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AngloGold Ashanti Limited announces cash tender offer of its wholly owned subsidiary AngloGold Ashanti Holdings plc
AngloGold Ashanti Limited
(Incorporated in the Republic of South Africa)
Reg. No. 1944/017354/06
ISIN ZAE000043485 – JSE share code: ANG
CUSIP: 035128206 – NYSE share code: AU
24 August 2015
NEWS RELEASE
NOT FOR DISTRIBUTION TO ANY PERSON LOCATED OR RESIDENT IN ANY
JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS
ANNOUNCEMENT
ANGLOGOLD ASHANTI LIMITED HEREBY ANNOUNCES THE CASH TENDER
OFFER OF ITS WHOLLY OWNED SUBSIDIARY ANGLOGOLD ASHANTI
HOLDINGS PLC FOR UP TO $810,000,000 IN AGGREGATE PRINCIPAL AMOUNT
OF ITS OUTSTANDING 8.500% NOTES DUE 2020 GUARANTEED BY ANGLOGOLD
ASHANTI LIMITED
AngloGold Ashanti Limited hereby announces that its wholly owned subsidiary
AngloGold Ashanti Holdings plc, an Isle of Man company limited by shares (the “Company”), is
offering to purchase for cash (the “Offer”) up to $810,000,000 (the “Tender Cap”) in aggregate
principal amount of its outstanding 8.500% Notes due 2020 (ISIN: US03512TAD37; CUSIP:
03512T AD3) (the “Securities”) from each registered holder of Securities (a “Holder”).
The purpose of the Offer is to acquire a portion of Securities in order to reduce the
aggregate amount of the outstanding indebtedness and interest expense of the Group (as defined
in the offer to purchase dated August 24, 2015 (the “Offer to Purchase”)).
The Offer is being made upon the terms and subject to the conditions set forth in the
Offer to Purchase. Copies of the Offer to Purchase may be obtained from the Depositary and
Information Agent for the Offer, Global Bondholder Services Corporation, whose contact details
are set out at the end of this announcement. Holders are urged to read the Offer to Purchase
carefully before making any decision with respect to the Offer. Capitalized terms used but not
otherwise defined in this announcement have the meaning ascribed to them in the Offer to
Purchase.
Principal
ISIN / CUSIP or Title of Amount Tender Early Tender Total
Common Code Security Outstanding Tender Cap Consideration(1) Premium(1) Consideration(1)
US03512TAD37 / 8.500% Notes
$1,250,000,000 $810,000,000 $1,045 $30 $1,075
03512T AD3 due 2020
(1) Per $1,000 principal amount of Securities validly tendered and not validly withdrawn that are accepted for purchase. Does not include
Accrued Interest (as defined below).
The Offer will expire at 11:59 p.m., New York City time, on September 23, 2015, unless
extended (such date and time, as may be extended, the “Expiration Date”). Holders must validly
tender and not validly withdraw their Securities at or before 5:00 p.m., New York City time, on
September 9, 2015, unless extended (such date and time, as may be extended, the “Early Tender
Date”) to be eligible to receive the Total Consideration (which includes an early tender premium
of $30 per $1,000 principal amount of Securities accepted for purchase (the “Early Tender
Premium”)). The deadline for Holders to validly withdraw tenders of Securities is 5:00 p.m., New
York City time, on September 9, 2015, unless extended (such date and time, as may be extended,
the “Withdrawal Deadline”). Holders who validly tender their Securities after the Early
Tender Date and at or before the Expiration Date will only be eligible to receive the Tender
Consideration, which is the Total Consideration minus the Early Tender Premium.
The Total Consideration payable for each $1,000 principal amount of Securities that are
validly tendered at or prior to the Early Tender Date (and not validly withdrawn) and accepted for
purchase by the Company will be $1,075, which includes the Early Tender Premium. The Tender
Consideration payable for each $1,000 principal amount of Securities that are validly tendered
after the Early Tender Date and at or prior to the Expiration Date and accepted for purchase by
the Company will be $1,045, which is the Total Consideration minus the Early Tender Premium.
