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Anglogold Ashanti Holdings Plc Announces Cash Tender Offer For Any And All Of Its 5.125% Notes Due 2022
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
(“AngloGold Ashanti” or the “Company”)
NEWS RELEASE
ANGLOGOLD ASHANTI HOLDINGS PLC ANNOUNCES CASH TENDER OFFER FOR ANY AND ALL OF
ITS 5.125% NOTES DUE 2022
Please refer to the attached announcement for further information.
ENDS
Johannesburg
18 October 2021
JSE Sponsor: The Standard Bank of South Africa Limited
CONTACTS
Media
Chris Nthite +27 11 637 6388/+27 83 301 2481 cnthite@anglogoldashanti.com
Julie Bain +27 66 364 0038 jbain@anglogoldashanti.com
General inquiries media@anglogoldashanti.com
Investors
Sabrina Brockman +1 646 880 4526/ +1 646 379 2555 sbrockman@anglogoldashanti.com
Yatish Chowthee +27 11 637 6273 / +27 78 364 2080 yrchowthee@anglogoldashanti.com
Fundisa Mgidi +27 11 6376763 / +27 82 821 5322 fmgidi@anglogoldashanti.com
Website: www.anglogoldashanti.com
ANGLOGOLD ASHANTI HOLDINGS PLC ANNOUNCES CASH TENDER OFFER
FOR ANY AND ALL OF ITS 5.125% NOTES DUE 2022
AngloGold Ashanti Holdings plc (the “Offeror”), a company incorporated under the laws of the Isle
of Man, announces today an offer to purchase any and all of its outstanding U.S.$750,000,000 5.125%
notes due 2022 (the “Securities”), issued by the Offeror and guaranteed by AngloGold Ashanti
Limited (“AGA”), a company incorporated under the laws of the Republic of South Africa, for cash
(the “Offer”). The terms and conditions of the Offer are described in an offer to purchase dated
October 18, 2021 (the “Offer to Purchase”). Capitalized terms not otherwise defined in this
announcement have the same meaning as assigned to them in the Offer to Purchase.
Holders are advised to read carefully the Offer to Purchase for full details of, and information
on the procedures for participating in, the Offer.
The following table sets forth certain information relating to pricing for the Offer.
Principal Amount U.S. Treasury Fixed Spread* Bloomberg Amount subject to
Title of Security ISIN / CUSIP Outstanding Maturity Date Reference Security (basis points) Reference Page the Offer
5.125% notes due US03512TAC53 / U.S.$750,000,000 August 1, 2022 0.125% due July 50 FIT T/0-1 Any and all
2022 03512TAC5 31, 2022
______________
*The Fixed Spread is equivalent to the spread in the “Optional Redemption” provision under the Securities.
Purpose of the Offer
The Offeror is making the Offer to refinance a portion of its existing debt. The Offer, together with the
proposed offering of a new series of debt securities, is intended to extend the Offeror’s debt maturity
profile. Securities purchased in the Offer are expected to be retired and canceled.
If the Financing Condition (as defined below) is satisfied, the Offeror intends to redeem any
remaining outstanding Securities, which have not been validly tendered and accepted for payment in
the Offer (the “Post-Closing Redemption”), pursuant to the make-whole redemption feature of the
Securities and otherwise in accordance with the terms and conditions thereof. The Offeror notes that
the spread used to calculate the make-whole redemption price would be the same as the Fixed Spread
pursuant to the Offer. However, the Offeror is not obligated to do so and may decide not to
redeem any Securities or redeem a lower principal amount of Securities. This announcement is not a
notice of redemption for the Securities.
The Offer
The Offeror will pay a Purchase Price per U.S.$1,000 principal amount of Securities validly tendered
and not validly withdrawn prior to the Expiration Deadline (including those validly tendered in
accordance with the Guaranteed Delivery Procedures) calculated as described in the Offer to Purchase
in a manner intended to result in a yield to the maturity date as of the Settlement Date equal to the
sum of:
- the yield to maturity on the Reference Treasury Security based on the bid-side price
of the Reference Treasury Security as reported on the Bloomberg Reference Page
specified above as measured at the Price Determination Time; and
- the Fixed Spread.
