Wrap Text
ANG - Anglogold Ashanti announces exercise of over-allotment option and
renewal of cautionary announcement
AngloGold Ashanti Limited
Incorporated in the Republic of South Africa
Registration Number: 1944/017354/06)
ISIN Number: ZAE000043485
JSE Share Code: ANG
("AngloGold Ashanti/Company")
THIS IS NOT AN OFFER FOR THE SALE OF SECURITIES. NOT FOR RELEASE OR
DISTRIBUTION IN OR INTO THE UNITED STATES
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN
OR INTO AUSTRALIA, CANADA OR JAPAN OR ANY OTHER STATE OR JURISDICTION IN
WHICH IT WOULD BE UNLAWFUL TO DO SO
EXERCISE OF OVER-ALLOTMENT OPTION AND RENEWAL OF CAUTIONARY ANNOUNCEMENT
Further to the announcement dated 15 September 2010 regarding the
pricing of AngloGold Ashanti`s offering of 15,773,914 AngloGold Ashanti
ordinary shares ("ordinary shares") in the form of ordinary shares or
AngloGold Ashanti American Depositary Shares ("ADSs") at a price of
US$43.50 per ADS and ZAR308.37 per ordinary share (the "Equity Offering")
and of an offering of US$686,162,400 6.00% mandatory convertible
subordinated bonds due 2013 ("Mandatory Convertible Bonds") by its wholly-
owned subsidiary, AngloGold Ashanti Holdings Finance plc (the "Mandatory
Convertible Bonds Offering"), AngloGold Ashanti announces that the
underwriters have exercised their option to subscribe for an additional
2,366,086 ordinary shares ("the Equity Offering Over-Allotment Option")
and for additional Mandatory Convertible Bonds in an aggregate principal
amount of US$102,924,350 ("the Mandatory Convertible Bond Over-Allotment
Option").
Following the exercise of the Equity Offering Over-Allotment Option
and pursuant to the Equity Offering, AngloGold Ashanti will issue
18,140,000 ordinary shares (the "Issue") equating to approximately 5% of
the ordinary issued share capital of AngloGold Ashanti in terms of the
shareholder`s resolution dated 7 May 2010.
Furthermore, following exercise of the Mandatory Convertible Bond Over-
Allotment Option and pursuant to the Mandatory Convertible Bonds
Offering, AngloGold Ashanti Holdings plc will issue US$789,086,750
Mandatory Convertible Bonds, which are initially convertible into
18,140,000 ADSs, subject to AngloGold Ashanti shareholders granting a
specific authority for the directors to issue 18,140,000 ordinary shares
underlying the ADSs deliverable upon the conversion of the Mandatory
Convertible Bonds.
The following additional disclosure is made in terms of the JSE
Listings Requirements relating to the Equity Offering.
The Equity Offering price per ordinary share represents a 1.5%
discount to the weighted average traded price of the equity securities on
the JSE Limited over the 30 days prior to the date that the Issue was
agreed in writing being 15 September 2010.
Unaudited pro forma per share information for the six months ended 30
June 2010
The unaudited pro forma financial information of AngloGold Ashanti has
been prepared in order to illustrate the effects of the Issue, assuming
that the Issue took place on 1 January 2010 for purposes of the income
statement for the six months ended 30 June 2010 and on 30 June 2010 for
purposes of the balance sheet. The information has been prepared for
illustrative purposes only and may not, because of its nature, 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 issue had actually occurred at an earlier date. The pro forma
financial information is the responsibility of the directors.
The unaudited pro forma financial information of AngloGold Ashanti
does not take into consideration the effects of any other share or bond
issue financing that the company may engage in, either in conjunction
with or separately of this Issue. The pro forma historical financial
effects of the issue are as follows:
For the six months ended Before the After the Movement(%)
30 June 2010 issue issue
Net asset value per US cents 809 972 20 %
share1
Net tangible asset value US cents 764 929 22 %
per share
Cash gross profit per US cents 268 55 (79)%
share
Basic loss per share US cents (8) (8) 0 %
Diluted loss per share4 US cents (8) (8) 0 %
Headline loss per share5 US cents (3) (3) 0 %
Headline earnings/ US cents 52 (107) (306)%
(loss) per share
adjusted for the
effect of unrealised non-
hedge derivatives and
fair value adjustment on
convertible bonds 6
Weighted average number 366,961,310 385,101,310 5 %
of shares in issue7
Weighted average diluted 366,961,310 385,101,310 5 %
number of shares in
issue8
Number of shares in 365,758,792 383,898,792 5 %
issue
The negative swings in cash gross profit per share and headline
earnings/(loss) per share adjusted for the effects of unrealised losses
on non-hedge derivatives and fair value adjustment on convertible bonds,
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
$2,959m before issue ($3,732m after Issue) by the number of shares in
issue being 365,758,792 before issue (383,898,792 after Issue). Net
tangible asset value per share is computed by dividing total equity
(excluding intangible assets) of $2,792m before Issue ($3,565m after
Issue) by the number of shares in issue being 365,758,792 before issue
(383,898,792 after issue).