In addition to the Total Consideration or the Tender Consideration, as the case may be, Holders
who validly tender and do not validly withdraw their Securities and whose Securities are accepted
for purchase will also be paid, on the Settlement Date, accrued and unpaid interest from the last
interest payment date of the Securities up to, but not including, the Settlement Date (“Accrued
Interest”), in respect of such Securities.
Securities may be tendered and accepted for payment only in principal amounts equal to
minimum denominations of $1,000 and integral multiples of $1,000 in excess thereof.
In the event that the aggregate principal amount of Securities validly tendered at or prior
to the Expiration Date (and not validly withdrawn) exceeds the Tender Cap, then, subject to the
terms and conditions of the Offer, the amount of the Securities to be purchased by the Company
will be prorated. Pro rata allocations will be calculated so that Holders will receive either the
Total Consideration or the Tender Consideration (depending on whether the Securities were
tendered prior to or after the Early Tender Date) in relation to those Securities tendered by them,
in each case multiplied by the proration factor. Each tender of Securities reduced in this manner
will be rounded down to the nearest $1,000, provided that no tender of Securities shall be
accepted in this manner where the acceptance of prorated Securities under the Offer would result
(i) in a Holder transferring less than $1,000 in principal amount of Securities or (ii) in returning
Securities to a Holder in a principal amount that is less than $1,000.
The Company will announce whether it will accept any tenders of Securities and, if so,
the aggregate principal amount to be repurchased and the proration factor (if any) on the business
day following the Expiration Date, which is expected to be September 24, 2015. Settlement is
expected to occur on September 25, 2015 (the “Settlement Date”).
Subject to applicable law and as provided in the Offer to Purchase, the Company may, in
its sole discretion, extend, reopen, amend, waive any condition of or terminate the Offer at any
time. Details of any such extension, reopening, amendment, waiver or termination will be
announced as soon as reasonably practicable after the relevant decision is made and as required
by applicable law.
Holders are advised to check with any bank, securities broker or other intermediary
through which they hold Securities whether such intermediary would require to receive
instructions to participate in or revoke their instructions to participate in the Offer before the
deadlines set out above.
Barclays Bank PLC and Citigroup Global Markets Limited are acting as Dealer Managers
and Global Bondholder Services Corporation is acting as Depositary and Information Agent. This
news release is neither an offer to purchase nor a solicitation of an offer to sell any Securities.
The Offer is being made only pursuant to the Offer to Purchase and the information in this news
release is qualified by reference to the Offer to Purchase.
Requests for information in relation to the Offer should be directed to:
BARCLAYS BANK PLC CITIGROUP GLOBAL MARKETS LIMITED
5 The North Colonnade Citigroup Centre
Canary Wharf Canada Square
London E14 4BB Canary Wharf
United Kingdom London E14 5LB
Attn: Liability Management Group United Kingdom
Toll free: +1 800 438-3242 Attn: Liability Management Group
Collect: +1 212 528-7581 Toll free: +1 800 558 3745
London: +44 (0) 203 134 8515 Collect: +1 212 723 6106
E-mail: Liability.Management@Barclays.com London: +44 (0) 20 7986 8969
E-mail: liabilitymanagement.europe@citi.com
Requests for information in relation to the procedures for tendering Securities and
participating in the Offer and requests for copies of the Offer to Purchase should be directed to:
GLOBAL BONDHOLDER SERVICES CORPORATION
65 Broadway – Suite 404
New York 10006
United States
Attn: Corporate Actions
Banks and Brokers Call Collect: +1 212 430-3774
All Others Call Toll-Free: +1 866 470-4200
Fax (For Eligible Institutions only): +1 212 430-3775/3779
Fax Confirmation: +1 212 430-3774
E-mail: info@gbsc-usa.com
DISCLAIMER
This announcement must be read in conjunction with the Offer to Purchase. This
announcement and the Offer to Purchase contain important information which should be read
carefully before any decision is made with respect to the Offer. If you are in any doubt as to the
action you should take, you are recommended to seek your own financial and legal advice,
including as to any tax consequences, immediately from your stockbroker, bank manager,
solicitor, accountant or other independent financial or legal adviser. Any individual or company
whose Securities are held on its behalf by a broker, dealer, bank, custodian, trust company or
other nominee or intermediary must contact such entity if it wishes to tender Securities in the
Offer. None of the Dealer Managers, the Depositary and Information Agent or the Company
makes any recommendation as to whether Holders should participate in the Offer.
