Shareholder Meeting & Renewal of Cautionary Announcement
September 23 2010 - 6:33AM
UK Regulatory
TIDMAGD
AngloGold Ashanti Limited
(Incorporated in the Republic of South Africa Reg. No. 1944/017354/06)
ISIN No. ZAE000043485 - JSE share code: ANG CUSIP: 035128206 - NYSE share
code: AU
Website: www.anglogoldashanti.com
News Release
SHAREHOLDER MEETING AND RENEWAL OF CAUTIONARY ANNOUNCEMENT
At the annual general meeting held on 7 May 2010, AngloGold Ashanti
shareholders approved with a 94.3% majority, a resolution giving authority to
the directors of AngloGold Ashanti to issue convertible bonds. On 15 September
2010, AngloGold Ashanti announced the pricing of the US$789,086,750 6.00%
mandatory convertible subordinated bonds due 2013 (the "Mandatory Convertible
Bonds") offering (the "Offering") by its wholly-owned subsidiary AngloGold
Ashanti Holdings Finance plc.
Given that the specific terms of the Mandatory Convertible Bonds were not known
at the time of the launch of the Offering, the directors of AngloGold Ashanti
will now seek a specific authority and approval from shareholders for the
directors of AngloGold Ashanti to allot and issue up to 18,140,000 ordinary
shares of R0.25 each in the authorised but unissued share capital of the
Company for purposes of the conversion of the Mandatory Convertible Bonds. The
specific authority will enable AngloGold Ashanti to allot and issue AngloGold
Ashanti ordinary shares underlying the American Depositary Shares ("ADSs")
deliverable upon conversion of the Mandatory Convertible Bonds.
Prior to the grant of the specific authority, upon conversion, the Mandatory
Convertible Bonds are subject to automatic cash settlement. Thereafter, the
automatic cash settlement provisions will cease to apply and the Mandatory
Convertible Bonds will be convertible into AngloGold Ashanti ADSs.
Gross proceeds of US$789,086,750 were raised upon the issue of the Mandatory
Convertible Bonds. The Mandatory Convertible Bonds, subject to the approval of
the specific authority, are initially convertible into a maximum of 18,140,000
AngloGold Ashanti ADSs at the initial price of US$43.50 and are initialy
convertible into a minimum of approximately 14,511,937 AngloGold Ashanti ADSs
at the threshold appreciation price of approximately US$54.375 (representing a
premium of 25% over the initial issue price of US$43.50). This means that,
subject to the approval of the specific authority, should the price of
AngloGold Ashanti ordinary shares increase such that the AngloGold Ashanti ADS
price is at or above US$54.375 at maturity of the Mandatory Convertible Bonds,
AngloGold Ashanti will be required to allot and issue approximately 14,511,937
AngloGold Ashanti ordinary shares (which would represent the same number of
ADSs), which is 3,628,063 AngloGold Ashanti ordinary shares less than the
maximum number of 18,140,000 AngloGold Ashanti ordinary shares for which the
approval to allot and issue is sought under the specific authority.
Furthermore, should the price of AngloGold Ashanti ordinary shares fall such
that the AngloGold Ashanti ADS price is at or below the initial price of
US$43.50, AngloGold Ashanti will only be required to allot and issue a maximum
number of 18,140,000 AngloGold Ashanti ordinary shares (which would represent
the same number of ADSs).
A circular, convening a general meeting of shareholders regarding the granting
of the specific authority to be held on Tuesday, 26 October 2010 at 10:00 SA
time at the Auditorium, 76 Jeppe Street, Newtown, Johannesburg, South Africa
will be posted to shareholders today, Thursday 23 September 2010.
Pro forma financial effects of Mandatory Convertible Bonds
The unaudited pro forma financial information of AngloGold Ashanti was prepared
in order to illustrate the effects of the issue and conversion of the Mandatory
Convertible Bonds, assuming that the issue and conversion of the Mandatory
Convertible Bonds took place on 1 January 2010 for purposes of the income
statement and on 30 June 2010 for purposes of the balance sheet. The pro forma
financial information below assumes that the Mandatory Convertible Bonds are
converted for AngloGold Ashanti ADSs at the 0.91954 Conversion Ratio, which is
equivalent to a convertible price of approximately US$54.375 per AngloGold
Ashanti ADS. The information has been prepared for illustrative purposes only
and may not, because of its nature (including the assumption of the initial
price, conversion ratio and conversion price) give a true picture of the
financial position of AngloGold Ashanti. It does not purport to be indicative
of what the financial results would have been if the conversion of the
Mandatory Convertible Bonds had actually occurred at an earlier date. The pro
forma financial information is the responsibility of the directors.