In addition to the payment of the Purchase Price, each Holder whose Securities are validly tendered
and delivered (and not validly withdrawn) (including those validly tendered in accordance with the
Guaranteed Delivery Procedures) and accepted for purchase will also be paid Accrued Interest equal
to interest accrued and unpaid on the Securities from (and including) the immediately preceding
interest payment date for the Securities to (but excluding) the Settlement Date.
Accrued Interest will cease to accrue on the Settlement Date, and (in the case of Securities for which
the Guaranteed Delivery Procedures are used) no additional accrued interest will be paid in respect of
the period from the Settlement Date to the Guaranteed Delivery Settlement Date.
The Purchase Price and the Accrued Interest for the Securities validly tendered (and not validly
withdrawn) in the Offer will be paid on the Settlement Date or the Guaranteed Delivery Settlement
Date, as applicable (subject to the right of the Offeror to extend the Expiration Deadline and delay the
acceptance of Tender Instructions as set out in the Offer to Purchase).
If a Holder tenders less than the full amount of its holding of Securities, Tender Instructions must be
submitted in respect of a principal amount of Securities of no less than the Minimum Denomination
and, unless otherwise specified in the Offer to Purchase, may be submitted in respect of integral
multiples of U.S.$1,000 above such Minimum Denomination. The “Minimum Denomination” is
U.S.$1,000.
The Offer is not conditioned on any minimum amount of Securities being tendered. The Offeror’s
obligation to accept and pay for Securities in the Offer is, however, subject to the satisfaction or
waiver of the General Conditions and the condition that the Offeror shall have completed prior to the
Expiration Deadline an offering of debt securities in an aggregate principal amount of at least
U.S.$750,000,000 (the “Financing Condition”), contained in the Offer to Purchase. Subject to
applicable securities laws and the terms and conditions set forth in the Offer to Purchase, the Offeror
reserves the right, with respect to the Offer made by it, (i) to waive or modify in whole or in part any
and all conditions to the Offer, (ii) to extend the Withdrawal Deadline and/or the Expiration Deadline,
(iii) to modify or terminate the Offer or (iv) to otherwise amend the Offer in any respect.
Announcements in connection with the Offer will be made by issuing a press release to a widely
disseminated news or wire service. Copies of all announcements, notices and press releases will be
available from the Information & Tender Agent. All documentation relating to the Offer, together with
any updates, will also be available on the Offer Website www.dfking.com/anglogold operated by the
Information & Tender Agent for the purpose of the Offer.
A tender of Securities for purchase pursuant to the Offer should be made by the submission of a valid
Tender Instruction. If any Holder wishes to tender its Securities but such Holder cannot comply with
the procedures for the submission of a valid Tender Instruction prior to the Expiration Deadline, such
Holder may tender its Securities according to the Guaranteed Delivery Procedures, as set out in the
Offer to Purchase.
INDICATIVE TIMETABLE
The following table sets out the expected dates and times of the key events relating to the Offer. This
is an indicative timetable and is subject to change.
Date and Time Action
October 18, Commencement of the Offer
2021
.......................................... Offer to Purchase available from the Information & Tender Agent and on
the Offer Website.
Offer announced through a press release to a recognized financial news
service in the manner described under “Terms and Conditions of the Offer—
Announcements” in the Offer to Purchase.
October 22, 2021, 10:00 Price Determination Time
a.m.
(New York City
time)
.......................................... The Dealer Managers will calculate the Purchase Price in the manner
described in the Offer to Purchase.
October 22, 2021, Promptly Announcement of Purchase Price
after the Price
Determination
Time
The Offeror will announce the Purchase Price by publication through a
.......................................... recognized financial news service in the manner described under “Terms
and Conditions of the Offer—Announcements” in the Offer to Purchase.
October 22, 2021, 5:00 p.m. Expiration Deadline
(New York City time)
.......................................... The last time and date for Holders to submit Tender Instructions (or, where
applicable, Notices of Guaranteed Delivery) in order to be able to
participate in the Offer and to be eligible to receive the Purchase Price and
Accrued Interest on the Settlement Date or the Guaranteed Delivery
Settlement Date, as applicable.