OFFER AND DISTRIBUTION RESTRICTIONS
The Offer to Purchase and any other materials or advertisements in connection with the
Offer may not be distributed or published in any jurisdiction, except under circumstances that will
result in compliance with the applicable rules and regulations of such jurisdiction. The
distribution of the Offer to Purchase in certain jurisdictions may be restricted by law. Persons into
whose possession the Offer to Purchase comes are advised to inform themselves about, and to
observe, any restrictions relating to the Offer and the distribution of the Offer to Purchase and any
other related materials.
NONE OF THE OFFER TO PURCHASE, THIS ANNOUNCEMENT OR ANY
RELATED DOCUMENT HAS BEEN FILED WITH THE U.S. SECURITIES AND
EXCHANGE COMMISSION, NOR HAS ANY SUCH DOCUMENT BEEN FILED WITH OR
REVIEWED BY ANY U.S. STATE SECURITIES COMMISSION OR REGULATORY
AUTHORITY OF BELGIUM, FRANCE, ITALY, THE UNITED KINGDOM OR ANY OTHER
COUNTRY. NO AUTHORITY HAS PASSED UPON THE ACCURACY OR ADEQUACY OF
THE OFFER TO PURCHASE OR ANY RELATED DOCUMENTS, AND IT IS UNLAWFUL
AND MAY BE A CRIMINAL OFFENCE TO MAKE ANY REPRESENTATION TO THE
CONTRARY.
Belgium
Neither the Offer to Purchase nor any other documents or materials relating to the Offer
have been submitted to or will be submitted for approval or recognition to the Financial Services
and Markets Authority (Autorité des services et marchés financiers / Autoriteit voor financiële
diensten en markten) and, accordingly, the Offer may not be made in Belgium by way of a public
offering, as defined in Articles 3 and 6 of the Belgian Law of April 1, 2007 on public takeover
bids, as amended or replaced from time to time. Accordingly, the Offer may not be advertised and
the Offer will not be extended, and neither the Offer to Purchase nor any other documents or
materials relating to the Offer (including any memorandum, information circular, brochure or any
similar documents) have been or shall be distributed or made available, directly or indirectly, to
any person in Belgium other than “qualified investors” in the sense of Article 10 of the Belgian
Law of June 16, 2006 on the public offer of placement instruments and the admission to trading
of placement instruments on regulated markets, acting on their own account. The Offer to
Purchase has been issued only for the personal use of the above qualified investors and
exclusively for the purpose of the Offer. Accordingly, the information contained in the Offer to
Purchase may not be used for any other purpose or disclosed to any other person in Belgium.
France
The Offer is not being made, directly or indirectly, to the public in France. Neither the
Offer to Purchase nor any other documents or materials relating to the Offer have been or shall be
distributed to the public in France and only (i) providers of investment services relating to
portfolio management for the account of third parties (personnes fournissant le service
d’investissement de gestion de portefeuille pour compte de tiers) and/or (ii) qualified investors
(investisseurs qualifiés) acting on their own account and in each case as defined in, and in
accordance with, Articles L.411-1, L.411-2 and D.411-1 of the French Code Monétaire et
Financier, are eligible to participate in the Offer. The Offer to Purchase and any other document
or material relating to the Offer have not been and will not be submitted for clearance to, nor
approved by, the Autorité des Marchés Financiers.
