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Anglogold Limited - Announcement
ANGLOGOLD LIMITED
(Registration number 1944/017354/06)
(Incorporated in the Republic of South Africa)
("AngloGold")
ISIN: ZAE000014601
JSE Share code: ANG
Memorandum and Articles of Association
Odd-lot offer
Sub-division of ordinary shares
1. INTRODUCTION
Subject to the passing, and where necessary registration, of the
required resolutions of shareholders in general meeting, AngloGold
proposes to:
adopt a new Memorandum and Articles of Association;
implement an odd-lot offer to shareholders holding less than 50 ordinary
shares in aggregate; and
sub-divide each ordinary share of the company on a 2:1 basis.
2. MEMORANDUM AND ARTICLES OF ASSOCIATION
Memorandum of Association
The existing Memorandum of Association was registered at the time of the
company`s incorporation as Vaal Reefs Exploration and Mining Company
Limited on 29 May 1944. A certificate of change of name to Anglogold
Limited with effect from 30 March 1998 was issued by the Registrar of
Companies on 13 March 1998. The proposed new Memorandum of Association
will reflect succinct statements of AngloGold`s main business and object,
as provided for in terms of the Companies Act, 1973.
New Articles of Association
The present Articles of Association were adopted and registered in April
1997. The proposed new Articles of Association take cognisance of
numerous subsequent amendments to the Companies Act, the current Listings
Requirements of the JSE Securities Exchange South Africa ("JSE") and other
stock exchanges on which the company`s shares are listed, the
implementation of STRATE (Shares Transactions Totally Electronic) and the
issue of the King Report on Corporate Governance for South Africa 2002.
The new Memorandum and Articles of Association have been approved by the
JSE and the Australian Stock Exchange.
3. ODD-LOT OFFER
There are currently 15,555 shareholders in AngloGold holding less than
50 ordinary shares ("odd-lot holders"). These odd-lot holders hold
175,050 ordinary shares which constitutes only 0.16% of the total number
of ordinary shares in issue.
In order to reduce the substantial recurring costs of administration
associated with this large number of odd-lot holders, the board of
directors of AngloGold has proposed the implementation of an odd-lot offer
("odd-lot offer") to facilitate a reduction in the number of odd-lot
holders in AngloGold in an equitable manner. A significant number of odd-
lot holders received their odd-lot holdings at the time of the formation
of AngloGold in 1998.
The odd-lot offer is not available to
- holders of American Depositary Shares (ADSs); or
- shareholders whose registered addresses are, or who are located, in
the United States or to shareholders who are U.S. persons; or
- holders of CHESS Depositary Interests (CDIs).
- holders of AngloGold shares in book entry form through the Euroclear
France system under Euroclear France securities code 12969.
Offer price
The odd-lot offer will be implemented at an offer price of R493.32 per
ordinary share, being the volume weighted average traded price of
AngloGold ordinary shares on the JSE over the 10 trading days ended
Tuesday, 29 October 2002.
Mechanism of the odd-lot offer
All ordinary shareholders who hold, individually, in aggregate less than
50 ordinary shares ("odd-lot holdings") will be afforded the opportunity
to participate in the odd-lot offer which opens at 09:00 on Monday,
11 November 2002 and closes at 16:00 on Friday, 20 December 2002. The odd-
lot offer will be implemented on the basis that odd-lot holders may,
during the aforementioned offer period, elect to:
- sell their odd-lot holdings to AngloGold at the offer price of
R493.32 ordinary share ("the cash alternative"); or
- purchase sufficient additional AngloGold ordinary shares at R468.65,
being the offer price less a 5% discount, per ordinary share to increase
their odd-lot holdings to 50 ordinary shares ("the share purchase
alternative"); or
- retain their odd-lot holdings.
Odd-lot holders who do not, on or before 16:00 on Friday, 20 December
2002, make an election to accept the cash alternative, the share purchase
alternative or to retain their odd-lot holdings, will be deemed to have
accepted the cash alternative, and, accordingly, will be entitled to
receive payment of the offer price of R493.32 per ordinary share
multiplied by the number of AngloGold shares held.
Shareholders should note that any payments due will only be made against
surrender of existing ordinary share certificates or other documents of
title.
Transaction costs (including stamp duty) in respect of the odd-lot offer
will be paid by AngloGold.
The ordinary shares of these odd-lot holders who do not make an election
or who elect the cash alternative will be sold in the first instance to
those odd-lot holders who elect to increase their holdings to 50 ordinary
shares and any surplus ordinary shares will be purchased at the offer
price by AngloGold.
To the extent that the number of ordinary shares being sold is
insufficient to meet the aggregate requirements of those odd-lot holders
who elect to increase their holding to 50 ordinary shares, AngloGold will
issue new ordinary shares to the odd-lot holders in question at the offer
price less a 5% discount.
AngloGold will purchase, at the offer price, the ordinary shares of those
odd-lot holders who elect to sell their odd-lot holdings and those who
make no election, to the extent that the number of such odd-lot holdings
exceed the number of ordinary shares required to be transferred to those
odd-lot holders who elect the share purchase alternative.
3.4 Conditions precedent
The implementation of the odd-lot offer is subject to the fulfilment of
the conditions precedent that the special resolutions, relating to the
adoption of the new Memorandum and Articles of Association and to the
granting to AngloGold of a specific authority to repurchase its ordinary
shares, are duly passed by shareholders in general meeting and registered
by the Registrar of Companies.
3.5 Effect on ordinary share capital
The potential specific repurchase of ordinary shares or the issue of new
ordinary shares for cash under general authority by AngloGold, as a result
of the odd-lot offer, will have no material effect on AngloGold`s ordinary
share capital.
