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AngloGold Ashanti Limited
(Incorporated in the Republic of South Africa)
Reg. No. 1944/017354/06
ISIN. ZAE000043485 – JSE share code: ANG
CUSIP: 035128206 – NYSE share code: AU
“AngloGold Ashanti”, or the "Company” and together with its subsidiaries,
“AngloGold Ashanti Group”
ANGLOGOLD ASHANTI ANNOUNCES A CORPORATE RESTRUCTURING AND A
CHANGE TO DOMICILE AND PRIMARY LISTING LOCATION
Summary
- AngloGold Ashanti, having disposed of its remaining South African operating assets in
2020, has undertaken a comprehensive review of its domicile and listing structure
- The review concluded that the most appropriate corporate structure for AngloGold Ashanti
Group is a UK corporate domicile with a US primary listing on the New York Stock
Exchange (“NYSE”) and secondary listings on the Johannesburg Stock Exchange (“JSE”)
and A2X Markets (“A2X”) in South Africa and on the Ghana Stock Exchange (“GhSE”) in
Ghana
- This change in domicile and listing structure is aligned with the transformation of
AngloGold Ashanti’s asset base into a diversified global portfolio of high-quality producing
assets and projects. The Company has a long standing and growing presence in the US
and no longer has operating assets in South Africa
- The proposed changes have a number of benefits that AngloGold Ashanti believes will
help facilitate implementation of AngloGold Ashanti’s strategy and greater recognition of
its full value, including:
o A primary listing in the US is expected to create enhanced access to the world’s
deepest pools of capital, including the opportunity to improve share trading liquidity
o The structure builds on a position of strength with AngloGold Ashanti’s secondary
listing in the US, through the ADR programme, already generating around two-thirds
of daily liquidity, despite US investors currently holding approximately 35% of the
share register
o A US primary listing is expected, in time, to facilitate greater performance and
valuation comparisons with the AngloGold Ashanti Group’s more liquid and higher
valued North American peers.
o A corporate domicile in the UK uses a well proven, low-risk and attractive jurisdiction
for the AngloGold Ashanti Group and minimizes incremental costs for shareholders
o The broader investment appeal and regulatory environment is expected to enhance
strategic and financing flexibility
o Minimal overall disruption for shareholders and other stakeholders
- A number of inter-conditional steps will be taken to implement the corporate restructuring
(collectively, the “Proposed Transaction”), including:
o A new UK incorporated company, AngloGold Ashanti (UK) Limited (to be re-
registered as a public limited company and renamed AngloGold Ashanti plc)
(“AngloGold Ashanti plc”), will make an offer to purchase 100% of AngloGold Ashanti
Holdings plc (“AGAH”) which, upon acceptance of the offer, will result in AngloGold
Ashanti plc holding all of AngloGold Ashanti’s operations and assets located outside
South Africa
o AngloGold Ashanti plc will then acquire all the issued shares of AngloGold Ashanti in
exchange for the issue of new AngloGold Ashanti plc ordinary shares (“AngloGold
Ashanti plc Shares”) through a scheme of arrangement in terms of section 114 of the
South African Companies Act 2008 (“Companies Act”) between AngloGold Ashanti
and its shareholders (the “Scheme”)
o Upon implementation of the Scheme, AngloGold Ashanti shares (“AGA Shares”) will
be delisted from all the exchanges on which they are listed and AngloGold Ashanti
plc will seek a primary listing on the NYSE, with secondary listings on the JSE, A2X
and GhSE
- If successfully completed, the Proposed Transaction will result in:
o The new holding company, AngloGold Ashanti plc, owning all of the Company’s
current assets with:
▪ The same underlying shareholders as AngloGold Ashanti immediately prior to
implementation of the Proposed Transaction
▪ No change of economic substance to the AngloGold Ashanti Group, save for the
costs of implementation of the Proposed Transaction
▪ A primary listing on the NYSE
▪ Secondary listings on the JSE, A2X and GhSE
o AngloGold Ashanti plc being subject to English company law
o No changes to the withholding tax rates for South African shareholders and no
South African withholding tax on dividends for other shareholders
o South African shareholders being able to hold AngloGold Ashanti plc Shares on the
South African branch register of AngloGold Ashanti plc without using their foreign
investment allowance and continue to trade their AngloGold Ashanti plc Shares on
the South African capital markets
- Relevant approvals to implement the Proposed Transaction have been obtained from the
South African Reserve Bank in accordance with the South African Exchange Control
Regulations
- There are once-off costs in implementing the Proposed Transaction:
o The total costs of the Proposed Transaction are estimated to be in the order of c. 5%
of the prevailing market capitalisation of AngloGold Ashanti, comprising primarily
taxes payable in South Africa
o The actual taxes payable will depend on factors including the market value of the
Company and the prevailing ZAR/US$ exchange rate at the time of implementation
of the Proposed Transaction
o The cost of the Proposed Transaction will be funded from available cash resources
and existing debt facilities
Maria Ramos, AngloGold Ashanti’s Chairperson said: “This is a logical progression for
AngloGold Ashanti, which is well aligned with the evolution of the business in recent years and
will assist in unlocking value in a way that’s minimally disruptive for our stakeholders. This
proposed corporate structure, including a primary listing on the NYSE and a corporate domicile
in the UK, will considerably enhance our position in the world’s largest capital markets, while
keeping key functions in Johannesburg and a full inward listing on the JSE for our South
African shareholders.”
