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JOINT ANNOUNCEMENT BY ANGLOGOLD AND ASHANTI

Release Date: 05/04/2000 11:13
Code(s): ANG
Wrap Text

YOU ARE INVITED TO JOIN ASHANTI AND ANGLOGOLD AT A BRIEFING IN JOHANNESBURG LATER TODAY ON THE CONTENT OF THE ATTACHED JOINT ANNOUNCEMENT REGARDING GEITA. ALTERNATIVELY, YOU MAY WISH TO ACCESS THE BRIEFING BY TELEPHONE.
DETAILS OF THE JOINT BRIEFING AND TELECONFERENCE, ARE PROVIDED BELOW. 16.00 (SA TIME) JOINT BRIEFING AND CONFERENCE
15:00 LONDON TIME , 10:00 US EASTERN TIME, 07:00 US
WESTERN TIME JOHANNESBURG COUNTRY CLUB, LINKED BY
CONFERENCE CALL TO PARTICIPANTS IN SOUTH AFRICA, THE UNITED KINGDOM AND EUROPE, UNITED STATES AND CANADA. IF YOU WISH TO PARTICIPATE IN THE CONFERENCE CALL, PLEASE RING: SOUTH AFRICA TOLL FREE 0800 99 11 03 UNITED KINGDOM TOLL FREE 0800 923 3018 EUROPE DIAL IN +44 181 240 8248 UNITED STATES TOLL DIAL IN +1 303 267 1000 UNITED STATES TOLL FREE +1 800 553 2379 CANADA TOLL FREE +1 888 223 5103 PASSWORD "GEITA"
INSTANT REPLAY CAN BE ACCESSED 1 HOUR AFTER THE CALL FOR 1 WEEK:
EUROPEAN/SOUTH AFRICAN DIAL IN NUMBER, +44 181 288 4459, ACCESS CODE: 623 462 UK TOLL DIAL IN NUMBER, 0181 288 4459, ACCESS CODE: 623 462
UK TOLL FREE DIAL IN NUMBER, 0500 637 880, ACCESS CODE: 623 462
USA TOLL DIAL IN NUMBER, +1 303 804 1855,ACCESS CODE: 699 271
USA TOLL FREE DIAL IN NUMBER, +1 800 625 5288, ACCESS CODE: 699 271 JMD/CCD/AGO139.00 5 APRIL 2000 JOINT ANNOUNCEMENT BY ANGLOGOLD AND ASHANTI
ASHANTI TO SELL A 50% INTEREST IN GEITA TO ANGLOGOLD
ASHANTI GOLDFIELDS COMPANY LIMITED ("ASHANTI") AND ANGLOGOLD LIMITED
("ANGLOGOLD") ARE PLEASED TO ANNOUNCE THAT THEY HAVE SIGNED A NON-BINDING HEADS OF AGREEMENT FOR THE SALE BY ASHANTI TO ANGLOGOLD OF AN EFFECTIVE 50% JOINT VENTURE INTEREST IN THE GEITA PROJECT IN TANZANIA.
ANGLOGOLD WILL PAY ASHANTI US$205 MILLION IN CASH FOR A 50% SHARE OF THE PROJECT AND WILL PROCURE OR PROVIDE PROJECT FINANCING TO THE GEITA PROJECT TOTALLING US$130 MILLION. ASHANTI AND ANGLOGOLD WILL EACH BE RESPONSIBLE FOR REPAYMENT OF 50% OF THIS PROJECT FINANCING FROM THEIR RESPECTIVE SHARES OF PROJECT CASHFLOW.
