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New Co-Operation With Barrick Identifies New Areas Of Additional Value For

Release Date: 27/12/2001 08:15
Code(s): ANG
Wrap Text

Anglogold's Proposed Acquisition Of Normandy Mining Limited - Offer Increased By 10 Australian Cents Per Share Anglogold Limited (Incorporated in the Republic of South Africa) (Registration Number 1944/017354/06) ISIN Number: ZAE000014601 JSE Share Code: ANG ("AngloGold")
NEW CO-OPERATION WITH BARRICK IDENTIFIES NEW AREAS OF ADDITIONAL VALUE FOR ANGLOGOLD'S PROPOSED ACQUISITION OF NORMANDY MINING LIMITED - OFFER INCREASED BY 10 AUSTRALIAN CENTS PER SHARE
Should AngloGold complete its proposed acquisition of Normandy it will become the largest gold producer in Australia. On Friday, 14 December 2001 Barrick Gold Corporation ("Barrick") completed its acquisition of Homestake. Through this acquisition Barrick has become the second largest gold producer in Australia. AngloGold has co-operated with Barrick in the past, and is presently engaged in discussions with Barrick aimed at identifying synergies that the two companies can realise in regard to their mining operations globally, but specifically in Australia, and Tanzania.
Should AngloGold acquire Normandy, Barrick and AngloGold will share
ownership of the Kalgoorlie Super Pit in Australia. AngloGold has
previously observed that it believes the present management structure, which involves a jointly owned stand alone management arrangement, has led to a sub-optimal long term development of this asset. The stand-alone management concept also provides limited career development opportunities. Should AngloGold acquire Normandy, it intends to offer the management of Kalgoorlie to Barrick, and will negotiate an appropriate level of compensation for this.
Given the positions of a Normandy enlarged AngloGold and the Homestake enlarged Barrick as respectively the number one and number two gold
producers in Australia, AngloGold is confident that substantial additional synergies of a regional nature can be achieved between the two companies. AngloGold also intends to offer Barrick participation in the Boddington Expansion project. AngloGold currently owns 33%, and with the successful acquisition of Normandy will own 77% of this - one of the largest and longest life gold ore bodies outside of the Witwatersrand Basin, with an estimated resource of 15 million ounces. AngloGold is convinced that should AngloGold and Barrick reach an agreement for Barrick's participation in Boddington it would significantly enhance and expedite the successful completion of this major new project.
Although AngloGold has had exploratory conversations with Barrick it has not reached agreement in respect of any of the above opportunities, and would not expect to do so until it had successfully acquired Normandy. AngloGold is sufficiently confident of its capacity to work co-operatively with Barrick to unlock value in certain of the Normandy assets that it has decided to increase the cash component of its bid by 10 cents per share in the full expectation that this value, and indeed considerably more, will result from the patterns of global co-operation envisaged above INCREASED OFFER FOR NORMANDY
The Board is therefore also pleased to announce that it has revised its takeover offer for Normandy by adding a further cash consideration of 10 Australian cents per Normandy share to its existing offer of 2.15 AngloGold shares per 100 Normandy shares plus 20 Australian cents in cash per Normandy share ("AngloGold's revised offer"). On 14 November 2001, Newmont Mining Corporation ("Newmont"), the Denver-based gold mining company, announced that it intended to make a competing takeover offer for Normandy, and to enter into a Canadian plan of arrangement with Franco-Nevada, Normandy's largest shareholder. In terms of this offer, Newmont intended to make a recommended offer of 0.0385 shares of Newmont common stock for each Normandy share. In addition, Newmont would pay 5 Australian cents per Normandy share in cash if the Newmont offer was accepted by holders of at least 90% of the Normandy shares. On 10 December 2001, Newmont revised its offer by
increasing the consideration for Normandy to 0.0385 shares of Newmont common stock for each Normandy share plus 40 Australian cents per Normandy share ("Newmont's revised offer"). Newmont's revised offer remains subject to a number of defeating conditions including 50.1% acceptance by Normandy shareholders.
