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AngloGold Ashanti Limited
(Incorporated in the Republic of South Africa)
Registration No. 1944/017354/06
ISIN: ZAE000043485
JSE Share Code: ANG
CUSIP: 035128206
NYSE share code: AU
(“AGA”)
AngloGold Ashanti plc
(previously known as AngloGold Ashanti (UK) Limited)
(Incorporated in England and Wales)
(Registration number: 14654651)
LEI No.: 2138005YDSA7A82RNU96
ISIN: GB00BRXH2664
NYSE Share code: AU
JSE Share code: ANG
(“NewCo” or the “Company”)
ABRIDGED PRE-LISTING STATEMENT, POSTING OF DISCLOSURE PACKAGE AND
NOTICE OF GENERAL MEETING
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR
INTO ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF
THE RELEVANT LAWS OF SUCH JURISDICTION OR REQUIRE THE COMPANY TO
TAKE ANY FURTHER ACTION.
CAPITALISED WORDS AND EXPRESSIONS USED IN THIS ABRIDGED PRE-LISTING
STATEMENT SHALL, UNLESS EXPRESSLY DEFINED HEREIN OR INDICATED
OTHERWISE BY THE CONTEXT, BEAR THE MEANINGS GIVEN TO THEM IN THE PRE-
LISTING STATEMENT.
1. SUMMARY OF THE REORGANISATION
On 12 May 2023, AGA announced the Reorganisation, pursuant to which NewCo, a
company incorporated under the laws of England and Wales, will be established as the
new listed holding company of the Group. The Reorganisation will be implemented in 3
(three) sequential, separate, inter-conditional steps consisting of (i) the Spin-Off; (ii) the
AGAH Sale; and (iii) the Scheme.
As a result of the Reorganisation, each Scheme Participant will beneficially own one
NewCo Ordinary Share for each AGA Ordinary Share (including the AGA Ordinary Shares
represented by AGA ADSs) held on the Reorganisation Consideration Record Date, and
the existing AGA Shareholders will beneficially hold the same percentage of NewCo
Ordinary Shares as they held of AGA Ordinary Shares on such record date (subject to
any adjustments to reflect the exercise of appraisal rights).
Based on the current number of issued AGA Ordinary Shares as at the Last Practicable
Date, being 15 June 2023, NewCo will issue up to approximately 419,612,543 NewCo
Ordinary Shares pursuant to the Reorganisation (subject to any adjustments to reflect the
exercise of appraisal rights).
The implementation of the Reorganisation is subject to requisite AGA Shareholder
approvals, among other conditions precedent. The failure or inability to implement any
one or more of the Spin-Off, the AGAH Sale and the Scheme will result in the failure of all
of the steps comprising the Reorganisation and any steps already completed shall be
unwound.
The NewCo Ordinary Shares to be issued pursuant to the Reorganisation will have a
primary listing on the NYSE and secondary inward listings on the JSE and A2X and a
secondary listing on the Ghana Stock Exchange (“GhSE”). Additionally, NewCo expects
the NewCo Ghanaian depositary shares (“NewCo GhDSs”) to be listed on the GhSE.
Following the implementation of the Reorganisation, the AGA Ordinary Shares will be
delisted from the JSE in terms of paragraph 1.17(b) of the JSE Listings Requirements and
AGA will procure the delisting of the AGA Ordinary Shares from the A2X and from the
GhSE and the delisting of the AGA GhDSs from the GhSE. The AGA ADSs will also be
delisted from the NYSE and the AGA ADS Program will be terminated upon completion
of the Reorganisation. AGA resolved to terminate its listing on the ASX and received
formal approval to voluntarily delist from the ASX, which occurred on 27 June 2023.
The JSE has approved the secondary inward listing, by way of an introduction, of the
issued ordinary share capital of NewCo in the “Gold Mining” sector of the Main Board of
the JSE under the abbreviated name “ANGGOLD” and share code ANG and ISIN No.