October 22, 2021, 5:00 p.m. Withdrawal Deadline
(New York City time)
.......................................... Deadline for Holders to properly withdraw tenders of their Securities (or,
where applicable, Notices of Guaranteed Delivery). If a tender of Securities
(or, where applicable, a Notice of Guaranteed Delivery) is properly
withdrawn, the Holder will not receive any consideration on the Settlement
Date or the Guaranteed Delivery Settlement Date, as applicable (unless that
Holder validly re-tenders such Securities at or prior to the Expiration
Deadline and the Securities are accepted by the Offeror).
October 25, Announcement of Results of the Offer
2021
.......................................... The Offeror expects to announce the aggregate principal amount of
Securities to be accepted for purchase pursuant to the Offer (assuming that
Securities tendered in accordance with the Guaranteed Delivery Procedures
are validly delivered by the Guaranteed Delivery Deadline).
Expected to be October 25, Settlement Date
2021
.......................................... Settlement Date for Securities validly tendered and accepted for purchase
by the Offeror, other than in the case of Securities validly tendered pursuant
to the Guaranteed Delivery Procedures. Payment of the Purchase Price and
any Accrued Interest in respect of any such Securities.
October 26, 2021, 5:00 p.m. Guaranteed Delivery Deadline
(New York City time)
The last time and date for Holders to validly deliver Securities in respect of
which a Notice of Guaranteed Delivery was delivered at or prior to the
.......................................... Expiration Deadline.
Expected to be October 27, Guaranteed Delivery Settlement Date
2021
.......................................... Guaranteed Delivery Settlement Date for Securities validly tendered and
accepted for purchase by the Offeror pursuant to the Guaranteed Delivery
Procedures. Payment of the Purchase Price and any Accrued Interest in
respect of any such Securities.
The above dates and times are subject, where applicable, to the right of the Offeror to extend, re-open,
amend, and/or terminate the Offer, subject to applicable securities laws and the terms set within the
Offer to Purchase. Holders of Securities are advised to check with any bank, securities broker or other
intermediary through which they hold Securities when such intermediary would require to receive
instructions to participate in, or withdraw their instruction to participate in, the Offer before the
deadlines specified above.
Holders of Securities are advised to read carefully the Offer to Purchase for full details of and
information on the procedures for participating in the Offer.
FURTHER INFORMATION
Holders of Securities may access the Offer to Purchase and the form of Notice of Guaranteed
Delivery at www.dfking.com/anglogold.
Questions and requests for assistance in connection with the Offer may be directed to the Dealer
Managers:
Barclays Bank PLC BNP Paribas
5 The North Colonnade 16 boulevard des Italiens
Canary Wharf 75009 Paris
London E14 4BB France
United Kingdom
Attention: Liability Management
Attention: Liability Management Group Telephone:
Telephone: +44 (0) 20 3134 8515 +33 1 55 77 78 94
Email: eu.lm@barclays.com Email: liability.management@bnpparibas.com
J.P. Morgan Securities plc Merrill Lynch International
25 Bank Street 2 King Edward Street
Canary Wharf London EC1A 1HQ
London E14 5JP United Kingdom
United Kingdom
Attention: Liability Management Group
Attention: Liability Management Telephone (London):
Telephone: +44 207 595 8222 +44 207 996 5420
Email: em_europe_lm@jpmorgan.com, Telephone (U.S. Toll Free):
+1 888 292 0070
Telephone (U.S.):
+1 980 387 3907
Email: DG.LM-EMEA@bofa.com
Questions and requests for assistance in connection with the tender of Securities including requests
for a copy of the Offer to Purchase may be directed to:
INFORMATION & TENDER AGENT
D.F. King
E-mail: anglogold@dfking.com
Offer Website: www.dfking.com/anglogold
In New York: In London:
48 Wall Street 65 Gresham Street
New York, NY 10005 London EC2V 7NQ
United States
Banks and Brokers, Call Collect: +1 (212) 269- United Kingdom
5550 Tel: +44 20 7920 9700
All Others, Call Toll-Free: +1 (877) 783-5524
NOTICE AND DISCLAIMER
Subject to applicable law, the Offeror or any of its affiliates may, at any time and from time to time,
acquire Securities, other than pursuant to the Offer, through open market or privately negotiated
transactions, through tender offers, exchange offers, redemptions (including the Post-Closing
Redemption) or otherwise, or the Offeror may redeem Securities pursuant to their terms to the extent
that such Securities then permit redemption. Any future purchases of Securities may be on the same
terms or on terms that are more or less favorable to Holders of Securities than the terms of the Offer,
and could be for cash or other consideration.