AngloGold's revised offer values Normandy at A$1.84 per Normandy share based on AngloGold's closing share price on 26 December 2001 on the New York Stock Exchange ("NYSE") and an exchange rate of US$0.5064 to A$1. Newmont's revised offer values Normandy at A$1.87 per Normandy share based on
Newmont's closing share price on the NYSE on the same date and an exchange rate of US$0.5064 to A$1. SUPERIOR OFFER
AngloGold believes that AngloGold's revised offer is superior to Newmont's revised offer for the following reasons:
Value and certainty: AngloGold's revised offer values Normandy at A$1.84 per Normandy share based on AngloGold's closing share price on the NYSE on 26 December 2001. This compares with Newmont's offer, which valued Normandy at A$1.87 per share based on the closing price of Newmont shares on the same date. AngloGold's offer provides certainty of value as it is open,
unconditional and capable of immediate acceptance with payments to be made within 5 business days of receipt of acceptances. By waiting to accept Newmont's conditional offer Normandy shareholders will be exposed to the risk of value erosion from possible falls in the Newmont share price before payments are made, which is expected to be in mid February 2002 at the earliest.
Performance: AngloGold has superior financial performance to Newmont, as has been demonstrated by its higher earnings and lower production costs.
AngloGold's share price has also outperformed Newmont's since the date of the announcement of the original offer by Newmont on 14 November 2001. Since that time, the AngloGold share price on the NYSE has appreciated by 6% compared with a depreciation of 13% in the Newmont share price.
Dividend: AngloGold has a track record of a high dividend yield.
AngloGold's final dividend for the year ended 31 December 2001 will be declared early in 2002. Normandy shareholders who accept AngloGold's revised offer and are on the AngloGold register on the record date, in early 2002, will qualify to receive this dividend. In contrast, AngloGold
believes that acceptance of Newmont's offer is likely to result in a
substantial reduction in dividends for Normandy shareholders.
Top-up Facility: Normandy shareholders who accept AngloGold's revised offer will qualify to subscribe for up to A$7,500 in AngloGold shares at a 7.5% discount to market under the AngloGold Top-up Facility. AngloGold will issue a maximum of 7 million AngloGold shares under this facility. The value of the 7.5% discount to market to a shareholder in Normandy who holds 3,000 Normandy shares is equivalent to approximately an additional 20 cents per Normandy share. The value of the discount per AngloGold share is greater for those shareholders holding a lesser number of Normandy shares (shareholders should be aware that brokerage fees and tax liabilities may arise on disposals of shares).
Re-rating potential: AngloGold shares currently trade at significantly lower multiples than North American companies of similar size. AngloGold believes that there is significant upside potential from a re-rating of its share price.
DETAILS OF ANGLOGOLD'S REVISED OFFER AND ITS CONDITONS
AngloGold has revised the offer to Normandy shareholders from:
2.15 AngloGold shares for every 100 Normandy shares (including Normandy shares represented by Normandy ADSs) which Normandy shareholders may elect to receive in the form of AngloGold shares (to be quoted on the JSE
Securities Exchange ("the JSE"), the London Stock Exchange ("the LSE") and Euronext Paris), AngloGold CDIs (to be quoted on the Australian Stock Exchange ("ASX")) or AngloGold ADSs (to be quoted on the NYSE), plus a cash consideration of A$0.20 per Normandy share (A$20 per 100 Normandy shares); to
2.15 AngloGold shares for every 100 Normandy shares (including Normandy shares represented by Normandy ADSs) which Normandy shareholders may elect to receive in the form of AngloGold shares (to be quoted on the JSE, the LSE and Euronext Paris), AngloGold CDIs (to be quoted on the ASX) or AngloGold ADSs (to be quoted on the NYSE), plus a cash consideration of A$0.30 per Normandy share (A$30 per 100 Normandy shares).
Those Normandy shareholders who have already accepted the AngloGold offer, will qualify and immediately be provided with the additional 10 Australian cents per Normandy share. Normandy shareholders who accept AngloGold's revised offer will receive the consideration of 2.15 AngloGold shares for every 100 Normandy shares plus a cash consideration of 30 Australian cents per Normandy share (A$30 per 100 Normandy shares) within 5 business days of receipt of such acceptance by AngloGold.
In the light of the variation to AngloGold's offer, the offer period has been extended by 15 days from an earliest closing date of 27 December 2001 to 11 January 2002.