GB00BRXH2664. The JSE Listing is expected to be in effect from the commencement of
business on 20 September 2023, subject to the Reorganisation being approved by the
AGA Shareholders. During the three years prior to the Last Practicable Date, AGA has
complied with the spread of shareholders required in terms of the JSE Listings
Requirements and as such, on the Operative Date, NewCo will also comply with the
spread of shareholders required as contemplated in paragraph 4.25 and paragraph 4.26
of the JSE Listings Requirements.
The secondary inward listed NewCo Ordinary Shares will be classified as "domestic" for
exchange control purposes. Accordingly, South African resident NewCo Shareholders will
be entitled to hold their NewCo Ordinary Shares through the South African register and
may trade their NewCo Ordinary Shares on the JSE and A2X without utilising their foreign
investment allowances.
AGA Shareholders are advised that AGA and NewCo jointly as of Friday 7 July 2023,
issued the Disclosure Package, being the Pre-listing Statement and the Circular
incorporating a notice of general meeting relating to the Transaction (the “Shareholders’
Meeting”) as detailed in Paragraph 8, which shall be posted together.
For a full understanding of the Reorganisation, the Disclosure Package should be read in
its entirety.
2. OVERVIEW OF AGA, NEWCO AND THE GROUP
AGA is an independent, global gold mining company with a diverse portfolio of operations,
projects and exploration activities across nine countries on four continents. AGA is
headquartered in Johannesburg, South Africa. AGA has developed a high-quality, well-
diversified asset portfolio, including production from seven countries (Argentina, Australia,
Brazil, the Democratic Republic of Congo, Ghana, Guinea and Tanzania) supported by
greenfield projects in the United States and Colombia along with a focused global
exploration program. While gold is its principal product, AGA also produces silver
(Argentina) and sulfuric acid (Brazil) as by-products.
AGA (formerly AngloGold Limited) (Registration No. 1944/017354/06) was incorporated
in South Africa in 1944 under the name of Vaal Reefs Exploration and Mining Company
Limited and AGA operates under the Companies Act and has been listed on the Main
Board of the JSE since 1998. On 26 April 2004, AGA acquired the entire issued share
capital of Ashanti Goldfields Company Limited and changed its name to AngloGold
Ashanti Limited on the same day.
NewCo was incorporated, as a private limited company under the laws of England and
Wales on 10 February 2023, and on 22 June 2023, NewCo was re-registered as a public
limited company, solely for the purposes of carrying out the Reorganisation.
3. RATIONALE FOR THE REORGANISATION
The proposed Reorganisation has a number of benefits that AGA believes will enhance
the Group’s strategic position and allow for greater recognition of its full value, including:
• Enhancing access to deeper pools of capital: AGA believes that a change in primary
listing to the NYSE will increase access and broaden appeal to the North American
and other international investors;
• Improving the Group’s competitive position in line with its global peers: AGA believes
that a change in primary listing to the NYSE will increase the Group’s proximity to
North American institutional investors and analysts, which is expected to improve
valuation comparisons to North American peers and enhance share trading liquidity;
• Redomiciling to a leading, low-risk jurisdiction: AGA believes this will provide an
efficient legal, regulatory and tax framework for the Group and its shareholders which
is expected to enhance strategic and financing flexibility thereby broadening the
appeal of the Group to investors;
• Minimal disruption for existing stakeholders: The Group will continue to build upon
established listings and pools of liquidity. Furthermore, the Group proposes no
changes to the membership of the board or to management, who remain focused on
executing the Group’s strategy; and
• Continuity of shareholding structure: The Reorganisation will allow existing AGA
Shareholders to maintain their investment in the Group in the same percentages as
they held prior to the implementation of the Reorganisation.
4. DIRECTORS
The names, ages, nationalities and position of the directors of NewCo as at Last
Practicable Date, are set out in the table below. The business address for all current and
expected directors and the executive management of NewCo is 4th Floor,
Communications House South Street Staines-upon-Thames, Surrey TW18 4PR, United
Kingdom.