Alberto Calderon, AngloGold Ashanti’s CEO said: “We have been working on a number of
fronts to unlock the significant potential that lies within – and beyond – our portfolio.
The changes announced today will complement the work already underway to reduce our
cost of capital, enhance our cost competitiveness versus our peers and optimise our
portfolio by providing improved access to the world’s largest capital markets and pool of gold
investors.”
1. Introduction
At the time of AngloGold Ashanti’s formation in 1998 the vast majority of its portfolio and
team was located in South Africa. Over time, the Company has diversified geographically
with the approvals of the South African Reserve Bank in accordance with South Africa’s
prevailing, and gradually relaxed, Exchange Control Regulations. In 2020,
AngloGold Ashanti completed the disposal of its remaining assets in South Africa,
including the Mponeng Gold Mine and associated infrastructure. In parallel, the Company
has developed a highly talented global workforce with 99% of employees and the majority
of members of the Board and Executive Committee now based outside South Africa.
AngloGold Ashanti has also sought to reduce its operational risk, strengthen its balance
sheet, improve profitability, increase the size and quality of its mineral inventory and invest
in creating attractive pathways to growth. These efforts have all been underpinned by
leading ESG credentials, including a 69% reduction in greenhouse gas emissions over
the past 15 years, and a 94% improvement in the Total Recordable Injury Frequency Rate
(including the South African operations) over the same period. Despite this suite of
improvements, AngloGold Ashanti continues to trade at a substantial valuation discount
relative to most of its global peers.
The Board remains fully committed to the Company’s strategy and believes that future
shareholder value can be enhanced by improving both the fundamentals of the business
and better aligning the Company’s corporate and capital markets structure with its
evolving portfolio. To support this ambition, the Company undertook a review of its
domicile and listing structure, with the objective of determining whether changes in this
regard could enhance the execution of the strategy and also facilitate full recognition of
the Company’s value.
A wide range of factors were considered in the review including capital markets dynamics
such as market depth and breadth, relevant peer group, sell-side research coverage,
equity market indexation, as well as existing listings, liquidity, established corporate
structures, infrastructure and knowledge, alongside an assessment of regulatory, legal,
tax, human resources and execution considerations.
The review concluded that the optimal location for AngloGold Ashanti Group’s primary
listing is in the US, with a corporate domicile in the UK which builds on an established
corporate infrastructure. This structure, we believe, will result in an efficient legal,
regulatory and tax framework for the AngloGold Ashanti Group and shareholders.
The JSE continues to be an important capital market and source of liquidity for the
AngloGold Ashanti Group and it is a key priority for the AngloGold Ashanti Group to retain
its listings in South Africa, as well as to continue providing key corporate functions from
Johannesburg.
2. Rationale
The Proposed Transaction will effect a change in the domicile and primary listing location
of the AngloGold Ashanti Group. This will offer a number of key benefits relative to the
status quo that AngloGold Ashanti believes will help facilitate implementation of its
strategy and greater recognition of its full value:
- Enhanced access to the world’s deepest pools of capital
o The primary listing in the US is expected to increase access and broaden appeal to
North American and other international investors
o This enhanced position could generate incremental demand and share trading
liquidity from an existing position of strength as the Company’s secondary listing in
the US, through the ADR programme, currently accounts for almost two-thirds of its
shares traded each day, despite US investors currently holding approximately 35%
of the share register
- Improved competitive position in line with the Company’s global peers
o Over time, a US primary listing is expected to facilitate greater performance and
valuation comparisons to North American peers, with closer proximity to North
American institutional investors and analysts
o Major global gold-mining peers with primary listings in North America are currently
valued, on average, at a premium of more than 25% to AngloGold Ashanti on the
basis of consensus 2024E EV / EBITDA multiples. Furthermore, share trading
liquidity on the NYSE of the North American peer group is well above 50% higher
relative to AngloGold Ashanti
- Corporate domicile in a leading, low risk jurisdiction
o The AngloGold Ashanti Group is familiar with English law given that AGAH, the
Company’s principal holding company subsidiary has been a tax resident and
headquartered in the UK since 2017. This move therefore builds upon established
corporate infrastructure, relationships and knowledge
o Efficient legal, regulatory and tax framework for the AngloGold Ashanti Group and
shareholders which is expected to enhance both strategic and financing flexibility,
thereby broadening investment appeal
- Minimal disruption for existing stakeholders
o Builds upon established listings and pools of liquidity. In addition to the listing of
AngloGold Ashanti plc Shares on the NYSE, thereby becoming the primary listing
venue, AngloGold Ashanti plc will seek secondary listings on the JSE, A2X and GhSE
o No changes to the Board and management to result from the Proposed Transaction,
with the focus remaining on executing existing strategy
o No job losses to result from the Proposed Transaction with certain core corporate
functions servicing the global business retaining a presence in South Africa.