The pro forma historical financial effects of the issue and conversion of the
Mandatory Convertible Bonds are as follows:
For the six months ended Before the After % Change
30 June 2010 (per AngloGold Mandatory Conversion of
Ashanti ordinary share) Convertible the Mandatory
Bonds Issue Convertible
Bonds
Net asset value per share1 US cents 809 986 22%
Net tangible asset value per US cents 764 942 23%
share1
Basic loss per share US cents (8) (15) 88%
(continuing
operations)2
Diluted loss per share US cents (8) (15) 88%
(continuing
operations)3
Headline loss per share4 US cents (3) (11) 267%
Weighted average number of 366,961,310 381,473,310 4%
shares
in issue5
Weighted average diluted 366,961,310 381,473,310 4%
number of
shares in issue6
Number of shares in issue7 365,758,792 380,270,792 4%
The negative swings in basic loss per share, diluted loss per share and
headline loss per share are primarily due to the realisation of non-hedge
derivatives losses.
Notes:
1. Net asset value per share is computed by dividing total equity of $2,959
million before conversion ($3,748 million after conversion) by the number
of shares in issue being 365,758,792 shares before conversion (380,270,792
shares after conversion). Net tangible asset value per share is computed by
dividing total equity (excluding intangible assets) of $2,792 million
before conversion ($3,581 million after conversion) by the number of shares
in issue being 365,758,792 shares before conversion (380,270,792 after
conversion).
2. Basic loss per share is computed by dividing net loss by the weighted
average number of shares in issue.
3. The diluted loss per share is computed by dividing net loss by the weighted
average diluted number of shares in issue.
4. Headline loss removes items of a capital nature from the calculation of
loss per share. Headline loss per share is computed by dividing headline
loss by the weighted average number of shares in issue.
5. The weighted average number of AngloGold Ashanti ordinary shares in issue
was 366,961,310 for the six months ended 30 June 2010 and as a result of
the issuance of 14,512,000 AngloGold Ashanti ordinary shares at a price of
US$54.375, the weighted average number of AngloGold Ashanti ordinary shares
in issue for that period would have been 381,473,310.
6. The weighted average diluted number of AngloGold Ashanti ordinary shares in
issue for the six months ended 30 June 2010 does not assume the effect of
971,993 shares issuable upon the exercise of the share incentive options as
well as 15,384,615 shares issuable upon the conversion of the convertible
bond issued in May 2009, as their effects are anti-dilutive.
7. The number of AngloGold Ashanti ordinary shares in issue as at 30 June 2010
was 365,758,792 and, as a result of the issue, the number of AngloGold
Ashanti ordinary shares in issue as at that date would have been
380,270,792.
Renewal of cautionary announcement
The outcome of the shareholder's meeting may have a material impact on
AngloGold securities. AngloGold Ashanti shareholders are therefore advised to
exercise caution when dealing in AngloGold Ashanti's securities until a further
announcement is made on the outcome of the shareholders' meeting.
Johannesburg
23 September 2010
JSE Sponsor: UBS
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 in which such offer, solicitation or sale
would be unlawful prior to registration or qualification under the securities
laws of such jurisdiction.
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: AngloGold Ashanti's strategy to reduce its
gold hedging positions including the extent and effect of the reduction of its
gold hedging positions; the economic outlook for the gold mining industry;
expectations regarding gold prices, production, cash 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; the completion of announced mergers and acquisitions transactions;
AngloGold Ashanti's liquidity and capital resources and expenditure; the
outcome and consequences of any pending litigation proceedings; and AngloGold
Ashanti's Project One performance targets. 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 2009, which was filed with
the Securities and Exchange Commission ("SEC") on 19 April 2010 and amended on
18 May 2010 and the prospectus supplements filed in connection with the
Offering on 15 September 2010. 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.
ENDS
__________________________________________________________________________________________________________________
Contacts
Tel: E-mail:
Alan Fine (Media) +27 (0) 11 637- / +27 (0) 83 250 afine@anglogoldashanti.com
6383 0757
Joanne Jones +27 (0) 11 637- / +27 (0) 82 896 jjones@anglogoldashanti.com
(Media) 6813 0306
Sicelo Ntuli +27 (0) 11 / +27 (0) 71 608 sntuli@anglogoldashanti.com
(Investors) 637-6339 0991
Stewart Bailey +1 212 836 4303 / +1 646 338 4337 sbailey@anglogoldashanti.com
(Investors) / +27 (0) 82 330
9628
END
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