Name, Age and Nationality Position
Alberto Calderon Principal executive officer and executive
63 (Australia) director
Robert Paul Harling
Hayes Principal financial officer and principal
accounting officer
57 (United Kingdom)
Effective at, or prior to, the time that the Reorganisation is completed, the NewCo Board
is expected to consist of 12 (twelve) directors comprising of 10 (ten) independent non-
executive directors and 2 (two) executive directors.
The names, ages, nationalities and position of the directors of NewCo as at the Operative
Date are set out in the table below:
Name, Age and Nationality Position
Alberto Calderon Executive director and chief executive
63 (Australia) officer
Gillian Doran
Executive director and chief financial officer
47 (Ireland and Australia)
Maria Ramos Independent non-executive director and
64 (South Africa) chairperson
Kojo Busia
Independent non-executive director
60 (Ghana)
Alan Ferguson
Independent non-executive director
65 (United Kingdom)
Albert Garner
Independent non-executive director
67 (United States)
Rhidwaan Gasant
Independent non-executive director
64 (South Africa)
Scott Lawson
Independent non-executive director
61 (United States)
Maria Richter
68 (United States and Independent non-executive director
Panama)
Jochen Tilk
Independent non-executive director
59 (Canada)
Diana Li Sands
Independent non-executive director
57 (United States)
Jinhee Magie
Independent non-executive director
55 (Canada)
5. SHARE CAPITAL
Upon completion of the Reorganisation, NewCo’s share capital will comprise
approximately 419,612,543 (four hundred and nineteen million six hundred and twelve
thousand five hundred and forty-three) NewCo Ordinary Shares with a par/nominal value
of USD 1.00 (one US Dollar) each.
Below is a summary of the shareholding in AGA and NewCo before and after the
completion of the Reorganisation:
NewCo Ordinary
AGA Ordinary Shares Shares
Total issued ordinary shares 419,612,543 419,612,543
Total authorised shares 600,000,000 n/a*
Total treasury shares - -
* As there is no requirement to set out an authorised share capital under the laws of
England and Wales, NewCo does not have an authorised share capital
6. TAX IMPLICATIONS FOR AGA SHAREHOLDERS
• The tax implications of the Reorganisation on AGA Shareholders will depend on the
individual circumstances of each AGA Shareholder. AGA Shareholders should seek
advice from appropriate professional advisers if they are in any doubt whatsoever
about their tax position.
• AGA Shareholders are referred to Annexure H of the Circular for a general summary
of the South African, U.S., and U.K. tax implications.
7. SALIENT DATES AND TIMES
The definitions and interpretations as detailed in the Pre-listing Statement apply, unless
the context clearly indicates otherwise, to this section on Salient Dates and Times1, 2, 3, 4, 5
Key action Day 2023
Date on which AGA Shareholders must be recorded in Friday 30 June
the AGA Register to receive the Disclosure Package
Posting of the Disclosure Package to AGA Shareholders Friday 7 July
and Notice of the Shareholders’ Meeting released on
SENS
Last day to trade in AGA Ordinary Shares in order to be Monday 7 August
recorded in the AGA Register on the Voting Record Date
(Voting Last Day to Trade)
Voting Record Date for AGA Shareholders to be Friday 11 August
recorded in the AGA Register in order to be eligible to
vote at the Shareholders’ Meeting (Shareholders’
Meeting Voting Record Date)
For administrative purposes, date by which Forms of Wednesday 16 August
Proxy for the Shareholders’ Meeting are requested to be
lodged
Last date and time for AGA Shareholders to give notice Friday 18 August
to AGA objecting to the Scheme Special Resolution
and/or the AGAH Sale Special Resolution in terms of
Section 164 of the Companies Act, at any time before
the voting on the Scheme Special Resolution and/or the
AGAH Sale Special Resolution takes place
Shareholders’ Meeting at 2:00 p.m. South African time Friday 18 August
(09:00 a.m. New York time)
Results of Shareholders’ Meeting released on SENS Monday 21 August