AngloGold's revised offer is a further variation to its initial offer. AngloGold obtained shareholder approval for its offer to acquire up to 100% of the issued shares in Normandy on 19 November 2001 and shareholder
approval for the first variation in the offer being an increase in the offer consideration by 20 cents per Normandy share on 19 December 2001.The
increase in the offer consideration by 10 Australian cents is not material. The approval of AngloGold shareholders, therefore, is not required to approve the revised offer.
AngloGold's revised offer is free of all defeating conditions. Furthermore, on 19 December 2001, AngloGold obtained notification from the European Commission that it had declared the acquisition of Normandy by AngloGold to be compatible with the common market and with the EEA agreement.
Consequently AngloGold is now entitled to vote any Normandy shares it acquires and to exercise control over Normandy once such position is
achieved. This follows approvals from other regulatory and competition authorities in other jurisdictions including the approval of, or the approval in terms of:
United States Hart-Scott-Rodino Antitrust Improvements Act of 1976;
the Australian Competition and Consumer Commission; the Canadian Competition Bureau; and the Australian Foreign Investment Review Board.
All other terms of the AngloGold offer and the AngloGold Top-Up Facility as announced on 29 November 2001 and approved by AngloGold shareholders on 19 December 2001, remain unchanged. FUNDING ANGLOGOLD'S REVISED OFFER
In the short term, AngloGold will bridge the cash component of the revised offer using currently available borrowing facilities, including increasing the bridging finance facility provided by Deutsche Bank AG and Deutsche Australia Limited from A$150 million to a total of A$300 million. These facilities will adequately cover the maximum of A$675 million required to fund the entire cash component under AngloGold's revised offer. However, AngloGold intends to use any proceeds from the AngloGold Top-up Facility towards funding the cash component of its offer and In the medium term the remaining additional debt will be refinanced together with other AngloGold debt maturing in 2002 or repaid out of the proceeds from the possible sale of non-core assets, if any. FINANCIAL EFFECTS OF ANGLOGOLD'S REVISED OFFER
The table below shows the pro forma per share effects of the acquisition by AngloGold of 100% of Normandy (assuming the increased offer consideration and the disposal of AngloGold's Free State assets) for the six months ended 30 June 2001. These financial effects exclude any funds raised from the AngloGold Top-up Facility or any shares issued in respect of this facility. Amounts in rands per share
Historical Proforma %
before after Change
Normandy Normandy
and the and the
sale of the sale of the
Free State Free State
Net asset value (2) 107.92 161.10 49 Net asset value
(excluding goodwill) (2) 79.90 106.24 33
EBITDA (3) 22.88 23.34 2
Basic earnings (4 and 5) 7.90 (11.72) n.a.
Diluted earnings (4 and 5) 7.79 (11.60) n.a.
Headline earnings (6) 9.47 (0.42) n.a. Headline earnings before unrealised gain/(loss)
on hedging activities (7) 9.11 7.31 (20) Weighted average number of
shares in issue 107,041,537 145,873,659 Weighted average diluted
number of shares in issue 108,544,987 147,377,109
Number of shares in issue 107,167,837 155,140,649
Amounts in US dollars per share
Historical Pro forma %
before after Change
Normandy Normandy
and the and the
sale of the sale of the
Free State Free State
Net asset value (2) 13.41 19.50 45 Net asset value
(excluding goodwill) (2) 9.93 12.78 29
EBITDA (3) 2.90 2.96 2
Basic earnings (4 and 5) 0.99 (1.51) n.a.
Diluted earnings (4 and 5) 0.98 (1.49) n.a.
Headline earnings (6) 1.19 (0.05) n.a. Headline earnings before Unrealised gain/(loss) on
hedging activities (7) 1.14 0.92 (19) Weighted average number of
shares in issue 107,041,537 145,873,659 Weighted average diluted number
of shares in issue 108,544,987 147,377,109
Number of shares in issue 107,167,837 155,140,649 Notes:
1. It is assumed for the purposes of the above pro forma calculations that 100% of Normandy shareholders accept the revised offer by AngloGold of 2.15 shares for every 100 Normandy shares held plus a cash payment of 30 Australian cents per Normandy share.
