ANGLOGOLD LIMITED
(Registration number 1944/017354/06)
(Incorporated in the Republic of South
Africa)
ISIN : ZAE000043485
JSE Share Code : ANG
("AngloGold") 

ASHANTI GOLDFIELDS COMPANY LIMITED
(Registration number 7094, ARBN 074370862)
(Incorporated in Ghana)
ISIN : GH0000000029
GSE Share Code : AGC
("Ashanti") 

This announcement does not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale or distribution of securities in any jurisdiction in which such offer, sale or distribution is not permitted  

4 August 2003

PROPOSED MERGER OF ANGLOGOLD LIMITED AND ASHANTI GOLDFIELDS 

COMPANY LIMITED  

1.    Introduction 

Under the terms of the Merger: 

0.26 AngloGold ordinary shares ("AngloGold Shares"); or 

0.26 AngloGold American Depositary Shares ("AngloGold ADSs") 

for each Ashanti Share or Ashanti GDS ("Exchange Ratio").   

2.    Terms and Structure of the Merger 

- 

0.26 AngloGold Shares; 

- 

0.26 AngloGold ADSs; or 

- 

26 AngloGold GhDSs, 100 of which will represent one AngloGold Share 

- 

0.26 AngloGold Shares; or 

- 

0.26 AngloGold ADSs 

- 

0.26 AngloGold Shares; or 

- 

0.26 AngloGold ADSs 

2

3.      Background to and key benefits of the Merger 

The Merger will produce a combined group with the following attributes: 

•   Growth/Upside potential - an enhanced production profile is expected from existing
     brownfields opportunities and a strong exploration and land holding portfolio 

- 

- 

3

- 

Reduced financing costs 

- 

Reduced administrative and procurement costs 

- 

Consolidation of Geita ownership 

- 

- 

- 

- 

- 

- 

- 

- 

4

4.     Major shareholders

5.     Conditions and other key terms of the Transaction Agreement 

6.     Information  AngloGold 

on 

For the six months to 30 June 2003 AngloGold reported (in accordance with IFRS): 

5

  •   Gold production of 2.8 million ounces (attributable) 

  •   Cash operating costs of US$217 per ounce (attributable) 

  •   Revenue of US$977 million 

  •   Headline earnings before unrealised non-hedge derivatives of US$140 million 

  •   Headline earnings per share before unrealised non-hedge derivatives of US$0.63 

  •   An interim dividend per share of US$0.51 has been declared in 2003.  In 2002 

dividends per share of US$1.46 were declared 

7.     Information Ashanti  

•     Gold production of 0.7 million ounces (attributable) 

•     Cash operating costs (including royalties) of US$232 per ounce (attributable) 

•     Revenue of US$257 million 

•     Pre-exceptional net earnings of US$14.6 million 

•     Pre-exceptional net earnings per share of US$0.11 

 •     Net assets of US$478 million 

8.    Financial effects of the Merger 

6

For the six months ended 30 June 2003  

and as at 30 June 2003 

Before the 

Merger

(US cps)

After the 

Merger 

(US cps) 

Percentage

change

(%)

Net asset value per share1 

 728

1,060 

46

Net tangible asset value per share1 

 549

808 

47

EBITDA per share2 

 152

156 

3

Headline earnings per share before 

   unrealised non-hedge derivatives2 

 63

54 

(14)

Headline earnings per share2 

62

73 

18

Basic earnings per share2 

 55

68 

24

Net debt to total capital employed 

18.6%

17.2% 

 1.

NOTES: 

 •

 •   

 2. 

 3. 

7

9.     US and UK tax consequences 

 4. 

10.  Directors, management and employees 

  5.

11.  Ashanti options 

12.  Ashanti warrants 

subsidiary of Ashanti, will be treated in accordance with the relevant deed poll. 

8

13.  Listings 

14.  Timing 

15.  Anglo American plc 

16.  Board recommendation and undertakings 

9

persons in connection with such alternate acquisition proposals to AngloGold. 

17.  Further cautionary announcement 

Johannesburg and Accra 

5 August 2003 

AngloGold's JSE Sponsor: UBS 

10

For further information contact: 

AngloGold 

    Ashanti 

Steve Lenahan   

+27 83 308 2200 

Kweku Awotwi   

+233 21 77 2331 

Peta Baldwin   

+27 11 637 6647 

Corinne Gaisie   

+44 20 7256 9938 

Charles Carter   

+1 212 750 7999 

Tomasz Nadrowski  

+44 7958 749555 

+1 917 912 4641  

Andrea Maxey   

+61 8 9425 4604 

UBS 

Investment Bank  

CIBC World Markets  

James Hartop   

+44 20 7567 8000 

Andy Quinn 

+44 20 7234 6000 

First Africa 

Kofi Adjepong-Boateng           +27 11 327 3666 

Citigate Sard Verbinnen 

Golin/Harris International 

(US 

Media) 

    (US investors      

and 

Media) 

Paul Verbinnen  

+1 212 687 8080 

Kevin Kirkeby   

+1 212 697 9191 

Citigate Dewe Rogerson 

Grandfield 

(UK 

Media) 

(UK investors 

and 

Media) 

Patrick Donovan 

+44 20 7638 9571 

Matthew Jervois 

+44 20 7417 4170 

Channel Two 

(Ghanaian Media) 

David Ampofo   

+233 21 666 643 

CONFERENCE CALL DETAILS 

The dial in numbers, by country, are: 

North America   

+1 800 267 9155 

or 

+1 706 634 0083, 

United Kingdom  

+44 800 953 0406, 

United Kingdom and Europe 

+44 1452 560 299, 

Australia 

+61 800 766 788 

or 

+61 28 228 7000, 

South Africa 

+27 800 99 4050, and 

Ghana 

+44 1452 

560 

299 

CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS 

1

1

ADDITIONAL INFORMATION 

1

2

APPENDIX I 

Conditions to the Scheme 

1. 

