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.