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ANGLOGOLD LIMITED
(INCORPORATED IN THE REPUBLIC OF SOUTH AFRICA)
(REGISTRATION NUMBER 05/17354/06)
("ANGLOGOLD")
PROPOSED ACQUISITION BY ANGLOGOLD OF THE ENTIRE ISSUED SHARE CAPITAL IN ACACIA
RESOURCES LIMITED AND CAUTIONARY ANNOUNCEMENT
INTRODUCTION
THE BOARD OF ANGLOGOLD, THE WORLD'S LARGEST GOLD PRODUCER, IS PLEASED TO
ANNOUNCE THAT IT HAS LAUNCHED A BID TO ACQUIRE ACACIA RESOURCES LIMITED
("ACACIA"), ONE OF AUSTRALIA'S PREMIER GOLD COMPANIES.
2. RATIONALE FOR THE PROPOSED ACQUISITION
ANGLOGOLD PURSUES VALUE THROUGH GROWTH. IT SEEKS TO LOWER ITS RISK PROFILE
THROUGH COUNTRY, ORE BODY AND TECHNOLOGY DIVERSIFICATION. THE ACQUISITION OF
ACACIA WILL INCREASE ANGLOGOLD'S PRODUCTION BY HALF A MILLION OUNCES A YEAR AND
THE OPEN CUT PORTION OF ITS GOLD PRODUCTION FROM 16 PER CENT TO APPROXIMATELY
23 PER CENT. THE ACACIA ASSETS, WITH THEIR LOWER PROJECTED CASH COSTS, WILL
ALSO ENHANCE ANGLOGOLD'S COST PROFILE.
THE PURPOSE OF THIS ACQUISITION IS TO COMBINE QUALITY AFRICAN, US AND SOUTH
AMERICAN GOLD PRODUCTION WITH QUALITY AUSTRALIAN PRODUCTION, CREATING A GLOBAL
PLAYER WELL POSITIONED TO PLAY A LEADING ROLE IN THE NEW MILLENNIUM. THE
COMBINATION OF THESE COMPANIES WILL OFFER SHAREHOLDERS THE OPPORTUNITY TO HOLD
ONE OF THE WORLD'S LEADING GOLD INVESTMENTS. BOTH ANGLOGOLD AND ACACIA
MANAGEMENT ANTICIPATE REAL BENEFITS FOR THE ENLARGED COMPANY TO COME FROM
ACCESS TO POOLED MANAGERIAL AND TECHNICAL EXPERTISE AND A COMMITMENT TO FURTHER
DEVELOP A WORLD-CLASS AUSTRALIAN BUSINESS.
3. TERMS OF THE PROPOSED ACQUISITION
ANGLOGOLD'S OFFER TO ACQUIRE THE ENTIRE ISSUED SHARE CAPITAL IN ACACIA INVOLVES
AN EXCHANGE OF ANGLOGOLD SHARES FOR THOSE OF ACACIA AT THE RATE OF 3.5
ANGLOGOLD SHARES PER 100 ACACIA SHARES. ACACIA HAS ADVISED ANGLOGOLD THAT ITS
BOARD INTENDS TO RECOMMEND ACCEPTANCE OF THE OFFER, IN THE ABSENCE OF A HIGHER
OFFER.
ANGLOGOLD'S CLOSING PRICE ON THE JOHANNESBURG STOCK EXCHANGE ON FRIDAY, 8
OCTOBER 1999 WAS R375 (APPROXIMATELY A$94 OR US$62) AND THE ACACIA PRICE ON THE
AUSTRALIAN STOCK EXCHANGE WAS A$2.66. THE OFFER REPRESENTS A PREMIUM OF 24 PER
CENT ON THE ACACIA PRICE, GIVING THE OFFER A VALUE OF A$3.30 PER ACACIA SHARE
AND THE TRANSACTION A VALUE OF A$832MILLION (US$546 MILLION).
THE TRANSACTION HAS A BROADLY NEUTRAL EFFECT ON ANGLOGOLD'S EARNINGS PER SHARE
(EXCLUDING GOODWILL) AND A POSITIVE EFFECT ON CASH FLOW AND NET ASSET VALUE PER
SHARE.
ANGLOGOLD SHARES ARE TRADEABLE IN NEW YORK, JOHANNESBURG, LONDON, PARIS AND
BRUSSELS. THE COMPANY INTENDS TO SEEK A LISTING OF ITS SHARES ON THE AUSTRALIAN
STOCK EXCHANGE. THE STOCK IS MOST LIQUID ON THE JOHANNESBURG AND NEW YORK
EXCHANGES.