Results of Shareholders’ Meeting published in the South Tuesday 22 August
African press
If the Reorganisation is approved by AGA Shareholders at the Shareholders’
Meeting:
Last day for AGA Shareholders who voted against the Friday 25 August
Scheme and/or AGAH Sale to require AGA to seek court
approval for the Scheme and/or AGAH Sale in terms of
Section 115(3)(a) of the Companies Act
Last day for AGA to send notice of adoption of the Friday 1 September
Scheme Special Resolution and/or the AGAH Sale
Special Resolution to Dissenting AGA Shareholders, in
accordance with Section 164(4) of the Companies Act
Last day for an AGA Shareholder who voted against the Friday 1 September
Scheme and/or AGAH Sale to apply to court for leave to
apply for a review of the Scheme and/or AGAH Sale in
terms of Section 115(3)(b) of the Companies Act
Last day for an AGA Shareholder who gave notice to Friday 29 September
AGA objecting to the Scheme and/or AGAH Sale in
terms of Section 164 of the Companies Act, to make a
demand against AGA as contemplated in Section 164(7)
of the Companies Act (assuming AGA provides the
notice contemplated in Section 164(4) of the Companies
Act on the last possible day)
The following dates assume that no court approval or review of the Scheme
and/or AGAH Sale is required and will be confirmed in the Finalisation Date
announcement if the Scheme and/or AGAH Sale becomes unconditional:
Finalisation Date announcement released on SENS
(Reorganisation unconditional in every respect) at 10:00 Tuesday 12 September
am South Africa Standard Time
Finalisation Date announcement published in the South
Wednesday 13 September
African press
Last Day to Trade in AGA Ordinary Shares in order to
receive the NewCo Ordinary Shares to be issued
Tuesday 19 September
pursuant to the Reorganisation (Reorganisation Last
Day to Trade)
Trading of AGA Ordinary Shares on the JSE and A2X is
Wednesday 20 September
suspended
Secondary inward listing of NewCo (NewCo Ordinary
Shares) ISIN No. GB00BRXH2664 with alpha code:
ANG and short name “ANGGOLD” on the JSE and A2X Wednesday 20 September
with effect from the commencement of business (09:00
am South Africa Standard Time)
Record Date on which AGA Shareholders must be
recorded in the AGA Register to receive the NewCo
Ordinary Shares to be issued pursuant to the Friday 22 September
Reorganisation (Reorganisation Consideration Record
Date)
Scheme Operative Date / Implementation date of the
Monday 25 September
Reorganisation
Primary listing of NewCo (NewCo Ordinary Shares) on
NYSE with effect from the commencement of business
Monday 25 September
(09:30 am (GMT -04:00), being 3:30 pm South Africa
Standard Time)
NewCo Ordinary Shares issued and shareholder
accounts with CSDPs / brokers credited with NewCo Tuesday 26 September
Ordinary Shares
Secondary listing of NewCo (NewCo Ordinary Shares
and NewCo GhDSs) on the GhSE with effect from the
Tuesday 26 September
commencement of business (09:00 am South Africa
Standard Time)
Listing of AGA Ordinary Shares on the JSE terminated Wednesday 27 September
Notes
1. All dates and times in respect of the Reorganisation are subject to change by mutual
agreement between AGA and NewCo and/or to the extent required obtaining the
approval of the JSE, NYSE and the Takeover Regulation Panel established by
Section 196 of the Companies Act. The dates have been determined based on
assumptions regarding the dates by which certain regulatory approvals will be
obtained and that no court approval or review of the Reorganisation will be required.
Any change to the dates and times will be released on SENS and filed or furnished
with the SEC.
2. As the salient dates and times are subject to change, they may not be regarded as
consent or dispensation for any time periods which may be required in terms of the
Companies Act or the Companies Regulations, where applicable, and any such
consents or dispensations must be specifically applied for and granted.
3. All times given in this Abridged Pre-listing Statement are, unless the context indicates
to the contrary, a reference to South Africa Standard Time.
