SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
Report on Form 6-K dated June 29, 2009
Commission File Number 1-14846
AngloGold Ashanti Limited
(Translation of registrant’s name into English)
76 Jeppe Street
Newtown, 2001
(P.O. Box 62117, Marshalltown, 2107)
South Africa
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F
or Form 40-F.
Form 20-F X
Form 40-F
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T
Rule 101(b)(1):
Yes
No X
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T
Rule 101(b)(7):
Rule 101(b)(7):
Yes
No X
Indicate by check mark whether the registrant by furnishing the information contained in this Form is
also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the
Securities Exchange Act of 1934.
also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the
Securities Exchange Act of 1934.
Yes
No X
Enclosure: Press release ASHANTI DISTRIBUTES CIRCULAR TO SHAREHOLDER
CONVENING A GENERAL MEETING TO BE HELD ON JULY 30, 2009
Date of issue: 29 June 2009
THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
The definitions commencing on page 6 of this circular have been used on this front cover.
If you are in any doubt as to the action that you should take, please consult your stockbroker, CSDP, banker, legal adviser, accountant or other
professional adviser immediately. If you have disposed of all your shares in AngloGold Ashanti, please forward this circular, together with the
attached form of proxy, to the stockbroker, CSDP, banker or agent through whom you disposed of such shares.
professional adviser immediately. If you have disposed of all your shares in AngloGold Ashanti, please forward this circular, together with the
attached form of proxy, to the stockbroker, CSDP, banker or agent through whom you disposed of such shares.
RECOMMENDED ACTION
1.
Certificated shareholders or dematerialised “own name” shareholders (those shareholders whose shareholding is recorded in their own
name in the sub-register maintained by their CSDP or broker) who are unable to attend the general meeting to be held at 10:00 (South
African time) on Thursday, 30 July 2009, at The Auditorium, 76 Jeppe Street, Newtown, Johannesburg, South Africa, the Corporate Office
of AngloGold Ashanti, and wish to be represented thereat, must complete and return the attached form of proxy in accordance with the
instructions contained therein, so as to reach the share registrars, Computershare Investor Services (Pty) Limited, Ground Floor,
70 Marshall Street, Johannesburg 2001 (PO Box 61051, Marshalltown 2107) South Africa or Computershare Investor Services PLC,
PO Box 82, The Pavilions, Bridgwater Road, Bristol BS99 7NH, England, or Computershare Investor Services Pty Limited, Level 2,
45 St George’s Terrace, Perth, WA 6000 (GPO Box D182 Perth, WA 6840), Australia, or NTHC Limited, Martco House, Off Kwame
Nkrumah Avenue, PO Box K1A 9563 Airport, Accra, Ghana, by no later than 10:00 (South African time) on Tuesday, 28 July 2009.
name in the sub-register maintained by their CSDP or broker) who are unable to attend the general meeting to be held at 10:00 (South
African time) on Thursday, 30 July 2009, at The Auditorium, 76 Jeppe Street, Newtown, Johannesburg, South Africa, the Corporate Office
of AngloGold Ashanti, and wish to be represented thereat, must complete and return the attached form of proxy in accordance with the
instructions contained therein, so as to reach the share registrars, Computershare Investor Services (Pty) Limited, Ground Floor,
70 Marshall Street, Johannesburg 2001 (PO Box 61051, Marshalltown 2107) South Africa or Computershare Investor Services PLC,
PO Box 82, The Pavilions, Bridgwater Road, Bristol BS99 7NH, England, or Computershare Investor Services Pty Limited, Level 2,
45 St George’s Terrace, Perth, WA 6000 (GPO Box D182 Perth, WA 6840), Australia, or NTHC Limited, Martco House, Off Kwame
Nkrumah Avenue, PO Box K1A 9563 Airport, Accra, Ghana, by no later than 10:00 (South African time) on Tuesday, 28 July 2009.
2.
Dematerialised shareholders (other than dematerialised “own name” shareholders) must provide their CSDP or broker with their voting
instructions or request their CSDP or broker to provide them with the necessary Letter of Representation to attend the general meeting
in person in terms of the custody agreement entered into between the dematerialised shareholder and the CSDP or broker.
instructions or request their CSDP or broker to provide them with the necessary Letter of Representation to attend the general meeting
in person in terms of the custody agreement entered into between the dematerialised shareholder and the CSDP or broker.
All of the convertible bonds were issued and sold to investors on 22 May 2009. This circular is being distributed to shareholders
solely for the purposes described under the caption “Purpose of this circular” on page 8 and does not
constitute an offer to sell or the solicitation of an offer to buy the convertible bonds in any jurisdiction. The convertible bonds
have not been registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”) and may not be offered or
sold in the United States or to U.S. persons (other than distributors) unless the convertible bonds are registered under the
Securities Act, or an exemption from the registration requirements of the Securities Act is available.
constitute an offer to sell or the solicitation of an offer to buy the convertible bonds in any jurisdiction. The convertible bonds
have not been registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”) and may not be offered or
sold in the United States or to U.S. persons (other than distributors) unless the convertible bonds are registered under the
Securities Act, or an exemption from the registration requirements of the Securities Act is available.
ANGLOGOLD ASHANTI LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1944/017354/06)
ISIN: ZAE000043485
JSE share code: ANG
CIRCULAR TO SHAREHOLDERS
regarding
–
the granting to and approval of a specific authority for AngloGold Ashanti directors to allot and issue up
to a maximum of 15,384,615 ordinary shares of R0.25 each in the share capital of AngloGold Ashanti
underlying the AngloGold Ashanti ADSs issuable upon the conversion of the US$732,500,000
3.50 percent Convertible Bonds due 22 May, 2014 issued by AngloGold Ashanti Holdings Finance plc,
a wholly-owned subsidiary of AngloGold Ashanti.
underlying the AngloGold Ashanti ADSs issuable upon the conversion of the US$732,500,000
3.50 percent Convertible Bonds due 22 May, 2014 issued by AngloGold Ashanti Holdings Finance plc,
a wholly-owned subsidiary of AngloGold Ashanti.
and incorporating
–
a notice of general meeting of shareholders; and
–
a form of proxy (for use by certificated shareholders and dematerialised shareholders with “own name”
registration); or
–
a CDI voting instruction form (for use by Australian holders of Chess Depositary Interests); or
–
a GhDS voting instruction form (for use by holders of Ghanaian Depositary Shares).
JSE Sponsor
South African Legal Advisers
Reporting Accountants
and Auditors
UBS
CONTENTS
Page
Salient dates and times
1
Certain forward-looking statements
2
Corporate information
3
Letter from the chairman
5
Definitions
6
Circular to shareholders
1. Purpose of this circular
8
2. Use of proceeds and rationale for the issue of the convertible bonds
8
3. Salient features of the convertible bonds
9
4. Description of business
10
5. Share capital
11
6. Unaudited pro forma financial information relating to AngloGold Ashanti
11
7. Directors
15
8. Litigation statement
16
9. Directors’ responsibility
16
10. General meeting
17
11. Consents
17
12. Documents available for inspection
17
Annexure A
Report of the independent reporting accountants on the unaudited
pro forma financial information of AngloGold Ashanti
pro forma financial information of AngloGold Ashanti
19
Annexure B
Share price history
21
Notice of general meeting
23
Form of proxy (for use by certificated shareholders and dematerialised shareholders
with “own name” registration); or
with “own name” registration); or
Attached
CDI voting instruction form (for use by Australian holders of Chess Depositary Interests); or
Attached
GhDS voting instruction form (for use by holders of Ghanaian Depositary Shares)
Attached
1
SALIENT DATES AND TIMES
Last day for lodging forms of proxy for the general meeting
(by 10:00 South African time) on
(by 10:00 South African time) on
Tuesday, 28 July 2009
General meeting to be held at 10:00 South African time
at The Auditorium, 76 Jeppe Street, Newtown, Johannesburg, South Africa, on
at The Auditorium, 76 Jeppe Street, Newtown, Johannesburg, South Africa, on
Thursday, 30 July 2009
Results of the general meeting
– released on SENS and other stock exchanges’ news services on
Thursday, 30 July 2009
– published in the South African press on
Friday, 31 July 2009
Shareholders are reminded that shares in companies listed on the JSE can no longer be bought or sold on
that exchange unless they have been dematerialised onto the Strate system. It is therefore suggested that
certificated shareholders on AngloGold Ashanti’s South African share register should consider
dematerialising their shares and replacing them with electronic records of ownership. In this regard
shareholders may contact either their own broker or a preferred CSDP, details of which are available from
Strate at queries@strate.co.za or telephone +27 11 759 5300 or fax +27 11 759 5505.
that exchange unless they have been dematerialised onto the Strate system. It is therefore suggested that
certificated shareholders on AngloGold Ashanti’s South African share register should consider
dematerialising their shares and replacing them with electronic records of ownership. In this regard
shareholders may contact either their own broker or a preferred CSDP, details of which are available from
Strate at queries@strate.co.za or telephone +27 11 759 5300 or fax +27 11 759 5505.