The Scheme is conditional upon: 

2. 

13

 2.2  

 2.3  

 2.4  

the European Commission having either: 

 2.5  

(i) 

(ii) 

 2.6  

 (iii) 

(a) 

(b) 

2.7 

 2.8 

 2.9 

14

 2.10 

(i) 

(ii) 

2.11  

(i) 

 (ii) 

 (iii) 

 (iv) 

(v) 

 (vi) 

15

 (vii) 

 (viii) 

 2.12 

 (iii) 

 (iv) 

 (v) 

 (ii) 

 (i) 

16

(i) 

any Company Material Adverse Effect; 

 2.13 

 (ii) 

 (iii) 

(i) 

 2.14 

 (ii) 

 (iii) 

(v) 

 (iv) 

 (vi) 

 (vii) 

17

otherwise) other than in the ordinary course of business, which in the case 

of mining capital expenditures shall be consistent with the life of mine plans 

of the Company, copies of which have been provided to AngloGold prior to 

the date of the Transaction Agreement;  

(viii)    other than in respect of any member of the Company Group that is dormant 

and was solvent at the relevant time, taken any corporate action or had any 

legal proceedings instituted against it for its winding-up, dissolution or 

reorganisation or for the appointment of a receiver, administrative receiver, 

administrator, trustee or similar officer of all or any material part of its 

assets for revenues or any analogous proceedings in any jurisdiction or 

had any such person appointed; 

(ix)      other than pursuant to the Special Resolution, made any alteration to its 

Regulations, memorandum or articles of association (or equivalent 

constitutional documents in respect of overseas jurisdiction of 

incorporation) that is material to such member of the Company Group;  

(x)      entered into any contract, transaction or arrangement that would be 

restrictive on the business of any member of the Company Group, other 

than in the ordinary course of business and that would not have a 

Company Material Adverse Effect; 

(xi)      waived or compromised any claim or settled any litigation if such waiver, 

compromise or settlement would have a Company Material Adverse Effect; 

or 

(xii)     except as permitted by the other subparagraphs of this paragraph 2.14 or 

in the ordinary course of business, entered into any contract, commitment, 

arrangement or agreement or passed any resolution or made any offer 

(that remains open to acceptance) with respect to or announced any 

intention to, or to propose to, effect any of the transactions, matters or 

events referred to in this condition. 

2.15    the execution and delivery by the Government to AngloGold of the Government 

Support Deed. 

2.16    the receipt of all approvals, consents, derogations, waivers, confirmations and 

undertakings in the form requested prior to the date hereof by AngloGold and 

Ashanti from the Government Authorities in Ghana in connection with the 

Transaction. 

For purposes of the conditions in paragraphs 1 and 2, none of the conditions shall apply 

to anything done by or in relation to, or having an effect on the Geita mine and/or Cluff 

Resources Limited and/or any of its subsidiaries. 

For purposes of the conditions in paragraph 2, marked-to-market changes in the 

Company's hedge portfolio constituted at the date of the Transaction Agreement, 

altered in accordance with the relevant provision of the Transaction Agreement, that 

occurred due to changes in general economic and market conditions, will not be taken 

into account in determining whether such conditions have been satisfied. 

3. 

The Transaction will also be conditional upon, and accordingly, the necessary action to 

make the Scheme effective will not be taken unless the following conditions are 

satisfied or waived by the Company on the basis described in paragraph 4 below: 

3.1      the warranties of AngloGold contained in this Transaction Agreement being true 

and correct as of the Confirmation Date as though made on and as of the 

Confirmation Date; 

18

3.2      the performance or compliance by AngloGold in all material respects with 

covenants required by the Transaction Agreement to be performed or complied 

with by AngloGold prior to the Confirmation Date. 

4. 

This paragraph 4 describes the procedure for the waiver of any of the conditions to the 

Scheme described in paragraphs 1, 2 and 3 of this Appendix I; 

4.1      AngloGold and the Company acting together may waive all or any of the 

conditions contained in paragraphs 1.5 and 1.6 and may modify all or any of the 

conditions contained in paragraphs 1.1 to 1.4. 

4.2     AngloGold reserves the right to waive all or any of the conditions in paragraph 2. 

4.3      The Company reserves the right to waive all or any of the conditions in paragraph 

3. 

4.4      If any of the conditions set forth in paragraphs 1.1, 1.3, 2.1, 2.6, 2.7, 2.8 and 2.16 

of this Appendix I have not been satisfied or waived in accordance with this 

paragraph on or prior to the Advance Meeting, the Company will apply to the 

High Court for a postponement of the Court Hearing until such later date and time 

as AngloGold and the Company reasonably believe is necessary for all such 

remaining conditions to be satisfied or waived. 