THIS PROJECT FINANCING WILL BE USED TO REPAY IN FULL THE EXISTING US$100 MILLION BRIDGE LOAN ARRANGED BY BARCLAYS CAPITAL (THE "BRIDGE LOAN") AND THE BALANCE WILL BE USED TO REDUCE INTER-COMPANY LOANS MADE TO THE PROJECT BY ASHANTI. ANGLOGOLD WILL ACQUIRE 50% OF THE BALANCE OF THESE INTER-COMPANY LOANS. THE RESULT WILL BE THAT ASHANTI WILL HAVE AVAILABLE US$335 MILLION IN CASH WHICH WILL BE APPLIED TO REPAYING THE BRIDGE LOAN AND OTHER INDEBTEDNESS. US$65 MILLION OF THE CASH, WHICH AMOUNTS TO HALF THE PROJECT FINANCING, WILL BE REPAYABLE BY ASHANTI OUT OF GEITA CASHFLOWS.
AS AT DECEMBER 31, 1999, ASHANTI HAD SPENT US$138 MILLION ON THE DEVELOPMENT OF THE PROJECT, FUNDED BY INTER-COMPANY LOANS OF US$115 MILLION AND SUPPLIER FINANCE OF US$23 MILLION.
THE PARTIES INTEND TO ENTER INTO A JOINT VENTURE AGREEMENT WHICH WILL GOVERN THE OPERATION AND MANAGEMENT OF THE GEITA MINE (THE "GEITA JOINT VENTURE"). THE GEITA JOINT VENTURE WILL BE GOVERNED BY A COMMITTEE (THE "JOINT VENTURE COMMITTEE") WHICH WILL HAVE EQUAL REPRESENTATION FROM BOTH PARTNERS, WITH EQUAL VOTING RIGHTS AND NEITHER SIDE HAVING A CASTING VOTE. APART FROM THE FIRST CHAIRMANSHIP WHICH WILL BE JOINT, THE JOINT VENTURE COMMITTEE WILL BE CHAIRED ON A ROTATING BASIS BY REPRESENTATIVES OF ASHANTI AND ANGLOGOLD.
ASHANTI AND ANGLOGOLD PROPOSE TO EXPLORE THE FEASIBILITY OF EXPANDING THE GEITA JOINT VENTURE PLANT CAPACITY FROM 4 MILLION TONNES PER ANNUM TO 7 MILLION TONNES PER ANNUM BY 2004. IF REQUESTED TO DO SO, ANGLOGOLD WILL FUND ASHANTI'S SHARE OF EXPANSION COSTS ON TERMS TO BE AGREED.
COMMENTING ON THE DEAL, ASHANTI'S CEO SAM JONAH SAID: "THE GEITA PROJECT ATTRACTED OFFERS FROM A NUMBER OF THE WORLD'S TOP GOLD PRODUCERS. IN THE FINAL ANALYSIS, ANGLOGOLD'S OFFER NOT ONLY REPRESENTS THE BEST VALUE FOR ASHANTI SHAREHOLDERS, BUT IS ALSO SENSITIVE TO MANAGEMENT AND STAKEHOLDER ISSUES IMPORTANT TO ASHANTI. IN ADDITION, THE DEAL WILL ENABLE US TO REPAY A SUBSTANTIAL PORTION OF OUR EXISTING DEBT, REDUCE GEARING AND PLACE ASHANTI'S FINANCES ON A MUCH FIRMER FOOTING."
ANGLOGOLD CEO BOBBY GODSELL SAID: "THIS DEAL REPRESENTS A FURTHER IMPORTANT STEP IN THE PATTERN OF INCREASED CO-OPERATION BETWEEN GOLD PRODUCERS WORLDWIDE. THIS CO-OPERATION IS VITAL, BOTH TO SECURE THE FUTURE OF PRODUCERS IN CONTINUING TOUGH MARKET CIRCUMSTANCES, AND TO ENABLE THEM TO CREATE VALUE FOR THEIR SHAREHOLDERS.