The dates and times in this circular are subject to change and any changes will be announced in the South
African press and through SENS and other stock exchanges’ news services. All times in this circular are
South African local times unless otherwise stated.
African press and through SENS and other stock exchanges’ news services. All times in this circular are
South African local times unless otherwise stated.
2
CERTAIN FORWARD-LOOKING STATEMENTS
Certain statements made in this communication, including, without limitation, those concerning AngloGold
Ashanti’s strategy to reduce its gold hedging position including the extent and effects of the reduction, 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 of certain of
AngloGold Ashanti’s exploration and production projects and completion of acquisitions and dispositions,
AngloGold Ashanti’s liquidity and capital resources, and expenditure and the outcome and consequences
of any pending litigation proceedings, contain certain forward-looking statements regarding AngloGold
Ashanti’s operations, economic performance and financial condition. Although AngloGold Ashanti believes
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. Accordingly, results could differ materially from
those set out in the forward-looking statements as a result of, among other factors, changes in economic and
market conditions, success of business and operating initiatives, changes in the regulatory environment and
other government actions, fluctuations in gold prices and exchange rates, and business and operational risk
management. For a discussion of such factors, refer to AngloGold Ashanti’s annual report for the year ended
31 December 2008, which was distributed to shareholders on 27 March 2009 and the Company’s annual
report on Form 20-F, filed with the Securities and Exchange Commission in the United States on 5 May 2009
and amended on 6 May 2009. AngloGold Ashanti undertakes no obligation to update publicly or release any
revisions to these forward-looking statements to reflect events or circumstances after today’s date or to
reflect the occurrence of unanticipated events. All subsequent written or oral forward-looking statements
attributable to AngloGold Ashanti or any person acting on its behalf are qualified by the cautionary
statements herein. AngloGold Ashanti posts information that is important to investors on the main page of its
website at www.anglogoldashanti.com and under the “Investors” tab on the main page. This information is
updated regularly. Investors should visit this website to obtain important information about
AngloGold Ashanti.
Ashanti’s strategy to reduce its gold hedging position including the extent and effects of the reduction, 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 of certain of
AngloGold Ashanti’s exploration and production projects and completion of acquisitions and dispositions,
AngloGold Ashanti’s liquidity and capital resources, and expenditure and the outcome and consequences
of any pending litigation proceedings, contain certain forward-looking statements regarding AngloGold
Ashanti’s operations, economic performance and financial condition. Although AngloGold Ashanti believes
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. Accordingly, results could differ materially from
those set out in the forward-looking statements as a result of, among other factors, changes in economic and
market conditions, success of business and operating initiatives, changes in the regulatory environment and
other government actions, fluctuations in gold prices and exchange rates, and business and operational risk
management. For a discussion of such factors, refer to AngloGold Ashanti’s annual report for the year ended
31 December 2008, which was distributed to shareholders on 27 March 2009 and the Company’s annual
report on Form 20-F, filed with the Securities and Exchange Commission in the United States on 5 May 2009
and amended on 6 May 2009. AngloGold Ashanti undertakes no obligation to update publicly or release any
revisions to these forward-looking statements to reflect events or circumstances after today’s date or to
reflect the occurrence of unanticipated events. All subsequent written or oral forward-looking statements
attributable to AngloGold Ashanti or any person acting on its behalf are qualified by the cautionary
statements herein. AngloGold Ashanti posts information that is important to investors on the main page of its
website at www.anglogoldashanti.com and under the “Investors” tab on the main page. This information is
updated regularly. Investors should visit this website to obtain important information about
AngloGold Ashanti.
3
CORPORATE INFORMATION
Registration No. 1944/017354/06
Incorporated in the Republic of South Africa
Incorporated in the Republic of South Africa
SHARE CODES
ISIN:
ZAE000043485
JSE:
ANG
LSE:
AGD
NYSE:
AU
ASX:
AGG
GhSE (Shares):
AGA
GhSE (GhDS):
AAD
Euronext Paris:
VA
Euronext Brussels:
ANG
JSE Sponsor:
UBS
REPORTING ACCOUNTANTS AND AUDITORS
Ernst & Young Inc
Wanderers Office Park
52 Corlett Drive
Illovo, Johannesburg, 2196
(Private Bag X14, Northlands, 2116)
South Africa
Telephone: +27 11 772 3000
Fax: +27 11 772 4000
Wanderers Office Park
52 Corlett Drive
Illovo, Johannesburg, 2196
(Private Bag X14, Northlands, 2116)
South Africa
Telephone: +27 11 772 3000
Fax: +27 11 772 4000
Offices:
Registered and Corporate
76 Jeppe Street
Newtown 2001
(PO Box 62117, Marshalltown 2107)
South Africa
Telephone: +27 11 637 6000
Fax: +27 11 637 6624
Newtown 2001
(PO Box 62117, Marshalltown 2107)
South Africa
Telephone: +27 11 637 6000
Fax: +27 11 637 6624
Australia
Level 13, St Martins Tower
44 St George’s Terrace
Perth, WA 6000
(PO Box Z5046, Perth WA 6831)
Australia
Telephone: +61 8 9425 4602
Fax: +61 8 9425 4662
44 St George’s Terrace
Perth, WA 6000
(PO Box Z5046, Perth WA 6831)
Australia
Telephone: +61 8 9425 4602
Fax: +61 8 9425 4662
Ghana
Gold House
Patrice Lumumba Road
(PO Box 2665)
Accra
Ghana
Telephone: +233 21 772190
Fax: +233 21 778155
Patrice Lumumba Road
(PO Box 2665)
Accra
Ghana
Telephone: +233 21 772190
Fax: +233 21 778155
United Kingdom Secretaries
St James’s Corporate Services Limited
6 St James’s Place
London SW1A 1NP
England
Telephone: +44 20 7499 3916
Fax: +44 20 7491 1989
E-mail: jane.kirton@corpserv.co.uk
6 St James’s Place
London SW1A 1NP
England
Telephone: +44 20 7499 3916
Fax: +44 20 7491 1989
E-mail: jane.kirton@corpserv.co.uk
DIRECTORS AND OFFICERS
Executive
M Cutifani ~ (Chief Executive Officer)
S Venkatakrishnan * (Executive Director: Finance)
S Venkatakrishnan * (Executive Director: Finance)
Non-Executive
R P Edey * (Chairman)
Dr T J Motlatsi (Deputy Chairman)
F B Arisman #
W A Nairn
Prof L W Nkuhlu
S M Pityana
* British # American ~ Australian
Dr T J Motlatsi (Deputy Chairman)
F B Arisman #
W A Nairn
Prof L W Nkuhlu
S M Pityana
* British # American ~ Australian
Officers
Company Secretary: Ms L Eatwell
4
INVESTOR RELATIONS CONTACTS
South Africa
Sicelo Ntuli
Telephone: +27 11 637 6339
Fax: +27 11 637 6400
E-mail: sntuli@AngloGoldAshanti.com
Fax: +27 11 637 6400
E-mail: sntuli@AngloGoldAshanti.com
United States
Stewart Bailey
Telephone: +1 646 717-3978
E-mail: sbailey@AngloGoldAshanti.com
shanti.
E-mail: sbailey@AngloGoldAshanti.com
shanti.
