Exercise Of Over-Allotment Option
16 September 2010 - 10:03AM
UK Regulatory
TIDMAGD
AngloGold Ashanti Limited
(Incorporated in the Republic of South Africa Reg. No. 1944/017354/06)
ISIN No. ZAE000043485 - JSE share code: ANG CUSIP: 035128206 - NYSE share
code: AU
Website: www.anglogoldashanti.com
News Release
THIS IS NOT AN OFFER FOR THE SALE OF SECURITIES. NOT FOR RELEASE OR
DISTRIBUTION IN OR INTO THE UNITED STATES
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR
INTO AUSTRALIA, CANADA OR JAPAN OR ANY OTHER STATE OR JURISDICTION IN WHICH IT
WOULD BE UNLAWFUL TO DO SO
EXERCISE OF OVER-ALLOTMENT OPTION AND RENEWAL OF CAUTIONARY ANNOUNCEMENT
Further to the announcement dated 15 September 2010 regarding the pricing of
AngloGold Ashanti's offering of 15,773,914 AngloGold Ashanti ordinary shares
("ordinary shares") in the form of ordinary shares or AngloGold Ashanti
American Depositary Shares ("ADSs") at a price of US$43.50 per ADS and
ZAR308.37 per ordinary share (the "Equity Offering") and of an offering of
US$686,162,400 6.00% mandatory convertible subordinated bonds due 2013
("Mandatory Convertible Bonds") by its wholly-owned subsidiary, AngloGold
Ashanti Holdings Finance plc (the "Mandatory Convertible Bonds Offering"),
AngloGold Ashanti announces that the underwriters have exercised their option
to subscribe for an additional 2,366,086 ordinary shares ("the Equity Offering
Over-Allotment Option") and for additional Mandatory Convertible Bonds in an
aggregate principal amount of US$102,924,350 ("the Mandatory Convertible Bond
Over-Allotment Option").
Following the exercise of the Equity Offering Over-Allotment Option and
pursuant to the Equity Offering, AngloGold Ashanti will issue 18,140,000
ordinary shares (the "Issue") equating to approximately 5% of the ordinary
issued share capital of AngloGold Ashanti in terms of the shareholder's
resolution dated 7 May 2010.
Furthermore, following exercise of the Mandatory Convertible Bond
Over-Allotment Option and pursuant to the Mandatory Convertible Bonds Offering,
AngloGold Ashanti Holdings plc will issue US$789,086,750 Mandatory Convertible
Bonds, which are initially convertible into 18,140,000 ADSs, subject to
AngloGold Ashanti shareholders granting a specific authority for the directors
to issue 18,140,000 ordinary shares underlying the ADSs deliverable upon the
conversion of the Mandatory Convertible Bonds.
The following additional disclosure is made in terms of the JSE Listings
Requirements relating to the Equity Offering.
The Equity Offering price per ordinary share represents a 1.5% discount to the
weighted average traded price of the equity securities on the JSE Limited over
the 30 days prior to the date that the Issue was agreed in writing being 15
September 2010.
Unaudited pro formaper share information for the six months ended 30 June 2010
The unaudited pro forma financial information of AngloGold Ashanti has been
prepared in order to illustrate the effects of the Issue, assuming that the
Issue took place on 1 January 2010 for purposes of the income statement for the
six months ended 30 June 2010 and on 30 June 2010 for purposes of the balance
sheet. The information has been prepared for illustrative purposes only and may
not, because of its nature, give a true picture of the financial position of
AngloGold Ashanti. It does not purport to be indicative of what the financial
results would have been if the issue had actually occurred at an earlier date.
The pro forma financial information is the responsibility of the directors.
