Agreement with the Government on a regulatory framework
A key aspect of the rationale for the Merger is expeditious and optimal development of the Obuasi mine's deep level ore reserves ("Obuasi Deeps"). The Government has confirmed its intent to enter into a stability agreement with AngloGold that will provide the fiscal and regulatory framework necessary to facilitate an accelerated development of this project. In return for the regulatory undertakings required as part of this agreement, AngloGold will undertake, after consummation of the Merger and receipt of the approval of the Parliament of Ghana for these undertakings, to issue 2,658,000 AngloGold ordinary shares to the Government of Ghana. An overview of the key terms, the details of which will be finalised in the definitive documentation are set out below:
-
-
Support of the Government as a shareholder
The Government of Ghana, in its capacity as a 17% shareholder in Ashanti has also endorsed the recommendation of Ashanti's board and confirmed that it will agree to vote in favour of the Merger and against any other competing proposals during the term of its agreement with AngloGold and for a period ending on the earlier of six months following termination of the Transaction Agreement entered into between AngloGold and Ashanti on 4 August 2003, as amended (the "Transaction Agreement") and 31 July 2004, if the Transaction Agreement is terminated by Ashanti following a withdrawal of the Ashanti board recommendation.
Timing and further cautionary announcement
The Transaction Agreement would have terminated on 31 October 2003 had the regulatory undertakings and support of the Government of Ghana, as referred to above, not have been received. In order to afford the parties time to finalise the formal agreements regarding such undertakings and support, AngloGold and Ashanti have agreed to extend this date to 14 November 2003, or such later date as may be agreed by AngloGold and Ashanti.
Following the Government's decision AngloGold intends to move towards completion of the merger as soon as possible. Completion is still anticipated in the first quarter 2004.
Shareholders are advised to continue to exercise caution when dealing in AngloGold's securities until a further announcement is made.
Johannesburg
30 October 2003
The first call will be at 09:00 Johannesburg time, 07:00 London and Accra time, 02:00 New York time and 15:00 Perth time.
Australia
For a discussion of important terms of the Merger and important factors and risks involved in
the companies' businesses, which could cause the combined group's actual operating and
financial results to differ materially from such forward-looking statements, refer to AngloGold's
and Ashanti's filings with the US Securities and Exchange Commission (the "SEC"), including
AngloGold's annual report on Form 20-F for the year ended 31 December 2002, filed with the
SEC on 7 April 2003 and Ashanti's annual report on Form 20-F for the year ended
31 December 2002, filed with the SEC on 17 June 2003 and any other documents in respect of
the Merger that are furnished to the SEC by AngloGold or Ashanti under cover of
Form
6-K.
Neither AngloGold, Ashanti nor the combined group undertakes any obligation to update publicly or release any revisions to publicly update any forward-looking statements discussed in this announcement, whether as a result of new information, future events or otherwise.
ADDITIONAL INFORMATION
In connection with the Merger, AngloGold will file with, or otherwise furnish to, the SEC a
scheme document/prospectus. Investors and security holders are urged to carefully read the
scheme document/prospectus regarding the Merger when it becomes available, because it
will contain important information. Investors and security holders may obtain a free copy of
the scheme document/prospectus (when it is available) and other documents containing
information about AngloGold and Ashanti, without charge, at the SEC's website at
www.sec.gov. Copies of the scheme document/prospectus together with any SEC filings that
may be incorporated by reference in the scheme document/prospectus may also be obtained
free of charge by directing a request to: AngloGold Limited, 11 Diagonal Street,
Johannesburg 2001, PO Box 62117, Marshalltown 2107, South Africa, Attention:
Chris R. Bull, Company Secretary, telephone +27 11 637 6000, fax: +27 11 637 6624.
UBS Investment Bank and First Africa Group Holdings (Pty) Limited ("First Africa") are acting for AngloGold and no one else in connection with the Merger and will not be responsible to anyone other than AngloGold for providing the protections afforded to clients of UBS Investment Bank or First Africa or for providing advice in relation to the Merger.