o No changes to the withholding tax rates for South African shareholders and no South
African withholding tax on dividends for other shareholders as a result of the
Proposed Transaction
o South African shareholders being able to hold AngloGold Ashanti plc Shares on the
South African branch register of AngloGold Ashanti plc without using their foreign
investment allowance and continue to trade their AngloGold Ashanti plc Shares on
the South African capital markets
3. Information about AngloGold Ashanti and AngloGold Ashanti plc
3.1 AngloGold Ashanti
AngloGold Ashanti is an independent, global gold mining company with long-life,
operating assets with differing ore body types, located in key gold-producing regions
around the world, held through a wholly owned subsidiary, AGAH. This includes
production from ten operations in seven countries (Argentina, Australia, Brazil, Ghana,
Guinea, the DRC and Tanzania) supported by growth projects in Colombia and the United
States along with a focused global exploration programme.
The overall aim of AngloGold Ashanti’s strategy is to generate sustained, improved cash
flows and returns over the longer term and, in so doing, to create and preserve value for
all its stakeholders.
AngloGold Ashanti has five key strategic focus areas which guide decision-making and
are aimed at generating increased cash flows, extending mine lives, creating an organic
pipeline of economically viable orebodies, and enhancing its licence to operate:
- Prioritise people, safety, health, environment and communities. This strategic
focus area embodies the Company’s corporate ethos and encompasses its
sustainability performance. It underpins the Company’s business strategy and the
delivery of sustained, long-term value creation and is aligned with its values and
responsibilities as a corporate citizen. This strategic focus area covers the Company’s
employees, their safety, health and wellbeing, communities and the environment
- Maintain financial flexibility. The Company must ensure its balance sheet is able to
meet its core funding needs
- Optimise overhead, costs and capital expenditure. All spending decisions must be
thoroughly scrutinised to ensure they are optimally structured and necessary to fulfil
the Company’s core business objectives.
- Improve portfolio quality. The Company builds on its portfolio quality through
projects such as the Full Asset Potential programme to ensure optimal mine
performance. The Company is flexible in delivering on its mine plans, allowing for the
best results, as it progresses its projects and replaces its production with a growing
mineral reserve and mineral resource base
- Maintain long-term optionality. As part of focused and responsible management of
its mineral resource and mineral reserve, the Company’s exploration programme and
related planning is vital in optimising the operating lives of its portfolio. Through
continued exploration and the acquisition of properties that are a good fit with its
business and offer reserve potential, the Company adds to its long-term sustainability
AngloGold Ashanti’s revised Operating Model was designed and introduced to employees
towards the end of 2021. It aims to improve efficiency and accountability, while supporting
better operating outcomes by:
- Focusing only on work required to deliver the strategy
- Clarifying the mandates of corporate functions
- Properly resourcing our revenue-generating assets to deliver on their plans
- Removing duplicate structures and activities
The implementation of the new Operating Model was completed during 2022.
3.2 AngloGold Ashanti plc
A private company was incorporated under the UK Companies Act 2006 on 10 February
2023. This company has one ordinary share of $1.00 in issue which is held by AngloGold
Ashanti (the “Founder Share”). In due course and prior to the implementation of the
Proposed Transaction, AngloGold Ashanti will subscribe for 50,000 non-voting
redeemable preference shares of £1 each (“Preference Shares”) in the share capital of
this company which will be re-registered as a public company, AngloGold Ashanti plc. It
is expected that, save for the subscription proceeds from the issue of its initial share
capital and the Preference Shares, immediately prior to the Proposed Transaction
AngloGold Ashanti plc will have no other assets and no trading history.