LEGAL ADVISORS
South Africa
Taback and Associates (Proprietary) Limited
13 Eton Road,
Parktown, Johannesburg, 2193
(PO Box 3334, Houghton, 2014)
South Africa
Telephone: +27 11 358 7700
Fax: +27 11 358 7800
13 Eton Road,
Parktown, Johannesburg, 2193
(PO Box 3334, Houghton, 2014)
South Africa
Telephone: +27 11 358 7700
Fax: +27 11 358 7800
United States of America and United Kingdom
Shearman & Sterling LLP
Broadgate West, 9 Appold Street,
London EC2A 2AP
England
Telephone: +44 20 7655 5000
Fax: +44 20 7655 5500
Broadgate West, 9 Appold Street,
London EC2A 2AP
England
Telephone: +44 20 7655 5000
Fax: +44 20 7655 5500
GENERAL
General E-mail enquiries
investors@AngloGoldAshanti.com
AngloGold Ashanti website
http://www.AngloGoldAshanti.com
AngloGold Ashanti posts information that is
important to investors on the main page of its
website at www.anglogoldashanti.com and under
the “Investors” tab on the main page. This
information is updated regularly. Investors should
visit this website to obtain important information
about AngloGold Ashanti
important to investors on the main page of its
website at www.anglogoldashanti.com and under
the “Investors” tab on the main page. This
information is updated regularly. Investors should
visit this website to obtain important information
about AngloGold Ashanti
SHARE REGISTRARS
South Africa
Computershare Investor Services (Pty) Limited
Ground Floor, 70 Marshall Street
Johannesburg 2001
(PO Box 61051, Marshalltown 2107)
South Africa
Telephone: 0861 100 950 (in SA)
Fax: +27 11 688 5218
web.queries@computershare.co.za
Ground Floor, 70 Marshall Street
Johannesburg 2001
(PO Box 61051, Marshalltown 2107)
South Africa
Telephone: 0861 100 950 (in SA)
Fax: +27 11 688 5218
web.queries@computershare.co.za
United Kingdom
Computershare Investor Services PLC
The Pavilions
Bridgwater Road
Bristol BS99 7NH
England
Telephone: +44 870 702 0000
Fax: +44 870 703 6119
The Pavilions
Bridgwater Road
Bristol BS99 7NH
England
Telephone: +44 870 702 0000
Fax: +44 870 703 6119
Australia
Computershare Investor Services Pty Limited
Level 2, 45 St George’s Terrace
Perth, WA 6000
(GPO Box D182 Perth, WA 6840)
Australia
Telephone: +61 8 9323 2000
Telephone: 1300 55 2949 (in Australia)
Fax: +61 8 9323 2033
Level 2, 45 St George’s Terrace
Perth, WA 6000
(GPO Box D182 Perth, WA 6840)
Australia
Telephone: +61 8 9323 2000
Telephone: 1300 55 2949 (in Australia)
Fax: +61 8 9323 2033
Ghana
NTHC Limited
Martco House
Off Kwame Nkrumah Avenue
PO Box K1A 9563 Airport
Accra
Ghana
Telephone: +233 21 229664
Fax: +233 21 229975
Martco House
Off Kwame Nkrumah Avenue
PO Box K1A 9563 Airport
Accra
Ghana
Telephone: +233 21 229664
Fax: +233 21 229975
ADR Depositary
The Bank of New York Mellon (“BoNY”)
BNY Shareowner Services
PO Box 358016
Pittsburgh, PA 15252-8016
United States of America
Telephone: +1 800 522 6645 (Toll free in USA) or
+1 201 680 6578 (outside USA)
E-mail: shrrelations@mellon.com
Website: www.bnymellon.com.com\shareowner
BNY Shareowner Services
PO Box 358016
Pittsburgh, PA 15252-8016
United States of America
Telephone: +1 800 522 6645 (Toll free in USA) or
+1 201 680 6578 (outside USA)
E-mail: shrrelations@mellon.com
Website: www.bnymellon.com.com\shareowner
Global BuyDIRECT
SM
BoNY maintains a direct share purchase and
dividend reinvestment plan for A
dividend reinvestment plan for A
NGLO
G
OLD
A
SHANTI
.
Telephone: +1-888-BNY-ADRS
5
LETTER FROM THE CHAIRMAN
Dear Shareholder
On 26 February 2009, AngloGold Ashanti’s wholly-owned subsidiary, AngloGold Ashanti Holdings plc,
redeemed a US$1 billion convertible bond issued in February 2004 using the proceeds of a term loan from
Standard Chartered Bank which was put in place in November 2008 for that purpose. Given the extremely
difficult financial market conditions prevailing at that time, the directors deemed it prudent to establish this
bridging term loan as a means of ensuring the AngloGold Ashanti Group’s ability to redeem the convertible
bond on its maturity date while it sought medium to longer term solutions to its capital requirements.
redeemed a US$1 billion convertible bond issued in February 2004 using the proceeds of a term loan from
Standard Chartered Bank which was put in place in November 2008 for that purpose. Given the extremely
difficult financial market conditions prevailing at that time, the directors deemed it prudent to establish this
bridging term loan as a means of ensuring the AngloGold Ashanti Group’s ability to redeem the convertible
bond on its maturity date while it sought medium to longer term solutions to its capital requirements.
At the annual general meeting of shareholders held on 15 May 2009, shareholders approved an ordinary
resolution granting the directors the authority to issue convertible bonds, convertible into a maximum of
15,384,615 AngloGold Ashanti ADSs. On 22 May 2009, AngloGold Ashanti’s wholly-owned subsidiary,
AngloGold Ashanti Holdings Finance plc, issued convertible bonds and raised gross proceeds of
$732.5 million. These convertible bonds, which have a five year maturity and pay a coupon of 3.50 percent
are convertible into AngloGold Ashanti ADSs at an initial conversion price of US$47.6126 per AngloGold
Ashanti ADS. These convertible bonds are guaranteed by AngloGold Ashanti.
resolution granting the directors the authority to issue convertible bonds, convertible into a maximum of
15,384,615 AngloGold Ashanti ADSs. On 22 May 2009, AngloGold Ashanti’s wholly-owned subsidiary,
AngloGold Ashanti Holdings Finance plc, issued convertible bonds and raised gross proceeds of
$732.5 million. These convertible bonds, which have a five year maturity and pay a coupon of 3.50 percent
are convertible into AngloGold Ashanti ADSs at an initial conversion price of US$47.6126 per AngloGold
Ashanti ADS. These convertible bonds are guaranteed by AngloGold Ashanti.
The net proceeds from the issue of these convertible bonds will be used to refinance the AngloGold Ashanti
Group’s debt facilities and for general corporate purposes. The Company believes that the issue of these
convertible bonds and the proceeds therefrom:
Group’s debt facilities and for general corporate purposes. The Company believes that the issue of these
convertible bonds and the proceeds therefrom:
• will allow for a longer maturity profile for a substantial portion of AngloGold Ashanti’s debt;
• has allowed AngloGold Ashanti Group to obtain funding at favourable interest rates that are lower than
the interest rates under its existing debt facilities thereby reducing its financing costs when the proceeds
are applied towards reducing the amounts drawn under the bridging term loan from Standard
Chartered Bank;
are applied towards reducing the amounts drawn under the bridging term loan from Standard
Chartered Bank;
• has allowed AngloGold Ashanti to access a different credit market, thereby reducing the extent of its
reliance on the banking market; and
• will, together with the proceeds from the sale of its interest in AngloGold Ashanti’s Boddington project,
provide AngloGold Ashanti greater balance sheet flexibility to pursue its business strategy.
The approval of the ordinary resolution to be proposed at the general meeting will grant a specific authority
to the directors of AngloGold Ashanti to allot and issue a maximum of 15,384,615 ordinary shares upon
conversion of the convertible bonds. A 75% majority of the votes cast by shareholders present or
represented by proxy at the general meeting is required for approval of the ordinary resolution to grant the
specific authority.
to the directors of AngloGold Ashanti to allot and issue a maximum of 15,384,615 ordinary shares upon
conversion of the convertible bonds. A 75% majority of the votes cast by shareholders present or
represented by proxy at the general meeting is required for approval of the ordinary resolution to grant the
specific authority.
I would therefore ask that you vote in favour of the ordinary resolution detailed in this circular.
Yours sincerely
Russell Edey
Chairman
Chairman
29 June 2009
6
DEFINITIONS
In this circular and the documents attached hereto, unless the context indicates otherwise:
– the words in the first column have the meanings stated opposite them in the second column, words in the
singular include the plural and
vice versa, words importing the masculine include the feminine, and words
incorporating persons include juristic persons and associations of persons; and
– all times referred to are South African times unless otherwise stated.
