million of
underwriting cost and issue expenses.
The pro forma historical financial effects of the issue are as follows:
For the year ended 31 December 2005 Before the After the Movement
Issue Issue
Net asset value per ordinary share1 US cents 1,009 1,152 14.2%
Net tangible asset value per
ordinary share1 US cents 858 1,007 17.4%
Cash gross profit per ordinary
share2 US cents 360 347 (3.6)%
Basic loss per ordinary share3 US cents (69) (61) (11.6)%
Diluted loss per ordinary share4 US cents (69) (61) (11.6)%
Headline loss per ordinary share5 US cents (37) (30) (18.9)%
Headline loss adjusted for the
effect of unrealised non-hedge
derivatives, fair value adjust-
ment on convertible bonds and
interest rate swap per ordinary
share6 US cents 76 79 3.9%
Weighted average number of ordinary
shares in issue7 264,635,634 274,606,366 3.8%
Weighted average diluted number of
ordinary shares in issue8 264,635,634 274,606,366 3.8%
Number of shares in issue9 264,938,432 274,909,164 3.8%
Net debt to net capital employed10 28.1% 19.8%
Notes:
1. Net asset value per ordinary share is computed by dividing total equity
by the number of ordinary shares in issue. Net tangible asset value per
ordinary share is computed by dividing total equity (excluding
intangible assets) by the number of ordinary shares in issue.
2. The cash gross profit per ordinary share computation has been based on the
weighted average number of ordinary shares in issue.
3. Basic loss per ordinary share is computed by dividing net loss by the
weighted average number of ordinary shares in issue.
4. The diluted loss per ordinary share is computed by dividing net loss by
the weighted average diluted number of ordinary shares in issue. The
impact on diluted loss per ordinary share is anti-dilutive and therefore
the diluted loss per ordinary share and basic loss per ordinary share is
the same.
5. Headline loss removes items of a capital nature from the calculation of
loss per ordinary share. Headline loss per ordinary share is computed by
dividing headline loss by the weighted average number of shares in issue.
6. Headline loss adjusted for the effect of unrealised non-hedge derivatives,
fair value adjustment on convertible bonds and interest rate swaps divided
by the weighted average number of shares in issue.
7. The weighted average number of ordinary shares in issue was 264,635,634
for the year ended 31 December 2005 and as a result of the issuance of
9,970,732 ordinary shares assuming an issue price of US$51.25 per share,
the weighted average number of AngloGold Ashanti shares in issue for that
period would have been 274,606,366.
8. The weighted average diluted number of ordinary shares in issue for the
year ended 31 December 2005 does not assume the effect of 601,315 shares
issuable upon the exercise of the share incentive options as well as
15,384,615 ordinary shares issuable upon the conversion of the convertible
bonds, as their effects are anti-dilutive.
9. The number of ordinary shares in issue as at 31 December 2005 was
264,938,432 and, as a result of the issue, the number of ordinary shares
in issue as at that date would have been 274,909,164.
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.
In connection with the combined offering, Goldman Sachs International (or any
of its agents), as stabilising agent for and on behalf of the joint-global co-
ordinators and co-managers may over-allot or effect other transactions with a
view to supporting the market price of the ordinary shares or the ADSs or
interests in, the ordinary shares, or the ADSs, in each case at a level higher
than that which might otherwise prevail in the open market. Such transactions
may commence on or after the date of this announcement and will end no later
than 30 days thereafter. Such transactions may be effected on any stock exchange
or otherwise. There is no obligation on Goldman Sachs International or any of
its agents to undertake stabilisation transactions. Such transactions, if
commenced, may be discontinued at any time. Save as required by law or
regulation, Goldman Sachs International does not intend to disclose the extent
of any over-allotments and/or stabilisation transactions under the equity
offering.
The cautionary announcement dated 24 March 2006 is hereby withdrawn.
Johannesburg
11 April 2006
JSE sponsor: UBS
Queries Tel: Mobile: E-mail:
South Africa
Charles Carter +27(0)116376385 +27(0)823305373 cecarter@AngloGoldAshanti.com
Michael Clements+27(0)116376647 +27(0)823393890mclements@AngloGoldAshanti.com
USA
Andrea Maxey +1(212)7507999 +1(646)5498992 amaxey@AngloGoldAshantiNA.com
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 2005 which was filed with the Securities and Exchange
Commission on 20 March 2006.
Date: 11/04/2006 08:35:37 AM Produced by the JSE SENS Department