3.6 Financial effects
The odd-lot offer and the potential specific repurchase of ordinary shares
by AngloGold, or the potential issue of new ordinary shares for cash under
general authority by AngloGold, will not have any material effect on the
net asset value, the headline earnings or the earnings per ordinary share
of AngloGold.
4. SUB-DIVISION OF ORDINARY SHARES
4.1 The AngloGold ordinary share price is currently at very high levels
relative to the shares of other gold companies listed on the JSE, which
makes it difficult for smaller investors to invest in AngloGold.
In order to make AngloGold`s ordinary shares more affordable, the
directors of AngloGold have proposed that, subsequent to the closure of
the odd-lot offer, with effect from the close of business on Tuesday, 24
December 2002, each ordinary share of 50 cents each will be sub-divided
into 2 ordinary shares of 25 cents each.
Following the sub-division of ordinary shares:
- the ADS to ordinary share ratio will change from two AngloGold ADSs
to one AngloGold ordinary share to one AngloGold ADS being equal to one
new AngloGold ordinary share;
- the ratio of CDIs to new AngloGold ordinary shares will be adjusted
so that one new AngloGold ordinary share will be equivalent to 5 AngloGold
CDIs. The net effect on CDI holders of the sub-division of the AngloGold
shares and the adjustment of the CDI ratio is that the number of CDIs held
by each CDI holder will not change. Holders of CDIs will be issued with a
new holding statement;
- the ratio of CDIs to ADSs will be adjusted so that 5 AngloGold CDIs
will be equivalent to one AngloGold ADS.
4.2 Condition precedent
The sub-division is conditional on the special resolution relating to the
sub-division being passed by shareholders in general meeting and
registered by the Registrar of Companies.
4.3 Financial effects
The sub-division will result in the pro forma net asset value, headline
earnings and earnings per ordinary share of AngloGold being reduced by a
factor of 2.
5. SALIENT DATES AND TIMES
2002
Election period for the odd-lot offer opens Monday, 11 November
at 09:00 on
Forms of proxy to be received by 10:00 on Tuesday, 3 December
General meeting to be held at 10:00 on Thursday, 5 December
Results of general meeting published in the Thursday, 5 December
South African press on Friday, 6 December
and released on all relevant stock
exchanges` news service on
Circular containing a second form of Friday, 6 December
surrender posted to shareholders on
Last day to trade on the JSE in order to Thursday, 12 December
participate in the odd-lot offer
Election period for the odd-lot offer Friday, 20 December
closes (and forms of election to be
received by) 16:00 on
Record date to determine those shareholders Friday, 20 December
entitled to participate in the odd-lot
offer at the close of business on
Implementation of the odd-lot offer takes Friday, 20 December
effect after close of business on
Results of the odd-lot offer published in Monday, 23 December
the South African press and released on all
relevant stock exchanges` new services on
Safe custody accounts debited/credited and Monday, 23 December
updated at CSDP/ broker, in respect of
shareholders holding dematerialised shares
who accepted the odd-lot offer, on
Cheques posted/electronic funds transfers Monday, 23 December
effected in respect of certificated
shareholders against surrender of existing
document(s) of title pursuant to:
the sale of odd-lot holdings in respect of
certificated shares, or
the election by shareholders of the cash
alternative
from
Last day to trade in existing shares, prior Tuesday, 24 December
to the sub-division taking effect at close
of business on
Shares will trade as new sub-divided Friday, 27 December
AngloGold shares from
2003
Record date for the sub-division Friday, 3 January
New share certificates in respect of new Monday, 6 January
AngloGold shares posted to shareholders who
hold certificated shares against surrender
of existing document(s) of title and new
share certificates in respect of new
AngloGold shares posted to shareholders who
accepted the odd-lot offer from
Safe custody accounts updated at Monday, 6 January
CSDP/broker, in respect of shareholders
holding dematerialised shares, on
Notes:
The above dates and South African times, are subject to change. Any
changes will be published in the South African press and released on all
relevant stock exchanges` news services.
Shareholders may not dematerialise or rematerialise their AngloGold
ordinary shares from the commencement of business on Friday, 13 December
2002 to the close of business on Friday, 3 January 2003.
Dematerialised odd-lot holders are required to notify their duly appointed
CSDP or broker of their odd-lot offer election in the manner and time
stipulated in the custody agreement governing the relationship between the
odd-lot holder and his/her CSDP or broker.
GENERAL MEETING
A general meeting of ordinary shareholders of AngloGold will be held at
The Johannesburg Country Club, Napier Road, Auckland Park, Johannesburg,
at 10:00 on Thursday, 5 December 2002, at which meeting the special and
ordinary resolutions required to adopt the new Memorandum and Articles of
Association and to implement the odd-lot offer and the sub-division of
ordinary shares will be proposed.
CIRCULAR
A circular to AngloGold`s ordinary shareholders containing details of the
proposed adoption of a new Memorandum and Articles of Association, the odd-
lot offer and sub-division of ordinary shares, a notice of general
meeting, a form of proxy, a voting instruction form, a form of election
and a form of surrender, will be posted to ordinary shareholders on or
about Monday, 11 November 2002.
The circular will be available on the Internet at http://www.anglogold.com
and additional copies in printed format may be obtained from the offices
of AngloGold`s share registrars in Johannesburg, Bristol and Perth.
Johannesburg
11 November 2002
JSE Sponsor Legal Advisers
UBS Warburg Australia - Freehills
South Africa - Tabacks
United States of America & United Kingdom -
Shearman &
Sterling
Date: 11/11/2002 07:05:00 AM Supplied by www.sharenet.co.za
Produced by the JSE SENS Department
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