This announcement must be read in conjunction with the Offer to Purchase. This announcement and
the Offer to Purchase contain important information which must be read carefully before any decision
is made with respect to the Offer. If any Holder is in any doubt as to the action it should take or is
unsure of the impact of the Offer, it is recommended to seek its own financial and legal advice,
including as to any tax consequences, from its stockbroker, bank manager, attorney, 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 (or to validly withdraw any such
tender). None of the Offeror, the Dealer Managers, the Information & Tender Agent and any person
who controls, or is a director, officer, employee or agent of such persons, or any affiliate of such
persons, makes any recommendation as to whether holders of Securities should participate in the
Offer.
Cautionary Statement
Certain statements contained in this document, other than statements of historical fact, including,
without limitation, those concerning the economic outlook for the gold mining industry, expectations
regarding gold prices, production, total cash costs, all-in sustaining costs, all-in costs, cost savings and
other operating results, return on equity, productivity improvements, growth prospects and outlook of
AGA’s operations, individually or in the aggregate, including the achievement of project milestones,
commencement and completion of commercial operations of certain of AGA’s exploration and
production projects and the completion of acquisitions, dispositions or joint venture transactions,
AGA’s liquidity and capital resources and capital expenditures and the outcome and consequence of
any potential or pending litigation or regulatory proceedings or environmental health and safety
issues, are forward-looking statements regarding AGA’s operations, economic performance and
financial condition. These forward-looking statements or forecasts involve known and unknown risks,
uncertainties and other factors that may cause AGA’s actual results, performance or achievements to
differ materially from the anticipated results, performance or achievements expressed or implied in
these forward-looking statements. Although AGA believes that the expectations reflected in such
forward-looking statements and forecasts are reasonable, no assurance can be given that such
expectations will prove to have been correct. Accordingly, results could differ materially from those
set out in the forward-looking statements as a result of, among other factors, changes in economic,
social and political and market conditions, the success of business and operating initiatives, changes
in the regulatory environment and other government actions, including environmental approvals,
fluctuations in gold prices and exchange rates, the outcome of pending or future litigation
proceedings, any supply chain disruptions, any public health crises, pandemics or epidemics
(including the COVID-19 pandemic), and other business and operational risks and other factors,
including mining accidents. For a discussion of such risk factors, refer to AGA’s annual report on
Form 20-F for the year ended December 31, 2020, which has been filed with the United States
Securities and Exchange Commission (the “SEC”), as well as the preliminary prospectus supplement
dated October 18, 2021, which has also been filed with the SEC. These factors are not necessarily all
of the important factors that could cause AGA’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. Consequently, readers are cautioned not to place undue
reliance on forward-looking statements. AGA undertakes no obligation to update publicly or release
any revisions to these forward-looking statements to reflect events or circumstances after the date
hereof or to reflect the occurrence of unanticipated events, except to the extent required by applicable
law. All subsequent written or oral forward-looking statements attributable to AGA or any person
acting on its behalf are qualified by the cautionary statements herein.
OFFER AND DISTRIBUTION RESTRICTIONS
This announcement and the Offer to Purchase do not constitute an offer or an invitation to participate
in the Offer in any jurisdiction in which, or to any person to or from whom, it is unlawful to make
such offer or invitation or for there to be such participation under applicable laws. The distribution of
this announcement and the Offer to Purchase in certain jurisdictions may be restricted by law. Persons
into whose possession this announcement or the Offer to Purchase comes are required by the Offeror,
the Dealer Managers and the Information & Tender Agent to inform themselves about and to observe
any such restrictions.
United Kingdom
The Offer to Purchase is only addressed to Holders where they would (if they were clients of the
Offeror) be per se professional clients or per se eligible counterparties of the Offeror within the
meaning of the rules of the Financial Conduct Authority (“FCA”). Neither the Offer to Purchase nor
any other related documents or materials are addressed to or directed at any persons who would be
retail clients within the meaning of the FCA rules and any such persons should not act or rely on
them. Recipients of the Offer to Purchase and any other documents or materials relating to the Offer
should note that the Offeror is acting on its own account in relation to the Offer and will not be
responsible to any other person for providing the protections which would be afforded to clients of the
Offeror or for providing advice in relation to the Offer.