4.5      The obligations of AngloGold and the Company to consummate the Scheme are 

subject to the satisfaction or waiver of all the conditions set forth in this Appendix 

I (other than the conditions set forth in paragraphs 1.2, 1.4 and 2.2) by no later 

than 10:00 a.m. (Accra time) on the Confirmation Date, it being understood and 

agreed that, if a condition has not been satisfied or waived (or deemed to have 

been waived under paragraph 4.6) by such date and time, nothing herein will 

oblige either party to waive such condition.  If any of the conditions set forth in 

this Appendix I (other than the conditions set forth in paragraphs 1.2, 1.4 and 2.2) 

have not been satisfied or waived (or deemed to have been waived under 

paragraph 4.6) by 10:00 a.m. (Accra time) on the Confirmation Date, the 

Company must apply to the High Court for a postponement of the Court Hearing 

until such later date and time as AngloGold and the Company reasonably believe 

that all such remaining conditions will be satisfied or waived. 

4.6      AngloGold agrees that by no later than 10:00 a.m. (Accra time) on the 

Confirmation Date, the conditions set forth in paragraphs 2.3, 2.4, 2.5, 2.9 to 2.15 

(inclusive) of this Appendix I shall be deemed to have been waived by AngloGold 

unless AngloGold shall have earlier terminated the Transaction Agreement in 

accordance with the relevant provision set out therein.  The Company agrees that 

by no later than 10:00 a.m. (Accra time) on the Confirmation Date, the conditions 

set forth in paragraphs 3.1 and 3.2 of this Appendix I shall be deemed to have 

been waived by the Company unless the Company shall have earlier terminated 

the Transaction Agreement in accordance with the relevant provision set out 

therein. 

4.7      AngloGold will be entitled to delay its waiver of the condition in paragraph 2.2 

until after the High Court has issued the Scheme Order and, for the avoidance of 

doubt, the confirmation of the Scheme by the High Court will not oblige 

AngloGold to waive the condition in paragraph 2.2, it being understood and 

agreed that the Company will not deliver the Scheme Order to the Registrar of 

Companies until AngloGold has confirmed its waiver of the condition set forth in 

paragraph 2.2 to the Company by written notice. 

After the High Court has confirmed the Scheme the only conditions required to be 

satisfied or, if permissible, waived before the Transaction can become effective will be 

the conditions in paragraphs 1.2(ii), 1.4 and 2.2. 

19

EXHIBIT 1 

1. 

Receipt of all authorisations, orders, grants, consents, clearances, certificates, licences,
permissions, waivers and approvals of Governmental Authorities (other than antitrust or
merger control authorities) and third parties required to be obtained in Guinea,
Tanzania and Zimbabwe to implement the Transaction (collectively, the "Mining
Approvals") that are identified and with respect to which applications are filed, or
requests made, by AngloGold within 30 days after the date of the Transaction
Agreement, it being understood by the parties that, if any Mining Approval is not
identified, and an application or request made, within such 30-day period, the receipt of
such Mining Approval shall be deemed to be waived by AngloGold. 

2. 

Receipt of all authorisations, orders, grants, consents, clearances, certificates, licences,
permissions, waivers and approvals of Governmental Authorities (other than antitrust or
merger control authorities and other than Mining Approvals) or third parties required to
be obtained to implement the Transaction (collectively, the "General Approvals") that
are identified and with respect to which applications are filed, or requests made, by
AngloGold within 30 days after the date of the Transaction Agreement, it being
understood by the parties that, if any General Approval is not identified, and an
application or request made, within such 30-day period, the receipt of such General
Approval shall be deemed to be waived by AngloGold for the purpose of these
conditions. 

3. 

Receipt of any required consents under AngloGold's US$600 million unsecured
syndicated loan facility dated 27 February 2002 and AngloGold's US$400 million
unsecured syndicated loan facility dated 3 May 2001 to implement the Transaction. 

4. 

Receipt of comfort acceptable to AngloGold (acting reasonably) that an event of default
will not occur under the Company's US$200 million revolving credit facility dated 28
June, 2002 upon the consummation of the Transaction. 

5. 

Waiver by the Majority Lenders (as defined under the terms of the Company's US$200
million revolving credit facility) of (i) the relevant provisions of the Company's US$200
million revolving credit facility to enable AngloGold to provide funding to the Company
after the Effective Time by way of subordinated shareholder loans (subordinate to the
rights of the syndicate banks under that facility) and (ii) the provisions requiring
completion of a rights offering. 

6. 

Receipt of any approval of the South African Reserve Bank required to implement the
Transaction and the funding requirements described in the relevant provision of the
Transaction Agreement. 

7. 

Subject to paragraph 2.2 of Appendix 1, any condition to the Scheme imposed by the
High Court.