“AngloGold Ashanti” or
AngloGold Ashanti Limited, a company incorporated under the laws of
“the Company”
South Africa, registration number 1944/017354/06;
“AngloGold Ashanti ADSs”
the American Depositary Shares of AngloGold Ashanti deposited with
The Bank of New York Mellon, as depositary, each of which represents
one AngloGold Ashanti ordinary share;
The Bank of New York Mellon, as depositary, each of which represents
one AngloGold Ashanti ordinary share;
“AngloGold Ashanti CDIs”
AngloGold Ashanti Clearing House Electronic Sub-register System
(or CHESS) Depositary Interests, five of which represent one
AngloGold Ashanti ordinary share;
(or CHESS) Depositary Interests, five of which represent one
AngloGold Ashanti ordinary share;
“AngloGold Ashanti
AngloGold Ashanti Holdings Finance plc, a company incorporated
Holdings Finance plc”
under the laws of the Isle of Man with registration number 002740V, a
wholly-owned subsidiary of AngloGold Ashanti and the issuer of the
convertible bonds;
wholly-owned subsidiary of AngloGold Ashanti and the issuer of the
convertible bonds;
“AngloGold Ashanti GhDSs”
the Ghanaian Depositary Shares of AngloGold Ashanti, 100 of which
represent one AngloGold Ashanti ordinary share;
represent one AngloGold Ashanti ordinary share;
“AngloGold Ashanti Group”
AngloGold Ashanti and its subsidiary companies from time to time;
“AngloGold Ashanti ordinary shares” ordinary shares of R0.25 in the share capital of AngloGold Ashanti;
“business day”
any day other than a Saturday, Sunday or official public holiday in
South Africa;
South Africa;
“certificated shareholders”
holders of certificated shares;
“certificated shares”
AngloGold Ashanti ordinary shares which are evidenced by a
certificate or other physical document of title and which have not been
surrendered for dematerialisation;
certificate or other physical document of title and which have not been
surrendered for dematerialisation;
“circular”
this bound document, dated 29 June 2009, including the notice
convening the general meeting and a form of proxy for use at the
general meeting;
convening the general meeting and a form of proxy for use at the
general meeting;
“Companies Act”
the South African Companies Act, 1973, as amended;
“convertible bonds”
the US$732.5 million 3.50 percent guaranteed convertible bonds due
22 May 2014, issued on 22 May 2009 by AngloGold Ashanti Holdings
Finance plc and unconditionally and irrevocably guaranteed by
AngloGold Ashanti;
22 May 2014, issued on 22 May 2009 by AngloGold Ashanti Holdings
Finance plc and unconditionally and irrevocably guaranteed by
AngloGold Ashanti;
“CSDP”
Central Securities Depository Participant;
“custody agreement”
the custody mandate agreement between the dematerialised
shareholder and a CSDP or broker covering their relationship in
respect of dematerialised shares held by the CSDP or broker;
shareholder and a CSDP or broker covering their relationship in
respect of dematerialised shares held by the CSDP or broker;
7
“dematerialised” or
the process by which certificated shares are or are to be converted
“dematerialisation” or
into electronic form under Strate for trading on the JSE;
“dematerialising”
“dematerialised shares”
AngloGold Ashanti ordinary shares which have been dematerialised;
“directors”
the directors of AngloGold Ashanti;
“general meeting”
the general meeting of shareholders to be held at 10:00 South African
time on Thursday, 30 July 2009, in The Auditorium, 76 Jeppe Street,
Newtown, Johannesburg, South Africa;
time on Thursday, 30 July 2009, in The Auditorium, 76 Jeppe Street,
Newtown, Johannesburg, South Africa;
“JSE”
the JSE Limited, a company incorporated under the laws of south
Africa, registration number 2005/022939/06, licensed as an exchange
under the South African Securities Services Act 2004;
Africa, registration number 2005/022939/06, licensed as an exchange
under the South African Securities Services Act 2004;
“Listings Requirements”
the Listings Requirements of the JSE;
“NYSE”
the New York Stock Exchange;
“R”
South African rand, the official currency of South Africa;
“SENS”
the Securities Exchange News Service of the JSE;
“SGX”
Singapore Stock Exchange Securities Trading Limited;
“shareholders”
registered holders of AngloGold Ashanti ordinary shares as reflected
on the AngloGold Ashanti register and the sub-register maintained by
a CSDP or broker;
on the AngloGold Ashanti register and the sub-register maintained by
a CSDP or broker;
“share registrars”
the share registrars of AngloGold Ashanti being:
– Computershare Investor Services (Pty) Limited in South Africa,
– Computershare Investor Services PLC in the United Kingdom,
– Computershare Investor Services Pty Limited in Australia, and
– NTHC Limited in Ghana;
“South Africa”
the Republic of South Africa;
“specific authority”
the placing of 15,384,615 AngloGold Ashanti ordinary shares under
the control of the directors as a specific authority and approval in
terms of the ordinary resolution to be considered at the general
meeting to allot and issue a maximum of 15,384,615 AngloGold
Ashanti ordinary shares at a price per share equal to the Rand
equivalent of US$47.6126 (provided that such price will be subject to
adjustment on the occurrence of certain events as mentioned in
paragraph 3 under the sub-heading “Conversion price”) for the
purpose of the conversion of the convertible bonds
the control of the directors as a specific authority and approval in
terms of the ordinary resolution to be considered at the general
meeting to allot and issue a maximum of 15,384,615 AngloGold
Ashanti ordinary shares at a price per share equal to the Rand
equivalent of US$47.6126 (provided that such price will be subject to
adjustment on the occurrence of certain events as mentioned in
paragraph 3 under the sub-heading “Conversion price”) for the
purpose of the conversion of the convertible bonds
“Strate”
Strate Limited, a company incorporated under the laws of South
Africa, registration number 1998/022242/06, an electronic settlement
environment for transactions to be settled and transfer of ownership to
be recorded electronically; and
Africa, registration number 1998/022242/06, an electronic settlement
environment for transactions to be settled and transfer of ownership to
be recorded electronically; and
“term loan”
the bridging term loan granted by Standard Chartered Bank to
AngloGold Ashanti in November 2008;
AngloGold Ashanti in November 2008;
“US$” and “US cents”
dollars and cents, the official currency of the United States of America.
8
1.
PURPOSE OF THIS CIRCULAR
At the annual general meeting of AngloGold Ashanti held on 15 May 2009, shareholders, by a
97.05 percent majority, approved an ordinary resolution granting authority:
97.05 percent majority, approved an ordinary resolution granting authority:
• to the directors to issue, upon such terms and conditions as the directors in their discretion may deem
fit, such number of bonds which may be converted into a maximum, in aggregate, of 15,384,615
AngloGold Ashanti ordinary shares; and
AngloGold Ashanti ordinary shares; and
• to procure the issue by a wholly-owned subsidiary of AngloGold Ashanti, upon such terms and
conditions as the directors in their discretion may deem fit, such number of bonds, guaranteed by
AngloGold Ashanti and which may be converted into a maximum, in the aggregate, of 15,384,615
AngloGold Ashanti ordinary shares.
AngloGold Ashanti and which may be converted into a maximum, in the aggregate, of 15,384,615
AngloGold Ashanti ordinary shares.
Pursuant to this authority, AngloGold Ashanti Holdings Finance plc issued the convertible bonds on
22 May 2009. The convertible bonds were listed on the SGX with effect from 09:00 (Singapore time) on
Monday, 25 May 2009. The salient features of the convertible bonds are set out in paragraph 3.
22 May 2009. The convertible bonds were listed on the SGX with effect from 09:00 (Singapore time) on
Monday, 25 May 2009. The salient features of the convertible bonds are set out in paragraph 3.
The purpose of this circular and the notice of general meeting which forms part of this circular is to
furnish information to shareholders, and to convene a general meeting at which shareholders will be
asked to grant a specific authority and approval for the directors to allot and issue a maximum of
15,384,615 AngloGold Ashanti ordinary shares underlying the AngloGold Ashanti ADS issuable upon
conversion of the convertible bonds. In terms of the Listings Requirements the ordinary resolution
granting such authority and approval must be passed by a majority of 75 percent of shareholders
present or represented and entitled to vote at the general meeting.
furnish information to shareholders, and to convene a general meeting at which shareholders will be
asked to grant a specific authority and approval for the directors to allot and issue a maximum of
15,384,615 AngloGold Ashanti ordinary shares underlying the AngloGold Ashanti ADS issuable upon
conversion of the convertible bonds. In terms of the Listings Requirements the ordinary resolution
granting such authority and approval must be passed by a majority of 75 percent of shareholders
present or represented and entitled to vote at the general meeting.
The specific authority will enable AngloGold Ashanti to allot and issue AngloGold Ashanti ordinary
shares underlying the AngloGold Ashanti ADSs issuable upon any exercise of conversion rights
attached to the convertible bonds.
shares underlying the AngloGold Ashanti ADSs issuable upon any exercise of conversion rights
attached to the convertible bonds.
2.
USE OF PROCEEDS AND RATIONALE FOR THE ISSUE OF THE CONVERTIBLE BONDS
2.1
Use of proceeds
The net proceeds of the offering of the convertible bonds is to be used by the AngloGold Ashanti
Group to refinance its debt facilities and for general corporate purposes.
Group to refinance its debt facilities and for general corporate purposes.
2.2
Rationale for the issue of the convertible bonds
AngloGold Ashanti believes that the issuance of the convertible bonds and the proceeds
therefrom:
therefrom:
• will allow for a longer maturity profile for a substantial portion of AngloGold Ashanti’s debt;
• has allowed AngloGold Ashanti Group to obtain funding at favourable interest rates that are
lower than the interest rates under its existing debt facilities thereby reducing its cash financing
costs when the proceeds are applied towards reducing the amounts drawn under the bridging
term loan from Standard Chartered Bank. ;
costs when the proceeds are applied towards reducing the amounts drawn under the bridging
term loan from Standard Chartered Bank. ;
• has allowed AngloGold Ashanti to access a different credit market, thereby reducing the extent
of its reliance on the banking market; and
• will, together with the proceeds from the sale of its interest in AngloGold Ashanti’s Boddington
project, provide AngloGold Ashanti greater balance sheet flexibility to pursue its business
strategy.
strategy.