This announcement, the Offer to Purchase and any other documents or materials relating to the Offer
are not being made and such documents have not been approved by an authorized person for the
purposes of section 21 of the Financial Services and Markets Act 2000. 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 as a financial promotion is
only being made to persons outside the United Kingdom and to those persons in the United Kingdom
falling within the definition of investment professionals (as defined by Article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005 (“Financial Promotion Order”))
or persons who are within Article 43 of the Financial Promotion Order or any other persons to whom
they may otherwise lawfully be communicated under the Financial Promotion Order and should not
be relied on or acted on in the United Kingdom by any other persons.
EEA
In the EEA, this announcement and the Offer will not, directly or indirectly, be made to, or for the
account of, any person other than to qualified investors within the meaning of Article 2(e) of the
Prospectus Regulation.
Neither this announcement nor the Offer to Purchase, nor any other documentation or material
relating to the Offer, has been or will be submitted to a competent authority in the EEA for approval.
Therefore, neither the Offer to Purchase nor any other documentation or material relating to the Offer
qualifies as an approved prospectus as meant in Article 6 of the Prospectus Regulation.
Accordingly, in the EEA, the Offer may not be made by way of an “offer of securities to the public”
within the meaning of Article 2(d) of the Prospectus Regulation and the Offer may not be promoted
and is not being made to, any person in the EEA (with the exception of “qualified investors” within
the meaning of Article 2(e) in conjunction with Article 1(4)(a) of the Prospectus Regulation). This
announcement, the Offer to Purchase and any other documentation or materials relating to the Offer
(including memoranda, information circulars, brochures or similar documents) have not been
forwarded or made available to, and are not being forwarded or made available to, directly or
indirectly, any such person.
With regard to the EEA, this announcement and the Offer to Purchase have been transmitted only for
personal use by the aforementioned qualified investors and only for the purpose of the Offer.
Accordingly, the information contained in this announcement and the Offer to Purchase may not be
used for any other purpose or be transmitted to any other person in the EEA.
Belgium
None of this announcement, the Offer to Purchase or any other documents or materials relating to the
Offer have been submitted to or will be submitted for approval or recognition to the Belgian Financial
Services and Markets Authority (Autoriteit voor financiële diensten en markten / Autorité des services
marches financiers) 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 none of this announcement, the Offer to Purchase or any other documents or
materials relating to the Offer (including any memorandum, information circular, brochure or any
similar documents) has 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 2(e) of the Prospectus
Regulation, acting on their own account. This announcement and/or the Offer to Purchase have 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 this announcement and/or Offer to Purchase may not
be used for any other purpose or disclosed to any other person in Belgium.
France
This announcement, the Offer to Purchase and any other documents or offering materials relating to
the Offer may not be distributed in the Republic of France except to qualified investors (investisseurs
qualifiés) as defined in Article 2(e) of the Prospectus Regulation. The Offer to Purchase has not been
and will not be submitted for clearance to the Autorité des marchés financiers.
Italy
None of the Offer, this announcement, the Offer to Purchase or any other documents or materials
relating to the Offer has 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 (the “Issuers’ Regulation”). The Offer is also being carried out in compliance with article
35-bis, paragraph 7 of the Issuers’ Regulation.
Holders or beneficial owners of the Securities that are located in Italy can tender Securities 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. 20307
of February 15, 2018, 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.
South Africa
The communication of this announcement by the Offeror and any other documents or materials
relating to the Offer should not be construed as constituting any form of investment advice or
recommendation, guidance or proposal of a financial nature under the South African Financial
Advisory and Intermediary Services Act, 37 of 2002 (as amended or re-enacted). The Offer is not
being made to and does not constitute an “offer to the public” (as such term is defined in the South
African Companies Act, 71 of 2008 (the “SA Companies Act”) and the Offer to Purchase is not, nor
is it intended to constitute, a “registered prospectus” (as such term is defined in the SA Companies
Act) prepared and registered under the SA Companies Act.
General
This announcement is for informational purposes only and shall not constitute an offer to buy, a
solicitation to buy or an offer to sell any securities. The Tender Offer is being made only pursuant to
the Offer to Purchase and only in such jurisdictions as is permitted under applicable law. Please see
the Offer to Purchase for certain important information on offer restrictions applicable to the Tender
Offer.
Date: 18-10-2021 09:15:00
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