The unaudited pro forma financial information of AngloGold Ashanti does not
take into consideration the effects of any other share or bond issue financing
that the company may engage in, either in conjunction with or separately of
this Issue. The pro forma historical financial effects of the issue are as
follows:
For the six months ended 30 June Before After Movement
2010 the Issue the Issue
(%)
Net asset value per share1 US 809 972 20 %
cents
Net tangible asset value per share1 US 764 929 22 %
cents
Cash gross profit per share2 US 268 55 (79)%
cents
Basic loss per share3 US (8) (8) 0 %
cents
Diluted loss per share4 US (8) (8) 0 %
cents
Headline loss per share5 US (3) (3) 0 %
cents
Headline earnings/ (loss) per share US 52 (107) (306)%
adjusted for cents
the effect of unrealised non-hedge
derivatives
and fair value adjustment on
convertible bonds 6
Weighted average number of shares 366,961,310 385,101,310 5 %
in issue7
Weighted average diluted number of 366,961,310 385,101,310 5 %
shares in
issue8
Number of shares in issue9 365,758,792 383,898,792 5 %
The negative swings in cash gross profit per share and headline earnings/(loss)
per share adjusted for the effects of unrealised losses on non-hedge
derivatives and fair value adjustment on convertible bonds, are primarily due
to the realisation of non-hedge derivatives losses.
Notes:
1. Net asset value per share is computed by dividing total equity of $2,959m
before issue ($3,732m after Issue) by the number of shares in issue being
365,758,792 before issue (383,898,792 after Issue). Net tangible asset
value per share is computed by dividing total equity (excluding intangible
assets) of $2,792m before Issue ($3,565m after Issue) by the number of
shares in issue being 365,758,792 before issue (383,898,792 after issue).
2. The cash gross profit per share computation has been based on the weighted
average number of shares in issue.
3. Basic loss per share is computed by dividing net loss by the weighted
average number of shares in issue.
4. The diluted loss per share is computed by dividing net loss by the weighted
average diluted number of shares in issue. The impact on diluted loss per
share is anti-dilutive and therefore the diluted loss per share and basic
loss per share is the same.
5. Headline loss removes items of a capital nature from the calculation of
loss per share. Headline loss per share is computed by dividing headline
loss by the weighted average number of shares in issue.
6. Headline earnings/(loss) per share adjusted for the effect of unrealised
non-hedge derivatives and fair value adjustment on convertible bonds
divided by the weighted average number of shares in issue.
7. The weighted average number of AngloGold Ashanti shares in issue was
366,961,310 for the six months ended 30 June 2010 and as a result of the
issuance of 18,140,000 AngloGold Ashanti shares at an issue price of
$43.50, the weighted average number of AngloGold Ashanti shares in issue
for that period would have been 385,101,310.
8. The weighted average diluted number of AngloGold Ashanti shares in issue
for the six months ended 30 June 2010 does not assume the effect of 971,993
shares issuable upon the exercise of the share incentive options as well as
15,384,615 shares issuable upon the conversion of the convertible bonds
issued in May 2009, as their effects are anti-dilutive.
9. The number of AngloGold Ashanti shares in issue as at 30 June 2010 was
365,758,792 and, as a result of the Issue, the number of AngloGold Ashanti
shares in issue as at that date would have been 383,898,792.
Renewal of cautionary announcement
The Mandatory Convertible Bonds Offering may continue to have a material effect
on the price of AngloGold Ashanti's securities. Accordingly, AngloGold Ashanti
shareholders are advised to exercise caution when dealing in AngloGold
Ashanti's securities until a further announcement is made in relation to the
request to grant specific authority for the directors to issue ordinary shares
underlying the ADSs deliverable upon conversion of the Mandatory Convertible
Bonds.
Johannesburg
15 September 2010
JSE sponsor: UBS
UBS AG (London Branch), Morgan Stanley & Co. Incorporated, Citigroup Global
Markets Limited and Deutsche Bank AG London Branch are acting for AngloGold
Ashanti and no one else in connection with the Equity Offering and Mandatory
Convertible Offering and will not be responsible to anyone other than AngloGold
Ashanti for providing the protections afforded to clients of UBS AG (London
Branch), Morgan Stanley & Co. Incorporated, Citigroup Global Markets Limited
and Deutsche Bank AG London Branch nor for providing advice in connection with
the Equity Offering and Mandatory Convertible Offering.
This announcement shall not constitute an offer to sell or the solicitation of
an offer to buy securities, nor shall there be any sale of the securities
described herein, in any jurisdiction in which such offer, solicitation or sale
would be unlawful prior to registration or qualification under the securities
laws of such jurisdiction.