"ANGLOGOLD AND ASHANTI ARE OBVIOUS PARTNERS IN AN AFRICAN GOLD MINING CONTEXT. ANGLOGOLD IS THE WORLD'S LARGEST GOLD PRODUCER, WITH APPROXIMATELY 5.5 MILLION OUNCES PER ANNUM PRODUCED FROM DEEP, NARROW VEIN ORE BODIES IN SOUTH AFRICA. HOWEVER, AN ADDITIONAL 2.1 MILLION OUNCES PER ANNUM NOW COME FROM SHALLOW UNDERGROUND MINES AND FROM OPEN-PIT OPERATIONS SIMILAR TO GEITA. OUR SHARE OF GEITA OUTPUT WILL REPRESENT A FURTHER SIGNIFICANT STEP IN CHANGING THE MINING RISK PROFILE OF ANGLOGOLD."
ASHANTI AND ANGLOGOLD ALSO INTEND TO FORM A JOINT VENTURE (THE "ASSOCIATED JOINT VENTURE") TO WHICH ANGLOGOLD WILL CONTRIBUTE ITS ADJACENT NYAMULILIMA HILL PROPERTY (ALSO KNOWN AS "RIDGE 8") AND TO WHICH ASHANTI EXPECTS TO CONTRIBUTE ITS ENTITLEMENT UNDER ITS SPINIFEX JOINT VENTURE. THE ASSOCIATED JOINT VENTURE WILL BE HELD EQUALLY BY ASHANTI AND ANGLOGOLD AND WILL BE MANAGED ON THE SAME BASIS AS THE GEITA JOINT VENTURE.
THE TWO COMPANIES ALSO ANNOUNCED TODAY THAT THEY HAVE AGREED TO ENTER INTO A STRATEGIC ALLIANCE IN AFRICA. BOTH SEE GEITA AS A FIRST STEP IN A BROADER AFRICAN PARTNERSHIP, AND HAVE AGREED TO CONSIDER INVITING THE PARTICIPATION OF EACH OTHER IN ANY FUTURE GOLD MINING PROJECTS, IN ANY PART OF THE AFRICAN CONTINENT, INCLUDING THEIR RESPECTIVE HOME COUNTRIES.
ON TANZANIA, SAM JONAH SAID: "ATTRACTING A THIRD MAJOR GOLD MINING COMPANY TO INVEST IN THE LAKE VICTORIA GOLD BELT ILLUSTRATES THE GROWING CONFIDENCE THE GLOBAL MINING COMMUNITY HAS IN DOING BUSINESS IN TANZANIA, AND THE
PROSPECTIVITY OF THE REGION. WE ARE CONFIDENT THAT WITH AN AFRICAN PARTNER OF ANGLOGOLD'S STATURE, WE CAN DEVELOP THIS ASSET TO ITS MAXIMUM POTENTIAL FOR THE BENEFIT OF ALL TANZANIANS AND THE SHAREHOLDERS OF BOTH PARTNERS."
THE TRANSACTION IS SUBJECT TO A NUMBER OF CONDITIONS, INCLUDING FINAL LEGAL DOCUMENTATION, SOUTH AFRICAN RESERVE BANK APPROVAL, REGULATORY APPROVALS AND ASHANTI SHAREHOLDER AND CREDITOR APPROVALS. IT IS PLANNED TO COMPLETE THE TRANSACTION WITHIN THE NEXT SIX MONTHS. DEFINITIVE, LEGALLY BINDING AGREEMENTS SHOULD BE ENTERED INTO WITHIN THE NEXT TWO MONTHS, AT WHICH STAGE A FURTHER ANNOUNCEMENT WILL BE MADE.