9
2.3
Expenses of the issue
Expense
Payable to
R (excluding VAT)
JSE – documentation
JSE
10,000
Printing, publication, distribution
and advertising
and advertising
Various printers world-wide
700,000
Legal Fees
Tabacks and Shearman & Sterling
250,000
Reporting Accountants
Ernst & Young
300,000
Transfer secretaries
Computershare – branches in South Africa,
Australia and the United Kingdom and
Australia and the United Kingdom and
NTHC
180,000
1,440,000
3.
SALIENT FEATURES OF THE CONVERTIBLE BONDS
The salient features of the convertible bonds are as follows:
• Issue size of convertible bonds:
US$732,500,000 3.50 percent convertible bonds due 22 May 2014
and convertible into a maximum of 15,384,615 AngloGold Ashanti ADSs (subject to the approval of
the specific authority).
the specific authority).
• Issuer: AngloGold Ashanti Holdings Finance plc.
• Guarantor: AngloGold Ashanti.
• Interest: The convertible bonds bear interest at a rate of 3.50 percent per annum. Interest is payable,
in equal instalments, semi-annually in arrear on 22 May and 22 November in each year, commencing
22 November 2009.
22 November 2009.
• Conversion: Prior to the grant of the specific authority, the convertible bonds are subject to automatic
cash settlement. Thereafter, bonds are convertible at the discretion of the bondholder. However, the
issuer has the option, in certain circumstances, to redeem the convertible bonds for cash, or to
redeem the Bonds through an issue of AngloGold Ashanti ordinary shares to be converted into
AngloGold Ashanti ADSs or to redeem the convertible bonds through the issue of a combination of
AngloGold Ashanti ordinary shares and cash. The discount at which the AngloGold Ashanti ordinary
shares will be issued to the then prevailing share price is currently unknown ;
issuer has the option, in certain circumstances, to redeem the convertible bonds for cash, or to
redeem the Bonds through an issue of AngloGold Ashanti ordinary shares to be converted into
AngloGold Ashanti ADSs or to redeem the convertible bonds through the issue of a combination of
AngloGold Ashanti ordinary shares and cash. The discount at which the AngloGold Ashanti ordinary
shares will be issued to the then prevailing share price is currently unknown ;
• Conversion price: The initial conversion price is US$47.6126 per AngloGold Ashanti ADS, which
price is at a 37.5 percent premium to the volume weighted average price of an AngloGold Ashanti
ADS trading on the NYSE on 18 May 2009 (the date the convertible bonds were priced in the market).
The conversion price is subject to adjustment on the occurrence of certain events such as, but not
limited to:
ADS trading on the NYSE on 18 May 2009 (the date the convertible bonds were priced in the market).
The conversion price is subject to adjustment on the occurrence of certain events such as, but not
limited to:
– an alteration to the nominal value of the AngloGold Ashanti ordinary shares as a result of
consolidation or subdivision thereof;
– AngloGold Ashanti issuing any AngloGold Ashanti ordinary shares to shareholders by way of a
capitalisation of profits or reserves;
– AngloGold Ashanti making a capital distribution to shareholders in excess of certain threshold
amounts; and
– AngloGold Ashanti issuing AngloGold Ashanti ordinary shares to shareholders by way of rights,
options, warrants or other rights.
10
• Conversion period: The conversion period will commence on the later of:
– 2 July 2009; and
– the earlier of:
– 22 November 2009; and
– the date on which the specific authority is granted.
• Final maturity date: 22 May 2014.
• Final redemption: Unless previously purchased and cancelled, redeemed or converted, the
convertible bonds will be redeemed on the final maturity date, at their principal amount.
4.
DESCRIPTION OF BUSINESS
AngloGold Ashanti is a global gold company with a diversified portfolio of assets in many key gold
producing regions. As at 31 December 2008, AngloGold Ashanti had gold reserves of 74.9 million
ounces. For the year ended 31 December 2008, AngloGold Ashanti had consolidated gold revenues of
US$3,619 million (which excludes revenues from by-products and interest earned), gold production of
4.98 million ounces and total cash costs of US$444 per ounce.
producing regions. As at 31 December 2008, AngloGold Ashanti had gold reserves of 74.9 million
ounces. For the year ended 31 December 2008, AngloGold Ashanti had consolidated gold revenues of
US$3,619 million (which excludes revenues from by-products and interest earned), gold production of
4.98 million ounces and total cash costs of US$444 per ounce.
AngloGold Ashanti (formerly “AngloGold Limited”) was formed following the consolidation of the gold
interests of Anglo American plc into a single company in 1998. At that time, its production and reserves
were primarily located in South Africa (97 percent of 1997 production and 99 percent of reserves as at
31 December 1997) and one of its objectives was to achieve greater geographic and ore body diversity.
Through a combination of mergers, acquisitions, disposal initiatives and organic growth, and through the
operations in which AngloGold Ashanti has an interest, AngloGold Ashanti has developed a high quality,
well diversified asset portfolio, including:
interests of Anglo American plc into a single company in 1998. At that time, its production and reserves
were primarily located in South Africa (97 percent of 1997 production and 99 percent of reserves as at
31 December 1997) and one of its objectives was to achieve greater geographic and ore body diversity.
Through a combination of mergers, acquisitions, disposal initiatives and organic growth, and through the
operations in which AngloGold Ashanti has an interest, AngloGold Ashanti has developed a high quality,
well diversified asset portfolio, including:
• production from 21 operations in ten countries: Argentina, Australia, Brazil, Ghana, Guinea, Mali,
Namibia, South Africa, Tanzania and the United States of America;
• production and reserves for the year ended 31 December 2008 of 58 percent and 55 percent,
respectively, from operations outside South Africa; and
• production from a broad variety of ore body types as well as a variety of open-pit (42 percent),
underground (55 percent) and surface and dump reclamation (3 percent) operations.
AngloGold Ashanti was incorporated in South Africa in 1944 under the name of Vaal Reefs Exploration
and Mining Company Limited and in South Africa it is subject to the Companies Act. Paragraph 2 of
AngloGold Ashanti’s memorandum of association provides that its main business is to carry on gold
exploration, the mining and production of gold, the manufacturing, marketing and selling of gold
products and the development of markets for gold. On 26 April 2004, AngloGold Ashanti acquired the
entire issued share capital of Ashanti Limited of Ghana and changed its name to AngloGold Ashanti
Limited.
and Mining Company Limited and in South Africa it is subject to the Companies Act. Paragraph 2 of
AngloGold Ashanti’s memorandum of association provides that its main business is to carry on gold
exploration, the mining and production of gold, the manufacturing, marketing and selling of gold
products and the development of markets for gold. On 26 April 2004, AngloGold Ashanti acquired the
entire issued share capital of Ashanti Limited of Ghana and changed its name to AngloGold Ashanti
Limited.
As detailed in the report to shareholders for the quarter ended 31 March 2009, the company remains on
track to meet its production guidance for the year of between 4.9Moz to 5.0Moz. The annual total cash
cost guidance was $435/oz to $450/oz and this was based on R9.75/$, A$/$0.68, BRL2.25/$ and
Argentinean peso 3.65/$. However, with the strengthening of local currencies and in particular the South
African rand, total cash costs are likely to be in the range of $450/oz to $460/oz at R9.25/$ and $460/oz
to $475/oz at R8.50/$. Capital expenditure excluding Boddington remains forecast at $840m in 2009 and
management expects to achieve a discount of 6% to the average spot gold price for the year.
track to meet its production guidance for the year of between 4.9Moz to 5.0Moz. The annual total cash
cost guidance was $435/oz to $450/oz and this was based on R9.75/$, A$/$0.68, BRL2.25/$ and
Argentinean peso 3.65/$. However, with the strengthening of local currencies and in particular the South
African rand, total cash costs are likely to be in the range of $450/oz to $460/oz at R9.25/$ and $460/oz
to $475/oz at R8.50/$. Capital expenditure excluding Boddington remains forecast at $840m in 2009 and
management expects to achieve a discount of 6% to the average spot gold price for the year.
11
5.