The offerings described in this announcement will only be addressed to and
directed at persons in member states of the European Economic Area, or EEA, who
are "Qualified Investors" within the meaning of Article 2(1)(e) of the European
Parliament and Council Directive 2003/71/EC, including any measure implementing
such Directive in any member state of the EEA (the "Prospectus Directive"). In
addition, in the United Kingdom, the offer will only be addressed to and
directed at (1) Qualified Investors who are investment professionals falling
within Article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005 (the "Order"), or high net worth entities falling within
Article 49(2)(a)-(d) of the Order or (2) persons to whom it may otherwise
lawfully be communicated (all such persons together being referred to as
"Relevant Persons"). The Shares, ADSs and Mandatory Convertible Bonds will only
be available to, and any invitation, offer or agreement to subscribe, purchase
or otherwise acquire such securities will be engaged in only with, (1) in the
United Kingdom, Relevant Persons and (2) in any member state of the EEA other
than the United Kingdom, Qualified Investors. The offerings as described in
this announcement will not be addressed to the public in South Africa (as
defined in, and in accordance with the terms of, Chapter VI of the South
African Companies Act 1973 (as amended)).
AngloGold Ashanti and AngloGold Ashanti Holdings Finance plc have registered
the securities described herein for offer and sale in the United States. Any
public offering of securities to be made in the United States will be made by
means of a prospectus and a related prospectus supplement that will contain
detailed information about AngloGold Ashanti and its management, as well as
financial statements. Such prospectus may be obtained from AngloGold Ashanti at
76 Jeppe Street, Newtown, Johannesburg, South Africa.
This announcement includes "forward-looking information" within the meaning of
Section 27A of the Securities Act, and Section 21E of the Securities Exchange
Act of 1934, as amended. All statements other than statements of historical
fact are, or may be deemed to be, forward-looking statements, including,
without limitation those concerning: AngloGold Ashanti's strategy to reduce its
gold hedging positions including the extent and effect of the reduction of its
gold hedging positions; the economic outlook for the gold mining industry;
expectations regarding gold prices, production, cash costs and other operating
results; growth prospects and outlook of AngloGold Ashanti's operations,
individually or in the aggregate, including the completion and commencement of
commercial operations at AngloGold Ashanti's exploration and production
projects; the completion of announced mergers and acquisitions transactions;
AngloGold Ashanti's liquidity and capital resources and expenditure; the
outcome and consequences of any pending litigation proceedings; and AngloGold
Ashanti's Project One performance targets. These forward-looking statements are
not based on historical facts, but rather reflect AngloGold Ashanti's current
expectations concerning future results and events and generally may be
identified by the use of forward-looking words or phrases such as "believe",
"aim", "expect", "anticipate", "intend", "foresee", "forecast", "likely",
"should", "planned", "may", "estimated", "potential" or other similar words and
phrases. Similarly, statements that describe AngloGold Ashanti's objectives,
plans or goals are or may be forward-looking statements.
These forward-looking statements involve known and unknown risks, uncertainties
and other factors that may cause the AngloGold Ashanti's actual results,
performance or achievements to differ materially from the anticipated results,
performance or achievements expressed or implied by these forward-looking
statements. Although AngloGold Ashanti believes that the expectations reflected
in these forward-looking statements are reasonable, no assurance can be given
that such expectations will prove to have been correct.
For a discussion of such risk factors, shareholders should refer to the annual
report on Form 20-F for the year ended 31 December 2009, which was filed with
the Securities and Exchange Commission on 19 April 2010 and amended on 18 May
2010 and the preliminary prospectus supplements referenced above. These factors
are not necessarily all of the important factors that could cause AngloGold
Ashanti'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.
ENDS
Contacts
Tel: E-mail:
Alan Fine (Media) +27 (0) 11 637- / +27 (0) afine@anglogoldashanti.com
6383 83 250
0757
Joanne Jones +27 (0) 11 637- / +27 (0) jjones@anglogoldashanti.com
(Media) 6813 82 896
0306
Sicelo Ntuli +27 (0) 11 / +27 (0) sntuli@anglogoldashanti.com
(Investors) 637-6339 71 608
0991
Stewart Bailey +1 212 836 4303 / +1 646 sbailey@anglogoldashanti.com
(Investors) / +27 (0) 82 338
330 9628 4337
END
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