CERTAIN OF THE STATEMENTS MADE IN THIS ANNOUNCEMENT ARE FORWARD-LOOKING IN NATURE. BY THEIR NATURE, THE FORWARD-LOOKING STATEMENTS INVOLVE RISK AND UNCERTAINTY BECAUSE THEY RELATE TO EVENTS AND DEPEND UPON CIRCUMSTANCES THAT WILL OCCUR IN THE FUTURE. THESE FACTORS INCLUDE, BUT ARE NOT LIMITED TO, STATEMENTS MADE ELSEWHERE IN THIS ANNOUNCEMENT. IN ADDITION, RISK FACTORS RELATING TO ASHANTI AND ANGLOGOLD CAN BE FOUND IN THEIR RESPECTIVE PUBLIC SEC FILINGS. NEITHER ASHANTI NOR ANGLOGOLD UNDERTAKE ANY OBLIGATION TO PUBLICLY UPDATE ANY FORWARD-LOOKING STATEMENTS WHETHER AS A RESULT OF NEW INFORMATION, FUTURE EVENTS OR OTHERWISE. ANY STATEMENT SHOULD BE EVALUATED IN THE LIGHT OF THESE FACTORS. QUERIES : ANGLOGOLD IN SOUTH AFRICA IN SOUTH AFRICA INVESTOR RELATIONS MEDIA STEVE LENAHAN JAMES DUNCAN
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JDUNCAN@ANGLOGOLD.COM IN THE UK IN THE USA ALEX BUCK CHARLES CARTER
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ABUCK@ANGLOGOLD.COM CCARTER@ANGLOGOLD.COM IN AUSTRALIA ANDREA MAXEY +61 3 9684 4920 (TEL) +61 3 9684 4951 FAX) +61 411 231 393 AMAXEY@ANGLOGOLD.COM WWW.ANGLOGOLD.COM QUERIES : ASHANTI JAMES ANAMAN MANAGING DIRECTOR - PUBLIC AFFAIRS (233) 21 778 178 JANAMAN@ASHANTI.NET KWEKU AWOTWI
MANAGING DIRECTOR - STRATEGIC PLANNING AND NEW BUSINESS (233) 24 317 635 AWOTWI@ASHANTI.NET ERNEST ABANKROH COMPANY SECRETARY (233) 21 774 977 ERNESTAB@ASHANTI.NET SHANDWICK CONSULTANTS JOHN GOOLD (LONDON) (44) 20 7329 0096 JGOOLD@SHANDWICK.COM ALLAN JORDAN (GOLIN-HARRIS) (1) 212 309 0613 AJORDAN@GOLINHARRIS.COM 4C COMMUNICATIONS CARINA CORBETT (44) 20 8949 7171 4C4U@UKGATEWAY.NET NOTES TO EDITORS THE GEITA PROJECT
GEITA, IN NORTHERN TANZANIA, JUST SOUTH OF LAKE VICTORIA, IS NINE MILES FROM ANGLOGOLD'S NYAMULILIMA HILL PROJECT. COMBINING GEITA AND NYAMULILIMA HILL IS SEEN BY BOTH COMPANIES AS CREATING SYNERGIES, WITH REAL VALUE FOR THE
SHAREHOLDERS OF BOTH THROUGH A SINGLE, JOINT MANAGEMENT STRUCTURE AND THE USE OF A SINGLE TREATMENT PLANT.
CONSTRUCTION OF THE GEITA MINE IS NEARING COMPLETION AND COMMISSIONING IS EXPECTED TO BE COMPLETED BY THE END OF THE SECOND QUARTER OF THIS YEAR. BUILD-UP TO FULL PRODUCTION IS ANTICIPATED TO TAKE PLACE DURING THE THIRD QUARTER, WITH FULL PRODUCTION EXPECTED BY THE FOURTH QUARTER.
GOLD PRODUCTION (EXCLUDING THE PROPOSED EXPANSION) IS EXPECTED TO AVERAGE APPROXIMATELY 500 000 OUNCES PER ANNUM DURING THE FIRST FIVE YEARS OF FULL PRODUCTION. CASH OPERATING COSTS FOR THE CORRESPONDING PERIOD ARE EXPECTED TO AVERAGE BELOW US$180 PER OUNCE. GEITA HAS RESERVES OF 5.5 MILLION OUNCES ACCESSIBLE BY OPEN PIT AND TOTAL RESOURCES, INCLUDING INFERRED RESOURCES, OF 12.0 MILLION OUNCES.