4. Mechanics and Key Effects of the Proposed Transaction
Prior to the implementation of the Proposed Transaction:
- AngloGold Ashanti will hold the AngloGold Ashanti plc Founder Share and the
Preference Shares directly
- AngloGold Ashanti plc does not and will not hold any direct or indirect beneficial
interests in AGA shares
Subject to the conditions precedent to the Proposed Transaction being fulfilled or waived,
the following inter-conditional steps will occur in the following sequence:
- AngloGold Ashanti shall effect a distribution in specie to the AngloGold Ashanti
shareholders, pursuant to which AngloGold Ashanti will direct AngloGold Ashanti plc
to issue (via a nominee) new AngloGold Ashanti plc Shares to AngloGold Ashanti
shareholders pro rata to their shareholding in AngloGold Ashanti, with the aggregate
subscription price paid by AngloGold Ashanti (“Share Allotment”). The Founder Share
will be cancelled, and the Preference Shares redeemed, to create a mirror share
register to that of AngloGold Ashanti in AngloGold Ashanti plc
- AngloGold Ashanti will accept the offer from AngloGold Ashanti plc to purchase
AngloGold Ashanti’s 100% interest in AGAH at fair market value with the
consideration being settled by the issue of AngloGold Ashanti plc debt instruments to
AngloGold Ashanti (“AGAH Sale”)
- AngloGold Ashanti plc will propose the Scheme pursuant to which
AngloGold Ashanti plc will acquire all of the AGA Shares in exchange for the right
and obligation to subscribe for AngloGold Ashanti plc Shares which will be allotted
and issued directly (via a nominee) to AngloGold Ashanti shareholders
- AngloGold Ashanti will distribute the debt instruments received as consideration
pursuant to the AGAH Sale as a distribution in specie, and these debt instruments
received by AngloGold Ashanti plc will then be cancelled
The above steps will be implemented in sequence, but substantially contemporaneously.
In connection with the settlement, AngloGold Ashanti plc Shares to be issued pursuant to
the Share Allotment and the Scheme will be aggregated. This will mean that for every one
AGA Share held immediately prior to implementation of the Proposed Transaction, an
AngloGold Ashanti shareholder will receive one AngloGold Ashanti plc Share immediately
upon implementation of the Proposed Transaction. This will include the AGA Shares
represented by the AngloGold Ashanti American Depository Shares (“AGA ADSs”) with
the holders of the AGA ADSs receiving AngloGold Ashanti plc Shares, in the same ratio
of one AngloGold Ashanti plc Share for every one AGA ADS held immediately prior to
implementation of the Proposed Transaction.
AngloGold Ashanti plc will have sufficient authority to issue as many AngloGold Ashanti
plc Shares as may be required to fully settle the consideration payable under the Share
Allotment and the Scheme.
AngloGold Ashanti plc Shares will be delivered to all shareholders (other than affiliate
shareholders) through the facilities of the Depositary Trust Company.
Following implementation of the Proposed Transaction:
- AngloGold Ashanti plc will become the new holding company for the AngloGold
Ashanti Group and AngloGold Ashanti plc will have the same underlying shareholders
as AngloGold Ashanti had immediately prior to implementation of the Proposed
Transaction
- There will be no change of economic substance to the AngloGold Ashanti Group,
save for the costs of implementation of the Proposed Transaction
- The listing of the AGA Shares and AGA ADSs on all stock exchanges will be
terminated
- The AngloGold Ashanti plc Shares will be listed on the NYSE, with secondary listings
on the JSE, A2X and GhSE.
There are once-off costs in implementing the Proposed Transaction:
- The total costs of the Proposed Transaction are estimated to be in the order of c. 5%
of the prevailing market capitalisation of AngloGold Ashanti, comprising primarily
taxes payable in South Africa
- The actual taxes payable will depend on factors including the market value of the
Company and the prevailing ZAR/US$ exchange rate at the time of implementation
of the Proposed Transaction
- The cost of the Proposed Transaction will be funded from available cash resources
and existing debt facilities.
Due to the limited levels of trade in AngloGold Ashanti on the Australian Securities
Exchange (“ASX”), it has been decided that AngloGold Ashanti will be delisted from the
ASX prior to the implementation of the Proposed Transaction. AngloGold Ashanti plc will
not seek a listing on the ASX. AngloGold Ashanti shareholders are referred to the
separate announcement to be released on SENS and on the ASX related to the delisting
of AngloGold Ashanti from the ASX.
5. Transaction Agreements and Conditions of the Proposed Transaction
5.1 Transaction Agreements
AngloGold Ashanti and AngloGold Ashanti plc have entered into an agreement in relation
to the implementation of the Proposed Transaction (“Implementation Agreement”).
AngloGold Ashanti plc executed and delivered to AngloGold Ashanti an offer document
in terms of which AngloGold Ashanti plc has made an irrevocable offer to
AngloGold Ashanti to acquire AngloGold Ashanti’s entire (100%) interest in AGAH.