2

0

APPENDIX II 

Definitions to Appendix I 

 "Advance Meeting" 

a meeting between the parties to the Transaction 

Agreement and their respective advisers held at the offices 

of Shearman & Sterling, 9 Appold Street, London, EC2A 

2AP, or such other place as the parties may agree, on the 

sixth business day immediately preceding the scheduled 

Court Hearing Date for the purpose of confirming the 

satisfaction or, if permissible, waiver on or prior to the 

Confirmation Date of each of the conditions set forth in 

Appendix I (other than the conditions set forth in paragraph 

1.2 (ii), 1.4 and 2.2 of Appendix I that shall be satisfied or, if 

permissible, waived at the Effective Time) 

"affiliate" 

with respect to any specified person, any other person that, 

directly or indirectly through one or more intermediaries, 

controls, is controlled by or is under common control with 

such specified person 

"AngloGold" 

AngloGold Limited, a publicly listed company incorporated 

under the laws of the Republic of South Africa 

"AngloGold ADSs" 

AngloGold American Depositary Shares, each of which 

represents one AngloGold Share 

"AngloGold Group" 

AngloGold and its subsidiary undertakings, associated 

undertakings and any other undertakings in which 

AngloGold and/or such undertakings (aggregating their 

interests) have a significant interest, and for these purposes 

"subsidiary undertaking", "associated undertaking" and 

"undertaking" have the meanings given by the Companies 

Act, other than paragraph 20(1)(b) of Schedule 4A to the 

Companies Act which shall be excluded for this purpose, 

and "significant interest" means a direct or indirect interest 

in ten per cent or more of the equity share capital (as 

defined in the Companies Act) 

"AngloGold Model" 

the financial model prepared by AngloGold for purposes of 

its valuation analysis of the Company, the Company 

Subsidiaries and Geita, taken as a whole, and delivered by 

AngloGold to the Company on the date of the Transaction 

Agreement, containing the data provided by the Company 

to AngloGold, as adjusted by AngloGold and assuming a 

real gold price of US$340 per ounce  and discount rates as 

set forth in the schedule below: 

Project 

Discount Rate 

(per cent.) 

Obuasi (cash flows from 2003 to 2009 inclusive)        5.75 

Obuasi (cash flows from 2010 to 2018 inclusive)        7.75 

Obuasi (cash flows from 2019 onwards)  

9.75 

Geita   

5.50 

Iduapriem/ 

Teberebie 

   5.75 

Bibiani 

     5.75 

Siguiri 

     5.75 

Freda 

Rebecca 

    5.75 

Other corporate cash flows 

5.75 

"AngloGold Shares" 

ordinary shares, par value ZAR0.25 per share, of AngloGold 

"Ashanti Option Plan"  

the AGC Senior Management Option Scheme, as amended 

from time to time 

2

1

"Ashanti Options" 

the employee stock options issued under the Ashanti Option 

Plan 

"Ashanti Shares" 

all the issued and outstanding ordinary shares, no par value 

per share, of the Company 

"Ashanti Warrant Deed Poll" 

the Deed Poll, dated 2 November 1999, between AWL and 

the Company, as amended from time to time 

"Ashanti Warrants"  

the warrants issued by AWL pursuant to the Ashanti 

Warrant Deed Poll 

"ASX" 

the Australian Stock Exchange Limited 

"AWL" 

Ashanti Warrants Limited, a wholly owned subsidiary of the 

Company incorporated under the laws of the Cayman 

Islands 

"Company" 

Ashanti Goldfields Company Limited, a publicly listed 

company incorporated under the laws of the Republic of 

Ghana 

"Companies Act" 

the United Kingdom Companies Act 1985 (as amended) 

"Companies Code" 

the Ghana Companies Code, 1963 (Act 179), as amended 

"Company Disclosure 

Schedule" 

the Company Disclosure Schedule attached to the 

Transaction Agreement, dated the date of the Transaction 

Agreement, delivered by the Company to AngloGold in 

connection with the Transaction Agreement 

"Company Group" 

the Company and its subsidiary undertakings, associated 

undertakings and any other undertaking in which the 

Company and/or such undertakings (aggregating their 

interests) have a significant interest, and for these purposes 

"subsidiary undertaking", "associated undertaking" and 

"undertaking" have the meanings given by the Companies 

Act, other than paragraph 20(1)(b) of Schedule 4A to the 

Companies Act which shall be excluded for this purpose, 

and "significant interest" means a direct or indirect interest 

in ten per cent or more of the equity share capital (as 

defined in the Companies Act) 

2

2

"Company Material Adverse 

Effect" 

any event, circumstance, change or effect (not already 

reflected in the AngloGold Model) that, individually or 

together with any other event, circumstance, change or 

effect, is or would reasonably likely be materially adverse to 

the business, financial condition, results of operations, 

assets or liabilities of the Company, the Company 

Subsidiaries and Geita, taken as a whole, that results (after 

offsetting any positive event, circumstance, change or effect 

not already reflected in the AngloGold Model) in a decrease 

in the Net Present Value of US$75,000,000 or more; 

provided, however, that, in determining whether or not a 

Company Material Adverse Effect has occurred, changes in 

general world economic conditions, the price of gold, gold 

lease rates, US interest rates and currency exchange rates 

shall not be taken into account.  For purposes of 

determining whether a Company Material Adverse Effect 

has occurred, the decrease in the Net Present Value shall 

be calculated as the difference between:  (i) the Net Present 

Value determined by using the AngloGold Model without 

making any changes in the data or assumptions contained 

therein, and (ii) the Net Present Value determined by using 

the AngloGold Model with no changes in the assumptions 

contained therein and with such adjustments to the cash 

flow and other data contained therein as may be necessary 

to reflect (a) the adverse events, circumstances, changes or 

effects that gave rise to the asserted Company Material 

Adverse Effect (not already reflected in the AngloGold 

Model) and (b) the positive events, circumstances, changes 

or effects (not already reflected in the AngloGold Model) 

that shall have occurred after the date of the Transaction 

Agreement identified by the Company and taken into  

account by AngloGold, acting reasonably, as contemplated 

by the relevant provisions of the Transaction Agreement 

"Company Subsidiary" 