NYAMULILIMA HILL HAS A RESOURCE CONTAINING 2.1 MILLION OUNCES. CASH OPERATING COSTS AT THE COMBINED OPERATIONS ARE EXPECTED TO BENEFIT FROM THE ABILITY TO SCHEDULE INCREASED QUANTITIES OF HIGHER GRADE ORE FROM NYAMULILIMA HILL DURING THE EARLY YEARS OF OPERATION. THE GEITA JOINT VENTURE
THE GEITA PROJECT IS PROPOSED TO BE OPERATED IN ACCORDANCE WITH A NEW JOINT VENTURE AGREEMENT:
* THE GEITA JOINT VENTURE WILL BE OWNED 50% BY ASHANTI, 50% BY ANGLOGOLD. * IN CONSIDERATION FOR THE ACQUISITION OF THIS 50% INTEREST IN THE GEITA PROJECT, ANGLOGOLD WILL, ON COMPLETION OF THE TRANSACTION, PAY ASHANTI US$205 MILLION IN CASH.
* ANGLOGOLD WILL UNDERTAKE TO PROVIDE OR PROCURE THE PROVISION OF US$130 MILLION OF PROJECT FINANCING (THE "PROJECT FINANCING") TO THE GEITA PROJECT UPON COMPLETION. THE PROJECT FINANCE WILL BE REPAID FROM THE CASH FLOWS OF GEITA.
* THE RESULT WILL BE THAT ASHANTI WILL HAVE AVAILABLE US$335 MILLION, BEFORE TAXES AND EXPENSES. THIS CASH WILL, INTER ALIA, BE APPLIED BY ASHANTI IN REPAYING THE US$100 MILLION BRIDGE LOAN AND OTHER INDEBTEDNESS, INCLUDING INTER-COMPANY LOANS. ANGLOGOLD WILL ACQUIRE 50% OF THE BALANCE OF OUTSTANDING INTER-COMPANY LOANS.
* PROJECT CASHFLOWS WILL FIRST BE APPLIED TO SERVICING PROJECT DEBT AND THEN BE SPLIT EQUALLY BETWEEN THE PARTIES.
* MANAGEMENT OF THE GEITA JOINT VENTURE WILL VEST IN A JOINT VENTURE COMMITTEE, COMPRISING AN EQUAL NUMBER OF REPRESENTATIVES FROM ASHANTI AND ANGLOGOLD. THE CHAIRMAN OF THE JOINT VENTURE COMMITTEE WILL ROTATE BETWEEN AN APPOINTEE OF ASHANTI AND OF ANGLOGOLD ON AN ANNUAL BASIS; THE FIRST SUCH CHAIRMANSHIP WILL BE JOINT.
* THE JOINT VENTURE COMMITTEE WILL APPOINT AN EXECUTIVE MANAGEMENT TEAM WHICH WILL INCLUDE A CHIEF EXECUTIVE AND WHICH WILL BE RESPONSIBLE FOR DAY TO DAY MANAGEMENT OF THE GEITA PROJECT.
* ASHANTI AND ANGLOGOLD SHALL EACH HAVE PRE-EMPTIVE RIGHTS OVER THE OTHER'S INTEREST IN THE JOINT VENTURE. THESE PRE-EMPTION RIGHTS WILL NOT, HOWEVER, APPLY IN THE EVENT OF A CHANGE OF CONTROL OF EITHER ASHANTI OR ANGLOGOLD. THE ASSOCIATED JOINT VENTURE
* THE ASSOCIATED JOINT VENTURE WILL BE OWNED 50% BY ASHANTI, 50% BY ANGLOGOLD. * ANGLOGOLD WILL CONTRIBUTE TO THE ASSOCIATED JOINT VENTURE 100% OF ITS NYAMULILIMA HILL PROJECT, AND ASHANTI EXPECTS TO CONTRIBUTE 100% OF ITS ENTITLEMENT UNDER THE SPINIFEX JOINT VENTURE.