5.2 Conditions of the Proposed Transaction
In accordance with the Implementation Agreement, the implementation of the
Proposed Transaction is subject to the fulfilment or waiver of the conditions precedent as
set out below. These include relevant regulatory clearances and approvals required to
implement the Proposed Transaction. Relevant approvals have already been received
from the South African Reserve Bank in accordance with the
South African Exchange Control Regulations.
If all conditions precedent are not fulfilled or waived, as the case may be, the Proposed
Transaction will not be implemented, and the AngloGold Ashanti shareholders and AGA
ADS holders will retain their AGA Shares and AGA ADSs respectively.
Full details of the conditions precedent will be included in the Circular to
AngloGold Ashanti shareholders. All of the outstanding conditions precedent necessary
for the implementation of the Proposed Transaction are set out below:
- Such approvals from the JSE as may be required under the JSE Listing
Requirements in connection with the Proposed Transaction having been obtained,
including the approval of the AngloGold Ashanti plc Pre-Listing Statement (“PLS”)
and the admission to listing by way of the secondary listing of all
AngloGold Ashanti plc Shares on the main board of the JSE
- A declaration having been made by the U.S. Securities and Exchange Commission
(“SEC”) confirming the effectiveness of AngloGold Ashanti plc’s registration
statement on Form F-4 and no stop order suspending the effectiveness of such
registration statement on Form F-4 being in effect and no proceedings for such
purpose being pending before or threatened by the SEC
- In accordance with section 114 of the Companies Act and regulation 90 of the
regulations made under the Companies Act (the “Regulations”), an independent
expert having been retained by AngloGold Ashanti (the “Independent Expert”) and
the Independent Expert having issued a final report dealing with the matters listed in
section 114 of the Companies Act and regulation 90 of the Regulations, which report
shall express a fair and reasonable opinion, as required in terms of regulation 110(1)
and defined in regulation 81(h) of the Regulations, and the aforementioned report
having been distributed to all of the AngloGold Ashanti shareholders
- AngloGold Ashanti plc having procured that the AngloGold Ashanti plc Shares are
approved for listing on the NYSE, subject only to official notice of issuance
- AngloGold Ashanti plc, AngloGold Ashanti and AGAH having executed and delivered
to The Bank of New York Mellon (“BONY”), as trustee, in form satisfactory to BONY
acting reasonably, an indenture supplemental to the indenture dated as of
28 April 2010 and entered into between AGAH, AngloGold Ashanti and BONY (the
“Original BONY Indenture”), in connection with the assumption by AngloGold Ashanti
plc of the due and punctual performance of the guarantees and the performance or
observance of every covenant of AngloGold Ashanti under the Original BONY
Indenture
- To the extent required, any other regulatory approvals, consents or rulings necessary
to implement the Proposed Transaction having been obtained
- AngloGold Ashanti not having received appraisal right demands in respect of AGA
Shares, in aggregate, representing more than 3.5% (three and a half percent) of the
voting rights attaching to all AGA Shares in issue
- All the resolutions required to approve the Proposed Transaction having been passed
by the requisite majority of AngloGold Ashanti shareholders, including the resolutions
required for the AGAH Sale and the Scheme
- Should the implementation of the AGAH Sale and/or the Scheme be subject to
approval by a court in terms of the provisions of section 115(2)(c) of the Companies
Act, such approval having been obtained
- AngloGold Ashanti not having exercised its right to cancel the Implementation
Agreement as a result of the occurrence of a material adverse effect as described
below.
AngloGold Ashanti may cancel the Implementation Agreement and therefore not
implement the Proposed Transaction if an event (including an event relating to taxation)
occurs that, in the reasonable opinion of AngloGold Ashanti, (a) relates to the Proposed
Transaction and decreases, or could reasonably be expected to decrease, the free
cashflow of the AngloGold Ashanti Group or AngloGold Ashanti plc and its subsidiaries
from time to time, by at least US$150 million, (b) prevents or impairs or delays (for a period
of at least 60 days), or could reasonably be expected to prevent or impair or delay (for a
period of at least 60 days), the implementation of the Proposed Transaction or the ability
of AngloGold Ashanti or AngloGold Ashanti plc to perform its obligations under the
Implementation Agreement, or (c) increases, or could reasonably be expected to
increase, the costs of implementing the Proposed Transaction by at least US$150 million.
6. Pro forma financial information
AngloGold Ashanti plc will, in terms of the proposed Scheme, acquire all the Scheme
Shares, being all the AGA Shares (including AGA Shares represented by AGA ADSs),
from the AngloGold Ashanti shareholders entitled to participate in the Scheme (“Scheme
Participants”). As a result of the Proposed Transaction, including the issuances under the
Share Allotment and under the Scheme, Scheme Participants will receive, in aggregate,
1 (one) AngloGold Ashanti plc Share for every 1 (one) AGA Share held by them on the
scheme record date, with no entitlement to cash.