4. For the timetable relating to AGA ADSs, AGA ADS Holders should refer to the Form
F-4 (File No. 333-272867) and the notice and instructions provided by the ADS
Depositary Holders of AGA ADSs in a securities account through a broker or other
securities intermediary should refer to the Form F-4 and the notice and instructions
provided by their intermediary.
5. Any AGA Shareholder which wishes to give notice to AGA objecting to the AGAH
Sale Special Resolution and/or the Scheme Special Resolution may to do so at the
Shareholders’ Meeting immediately before the AGAH Sale Special Resolution or the
Scheme Special Resolution, as the case may be, is voted on.
8. POSTING OF DISCLOSURE PACKAGE AND NOTICE OF SHAREHOLDERS’
MEETING
AGA Shareholders are further advised that the following documents were distributed on
Friday, 7 July 2023 to AGA Shareholders:
• the Circular setting out the full terms and conditions in relation to the Reorganisation
containing, inter alia, the requisite resolutions for the approval required to implement
the Reorganisation, a notice convening a Shareholders’ Meeting, a form of proxy and
a form of surrender and transfer; and
• the Pre-Listing Statement required in terms of the JSE Listings Requirements, in
connection with the admission to trading and listing of the NewCo Shares on the Main
Board of the JSE.
A separate registration statement on Form F-4 has been filed with the SEC by NewCo
(SEC File No. 333-272867), which includes a prospectus under the Securities Act with
respect to NewCo Ordinary Shares being issued in the Reorganisation.
Notice is hereby given to AGA Shareholders that a meeting of the AGA Shareholders will
be held on Friday, 18 August 2023 at 2:00 p.m. (South Africa Standard Time), to consider
and, if deemed fit, pass, with or without amendment and/or modification, the resolutions
set out hereunder, in the manner required by the Companies Act and the JSE Listings
Requirements.
At the Shareholders’ Meeting, AGA Shareholders will be asked to consider and vote,
among other things, on the AGAH Sale Special Resolution to approve the AGAH Sale
and the Scheme Special Resolution to approve the Scheme. For the AGAH Sale Special
Resolution and the Scheme Special Resolution to be approved by the AGA Shareholders,
each must be supported by at least 75% (seventy-five percent) of the voting rights
exercised on such resolution by the holders of AGA Ordinary Shares (including AGA
Ordinary Shares represented by AGA ADSs) present or represented by proxy at the
Shareholders’ Meeting and entitled to vote on such resolution.
AGA has appointed The Meeting Specialist Proprietary Limited (“TMS”) for purposes of
hosting the Shareholders’ Meeting entirely by way of electronic communication and, in
particular, for TMS to provide AGA and the AGA Shareholders with access to its electronic
communication platform for purpose of enabling all of the AGA Shareholders, who are
present at the Shareholders’ Meeting, to communicate concurrently with each other,
without an intermediary, and to participate in the Shareholders’ Meeting and exercise their
voting rights at the Shareholders’ Meeting.
For further information, please refer to the Circular which has been distributed to AGA
Shareholders.
9. RESPONSIBILITY STATEMENTS
9.1 AngloGold Ashanti Limited Board responsibility statement
The members of the AngloGold Ashanti Limited 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 Limited 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.
10. COPIES OF THE DISCLOSURE PACKAGE
The Pre-listing Statement is only available in English. Copies of the Disclosure Package
including the Pre-listing Statement and Circular will be available for inspection in hard
copy form at the registered office of NewCo and at the registered offices of the Sponsors
between the hours 09:00 and 16:00 on all South African business days (which excludes
Saturdays, Sundays and South African public holidays) and/or in electronic form by email
request sent to companysecretary@anglogoldashanti.com from the date of issue of this
Abridged Pre-listing Statement up to and including the 14th (fourteenth) day after the date
of this Abridged Pre-listing Statement:
• NewCo Registered Office: 4th Floor, Communications House South Street Staines-
upon-Thames, Surrey TW18 4PR, United Kingdom;
• AGA Registered Office: 112 Oxford Road, Houghton Estate, Johannesburg, 2198,
South Africa
• J.P. Morgan Equities South Africa Proprietary Limited: 1 Fricker Road, Illovo,
Johannesburg, 2196, South Africa
• The Standard Bank of South Africa Limited: 9th Floor, Standard Bank Centre, 5
Simmonds Street, Johannesburg, 2000, South Africa
A copy of the Pre-listing Statement and the Circular will also be made available on AGA’s
website at www.anglogoldashanti.com/investors/aga-restructuring/ from Friday, July 7
2023.