* THE JOINT VENTURE WILL AGREE TO PROCESS THE ORE FROM THE ASSOCIATED JOINT VENTURE ON A TOLL BASIS TO BE AGREED BETWEEN ASHANTI AND ANGLOGOLD. THE STRATEGIC ALLIANCE
ASHANTI AND ANGLOGOLD HAVE AGREED TO CONSIDER INVITING THE PARTICIPATION OF EACH OTHER IN ANY FUTURE GOLD MINING PROJECTS, IN ANY PART OF THE AFRICAN CONTINENT, INCLUDING THEIR RESPECTIVE HOME COUNTRIES. ASHANTI
ASHANTI IS AN AFRICAN-BASED INTERNATIONAL GOLD MINING AND EXPLORATION GROUP WITH SIX PRODUCING MINES IN THREE AFRICAN COUNTRIES, GHANA, GUINEA AND ZIMBABWE. THE GEITA PROJECT IN TANZANIA IS EXPECTED TO BE COMMISSIONED BY THE END OF THE SECOND QUARTER 2000, WITH FULL PRODUCTION BEING ACHIEVED BY THE FOURTH QUARTER 2000. ASHANTI HAS EXPLORATION PROGRAMMES AT MORE THAN 25 SITES IN MOST OF THE SIGNIFICANT GOLD BELTS ACROSS SEVERAL AFRICAN COUNTRIES. THE LARGEST OF ASHANTI'S OPERATIONS, THE 100-YEAR-OLD OBUASI MINE IN GHANA, IS AMONG THE TOP PRODUCING GOLD MINES IN THE WORLD. ASHANTI IS LISTED ON THE GHANA STOCK EXCHANGE, THE LONDON STOCK EXCHANGE, THE NEW YORK STOCK EXCHANGE, THE AUSTRALIAN STOCK EXCHANGE, THE TORONTO STOCK EXCHANGE AND THE ZIMBABWE STOCK EXCHANGE. ANGLOGOLD
ANGLOGOLD IS THE WORLD'S LARGEST GOLD PRODUCER, WITH ANNUAL PRODUCTION OF SOME 7.6 MILLION OUNCES FROM OPERATIONS SPANNING FOUR CONTINENTS.
FORMED IN JUNE 1998 THROUGH A MERGER OF THE GOLD INTERESTS OF ANGLO AMERICAN AND ITS ASSOCIATED COMPANIES, SOUTH AFRICAN-BASED ANGLOGOLD IS LISTED ON THE JOHANNESBURG (ANG), LONDON (ANO LN), NEW YORK (AU) AND AUSTRALIAN (AGG) STOCK EXCHANGES AND THE BRUSSELS (ANG BB) AND PARIS (VA FP) BOURSES. ITS MARKET CAPITALISATION AS AT 31 DECEMBER 1999 WAS R33.8 BILLION (US$5.6 BILLION). CERTAIN OF THE STATEMENTS MADE IN THIS ANNOUNCEMENT ARE FORWARD-LOOKING IN NATURE. BY THEIR NATURE, THE FORWARD-LOOKING STATEMENTS INVOLVE RISK AND UNCERTAINTY BECAUSE THEY RELATE TO EVENTS AND DEPEND UPON CIRCUMSTANCES THAT WILL OCCUR IN THE FUTURE. THESE FACTORS INCLUDE, BUT ARE NOT LIMITED TO, STATEMENTS MADE ELSEWHERE IN THIS ANNOUNCEMENT. IN ADDITION, RISK FACTORS RELATING TO ASHANTI AND ANGLOGOLD CAN BE FOUND IN THEIR RESPECTIVE PUBLIC SEC FILINGS. NEITHER ASHANTI NOR ANGLOGOLD UNDERTAKE ANY OBLIGATION TO PUBLICLY UPDATE ANY FORWARD-LOOKING STATEMENTS WHETHER AS A RESULT OF NEW INFORMATION, FUTURE EVENTS OR OTHERWISE. ANY STATEMENT SHOULD BE EVALUATED IN THE LIGHT OF THESE FACTORS.