4. CONDITIONS PRECEDENT TO THE PROPOSED ACQUISITION
IT IS ANTICIPATED THAT THE OFFER WILL BE DISPATCHED IN THE FIRST HALF OF
NOVEMBER AND WILL BE OPEN FOR ONE MONTH. THE OFFER WILL NOT BE SUBJECT TO A
MINIMUM ACCEPTANCE CONDITION BUT WILL BE CONDITIONAL ON SOUTH AFRICAN RESERVE
BANK ("SARB") AND AUSTRALIAN FOREIGN INVESTMENT REVIEW BOARD ("FIRB") APPROVAL
AND ON THERE BEING NONE OF THE STANDARD PRESCRIBED OCCURRENCES IN ACACIA AS
DEFINED BY AUSTRALIAN CORPORATIONS LAW. IT IS ANGLOGOLD'S INTENTION TO DECLARE
ITS OFFER FREE FROM ALL CONDITIONS FOLLOWING DISPATCH OF ITS OFFER TO
SHAREHOLDERS AND AFTER RECEIPT OF SARB AND FIRB APPROVAL.
5. DESCRIPTION OF ACACIA
ACACIA WAS LISTED ON THE AUSTRALIAN STOCK EXCHANGE IN 1994 WHEN SHELL AUSTRALIA
FLOATED OFF ITS MINERAL ASSETS. ITS GOLD ASSETS INCLUDE FOUR OPERATIONS
PRODUCING MORE THAN 500,000 OUNCES A YEAR. THESE ARE SUNRISE DAM (100% OWNED)
AND BODDINGTON (33.33%) IN WESTERN AUSTRALIA AND PINE CREEK (100%) AND TANAMI
(40%) IN THE NORTHERN TERRITORY. IN OCTOBER 1999, THE COMPANY HAD 3.8 MILLION
OUNCES OF RESERVES AND 11.4 MILLION OUNCES RESOURCES. ACACIA IS EXTENSIVELY
INVOLVED IN EXPLORATION IN AUSTRALIA AND HAS A WELL-MANAGED FORWARD SELLING
PROGRAMME. ACACIA ALSO HAS INTERESTS IN BAUXITE AND MAGNESITE.
6. CAUTIONARY ANNOUNCEMENT
SHAREHOLDERS OF ANGLOGOLD ARE ADVISED TO EXERCISE CAUTION WHEN TRADING IN THEIR
ANGLOGOLD SHARES UNTIL SUCH TIME AS A FURTHER ANNOUNCEMENT IS MADE.
JOHANNESBURG
11 OCTOBER 1999
ADVISORS TO ANGLOGOLD:
FINANCIAL
DEUTSCHE BANK AG
ACCOUNTANTS:
ERNST AND YOUNG
LEGAL:
DENEYS REITZ
FREEHILL HILLINGDALE & PAGE
SHEARMAN & STERLING
ANGLOGOLD BIDS FOR ACACIA RESOURCES - NEWS RELEASE
CORPORATE COMMUNICATIONS DEPARTMENT
12TH FLOOR, 11 DIAGONAL STREET
JOHANNESBURG 2001
TELEPHONE: (+27 11) 637 6147
FOR IMMEDIATE RELEASE
11 OCTOBER 1999
ANGLOGOLD BIDS FOR ACACIA RESOURCES
THE BOARD OF ANGLOGOLD, THE WORLD'S LARGEST GOLD PRODUCER, IS PLEASED TO
ANNOUNCE THAT IT HAS LAUNCHED A BID TO ACQUIRE ACACIA RESOURCES, ONE OF
AUSTRALIA'S PREMIER GOLD COMPANIES.
ANGLOGOLD'S OFFER TO ACQUIRE THE ENTIRE ISSUED SHARE CAPITAL IN ACACIA INVOLVES
AN EXCHANGE OF ANGLOGOLD SHARES FOR THOSE OF ACACIA AT THE RATE OF 3.5
ANGLOGOLD SHARES PER 100 ACACIA SHARES. ACACIA HAS ADVISED ANGLOGOLD THAT ITS
BOARD INTENDS TO RECOMMEND ACCEPTANCE OF THE OFFER, IN THE ABSENCE OF A HIGHER
OFFER.