7 July 2023
Johannesburg
Financial Adviser
Financial Adviser JSE Sponsor
JPMorgan Chase Bank,
Centerview Partners UK The Standard Bank of
N.A., Johannesburg
LLP South Africa Limited
Branch
Transaction Sponsor Independent Reporting
Financial Adviser
J.P. Morgan Equities Accountant
Rothschild and Co South
South Africa Proprietary Ernst & Young
Africa Proprietary Limited
Limited Incorporated
Legal Adviser
Legal Adviser
as to South African law Legal Adviser
as to U.S. law
Edward Nathan as to English law
Cravath, Swaine & Moore
Sonnenbergs Slaughter and May
LLP
Incorporated
Legal adviser as to Ghanian
Legal adviser as to South
Law
African Tax Law
Bentsi-Enchill, Letsa &
Bowman Gilfillan Inc
Ankomah
DISCLAIMER
THE INFORMATION IN THIS ABRIDGED PRE-LISTING STATEMENT HAS BEEN
EXTRACTED, IN SUMMARISED FORM, FROM THE FULL PRE-LISTING STATEMENT
ISSUED BY THE COMPANY ON 7 JULY 2023. IT IS NOT COMPLETE AND DOES NOT
CONTAIN ALL OF THE INFORMATION THAT A PERSON SHOULD CONSIDER IN
RELATION TO THE REORGANISATION. INVESTORS SHOULD READ THE FULL
PRE-LISTING STATEMENT CAREFULLY IN ITS ENTIRETY, INCLUDING THE “RISK
FACTORS” SECTION, THE FINANCIAL STATEMENTS PROVIDED AND THE NOTES
TO THOSE FINANCIAL STATEMENTS. THIS ABRIDGED PRE-LISTING STATEMENT
IS ISSUED IN COMPLIANCE WITH THE LISTINGS REQUIREMENTS FOR THE
PURPOSE OF PROVIDING INFORMATION TO SELECTED PERSONS IN SOUTH
AFRICA AND OTHER JURISDICTIONS WITH REGARD TO THE COMPANY.
The release, publication or distribution of this Abridged Pre-listing Statement may be
restricted by law and therefore persons in any such jurisdictions into which this Abridged
Pre-listing Statement is released, published or distributed should inform themselves
about, and observe such restrictions. Any failure to comply with the applicable restrictions
may constitute a violation of the securities laws or other legal requirements of any such
jurisdiction. To the fullest extent permitted by applicable law, AGA and NewCo, their
respective boards of directors and the Transaction Advisers disclaim any responsibility or
liability for the failure to become informed of or to observe or for any violation of such
requirements by any person.
This Abridged Pre-listing Statement is not intended to, and does not constitute an offer to
sell or issue, or the solicitation of an offer to purchase or to subscribe for shares or other
securities or a solicitation of any vote or approval in any jurisdiction in which such
solicitation would be unlawful or in which securities may not be offered or sold without
registration or an exemption from registration. This Abridged Pre-listing Statement does
not constitute a prospectus or a prospectus-equivalent document.
This Abridged Pre-listing Statement is not an offer of securities for sale in the United
States. 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 (the “SEC”). In connection with the Reorganisation a registration statement
on Form F-4 under the United States Securities Act of 1933, as amended, (the “Securities
Act”) has been filed with the SEC. Investors and shareholders are urged to read the
registration statement, as well as other documents filed with the SEC, because they will
contain important information. Copies of all documents filed with the SEC regarding the
Reorganisation and documents incorporated by reference may be obtained at the SEC’s
website at https://www.sec.gov. In addition, the effective registration statement on Form
F-4 will be made available for free to shareholders.