SHARE CAPITAL
At the annual general meeting of shareholders held on 15 May 2009, shareholders approved, by special
resolution, the increase in the ordinary share capital of AngloGold Ashanti from 400,000,000 AngloGold
Ashanti ordinary shares to 600,000,000 AngloGold Ashanti ordinary shares. Taking this increase into
account, AngloGold Ashanti’s authorised share capital is R152,120,000, consisting of four classes of
shares, being the AngloGold Ashanti ordinary shares, E-ordinary shares of R0.25 each, A redeemable
preference shares of R0.50 each, which shares have voting rights and B redeemable preference shares
of R0.01 each, which shares have voting rights only under certain circumstances.
resolution, the increase in the ordinary share capital of AngloGold Ashanti from 400,000,000 AngloGold
Ashanti ordinary shares to 600,000,000 AngloGold Ashanti ordinary shares. Taking this increase into
account, AngloGold Ashanti’s authorised share capital is R152,120,000, consisting of four classes of
shares, being the AngloGold Ashanti ordinary shares, E-ordinary shares of R0.25 each, A redeemable
preference shares of R0.50 each, which shares have voting rights and B redeemable preference shares
of R0.01 each, which shares have voting rights only under certain circumstances.
The authorised and issued share capital of AngloGold Ashanti at 22 June 2009, the latest practicable
date prior to the finalisation of this circular is set out below:
date prior to the finalisation of this circular is set out below:
Title of class of shares
Nominal value
Authorised
Issued
per share
Number
Amount
Number
Amount
Ordinary
R0.25
600,000,000
R150,000,000
354,229,963
R88,557,491
E ordinary
(1)
R0.25
4,280,000
R1,070,000
3,879,290
R969,823
A redeemable preference
R0.50
2,000,000
R1,000,000
2,000,000
R1,000,000
B redeemable preference
R0.01
5,000,000
R50,000
778,896
R7,789
(1)
On 11 December 2006, shareholders in general meeting authorised the creation of E ordinary shares to be issued pursuant
to an Employee Share Ownership Plan and a Black Economic Empowerment transaction. All the authorised E-ordinary shares
were issued. On vesting, E ordinary shares are cancelled in exchange for ordinary shares, in accordance with the
cancellation formula. All E ordinary shares cancelled may not be re-issued and therefore, do not form part of the authorised
but unissued share capital of the Company. The table above reflects the total number of E ordinary shares in issue.
to an Employee Share Ownership Plan and a Black Economic Empowerment transaction. All the authorised E-ordinary shares
were issued. On vesting, E ordinary shares are cancelled in exchange for ordinary shares, in accordance with the
cancellation formula. All E ordinary shares cancelled may not be re-issued and therefore, do not form part of the authorised
but unissued share capital of the Company. The table above reflects the total number of E ordinary shares in issue.
The share premium account at 22 June 2009 was R37,721,766,989.
All of the issued AngloGold Ashanti ordinary shares, E ordinary shares, A redeemable preference shares
and B redeemable preference shares are fully paid and are not subject to further calls or assessment
by AngloGold Ashanti.
and B redeemable preference shares are fully paid and are not subject to further calls or assessment
by AngloGold Ashanti.
All of the A redeemable preference shares and B redeemable preference shares are held by Eastvaal
Gold Holdings Limited, AngloGold Ashanti’s wholly-owned subsidiary. AngloGold Ashanti’s articles of
association provide that the A redeemable preference shares and B redeemable preference shares are
not transferable.
Gold Holdings Limited, AngloGold Ashanti’s wholly-owned subsidiary. AngloGold Ashanti’s articles of
association provide that the A redeemable preference shares and B redeemable preference shares are
not transferable.
AngloGold Ashanti has not purchased any of its shares, and currently has no authority to purchase such
shares.
shares.
The share price history of the AngloGold Ashanti ordinary shares on the JSE is summarised in
Annexure B.
Annexure B.
6.
UNAUDITED
PRO FORMA FINANCIAL INFORMATION RELATING TO ANGLOGOLD ASHANTI
The unaudited
pro forma financial information of AngloGold Ashanti was prepared in order to illustrate
the effects of the issue and conversion of the convertible bonds, assuming that the issue and conversion
of the convertible bonds took place on 1 January 2008 for purposes of the income statement and on
31 December 2008 for purposes of the balance sheet. The conversion of the convertible bonds is at
the discretion of the bondholders and there can be no assurance that any of the convertible bonds will
be converted. 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 conversion of the convertible bonds 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 should be read in conjunction with
the Notes thereto and the report of Ernst & Young Inc. which is annexed as Annexure A.
of the convertible bonds took place on 1 January 2008 for purposes of the income statement and on
31 December 2008 for purposes of the balance sheet. The conversion of the convertible bonds is at
the discretion of the bondholders and there can be no assurance that any of the convertible bonds will
be converted. 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 conversion of the convertible bonds 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 should be read in conjunction with
the Notes thereto and the report of Ernst & Young Inc. which is annexed as Annexure A.
12
The unaudited pro-forma information as presented below does not include the effect of the Standard
Chartered Bank term facility negotiated by the company during November 2008 to replace the
2.375 percent guaranteed convertible bond that matured in February 2009. The interest saving that will
arise if the US$717.5 million net proceeds from the issue of the convertible bonds are applied to part
settle the Standard Chartered Bank term facility will result in an effective interest rate reduction of
4.5 percent per annum, being the difference between the effective interest rates of the Standard
Chartered Bank term facility and the convertible bonds. This interest saving was not taken into account
in the pro-forma information presented below, as the facility was not yet drawn at 31 December 2008.
Chartered Bank term facility negotiated by the company during November 2008 to replace the
2.375 percent guaranteed convertible bond that matured in February 2009. The interest saving that will
arise if the US$717.5 million net proceeds from the issue of the convertible bonds are applied to part
settle the Standard Chartered Bank term facility will result in an effective interest rate reduction of
4.5 percent per annum, being the difference between the effective interest rates of the Standard
Chartered Bank term facility and the convertible bonds. This interest saving was not taken into account
in the pro-forma information presented below, as the facility was not yet drawn at 31 December 2008.
Unaudited
pro forma per AngloGold Ashanti ordinary share information for the year ended
31 December 2008
The
pro forma historical financial effects of the issue and conversion of the convertible bonds are as
follows:
After
Before the
conversion
convertible
of the
For the year ended and as at 31 December 2008
bonds
convertible
%
(per AngloGold Ashanti ordinary share)
issue
bonds
change
Net asset value per share
(1)
US cents
702
870
23.9%
Net tangible asset value per share
(1)
US cents
661
830
25.6%
Basic loss per share (continuing operations)
(2)
US cents
(385)
(360)
6.5%
Diluted loss per share (continuing operations)
(3)
US cents
(385)
(360)
6.5%
Headline loss per share
(4)
US cents
(9)
(2)
77.8%
Weighted average number of shares
in issue
in issue
(5)
317,203,948
332,588,563
4.9%
Weighted average diluted number of
shares in issue
shares in issue
(5)
317,203,948
332,588,563
4.9%
Number of shares in issue
(6)
357,450,351
372,834,966
4.3%
Net debt to net capital employed
(7)
27.4%
13.8%
(50%)
Notes:
(1)
Net asset value per share is computed by dividing total equity by the number of shares in issue. Net tangible asset value per
share is computed by dividing total equity (excluding intangible assets) by the number of shares in issue.
(2)
Basic loss per share is computed by dividing the loss attributable to equity shareholders from continuing operations by the
weighted average number of shares in issue.
(3)
The diluted loss per share is computed by dividing the loss attributable to equity shareholders from continuing operations by
the weighted average diluted number of shares in issue. The effect of the diluted loss per share is anti-dilutive and therefore
the diluted loss per share is the same as the basic loss per share.
the diluted loss per share is the same as the basic loss per share.
(4)
Headline loss excludes separately identifiable re-measurements of the carrying amounts of assets and liabilities after initial
recognition 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.
weighted average number of shares in issue.
(5)
The weighted average number of AngloGold Ashanti ordinary shares in issue was 312,610,124 ordinary, 4,046,364 E ordinary
and 547,460 fully vested options for the year ended 31 December 2008.
(6)
The number of AngloGold Ashanti shares in issue as at 31 December 2008 was 353,483,410 ordinary and 3,966,941
E ordinary shares.
(7)
Net debt includes both long-term and short-term debt and is net of cash and cash equivalents, restricted cash, unamortised
portion of the convertible bond and corporate office lease. Net capital employed is calculated as shareholders’ equity
adjusted for other comprehensive income and deferred taxation, plus minority interests, interest bearing debt, less cash and
cash equivalents.
adjusted for other comprehensive income and deferred taxation, plus minority interests, interest bearing debt, less cash and
cash equivalents.