a subsidiary of the Company  

"Confirmation Date" 

the date on which the Scheme Order is issued by the High 

Court 

"Court Hearing" 

the hearing by the High Court of the application to confirm 

the Scheme at which any member of the Company claiming 

to be affected by the Scheme shall be entitled to be 

represented and to object  

"Court Hearing Date" 

the first day on which the Court Hearing is held or, if the 

Court Hearing is adjourned for any reason, the date on 

which the adjourned Court Hearing is held 

"Effective Time" 

the date and time of the delivery by the Company of the 

Scheme Order to the Registrar of Companies for 

registration and publication in the Gazette  

"Exchange Act" 

the U.S. Securities Exchange Act of 1934, as amended, and 

the rules and regulations promulgated thereunder 

"Extraordinary General 

Meeting" 

the extraordinary general meeting of the members of the 

Company to consider the Special Resolution 

"Gazette" 

the Government Gazette of the Republic of Ghana 

"Geita" 

the Company's interest in Geita Gold Mining Limited 

23

"Government" 

the Government of the Republic of Ghana 

"Government Support Deed" 

the proposed shareholder support deed agreement between 

AngloGold and the Government, in form and substance 

satisfactory to AngloGold and the Government, pursuant to 

which the Government will agree, among other things, to 

vote in favour of the Scheme in its capacity as a 

shareholder of Ashanti 

"Governmental Authority" 

any national, supranational, state, provincial, local or similar 

government, governmental, regulatory or administrative 

authority, self-regulating authority, agency, instrumentality 

or commission or any court, tribunal or judicial or arbitral 

body 

"GSE" 

the Ghana Stock Exchange 

"High Court" 

the High Court of Ghana 

"JSE" 

the JSE Securities Exchange South Africa 

"LSE" 

the London Stock Exchange plc 

"Net Present Value" 

the value of the Company, the Company Subsidiaries and 

Geita, taken as a whole, determined by using the AngloGold 

Model 

"No-Action Letter" 

a "no-action" letter from the Staff of the SEC stating that, by 

reason of the exemption afforded by Section 3(a)(10) of the 

Securities Act, the Staff shall not recommend enforcement 

action to the SEC with respect to the issuance of AngloGold 

Shares without registration in the Scheme 

"NYSE" 

the New York Stock Exchange, Inc. 

"person" 

an individual, corporation, company, partnership, limited 

partnership, joint venture, limited liability company, 

syndicate, trust, association or other entity or group that 

would be deemed to be a person under Section 13(d)(3) of 

the Exchange Act 

"Record Time" 

4:30 p.m., London time, on the business day immediately 

preceding the Effective Time 

"Registrar of Companies" 

the Registrar of Companies in Ghana appointed in 

accordance with Section 328 of the Companies Code 

"Registration Statement" 

a registration statement on Form F-4 (together with any 

amendments or supplements thereto) to register the 

AngloGold Shares to be issued pursuant to the Scheme 

"Scheme" 

a scheme of arrangement between the Company and its 

members under Section 231 of the Companies Code 

"Scheme Meeting" 

any meeting of members of the Company convened by 

order of the High Court pursuant to Section 231(1) of the 

Companies Code 

"Scheme Order" 

the order of the High Court confirming the Scheme pursuant 

to Section 231(4) of the Companies Code 

"SEC" 

the U.S. Securities and Exchange Commission 

24

"Securities Act" 

the U.S. Securities Act of 1933, as amended (together with 

the rules and regulations promulgated thereunder) 

"Share Exchange Ratio" 

an exchange ratio of 0.26 AngloGold Shares for every 

Ashanti Share held or an equivalent number of AngloGold 

ADSs 

"Special Resolution" 

a special resolution of the members of the Company under 

Section 22 of the Companies Code to approve the 

amendment of the Regulations of the Company, effective as 

of the Effective Time, to provide, among other things, that (i) 

any Ashanti Shares issued after the Record Time shall, 

provided the Scheme has become effective, be immediately 

transferred to AngloGold in consideration of and conditional 

upon the issue of such whole number of AngloGold Shares 

(rounded down to the nearest whole share) equal to the 

number of Ashanti Shares being transferred multiplied by 

the Share Exchange Ratio, and (ii) the Company shall be 

converted from a public company to a private company 

under the Companies Code 

"subsidiary" or "subsidiaries" 

with respect to any person, any affiliate controlled by such 

person, directly or indirectly, through one or more 

intermediaries 

"Tameng"  

the Company's equity interest in Tameng Mining and 

Exploration (Proprietary) Limited, Registration No. 

2001/001602/07 

"Transaction" 

the business combination of AngloGold with Ashanti 

"Transaction Agreement" 

the transaction agreement entered into between AngloGold 

and the Company 

"UKLA" 

the U.K. Listing Authority 

"UKLA Listing Rules" 

the Listing Rules of the UKLA 

25

ANGLOGOLD LIMITED
(Registration number 1944/017354/06)
(Incorporated in the Republic of South
Africa)
ISIN : ZAE000043485
JSE Share Code : ANG
("AngloGold") 

ASHANTI GOLDFIELDS COMPANY LIMITED
(Registration number 7094, ARBN 074370862)
(Incorporated in Ghana)
ISIN : GH0000000029
GSE Share Code : AGC
("Ashanti") 

This announcement does not constitute an offer to sell or the solicitation of an offer to
buy nor shall there be any sale or distribution of securities in any jurisdiction in which
such offer, sale or distribution is not permitted 

SUMMARY 


5 August 2003
 

PROPOSED MERGER OF ANGLOGOLD LIMITED AND ASHANTI GOLDFIELDS 

COMPANY LIMITED  

Strategic combination will create growth focused, leading global gold producer 

with largest reserves in the gold industry 

Further to the announcements made by AngloGold and Ashanti on 16 May 2003 and 13 June 

2003, the boards of directors of AngloGold and Ashanti are pleased to announce today that 

they have agreed the terms of a recommended merger of the two companies (the "Merger").  