To the extent that the distribution of this Abridged Pre-listing Statement in certain
jurisdictions outside South Africa may be restricted or prohibited by the laws of such
foreign jurisdiction, then this Abridged Pre-listing Statement is deemed to have been
provided for information purposes only and neither AGA nor NewCo, nor their respective
boards of directors nor the Transaction Advisers, accept any responsibility for any failure
by AGA Shareholders to inform themselves about, and to observe, any applicable legal
requirements in any relevant foreign jurisdiction. None of the NewCo or the Transaction
Advisers, nor any of their respective representatives, is making any representation to any
AGA Shareholder regarding the legality of an investment in the NewCo Ordinary Shares
by such AGA Shareholder under the law applicable to such AGA Shareholder.
The contents of this Abridged Pre-listing Statement should not be construed as legal,
financial or tax advice. Each AGA Shareholder should consult his/her or its own legal,
financial or tax adviser as to the legal, financial, business, tax and related aspects of the
acquisition of NewCo Ordinary Shares.
The Transaction Advisers are acting exclusively for AGA and/or NewCo (as the case may
be), and no one else in connection with the Reorganisation and the contents of this
Abridged Pre-listing Statement and will not be responsible to anyone, other than AGA
and/or NewCo (as the case may be), for providing the protections afforded to clients of
the Transaction Advisers, respectively, or for providing advice in relation to the
Reorganisation and the contents of this Abridged Pre-listing Statement.
No representation or warranty, express or implied, is made by any of the Transaction
Advisers as to the accuracy, completeness or verification of the information set out in this
Abridged Pre-listing Statement, and nothing contained in this Abridged Pre-listing
Statement is, or shall be relied upon as, a promise or representation in this respect,
whether as to the past or the future. Each of the Transaction Advisers assumes no
responsibility for this Abridged Pre-listing Statement’s accuracy, completeness or
verification and accordingly hereby disclaims, to the fullest extent permitted by applicable
law, any and all liability whether arising in delict, tort, contract or otherwise which they
might otherwise be found to have in respect of this Abridged Pre-listing Statement or any
such statement.
Shareholders also acknowledge that: (a) they have not relied on the Transaction Advisers
or any person affiliated with the Transaction Advisers in connection with any investigation
of the accuracy of any information contained in the Disclosure Package or their investment
decision; (b) they have relied only on the information contained in the Disclosure Package
and have made their own assessment of such information; and (c) no person has been
authorised to give any information or to make any representation concerning AGA,
NewCo or the NewCo Ordinary Shares (other than as contained in this Abridged Pre-
listing Statement) and, if given or made, any such other information or representation
should not be relied upon as having been authorised by AGA, NewCo or the Transaction
Advisers.
The information contained in this Abridged Pre-listing Statement constitutes factual
information as contemplated in Section 1(3)(a) of the South African Financial Advisory
and Intermediary Services Act, No. 37 of 2002 (as amended and restated from time to
time) and should not be construed as an express or implied recommendation, guidance
or proposal that any particular transaction in respect of the Reorganisation and/or the
acquisition of the NewCo Ordinary Shares is appropriate to the particular investment
objectives, financial situations or needs of an AGA Shareholder, and nothing in this
Abridged Pre-listing Statement should be construed as constituting the canvassing for, or
marketing or advertising of, financial services in South Africa or in any other jurisdiction.
APPLICABLE LAWS AND FOREIGN SHAREHOLDERS
This Abridged Pre-listing Statement has been prepared in accordance with the JSE
Listings Requirements, and the information disclosed may not be the same as that which
would have been disclosed if this Abridged Pre-listing Statement had been prepared in
accordance with the laws and regulations of any jurisdiction outside of South Africa.