Italy
None of the Offer, the Offer to Purchase or any other documents or materials relating to
the Offer have been or will be submitted to the clearance procedure of the Commissione
Nazionale per le Società e la Borsa (“CONSOB”) pursuant to Italian laws and regulations. The
Offer is being carried out in Italy as an exempted offer pursuant to article 101-bis, paragraph 3-
bis of the Legislative Decree No. 58 of February 24, 1998, as amended (the “Financial Services
Act”) and article 35-bis, paragraph 4 of CONSOB Regulation No. 11971 of May 14, 1999, as
amended. Holders or beneficial owners of Securities can tender their Securities pursuant to the
Offer through authorized persons (such as investment firms, banks or financial intermediaries
permitted to conduct such activities in Italy in accordance with the Financial Services Act,
CONSOB Regulation No. 16190 of October 29, 2007, as amended from time to time, and
Legislative Decree No. 385 of September 1, 1993, as amended) and in compliance with
applicable laws and regulations or with requirements imposed by CONSOB or any other Italian
authority. Each intermediary must comply with the applicable laws and regulations concerning
information duties vis-à-vis its clients in connection with the Securities or the Offer.
United Kingdom
The communication of the Offer to Purchase and any other documents or materials
relating to the Offer is not being made, and such documents and/or materials have not been
approved, by an authorized person for the purposes of section 21 of the Financial Services and
Markets Act 2000 (the “FSMA”). Accordingly, such documents and/or materials are not being
distributed to, and must not be passed on to, the general public in the United Kingdom. The
communication of such documents and/or materials is exempt from the restriction on financial
promotions under section 21(1) of the FSMA on the basis that it is only directed at and may only
be communicated to (1) those persons who are existing members or creditors of the Company or
other persons within Article 43(2) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, and (2) any other persons to whom such documents and/or materials may
lawfully be communicated in circumstances in which section 21(1) of the FSMA does not apply
to the Company.
General
The Offer does not constitute an offer to buy or the solicitation of an offer to sell
Securities in any circumstances in which such offer or solicitation is unlawful. In those
jurisdictions where the securities or other laws require the Offer to be made by a licensed broker
or dealer and the Dealer Managers or any of their respective affiliates is such a licensed broker or
dealer in that jurisdiction, the Offer shall be deemed to be made by the Dealer Managers or the
relevant affiliate on behalf of the Company in such jurisdiction where they are so licensed and the
Offer is not being made in any such jurisdiction where the Dealer Managers or any of their
affiliates are not so licensed.
Each Holder participating in the Offer will be deemed to give certain representations in
respect of the jurisdictions referred to above and generally as set out in “Terms of the Offer—
Procedures for Tendering—Representations, Warranties and Undertakings.” Any tender of
Securities for purchase pursuant to the Offer from a Holder that is unable to make these
representations may be rejected. Each of the Company, the Dealer Managers and the Depositary
and Information Agent reserves the right, in its absolute discretion, to investigate, in relation to
any tender of Securities for purchase pursuant to the Offer, whether any such representation given
by a Holder is correct and, if such investigation is undertaken and as a result the Company
determines (for any reason) that such representation is not correct, such tender may be rejected.
ENDS
Johannesburg
JSE Sponsor: Deutsche Securities (SA) Proprietary Limited
Contacts
Media
Chris Nthite +27 (0) 11 637 6388/+27 (0) 83 301 2481 cnthite@anglogoldashanti.com
Stewart Bailey +27 81 032 2563 / +27 11 637 6031 sbailey@anglogoldashanti.com
General inquiries media@anglogoldashanti.com
Investors
Stewart Bailey………+27 81 032 2563 / +27 11 637 6031 sbailey@anglogoldashanti.com
Sabrina Brockman…..+1 (212) 858 7702 / +1 646 379 2555 sbrockman@anglogoldashanti.com
Fundisa Mgidi………+27 11 6376763 / +27 82 821 5322 fmgidi@anglogoldashanti.com
AngloGold Ashanti Limited
Incorporated in the Republic of South Africa Reg No: 1944/017354/06
ISIN. ZAE000043485 – JSE share code: ANG CUSIP: 035128206 – NYSE share code: AU
Website: www.anglogoldashanti.com
Date: 24/08/2015 12:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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