AngloGold and Ashanti have therefore entered into a transaction agreement ("Transaction 

Agreement") to implement the Merger.  Lonmin Plc, which owns 27.6% of Ashanti's issued 

ordinary share capital, has agreed to support the Merger.  The combined group will be known 

as AngloGold Ashanti Limited and will trade as Ashanti AngloGold in Ghana. 

Commenting on the Merger today, Bobby Godsell, Chief Executive Officer of AngloGold, said: 

"This combination will create a growth focused, leading global gold producer, with the largest 

reserve base in the industry.  Ashanti brings to AngloGold a portfolio of complementary top-

tier, low-cost and long-life gold mines, as well as attractive exploration opportunities in one of 

the key gold producing regions of the world.  We can work effectively together, using 

AngloGold's existing financial and technical resources, to maximise the upside potential of 

this combination, particularly in relation to the deep level underground development of the 

Obuasi mine.  We are pleased that the Government of Ghana has appointed a consortium of 

advisers, led by Socit Gnrale, to assist the Government in its consideration of the 

proposed Merger and would hope to have clarity on the views of the Government by mid-

September." 

Sam Jonah, Chief Executive of Ashanti, said: 

"AngloGold and Ashanti are synonymous with excellence in gold mining.  The combined 

strength of the new group will unleash a new African giant on the gold mining industry.  The 

immense technical and financial strengths of the new group will enable the realisation of the 

full potential of the Obuasi mine in the shortest possible time frame." 

Rationale for the Merger 

The combined group will have the following attributes: 

  •   Growth/Upside potential - an enhanced production profile is expected from existing 

brownfields opportunities and a strong exploration and land holding portfolio 

- 

AngloGold's proven ability in the development of deep level projects will 

maximise the opportunity for the development of deep level underground mining 

at Obuasi ("Obuasi Deeps"), where a scoping study has been undertaken to 

review the mine's potential down to 100 Level as well as alternative production 

rates, infrastructure options and operating and capital cost projections 

- 

A dedicated project team will undertake a feasibility study regarding Obuasi 

Deeps with anticipated exploration expenditure of US$44 million over the next 

five years. Including this amount, the total capital expenditure for Obuasi Deeps 

is estimated to be US$570 million in real terms over the expected life of mine 

- 

The combined group also intends to invest an additional US$110 million in real 

terms over the next five years on underground equipment, infrastructure, 

environmental and planning systems for the existing Obuasi mine.  This amount 

is in addition to capital expenditure already planned by Ashanti.  AngloGold 

management anticipates that these initiatives will improve underground working 

conditions and mine planning, thereby increasing efficiencies with the objective of 

reducing anticipated cash operating costs at Obuasi by US$20 per ounce in real 

terms over the next five years 

-  The combined group intends to accelerate exploration programmes, particularly 

at Obuasi 

-  The combined group will have extensive land positions in some of the most 

prospective regions in the world 

  •   Synergies - the combination will generate tangible synergy benefits with 

approximately US$15 million per annum, before transaction expenses, expected from 

the first full year after completion of the Merger  

- 

Reduced financing costs 

- 

Reduced administrative and procurement costs 

- 

Consolidation of Geita ownership 

- 

Breadth of technical capabilities to ensure the optimal development of organic 

growth opportunities 

  •   Scale - the combined group will have the production base, ore reserves and financial 

resources to generate future value 

-  #1 in reserves - 93.2 million ounces of attributable proven and probable 

reserves as at the end of 2002 (adjusted for the sale of Amapari and Jerritt 

Canyon), a 31% increase in AngloGold's current reserve base 

-  Production - re-enforces AngloGold's position as one of the world's largest gold 

producers with 2002 pro forma attributable gold production of 7.3 million ounces 

(adjusted for the sale of Jerritt Canyon), a 27% increase on AngloGold's 

attributable production level 

-  US$1.0 billion EBITDA (earnings before interest, tax, depreciation, amortisation 

and before unrealised non-hedge derivatives) on a 2002 pro forma basis 

(International Financial Reporting Standards) 

27

  •   Operating strength - the combined group will have a portfolio of long-life, low-cost 

assets and different ore body types in the key gold producing regions 

-  Cash operating costs - pro forma cash operating costs (including royalties) of 

US$220 per ounce based on unaudited results for the six months to 30 June 

2003 

-  Long-life assets - six operations in five countries with combined reserves of 

45.1 million ounces have current life of mine plans of 15 years or longer 

-  Diversification - well diversified asset portfolio comprising a balance of open-pit 

and underground production from a total of 24 operations distributed across 11 

countries in the principal gold producing regions of the world 

 •    Investment appeal - the combined group will have the growth potential, size, 

liquidity and dividend yield to enhance appeal to the investment community 

-  Increased size - pro forma market capitalisation of approximately US$8.3 billion 