13
Pro forma consolidated income statement
The
pro forma consolidated income statement for AngloGold Ashanti incorporating the issue and
conversion of the convertible bonds is presented below for the year ended 31 December 2008:
AngloGold
Adjustments
Adjustments
Ashanti
for
issue
for
Pro forma
year ended
of
conversion of
year ended
31 December
Convertible
convertible
Note
31 December
US$ (millions)
2008
Bonds
bonds
Ref
2008
Gold income
3,619
3,619
Cost of sales
(2,728)
(2,728)
Loss on non-hedge derivatives and
other commodity contracts
other commodity contracts
(297)
(297)
Gross profit
594
594
Corporate administration and other expenses
(131)
(131)
Market development costs
(13)
(13)
Exploration costs
(126)
(126)
Other operating expenses
(6)
(6)
Operating special items
(1,538)
(1,538)
Operating loss
(1,220)
(1,220)
Interest received
66
66
Exchange gain
4
4
Fair value adjustment on option component of
convertible bond
convertible bond
25
25
Finance costs and unwinding of obligations
(114)
(72)
94
1.1, 1.2
(92)
Share of equity accounted
investments’ loss
(138)
(138)
Loss before taxation
(1,377)
(72)
94
(1,355)
Taxation
197
197
Loss after taxation from continuing operations
(1,180)
(72)
94
(1,158)
Profit from discontinued operations
25
25
Loss for the year
(1,155)
(72)
94
(1,133)
Allocated as follows:
Equity shareholders
Equity shareholders
(1,195)
(72)
94
(1,173)
Minority interests
40
40
(1,155)
(72)
94
(1,133)
Headline loss
Loss attributable to equity shareholders was
adjusted by the following to arrive at headline loss:
– Loss attributable to equity shareholders
Loss attributable to equity shareholders was
adjusted by the following to arrive at headline loss:
– Loss attributable to equity shareholders
(1,195)
(72)
94
(1,173)
– Impairment net of reversals of tangible assets
1,493
1,493
– Impairment of goodwill
109
109
– Impairment of investments
6
6
– Profit on disposal and abandonment of assets
(55)
(55)
– Profit on disposal of investment in associate
(2)
(2)
– Impairment of investment in associate
39
39
– Profit on disposal of assets in associates
(3)
(3)
Taxation on items above
– current portion
– current portion
1
1
– deferred portion
(395)
(395)
Profit on disposal of discontinued assets
(27)
(27)
Discontinued operations taxation on items above
(1)
(1)
Headline loss
(30)
(72)
94
(8)
14
Pro forma consolidated balance sheet
The
pro forma consolidated balance sheet of AngloGold Ashanti incorporating the offering and
conversion of the convertible bonds as at 31 December 2008:
AngloGold
Adjustments
Ashanti
Adjustments
for
Pro forma
as at
for issue of
conversion of
as at
31 December
convertible
convertible
Note
31 December
US$ (millions)
2008
bonds
bonds
Ref
2008
ASSETS
Non-current assets
Tangible assets
Non-current assets
Tangible assets
4,345
4,345
Intangible assets
148
148
Investments in associates and equity joint ventures
298
298
Other investments
66
66
Inventories
287
287
Trade and other receivables
62
62
Deferred taxation
50
50
Other non-current assets
3
3
5,259
5,259
Current assets
Inventories
Inventories
599
599
Trade and other receivables
220
220
Derivatives
570
570
Cash restricted for use
44
44
Cash and cash equivalents
575
575
2,008
2,008
Non-current assets held for sale
793
793
2,801
2,801
Total assets
8,060
8,060
EQUITY AND LIABILITIES
Ordinary share capital and premium
Ordinary share capital and premium
3,949
733
1.3
4,682
Retained earnings and other reserves
(1,521)
(1,521)
Shareholders’ equity
2,428
733
3,161
Minority interest
83
83
2,511
733
3,244
Non-current liabilities
Borrowings
Borrowings
870
(142)
(591)
1.4, 1.5
137
Provisions
545
545
Trade, other payables and deferred income
11
11
Derivatives
25
1.6
25
Deferred taxation
617
617
2,068
(142)
(591)
1,335
Current liabilities
Trade and other payables
Trade and other payables
524
524
Current portion of borrowings
1,063
1,063
Derivatives
1,737
142
(142)
1,737
Taxation
109
109
3,433
3,433
Non-current liabilities held for sale
48
48
3,481
142
(142)
3,481
Total liabilities
5,549
5,549
Total equity and liabilities
8,060
8,060
15
1.
Convertible bonds adjustments
1.1
Finance costs
Represents the net finance charges (which includes the amortisation of the issue cost of US$15 million and the notional
interest charge) on the convertible bonds, calculated at an all inclusive bond yield of 8.5 percent on US$732.5 million,
less finance cost saved on existing facilities assumed to be repaid with funds from the convertible bonds issue for pre-
conversion finance cost.
interest charge) on the convertible bonds, calculated at an all inclusive bond yield of 8.5 percent on US$732.5 million,
less finance cost saved on existing facilities assumed to be repaid with funds from the convertible bonds issue for pre-
conversion finance cost.
1.2
Finance costs
Represents the net finance charges (which includes the amortisation of the issue cost of US$15 million and the notional
interest charge) on the convertible bonds, calculated at an all inclusive bond yield of 8.5 percent on US$732.5 million.
interest charge) on the convertible bonds, calculated at an all inclusive bond yield of 8.5 percent on US$732.5 million.
1.3
Shareholders’ equity
The conversion adjustment to shareholders equity is the net adjustment for the issuance of the 15,384,615 AngloGold
Ashanti ordinary shares at US$47.6126 per AngloGold Ashanti ADS totalling US$732.5 million.
Ashanti ordinary shares at US$47.6126 per AngloGold Ashanti ADS totalling US$732.5 million.
1.4
Borrowings
Represents the liability component of the convertible bonds of US$576 million, net of costs, after the repayment of
US$718 million, being a part of the long-term portion of the drawdown of AngloGold Ashanti’s existing syndicated loan
facility. The liability component of US$576 million, net of cost, is calculated at the present value of all the cash flows
discounted at the market yield of 8.5 percent, which is the return applicable to similar bonds without the
conversion option.
US$718 million, being a part of the long-term portion of the drawdown of AngloGold Ashanti’s existing syndicated loan
facility. The liability component of US$576 million, net of cost, is calculated at the present value of all the cash flows
discounted at the market yield of 8.5 percent, which is the return applicable to similar bonds without the
conversion option.
1.5
Borrowings
Represents the liability component of US$591 million (including US$15 million amortised issue cost) of the convertible
bonds on conversion to AngloGold Ashanti ADSs.
bonds on conversion to AngloGold Ashanti ADSs.
1.6
Derivatives
Represents the option component of the convertible bonds.
7.
DIRECTORS
7.1
Information on directors
Name
Function
Business address
South African if not otherwise
indicated below
indicated below
Russell Philip Edey (66)
Independent non-executive
N M Rothschild & Sons Limited
(British)
Chairman
New Court
St Swithin’s Lane
London EC4P 4DU
St Swithin’s Lane
London EC4P 4DU
Dr Thokoana James Motlatsi
Independent non-executive
121 Eloff Street Ext, Selby,
(57)
Deputy chairman
Johannesburg 2001
Mark Cutifani (50)
Executive director:
76 Jeppe Street, Newtown,
(Australian)
Chief Executive Officer
Johannesburg 2001
Frank Bentley Arisman (64)
Independent non-executive
No. 7 St Luke’s Place,
(American)
director
New York NY 10014
Srinivasan Venkatakrishnan
Executive Director: Finance
76 Jeppe Street, Newtown
(43)
Johannesburg 2001
(British)
William Alan Nairn (64)
Independent non executive
87 Central Avenue, Athol,
director
Sandton, 2196
Lumkile Wiseman Nkuhlu (64)
Independent non executive
2nd Floor, Summit Place,
director
15 School Road, Morningside,
2196
2196
Sipho Mila Pityana (49)
Independent non-executive
12th Floor, Forum Building,
director
2 Maude Street, Sandton
16
7.2
Directors’ interests in securities
At 22 June 2009, the last practicable date prior to the finalisation of this circular, the directors had
the following direct and indirect beneficial interests in AngloGold Ashanti’s ordinary shares, which
holdings are unchanged from those published in the 2008 annual report. The Directors, individually
or in aggregate, do not hold in excess of 0.1% of the company’s issued ordinary share capital.
the following direct and indirect beneficial interests in AngloGold Ashanti’s ordinary shares, which
holdings are unchanged from those published in the 2008 annual report. The Directors, individually
or in aggregate, do not hold in excess of 0.1% of the company’s issued ordinary share capital.
Beneficial
Direct
Indirect
Executive directors
M Cutifani
10,000
–
S. Venkatakrishnan
5,221
–
Sub-total
15,551
–
Non-executive directors
R P Edey
–
3,063
T J Motlatsi
–
–
F B Arisman
–
4,984
W A Nairn
–
–
L W Nkuhlu
–
800
S M Pityana
–
–
Sub-total
–
8,847
TOTAL
15,551
8,847
7.3
Directors’ remuneration
The remuneration receivable by directors will not be varied as a consequence of the issue of
shares arising from the conversion of the convertible bonds.
shares arising from the conversion of the convertible bonds.