The acquisition of AngloGold Ashanti, by AngloGold Ashanti plc, does not represent a
business combination as defined by IFRS 3 Business Combinations (“IFRS 3”). This is
because neither party to the Scheme can be identified as an accounting acquirer in the
transaction, and post the implementation there is no change of economic substance or
ownership in the group (common control transaction). The existing AngloGold Ashanti
shareholders will have the same commercial and economic interest as they had prior to
the implementation of the Proposed Transaction, save for the costs of implementation
thereof, and no additional new ordinary shares of AngloGold Ashanti will be issued as
part of the Proposed Transaction. The consolidated financial statements of AngloGold
Ashanti will therefore reflect that the arrangement is in substance a continuation of the
existing group. AngloGold Ashanti plc’s comparative information will be presented as if
the reorganisation had occurred before the start of the earliest period presented.
Full details of the pro forma financial effects of the Proposed Transaction, together with
the Reporting Accountants' Report thereon will be contained in the Circular.
Pro forma financial effects on earnings and net asset value
The table below sets out the pro forma financial effects, including the estimated
associated transaction costs, of the Proposed Transaction on the reviewed condensed
financial statements of AngloGold Ashanti plc for the year ended 31 December 2022. The
pro forma financial effects illustrate the impact of the Proposed Transaction had it been
effective on 31 December 2022 respectively for purposes of the pro forma condensed
consolidated statement of financial position and 1 January 2022 for the year ended 31
December 2022 for purposes of the pro forma condensed consolidated income statement
and pro forma condensed consolidated statement of other comprehensive income.
The pro forma financial effects have been prepared for illustrative purposes only and
because of their nature may not fairly present AngloGold Ashanti plc's financial position,
changes in equity, results of operations or cash flows. The pro forma financial effects
presented below do not purport to be indicative of the financial results and effects of the
Proposed Transaction if it had been implemented on a different date. The pro forma
financial effects also do not purport to be indicative of the actual financial results and
effects when the transaction becomes effective, as the pro forma financial effects are
based on assumptions (including foreign exchange rates and the share price) that will
change up to the point of implementation. As noted below, the estimated once-off
transaction costs upon which the pro forma financial effects are determined will not have
a continuing effect on AngloGold Ashanti plc’s pro forma condensed consolidated income
statement and pro forma condensed consolidated statement of other comprehensive
income.
The pro forma financial effects have been prepared using IFRS accounting policies that
are consistent with those applied by AngloGold Ashanti in its audited financial statements
as at 31 December 2022. The pro forma financial information is presented in accordance
with the JSE Listing Requirements and the SAICA Guide on Pro Forma Financial
Information.
The AngloGold Ashanti Board is responsible for the compilation, contents and preparation
of the pro forma financial information.
Before the Proposed After the
Proposed Effect %
Transaction(1)
Transaction (2)
AngloGold AngloGold AngloGold AngloGold
Ashanti plc Ashanti Ashanti plc Ashanti
For the year ended 31 December 2022
Basic and diluted Earnings Per Share ('EPS') (cents) (2) 0 71 (51) n/a
Basic and diluted Headline Earnings Per Share ('HEPS')
(cents) (2) 0 129 7 (95%)
As at 31 December 2022:
Net asset value per share ('NAVPS') (cents) (2) 0 987.58 858.10 (13%)
Tangible net asset value per share ('TNAVPS') (cents) (2) 0 944.10 814.62 (14%)
Total number of shares in issue ('000) (3a) 1 418,600,473 418,600,473 —
Total weighted average number of shares in issue ('000)(3b) 1 420,197,062 420,197,062 —
Notes and assumptions:
1. The financial information of AngloGold Ashanti in the “Before the Proposed Transaction” column has been extracted
without adjustment from the audited condensed financial statements of AngloGold Ashanti for the year ended
31 December 2022.
2. The pro forma financial information for the purpose of the EPS and HEPS in the “After the Proposed Transaction”
column illustrates the effect of the Proposed Transaction on the “Before the Proposed Transaction” financial information
as if the Proposed Transaction had become effective on 1 January 2022 for the year ended December 2022.
Transaction costs of $13 million were expensed during 2022 and will not have a continuing effect on the income
statement.
The pro forma financial information for the purpose of the NAVPS and TNAVPS in the “After the Proposed Transaction”
column illustrate the effect of the Proposed Transaction on the “Before the Proposed Transaction” financial information
as if the Proposed Transaction had been implemented on 31 December 2022.