(based on AngloGold's closing price on 1 August 2003, the last practicable 

trading day prior to this announcement, and the issued ordinary share capital of 

each company), meriting greater attention from major global generalist and 

specialist investment institutions 

- 

Share trading liquidity - increased liquidity, particularly in North America, which 

represents some two thirds of AngloGold and Ashanti's combined share turnover  

The Merger is expected to be accretive to headline earnings per share before unrealised non-

hedge derivatives for holders of AngloGold ordinary shares ("AngloGold Shares") and 

AngloGold American Depositary Shares ("AngloGold ADSs") (together, the "AngloGold 

Shareholders") from completion of the Merger.  It is also expected to be accretive to cash flow 

per share from three years after completion of the Merger following the expenditure of a 

significant proportion of the proposed additional capital investment, at the existing Obuasi 

mine in particular, as well as the redemption on completion of the US$75 million Mandatorily 

Exchangeable Notes held by Lonmin Plc and the payment of transaction expenses in the first 

year following completion of the Merger. 

Terms of the Merger 

The Merger will be effected by means of a scheme of arrangement (the "Scheme") between 

Ashanti and its shareholders under the Ghana Companies Code and take account of the 

required disclosure provisions of the Ghana Stock Exchange.  Under the terms of the Merger: 

  •    Each holder of an Ashanti ordinary share ("Ashanti Share") and each holder of an 

Ashanti Global Depositary Security ("Ashanti GDS") (together the "Ashanti 

Shareholders") will be entitled to elect to receive either: 

-  0.26 AngloGold Shares; or 

-  0.26 AngloGold ADSs 

for each Ashanti Share or Ashanti GDS ("Exchange Ratio") 

Ashanti Shareholders resident in Ghana will have the option of receiving AngloGold 

Ghanaian Depositary Shares ("AngloGold GhDSs"), 100 of which will represent one 

AngloGold Share 

  •    Based on the closing market price of AngloGold ADSs on the New York Stock 

Exchange on 1 August 2003, the last practicable trading day prior to this 

announcement, of US$32.15, the Merger values each Ashanti Share (and each 

Ashanti GDS) at US$8.36 and amounts to aggregate consideration for Ashanti's 

issued ordinary shares of US$1,089 million 

28

  •    This represents a premium of approximately 4% to the closing market price of Ashanti 

GDSs on the New York Stock Exchange on 1 August 2003, the last practicable 

trading day prior to this announcement, of US$8.00 and, on the basis of closing 

prices for AngloGold ADSs and Ashanti GDSs on the New York Stock Exchange on 

15 May 2003, the day prior to the announcements of discussions, of US$30.63 and 

US$7.10 respectively, a premium of 12%.  Based on the average closing prices of 

Ashanti GDSs and AngloGold ADSs on the New York Stock Exchange over the 30 

trading days up to and including 15 May 2003 these terms represent a premium of 

34% 

  •    On completion of the Merger and based on the issued ordinary share capital of each 

company, existing AngloGold Shareholders will own approximately 87% and existing 

Ashanti Shareholders will own approximately 13% of the combined group 

  •    Following completion of the Merger, Russell Edey, currently Chairman of AngloGold 

will be Chairman of the combined group.  Sam Jonah, in addition to joining the Board, 

will play a leading role in the executive management of the enlarged company in the 

position of President. His 34 years in the gold mining industry in both an operating 

and a leadership capacity, position him well to help guide the further development of 

the new company and the industry particularly in Africa. In this new position, Mr. 

Jonah will share responsibility with the CEO Bobby Godsell for strategy formulation, 

the identification and development of new business opportunities and managing the 

company's relationships with governments, shareholders and other stakeholders. In 

the enlarged company, Sam will join a five person Executive

Committee, chaired by 

Bobby Godsell.  In addition, two other Ghanaian directors, to be nominated by 

Ashanti, will become non-executive directors of the combined group 

  •    AngloGold has received an undertaking from Ashanti's largest shareholder, Lonmin 

Plc, holder of 27.6% of Ashanti's issued ordinary share capital, to vote in favour of 

and support the Merger 

  •    Ashanti's head office in Accra, Ghana, will enjoy an expanded role within the 

combined group's operations 

  •    The board of AngloGold has agreed to recommend a change of name of the 

combined group to AngloGold Ashanti Limited and AngloGold has agreed to convene 

an extraordinary general meeting to present a special resolution to this effect.  Anglo 

American plc, which currently owns 51.4% of AngloGold, has confirmed that it will 

vote in favour of such resolution 

  •    Following completion of the Merger, the combined group will be listed on the JSE 

Securities Exchange South Africa, the New York Stock Exchange, the London Stock 

Exchange, the Australian Stock Exchange and Euronext Paris and quoted on 

Euronext Brussels.  Application will be made to list shares and Ghanaian depositary 

shares of the combined group on the Ghana Stock Exchange where the combined 

group will trade as Ashanti AngloGold 

  •    CIBC World Markets plc, Ashanti's financial adviser, has delivered to the board of 

directors of Ashanti its written opinion that the Exchange Ratio is fair to the Ashanti 

Shareholders from a financial point of view 

  •    The board of directors of Ashanti has approved the Merger and will recommend that 

all holders of Ashanti Shares and Ashanti GDSs vote in favour of the resolutions to be 

proposed to implement the Merger 

  •    The Government of Ghana, holder of 16.9% of Ashanti's issued ordinary share 

capital, is currently considering the terms of the transaction and has appointed a 

consortium of advisers, led by Socit Gnrale, in order to assist it in this process.  