2. The cash gross profit per share computation has been based on the
weighted average number of shares in issue.
3. Basic loss per share is computed by dividing net loss by the weighted
average number of shares in issue.
4. The diluted loss per share is computed by dividing net loss by the
weighted average diluted number of shares in issue. The impact on diluted
loss per share is anti-dilutive and therefore the diluted loss per share
and basic loss per share is the same.
5. 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.
6. Headline earnings/(loss) per share adjusted for the effect of
unrealised non-hedge derivatives and fair value adjustment on convertible
bonds divided by the weighted average number of shares in issue.
7. The weighted average number of AngloGold Ashanti shares in issue was
366,961,310 for the six months ended 30 June 2010 and as a result of the
issuance of 18,140,000 AngloGold Ashanti shares at an issue price of
$43.50, the weighted average number of AngloGold Ashanti shares in issue
for that period would have been 385,101,310.
8. The weighted average diluted number of AngloGold Ashanti 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 bonds issued in May 2009, as their effects are anti-dilutive.
9. The number of AngloGold Ashanti shares in issue as at 30 June 2010
was 365,758,792 and, as a result of the Issue, the number of AngloGold
Ashanti shares in issue as at that date would have been 383,898,792.
Renewal of cautionary announcement
The Mandatory Convertible Bonds Offering may continue to have a
material effect on the price of AngloGold Ashanti`s securities.
Accordingly, AngloGold Ashanti shareholders are advised to exercise
caution when dealing in AngloGold Ashanti`s securities until a further
announcement is made in relation to the request to grant specific
authority for the directors to issue ordinary shares underlying the ADSs
deliverable upon conversion of the Mandatory Convertible Bonds.
Johannesburg
15 September 2010
JSE sponsor: UBS
UBS AG (London Branch), Morgan Stanley & Co. Incorporated, Citigroup
Global Markets Limited and Deutsche Bank AG London Branch are acting for
AngloGold Ashanti and no one else in connection with the Equity Offering
and Mandatory Convertible Offering and will not be responsible to anyone
other than AngloGold Ashanti for providing the protections afforded to
clients of UBS AG (London Branch), Morgan Stanley & Co. Incorporated,
Citigroup Global Markets Limited and Deutsche Bank AG London Branch nor
for providing advice in connection with the Equity Offering and Mandatory
Convertible Offering.
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.
The offerings described in this announcement will only be addressed to
and directed at persons in member states of the European Economic Area,
or EEA, who are "Qualified Investors" within the meaning of Article
2(1)(e) of the European Parliament and Council Directive 2003/71/EC,
including any measure implementing such Directive in any member state of
the EEA (the "Prospectus Directive"). In addition, in the United Kingdom,
the offer will only be addressed to and directed at (1) Qualified
Investors who are investment professionals falling within Article 19(5)
of the Financial Services and Markets Act 2000 (Financial Promotion)
Order 2005 (the "Order"), or high net worth entities falling within
Article 49(2)(a)-(d) of the Order or (2) persons to whom it may otherwise
lawfully be communicated (all such persons together being referred to as
"Relevant Persons"). The Shares, ADSs and Mandatory Convertible Bonds
will only be available to, and any invitation, offer or agreement to
subscribe, purchase or otherwise acquire such securities will be engaged
in only with, (1) in the United Kingdom, Relevant Persons and (2) in any
member state of the EEA other than the United Kingdom, Qualified
Investors. The offerings as described in this announcement will not be
addressed to the public in South Africa (as defined in, and in accordance
with the terms of, Chapter VI of the South African Companies Act 1973 (as
amended)).
AngloGold Ashanti and AngloGold Ashanti Holdings Finance plc have
registered the securities described herein for offer and sale in the
United States. Any public offering of securities to be made in the
United States will be made by means of a prospectus and a related
prospectus supplement that will contain detailed information about
AngloGold Ashanti and its management, as well as financial statements.
Such prospectus may be obtained from AngloGold Ashanti at 76 Jeppe
Street, Newtown, Johannesburg, South Africa.
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 on 19 April 2010
and amended on 18 May 2010 and the preliminary prospectus supplements
referenced above. 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.
Contacts
Tel: E-mail:
Alan Fine (Media) +27 11 637 6383 afine@AngloGoldAshanti.com
Joanne Jones (Media) +27 11 637 6813 jjones@AngloGoldAshanti.com
Sicelo Ntuli (Investors) +27 11 637-6339 sntuli@anglogoldashanti.com
Stewart Bailey(Investor) +1 2128364303 sbailey@anglogoldashanti.com
or +27 82 330 9628
Date: 16/09/2010 08:15:01 Supplied by www.sharenet.co.za
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