The "After the Proposed Transaction" column takes into account the following adjustments and assumptions:
a. The estimated transaction expenses of US$(37) million which will be expensed with a corresponding increase
in trade and other payables
b. The estimated taxes as calculated under current legislation of US$(505) million, consisting of landholder duty
amounting to US$(82) million, dividend withholding tax of US$(394) million and securities transfer tax of
US$(29) million based on a share price of $27.18 per share and an exchange rate of ZAR18.27/US$. The
securities transfer tax of US$(29) million will be recognised in equity and not affect EPS or HEPS. It will
however impact NAVPS and TNAVPS.
These estimated costs are considered not to have a tax benefit, as it relates to EPS and HEPS. These costs will not
have a continuing effect on AngloGold Ashanti’s pro forma condensed consolidated income statement and pro forma
condensed consolidated statement of other comprehensive income.
The AngloGold Ashanti Group is subject to taxes in numerous jurisdictions. Given complex global tax legislation, the
exact estimates of taxes payable remain uncertain and the final tax outcome of these matters may be different from
the amounts estimated.
3. Due to the one for one share exchange ratio, the Proposed Transaction has no effect on:
a. the number of issued shares as at 31 December 2022 for the purpose of the NAVPS and TNAVPS
calculations; and
b. the weighted number of shares for the year ended 31 December 2022 for the purpose of the EPS and HEPS
calculations.
Note: In terms of section 164 of the Companies Act, AngloGold Ashanti shareholders who object to the AGAH Sale
and/or the Scheme may demand that AngloGold Ashanti pay such AngloGold Ashanti shareholders the fair value of all
of their AGA Shares. Management is not aware of any AngloGold Ashanti shareholders who are likely to follow the
appraisal rights process and accordingly no estimate for appraisal rights has been included in the pro forma financial
information.
7. Independent expert opinion and recommendation
In accordance with section 114 of the Companies Act and regulation 90 of the
Regulations, AngloGold Ashanti has appointed Barclays Bank PLC, acting through its
Investment Bank as the Independent Expert to provide an opinion regarding the Proposed
Transaction, including the AGAH Sale and the Scheme, to the independent board of
AngloGold Ashanti (the “Independent Board”), being Maria Ramos, Rhidwaan Gasant,
Kojo Busia, Alan Ferguson, Albert Garner, Scott Lawson, Maria Richter and Jochen Tilk,
all of whom are non-executive directors of AngloGold Ashanti.
Taking into consideration the terms and conditions of the Proposed Transaction including
the AGAH Sale and the Scheme, the draft report of the Independent Expert expresses
the opinion that such terms and conditions are fair and reasonable to AngloGold Ashanti
shareholders based on the information currently available to the Independent Expert
(subject to the assumptions, limitations and qualifications on which the opinion has been
provided, as set out in the Independent Expert’s draft opinion). The final report of the
Independent Expert, including the full terms of its opinion, will be included in the
shareholder Circular for the Proposed Transaction in due course.
Based on the information currently available to it, including the draft opinion of the
Independent Expert, the Independent Board is supportive of the Proposed Transaction
and intends to make a unanimous recommendation to the AngloGold Ashanti
shareholders to vote in favour of all resolutions related to the Proposed Transaction to be
proposed at the general meeting of the AngloGold Ashanti shareholders (the
“General Meeting”).
8. Transaction Circulars and key dates
The Proposed Transaction would require the preparation of: (i) a Circular, enclosing the
notice convening the General Meeting to approve the Proposed Transaction including the
AGAH Sale and the Scheme; (ii) a PLS for the admission to trading and listing of the
AngloGold Ashanti plc Shares on the Main Board of the JSE under the ticker symbol
“ANG”; and (iii) a Registration Statement on Form F-4 filed with the SEC for the
registration of the issuance of the AngloGold Ashanti plc Shares to the AngloGold Ashanti
shareholders in the United States (collectively “Transaction Circulars”).
The Transaction Circulars will be posted to AngloGold Ashanti shareholders following
receipt of the requisite regulatory approvals. At this stage, we anticipate that the regulatory
approvals will be obtained and the Transaction Circulars will be posted to
AngloGold Ashanti shareholders early in Q3 2023. The Proposed Transaction is expected
to be completed during Q3 2023. All relevant dates and times will be set out in the
Transaction Circulars and will be announced in due course.
9. Responsibility statements
9.1 Independent Board responsibility statement
The members of the Independent Board collectively and individually accept full
responsibility for the accuracy of the information contained in this announcement (but only
insofar as it relates to AngloGold Ashanti and only to the extent that they are required in
terms of law and the JSE Listings Requirements to accept such responsibility) and confirm
that to the best of their knowledge and belief, the information set out herein is true and
this announcement does not omit anything likely to affect the importance of the
information included.