The Merger is conditional on receiving undertakings by the Government of Ghana to 

vote in favour of and support the Merger and is also subject to receiving certain 

regulatory and other approvals and undertakings, that have been requested by 

AngloGold and Ashanti from the Government of Ghana.  The Transaction Agreement 

will terminate if these conditions are not satisfied (or waived by AngloGold) on, or 

29

before, 30 September 2003 or such later date as may be agreed by Ashanti and 

AngloGold.  In addition, completion of the Merger is conditional on, amongst other 

things, the approval of the Merger by Ashanti Shareholders, receipt of other 

regulatory approvals (in addition to the approvals from the Government of Ghana 

referred to above), third party consents and the confirmation of the Scheme by the 

High Court of Ghana 

  •    AngloGold and Ashanti hope to receive the views of the Government of Ghana in 

relation to the Merger by mid-September.  Further announcements, which will include 

details regarding the timetable for the implementation of the Merger, will be made in 

due course 

Shareholders are reminded that there can be no assurance that the Merger will be 

implemented.  Consequently, holders of AngloGold and Ashanti securities are advised to 

continue to exercise caution when dealing in relevant securities until a further announcement 

is made. 

This summary should be read in the context of the full announcement. 

AngloGold's JSE Sponsor : UBS 

30

For further information contact: 

AngloGold 

    Ashanti 

Steve Lenahan   

+2783 308 2200 

Kweku Awotwi   

+233 21 77 2331  

Peta Baldwin   

+27 11 637 6647 

Corinne Gaisie   

+44 20 7256 9938 

Charles Carter   

+1 212 750 7999 

Tomasz Nadrowski  

+44 7958 749555 

+1 917 912 4641  

Andrea Maxey   

+61 8 9425 4604 

UBS Investment Bank  

CIBC World 

Markets 

James Hartop   

+44 20 7567 8000 

Andy Quinn 

+44 20 7234 6000 

First Africa 

Kofi Adjepong-Boateng  +27 11 327 3666 

Citigate Sard Verbinnen 

Golin/Harris International 

(US 

Media) 

(US investors 

and Media) 

Paul Verbinnen  

+1 212 687 8080 

Kevin Kirkeby   

+1 212 697 9191 

Citigate Dewe Rogerson 

Grandfield 

(UK 

Media) 

    (UK 

investors 

and 

Media) 

Patrick Donovan 

+44 20 7638 9571 

Matthew Jervois 

+44 20 7417 4170 

Channel Two 

(Ghanaian Media) 

David Ampofo   

+233 21 666 643 

CONFERENCE CALL DETAILS 

 An analysts' conference call will take place on 5 August 2003 at 13:00 Accra time, 15:00 

Johannesburg time, 14:00 London time, 09:00 New York time.  The conference ID number is 

2138069. 

The dial in numbers, by country, are: 

North America   

+1 800 267 9155 

or 

+1 706 634 0083, 

United Kingdom   

+44 800 953 0406, 

United Kingdom and Europe 

+44 1452 560 299, 

Australia 

+61 800 766 788 

or 

+61 28 228 7000, 

South Africa 

+27 800 99 4050, and 

Ghana 

+44 1452 

560 

299 

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS 

Certain statements in this announcement are forward-looking within the meaning of Section 

27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange 

Act of 1934, as amended, including without limitation, those statements concerning (i) timing, 

fulfillment of conditions, tax treatment and completion of the Merger, (ii) the value of the 

transaction consideration, (iii) expectations regarding production and cost savings at the 

combined group's operations and its operating and financial performance and (iv) synergies 

and other benefits anticipated from the Merger.  Although AngloGold and Ashanti believe that 

the expectations reflected in such forward-looking statements are reasonable, no assurance 

can be given that such expectations will prove to have been correct.  

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 

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. 

CIBC World Markets plc is acting for Ashanti and no one else in connection with the Merger 

and will not be responsible to anyone other than Ashanti for providing the protections afforded 

to clients of CIBC World Markets plc or for providing advice in relation to the Merger. 

Chester Crocker, Lynda Chalker and Edward Haslam, being Directors of Ashanti, have not 

taken part in the deliberations of the board of directors of Ashanti relating to the 

recommendation of the Merger.  Chester Crocker and Lynda Chalker did not participate 

because they or companies in which they have an interest have entered into commercial 

contracts with AngloGold, its subsidiaries or its major shareholder, Anglo American plc.  

Edward Haslam did not participate because he is an executive director of Ashanti's largest 

shareholder, Lonmin Plc which has given an undertaking to AngloGold to support the Merger. 

The statement that the Merger is expected to be accretive to headline earnings per share 

before unrealised non-hedge derivative adjustments and, in due course, cash flow per share 

for AngloGold Shareholders should not be interpreted to mean that headline earnings per 

share before unrealised non-hedge derivative adjustments or cash flow per share in the 

financial year in which the Merger becomes effective or in any subsequent period, will 

necessarily be greater than those for any relevant preceding financial period.  

32

SIGNATURES 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has 

duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. 

AngloGold Limited


 

Date:  5 AUGUST 2003 

 By:    /s/ C R BULL

Name:  C R Bull
Title:     Company Secretary