The weighted average number of AngloGold shares in issue was 107,041,537 and 1,806,145,187 Normandy shares for the six months ended 30 June 2001. At the ratio of the exchange of 2.15 AngloGold shares for every 100 Normandy shares, the weighted average number of shares in issue for the enlarged group would have been 145,873,659.
The weighted average diluted number of AngloGold shares in issue for the six months ended 30 June 2001 was 108,544,987. At the ratio of the exchange of 2.15 AngloGold shares for every 100 Normandy shares, the weighted average diluted number of shares in issue for the enlarged group would have been 147,377,109.
The number of shares in issue is based on 107,167,837 AngloGold shares and 2,231,293,599 Normandy shares in issue as at 30 June 2001. At the ratio of the exchange of 2.15 AngloGold shares for every 100 Normandy shares,
47,972,812 shares will be issued to Normandy shareholders giving a total of 155,140,649 AngloGold shares for the enlarged group.
2. Computed by dividing shareholders' equity by the number of shares in issue.
3. EBITDA is the earnings before exceptional items, net interest, realised and unrealised gain/(loss) on hedging activities, taxation, depreciation and amortisation. The EBITDA per share computation has been based on the weighted average number of shares in issue.
4. Net profit is after exceptional items and goodwill amortisation of R1,627 million ($209 million) and unrealised losses on hedging activities of R1,128 million ($142 million), net of taxation. Included in the R1,627 million ($209 million) is an exceptional loss resulting from the sale of the Free State assets of R380 million ($48 million). The exceptional items in
Normandy include a write down of A$206 million for an impairment in the carrying value of Normandy's interest in its Yandal assets, Kasese, its non Australian exploration assets and TVX Gold Inc. to reflect fair value. 5. The pro forma basic earnings per share is computed by dividing net profit by the weighted average number of shares in issue whereas the pro forma diluted earnings per share is computed by dividing net profit by the
weighted average diluted number of shares in issue.
6. Headline earnings removes items of an exceptional nature and goodwill amortisation from the calculation of earnings per share. The pro forma headline earnings per share is before exceptional items and goodwill
amortisation of R1,627 million ($209 million) and is computed by dividing headline earnings by the weighted average number of shares in issue.
7. Computed by dividing headline earnings before unrealised losses of R1,128 million ($142 million) on hedging activities by the weighted average number of shares in issue.
The above pro forma financial effects have been compiled on the same basis as the offer announced on the 29 November 2001, which includes reference to the initial offer as announced on 5 September 2001.The only change is the additional 10 Australian cents per Normandy share. DOCUMENTATION
A notice of variation has been filed with the Australian Securities and Investments Commission ("ASIC") today. The F-4 registration statement will be amended by AngloGold today furnishing the relevant information to the United States Securities Exchange Commission on a Form 6-K, which will be incorporated by reference into the F-4 registration statement. Subject to the approval of ASIC the notice of variation will be posted to all Normandy shareholders and Normandy ADS holders (including holders of Normandy shares located in the United States and Canada and holders of Normandy ADSs
wherever located) in the near future. This announcement and the notice of variation will be made available on AngloGold's web site. Johannesburg 27 December 2001 Financial advisers to the transaction Deutsche Bank AG Legal advisers in Australia Freehills Legal advisers in Canada Fasken Martineau Legal advisers in South Africa Tabacks Legal advisers in the United States Shearman and Sterling Auditors and Reporting Accountants Ernst and Young
JSE Sponsors and co-adviser in relation to market implications UBS Warburg Disclaimer
Except for the historical information contained herein, there are 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 31 December 2000 which was filed with the Securities and Exchange Commission on 23 April 2001.
Holders of Normandy shares and Normandy ADSs located in the United States are strongly advised to read the F4 registration statement regarding the offer referred to in this presentation and other documents to be filed with the US Securities and Exchange Commission when they become available, because they will contain important information. Holders of Normandy shares and Normandy ADSs may read and copy these statements, when available, at the US Securities and Exchange Commission's public reference rooms. Please call the US Securities and Exchange Commission at +1-800-SEC-0330 for further information on the public reference rooms. These US Securities and Exchange Commission filings are also available to the public from commercial document retrieval services.