IT IS ANTICIPATED THAT THE OFFER WILL BE DISPATCHED IN THE FIRST HALF OF
NOVEMBER AND WILL BE OPEN FOR ONE MONTH. THE OFFER WILL NOT BE SUBJECT TO A
MINIMUM ACCEPTANCE CONDITION BUT WILL BE CONDITIONAL ON SOUTH AFRICAN RESERVE
BANK (SARB) AND AUSTRALIAN FOREIGN INVESTMENT REVIEW BOARD (FIRB) APPROVAL AND
ON THERE BEING NONE OF THE STANDARD PRESCRIBED OCCURRENCES IN ACACIA AS DEFINED
BY AUSTRALIAN CORPORATIONS LAW. IT IS ANGLOGOLD'S INTENTION TO DECLARE ITS
OFFER FREE FROM ALL CONDITIONS FOLLOWING DISPATCH OF ITS OFFER TO SHAREHOLDERS
AND AFTER RECEIPT OF SARB AND FIRB APPROVAL.
ANGLOGOLD'S CLOSING PRICE ON THE JOHANNESBURG STOCK EXCHANGE ON FRIDAY, 8
OCTOBER 1999 WAS R375 (APPROXIMATELY A$94 OR US$62) AND THE ACACIA PRICE ON THE
AUSTRALIAN STOCK EXCHANGE WAS A$2.66. THE OFFER REPRESENTS A PREMIUM OF 24 PER
CENT ON THE ACACIA PRICE, GIVING THE OFFER A VALUE OF A$3.30 PER ACACIA SHARE
AND THE TRANSACTION A VALUE OF A$832 MILLION (US$546 MILLION).
ANGLOGOLD IS PURSUING VALUE THROUGH GROWTH. IT SEEKS TO LOWER ITS RISK PROFILE
THROUGH COUNTRY, ORE BODY AND TECHNOLOGY DIVERSIFICATION. THE ACQUISITION OF
ACACIA WILL INCREASE ANGLOGOLD'S PRODUCTION BY HALF A MILLION OUNCES A YEAR AND
THE OPEN CUT PORTION OF ITS GOLD PRODUCTION FROM 16 PER CENT TO APPROXIMATELY
23 PER CENT. THE ACACIA ASSETS, WITH THEIR LOWER PROJECTED CASH COSTS, WILL
ALSO ENHANCE ANGLOGOLD'S COST PROFILE.
THE PURPOSE OF THIS ACQUISITION IS TO COMBINE QUALITY AFRICAN, UNITED STATES
AND SOUTH AMERICAN GOLD PRODUCTION WITH QUALITY AUSTRALIAN PRODUCTION, CREATING
A GLOBAL PLAYER WELL POSITIONED TO PLAY A LEADING ROLE IN THE NEW MILLENNIUM.
THE COMBINATION OF THESE COMPANIES WILL OFFER SHAREHOLDERS THE OPPORTUNITY TO
HOLD ONE OF THE WORLD'S LEADING GOLD INVESTMENTS. BOTH ANGLOGOLD AND ACACIA
MANAGEMENT ANTICIPATE REAL BENEFITS FOR THE ENLARGED COMPANY TO COME FROM
ACCESS TO POOLED MANAGERIAL AND TECHNICAL EXPERTISE AND A COMMITMENT TO FURTHER
DEVELOP A WORLD-CLASS AUSTRALIAN BUSINESS.
THE TRANSACTION HAS A BROADLY NEUTRAL EFFECT ON ANGLOGOLD'S EARNINGS PER SHARE
(EXCLUDING GOODWILL) AND A POSITIVE EFFECT ON CASH FLOW AND NET ASSET VALUE PER
SHARE.
ANGLOGOLD SHARES ARE TRADABLE IN NEW YORK, JOHANNESBURG, LONDON, PARIS AND
BRUSSELS. THE COMPANY INTENDS TO SEEK A LISTING OF ITS SHARES ON THE
AUSTRALIAN STOCK EXCHANGE. THE STOCK IS MOST LIQUID ON THE JOHANNESBURG AND
NEW YORK EXCHANGES.
ANGLOGOLD PRODUCES APPROXIMATELY 7 MILLION OUNCES OF GOLD A YEAR AND HAS 126
MILLION OUNCES OF RESERVES AND 173 MILLION OUNCES OF RESOURCES. ITS CURRENT
MARKET CAPITALISATION IS APPROXIMATELY US$6 BILLION. IT WAS FORMED IN JUNE
1998 THROUGH A MERGER OF THE GOLD OPERATIONS, MINERAL RIGHTS AND EXPLORATION
ACTIVITIES OF ANGLO AMERICAN CORPORATION OF SOUTH AFRICA. SINCE THEN, ITS
SHARES HAVE OUT-PERFORMED THE S & P GOLD INDEX BY 32 PER CENT. FOR THE YEAR
ENDED 31 DECEMBER 1998, ITS PROFIT AFTER TAX WAS US$318 MILLION AND IT
DISTRIBUTED US$257 MILLION TO SHAREHOLDERS IN DIVIDENDS.