The Reorganisation (comprising the Spin-off, the AGAH Sale and the Scheme) is
governed by the laws of South Africa and is subject to any applicable laws and regulations,
including, but not limited to, the Companies Act, the Companies Regulations, the JSE
Listings Requirements and the Exchange Control Regulations.
The rights of the Foreign Shareholders in respect of the Reorganisation pursuant to which
this Abridged Pre-listing Statement has been issued, may be affected by the laws of the
relevant jurisdictions of any Foreign Shareholders. Such Foreign Shareholders should
inform themselves about and observe any applicable legal requirements of such
jurisdictions. It is the responsibility of any Foreign Shareholder to satisfy themselves as to
the full observance of the laws and regulatory requirements of the relevant jurisdiction in
connection with the Reorganisation, including the obtaining of any governmental,
exchange control or other consents or the making of any filings which may be required,
the compliance with other necessary formalities, the payment of any transfer or other
taxes or other requisite payments due in such jurisdiction.
If you are a Foreign Shareholder, you are urged to read the important information relating
to Foreign Shareholders contained in paragraph 11 on page 41 (Foreign Shareholders)
in the Pre-listing Statement.
Any AGA Shareholder who is in doubt as to their position, including, without limitation,
their tax status, should consult an appropriate independent professional adviser in the
relevant jurisdiction without delay.
FORWARD-LOOKING STATEMENTS
This Abridged Pre-listing Statement includes statements that are, or may be forward-
looking statements. Forward-looking statements are not based on historical facts, but
rather reflect AGA’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”, “could”, “may”, “would”, “estimated”, “potential”, “outlook” or other similar words
and phrases. Similarly, statements that describe AGA’s objectives, plans or goals are or
may be forward-looking statements.
AGA Shareholders should consider any forward-looking statements or forecasts in light
of the risks and uncertainties described in the information contained or incorporated by
reference in this Abridged Pre-listing Statement. These forward-looking statements
involve known and unknown risks, uncertainties and other factors that may cause the
Group’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 AGA and NewCo believe 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 Reorganisation, the
possibility that the AGA Shareholders will not approve the Reorganisation, that the
Reorganisation will not receive other necessary approvals or that the Reorganisation is
otherwise not completed (whether following the occurrence of a Material Adverse Effect
or otherwise), the possibility that the expected benefits from the Reorganisation will not
be realised or will not be realised within the expected time period, operational disruption
due to the Reorganisation, the incurrence of unexpected transaction costs and expenses
or total transaction costs and expenses being higher than current estimates, the degree
to which AGA is successful in implementing the Reorganisation (and deriving the
anticipated benefits from the Reorganisation) and other changes which AGA and/or
NewCo may make to the Group’s corporate structure, changes in economic, social and
political and market conditions, including related to inflation or international conflicts, the
success of business and operating initiatives, changes in the regulatory environment and
other government actions, including environmental approvals, fluctuations in gold prices
and exchange rates, the outcome of pending or future litigation proceedings, any supply
chain disruptions, any public health crises, pandemics or epidemics (including the COVID-
19 pandemic), and other business and operational risks and other factors, including
mining accidents. These factors are not necessarily all of the important factors that could
cause AGA’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.
AGA Shareholders are therefore cautioned not to place undue reliance on the forward-
looking statements and are advised to read the Disclosure Package in its entirety.
Forward-looking statements included in this Abridged Pre-listing Statement are made only
as at the date on which the forward-looking statement is made, and neither NewCo nor
AGA intends to update or release any revisions to these forward-looking statements,
except as is required by law. New factors may emerge from time to time that could cause
the Group’s business, or other matters to which such forward-looking statements relate,
not to develop as expected and it is not possible to predict all of them. Further, the extent
to which any factor or combination of factors may cause actual results or matters to differ
materially from those contained in any forward-looking statement is not known.
The forward-looking statements contained in this Abridged Pre-listing Statement have not
been reviewed nor reported on by AGA’s or NewCo’s auditors or the Independent
Reporting Account. Each of AGA and NewCo qualifies all of its forward-looking
statements by these factors and statements.