9.2 AngloGold Ashanti plc Board responsibility statement
The directors of AngloGold Ashanti plc, being Alberto Calderon and Robert Hayes,
collectively and individually accept full responsibility for the accuracy of the information
contained in this announcement (but only insofar as it relates to AngloGold Ashanti plc
and only to the extent that they are required in terms of law and the
JSE Listings Requirements to accept such responsibility) and confirm that to the best of
their knowledge and belief, the information set out herein is true and this announcement
does not omit anything likely to affect the importance of the information included.
ENDS
12 May 2023
Johannesburg
JSE Sponsor:
The Standard Bank of South Africa Limited
Transaction Sponsor:
J.P. Morgan Equities South Africa (Pty) Limited
Financial Advisors:
Centerview Partners
J.P. Morgan
Rothschild & Co
Legal Advisors:
Cravath, Swaine & Moore LLP
ENS Africa
Slaughter and May
Independent Expert:
Barclays Bank PLC
CONTACTS
Media
Andrea Maxey +61 08 9435 4603/ +61 400 072 199 amaxey@anglogoldashanti.com
Stewart Bailey +27 81 032 2563 sbailey@anglogoldashanti.com
Diana Munro +27 83 326 5958 dmunro@brunswick.co.za
General inquiries media@anglogoldashanti.com
Investors
Yatish Chowthee +27 11 637 6273 / +27 78 364 2080 yrchowthee@anglogoldashanti.com
Andrea Maxey +61 08 9435 4603/ +61 400 072 199 amaxey@anglogoldashanti.com
Stewart Bailey +27 81 032 2563 sbailey@anglogoldashanti.com
Website: www.anglogoldashanti.com
NO OFFER OR SOLICITATION
This communication is not intended to and does not constitute an offer or invitation to buy,
exchange or sell nor a solicitation of an offer to buy, exchange or sell any securities or the
solicitation of any vote or approval in any jurisdiction in connection with the
Proposed Transaction or otherwise, nor shall there be any sale, issuance or transfer of
securities in any jurisdiction in contravention of applicable law. An offer of securities in the
United States pursuant to a business combination transaction will only be made, as may be
required, through a prospectus which is part of an effective registration statement filed with
the U.S. Securities and Exchange Commission.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
In connection with the Proposed Transaction, a registration statement on Form F-4 under the
Securities Act of 1933 will be filed with the Securities and Exchange Commission (the “SEC”).
Investors and shareholders are urged to read the registration statement when it becomes
available, as well as other documents filed with the SEC, because they will contain important
information. You may obtain copies of all documents filed with the SEC regarding the
Proposed Transaction and documents incorporated by reference at the SEC’s website at
http://www.sec.gov. In addition, the effective registration statement will be made available for
free to shareholders.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain statements contained in this press release, other than statements of historical fact,
including, without limitation, those concerning the growth prospects and outlook of
AngloGold Ashanti’s operations, individually or in the aggregate, including the expected
effects of the Proposed Transaction, are forward-looking statements regarding
AngloGold Ashanti’s operations, economic performance and financial condition. These
forward-looking statements or forecasts involve known and unknown risks, uncertainties and
other factors that may cause AngloGold Ashanti’s actual results, performance or
achievements to differ materially from the anticipated results, performance or achievements
expressed or implied in these forward-looking statements. Although AngloGold Ashanti
believes that the expectations reflected in such forward-looking statements and forecasts are
reasonable, no assurance can be given that such expectations will prove to have been correct.
Accordingly, results could differ materially from those set out in the forward-looking statements
as a result of, among other factors, risks and uncertainties related to the timing of the
Proposed Transaction, the possibility that AngloGold Ashanti’s shareholders will not approve
the Proposed Transaction, that the Proposed Transaction will not receive other necessary
approvals or that the Proposed Transaction is otherwise not completed (whether following the
occurrence of a material adverse effect or otherwise), the possibility that the expected benefits
from the Proposed Transaction will not be realized or will not be realized within the expected
time period, operational disruption due to the Proposed Transaction, the incurrence of
unexpected transactional costs or total costs being higher than current estimates, and other
business and operational risks and other factors. 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. Consequently, readers are
cautioned not to place undue reliance on forward-looking statements. AngloGold Ashanti
undertakes no obligation to update publicly or release any revisions to these forward-looking
statements to reflect events or circumstances after the date hereof or to reflect the occurrence
of unanticipated events, except to the extent required by applicable law. All subsequent written
or oral forward-looking statements attributable to AngloGold Ashanti or any person acting on
its behalf are qualified by the cautionary statements herein.