THE COMPANY HAS 14 OPERATIONS IN SOUTH AFRICA, ONE IN EACH OF NAMIBIA AND MALI,
TWO IN THE UNITED STATES, TWO IN BRAZIL AND ONE IN ARGENTINA. IT IS EXPLORING
FOR GOLD IN 12 COUNTRIES. ANGLOGOLD HAS SOME OF THE LOWEST TOTAL PRODUCTION
COSTS GLOBALLY AND HAS STEADILY REDUCED ITS CASH OPERATING COSTS TO COMPETITIVE
INTERNATIONAL LEVELS, DESPITE OPERATING THE DEEPEST UNDERGROUND MINES IN THE
WORLD.
THE ANGLOGOLD HEDGING POLICY IS TO PRICE FORWARD A CONSERVATIVE AMOUNT OF
PRODUCTION IN ORDER TO OBTAIN A MEASURE OF REVENUE CERTAINTY. AT THE END OF
THE SECOND QUARTER OF 1999, THE COMPANY REPORTED FORWARD SALES OF 13 MILLION
OUNCES, SPREAD OVER A NUMBER OF YEARS, BUT EQUAL TO LESS THAN 40 PER CENT OF
PRODUCTION OVER FIVE YEARS. THAT HEDGE REMAINS IN PLACE AND THE COMPANY WILL
CONTINUE TO MANAGE ITS FORWARD POSITION ACTIVELY INTO THE FUTURE, AS IT HAS IN
PREVIOUS PERIODS OF RISING GOLD PRICES.
ACACIA WAS LISTED ON THE AUSTRALIAN STOCK EXCHANGE IN 1994 WHEN SHELL AUSTRALIA
FLOATED OFF ITS MINERAL ASSETS. ITS GOLD ASSETS INCLUDE FOUR OPERATIONS
PRODUCING MORE THAN 500,000 OUNCES A YEAR. THESE ARE SUNRISE DAM (100% OWNED)
AND BODDINGTON (33.33%) IN WESTERN AUSTRALIA AND PINE CREEK (100%) AND TANAMI
(40%) IN THE NORTHERN TERRITORY. IN OCTOBER 1999, THE COMPANY HAD 3.8 MILLION
OUNCES OF RESERVES AND 11.4 MILLION OUNCES OF RESOURCES. IT IS EXTENSIVELY
INVOLVED IN EXPLORATION IN AUSTRALIA AND HAS A WELL-MANAGED FORWARD SELLING
PROGRAMME. ACACIA ALSO HAS INTERESTS IN BAUXITE AND MAGNESITE.
DISCLAIMER
EXCEPT FOR THE HISTORICAL INFORMATION WHICH MAY BE CONTAINED HEREIN, THERE
MAYBE MATTERS DISCUSSED IN THIS NEWS RELEASE THAT ARE FORWARD-LOOKING
STATEMENTS. SUCH STATEMENTS ARE ONLY PREDICTIONS AND ACTUAL EVENTS OR RESULTS
MAY DIFFER MATERIALLY. FOR A DISCUSSION OF IMPORTANT FACTORS INCLUDING, BUT
NOT LIMITED TO, DEVELOPMENT OF THE COMPANY'S BUSINESS, THE ECONOMIC OUTLOOK IN
THE GOLD MINING INDUSTRY, EXPECTATIONS REGARDING GOLD PRICES AND PRODUCTION,
AND OTHER FACTORS, WHICH COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM
SUCH FORWARD-LOOKING STATEMENTS, REFER TO THE COMPANY'S ANNUAL REPORT ON THE
FORM 20-F FOR THE YEAR ENDED DECEMBER 31, 1999 WHICH WAS FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION ON MARCH 30, 1999
ENDS
PLEASE NOTE: SUPPORTING DOCUMENTATION, GRAPHICS AND PICTURES ARE AVAILABLE ON
THE ANGLOGOLD WEBSITE, WWW.ANGLOGOLD. COM
WWW.ANGLOGOLD.COM
QUERIES :
MEDIA
JAMES DUNCAN
(+27) 82 892 8052 (M)
(+61) 3 9270 4197*
(+27 11) 637 6147 (W)
(+27 11) 849 4161 (H)
ALEX BUCK
(+44) 7932 740 452 (M)
(+61) 3 9270 4197
(+44 207 849 5630 (W)
INVESTORS
STEVE LENAHAN
(+61) 3 9270 4197*
(+1) 917 368 8075 (W)
CHARLES CARTER
(+1) 800 417 9255
(TOLL-FREE)
(+1) 303 888 7412 (M)
* UNTIL CLOSE OF BUSINESS ON WEDNESDAY 13 OCTOBER
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