7.4
Directors’ interests in transactions
The directors had no material beneficial interests, directly or indirectly in transactions effected by
AngloGold Ashanti during the current or the immediately preceding financial year. Furthermore, the
directors had no outstanding material beneficial interest, directly or indirectly, in any transaction
during an earlier financial year.
AngloGold Ashanti during the current or the immediately preceding financial year. Furthermore, the
directors had no outstanding material beneficial interest, directly or indirectly, in any transaction
during an earlier financial year.
8.
LITIGATION STATEMENT
There is no legal or arbitration proceedings in which any member of the AngloGold Ashanti Group is or
has been engaged, including any such proceedings which are pending or threatened of which
AngloGold Ashanti is aware, which may have, or have had during the 12 months preceding the date of
this circular, a material effect on the financial position of the AngloGold Ashanti Group.
has been engaged, including any such proceedings which are pending or threatened of which
AngloGold Ashanti is aware, which may have, or have had during the 12 months preceding the date of
this circular, a material effect on the financial position of the AngloGold Ashanti Group.
9.
DIRECTORS’ RESPONSIBILITY
The directors, whose names are given in paragraph 7.1 on page 15 of this circular, collectively and
individually, accept full responsibility for the accuracy of the information given and certify that, to the best
of their knowledge and belief, there are no facts, that have been omitted which would make any
statement false or misleading, and that all reasonable enquiries to ascertain such facts have been made
and that the circular contains all information required by the Listings Requirements.
individually, accept full responsibility for the accuracy of the information given and certify that, to the best
of their knowledge and belief, there are no facts, that have been omitted which would make any
statement false or misleading, and that all reasonable enquiries to ascertain such facts have been made
and that the circular contains all information required by the Listings Requirements.
17
10. GENERAL MEETING
Attached to and forming part of this circular is a notice convening a general meeting to be held at 10:00
South African time on Thursday, 30 July 2009 in The Auditorium, 76 Jeppe Street, Newtown,
Johannesburg, South Africa, in order to consider and, if deemed fit, pass, with or without modification,
an ordinary resolution granting specific authority.
South African time on Thursday, 30 July 2009 in The Auditorium, 76 Jeppe Street, Newtown,
Johannesburg, South Africa, in order to consider and, if deemed fit, pass, with or without modification,
an ordinary resolution granting specific authority.
Certificated shareholders and dematerialised “own name” shareholders whose name appears on the
sub-register maintained by their CSDP or broker, who are unable to attend the general meeting and wish
to be represented thereat, must complete and return the attached form of proxy in accordance with the
instructions contained therein, so as to reach the share registrars in South Africa, the United Kingdom,
Australia or Ghana by no later than 10:00 on Tuesday, 28 July 2009. The addresses of the share
registrars are set out on the cover of this circular.
sub-register maintained by their CSDP or broker, who are unable to attend the general meeting and wish
to be represented thereat, must complete and return the attached form of proxy in accordance with the
instructions contained therein, so as to reach the share registrars in South Africa, the United Kingdom,
Australia or Ghana by no later than 10:00 on Tuesday, 28 July 2009. The addresses of the share
registrars are set out on the cover of this circular.
Dematerialised shareholders (other than dematerialised own name shareholders) must advise their
CSDP or broker of their voting instructions should they wish to be represented at the general meeting.
If, however, such dematerialised shareholders wish to attend the general meeting in person, they will
need to request their CSDP or broker to provide them with the necessary Letter of Representation in
terms of the custody agreement.
CSDP or broker of their voting instructions should they wish to be represented at the general meeting.
If, however, such dematerialised shareholders wish to attend the general meeting in person, they will
need to request their CSDP or broker to provide them with the necessary Letter of Representation in
terms of the custody agreement.
11. CONSENTS
The legal advisers, auditors and reporting accountants, sponsor, United Kingdom secretaries, share
registrars and ADS depositary to AngloGold Ashanti have consented in writing to act in the capacity
stated and to their reports, if any, and their names being included in this circular and have not withdrawn
their consent prior to publication of this circular.
registrars and ADS depositary to AngloGold Ashanti have consented in writing to act in the capacity
stated and to their reports, if any, and their names being included in this circular and have not withdrawn
their consent prior to publication of this circular.
12. DOCUMENTS AVAILABLE FOR INSPECTION
The following documents, or copies thereof, will be available for inspection by shareholders from the
date of this circular, 29 June 2009, up to and including 30 July 2009, during normal business hours on
business days at the undermentioned locations:
date of this circular, 29 June 2009, up to and including 30 July 2009, during normal business hours on
business days at the undermentioned locations:
– Offering Circular dated 18 May 2009;
– Paying, Transfer and Conversion Agency Agreement dated 22 May 2009;
– Trust Deed dated 22 May 2009;
– Restricted Deposit Agreement dated 22 May 2009;
– Memorandum and articles of association of AngloGold Ashanti;
– Audited financial statements of AngloGold Ashanti for the three financial years ended 31 December
2006, 2007 and 2008;
– Mineral Resource and Ore Reserve Report 2008;
– Independent reporting accountants’ report (Annexure A to this circular);
– Consent letters referred to in paragraph 11; and
– Service agreements for the two executive directors.
18
OFFICES
UNITED KINGDOM SECRETARIES
South Africa
Australia
St James’s Corporate Services Limited
76 Jeppe Street
Level 13, St Martins Tower
6 St James’s Place
Newtown
44 St George’s Terrace
London SW1A 1NP
Johannesburg 2001
Perth, WA 6000
England
South Africa
Australia
SHARE REGISTRARS
South Africa
Australia
United Kingdom
Computershare Investor Services
Computershare Investor Services Pty Limited
Computershare Investor Services PLC
(Pty) Limited
Level 2, 45 St George’s Terrace
PO Box 82, The Pavilions
Ground Floor, 70 Marshall Street
Perth, WA 6000
Bridgwater Road
Johannesburg 2001
Australia
Bristol BS99 7NH
South Africa
England
Ghana
NTHC Limited
Martco House
Off Kwame Nkrumah Avenue
Accra
Ghana
Martco House
Off Kwame Nkrumah Avenue
Accra
Ghana
By order of the Board
Ms L Eatwell
Company Secretary
Company Secretary
Johannesburg
South Africa
South Africa
29 June 2009
Registered office and postal address
76 Jeppe Street, Newtown
Johannesburg 2001
(PO Box 62117, Marshalltown 2107)
South Africa
Johannesburg 2001
(PO Box 62117, Marshalltown 2107)
South Africa
19
ANNEXURE A
REPORTING ACCOUNTANTS’ REPORT ON THE
PRO FORMA CONSOLIDATED
BALANCE SHEET AND PRO FORMA FINANCIAL EFFECTS OF THE OFFERING AND
CONVERSION OF THE CONVERTIBLE BONDS
BALANCE SHEET AND PRO FORMA FINANCIAL EFFECTS OF THE OFFERING AND
CONVERSION OF THE CONVERTIBLE BONDS
The Directors
AngloGold Ashanti Limited
76 Jeppe Street
Newtown
2001
AngloGold Ashanti Limited
76 Jeppe Street
Newtown
2001
23 June 2009
INDEPENDENT REPORTING ACCOUNTANTS’ REPORT ON THE UNAUDITED
PRO FORMA FINANCIAL
INFORMATION OF ANGLOGOLD ASHANTI LIMITED
INTRODUCTION
The directors of AngloGold Ashanti Limited (‘AngloGold Ashanti’) are seeking the granting to and approval
of a specific authority for AngloGold Ashanti directors to allot and issue up to a maximum of 15,384,615
ordinary shares of R0.25 each in the share capital of AngloGold Ashanti underlying the AngloGold Ashanti
ADSs issuable upon the conversion of the US$732,500,000 3.50 percent Convertible Bonds due 22 May,
2014 issued by AngloGold Ashanti Holdings Finance plc, a wholly-owned subsidiary of AngloGold Ashanti.
The transaction is called ‘the convertible bonds transaction’.
REPORT ON THE UNAUDITED PRO FORMA FINANCIAL INFORMATION
We have performed our limited assurance engagement in respect of the unaudited pro forma financial
effects and the unaudited pro forma consolidated balance sheet and income statement as set out in
paragraph 6 of the circular to shareholders, to be dated on or about 29 June 2009 (collectively, “the
pro forma financial information”) issued in connection with the convertible bonds transaction that is the
subject of the circular of AngloGold Ashanti.
The pro forma financial information has been prepared in accordance with the requirements of the Listings
Requirements of the JSE Limited (“JSE”), for illustrative purposes only, to provide information about how the
convertible bonds transaction might have affected the reported historical financial information presented,
had the corporate action been undertaken at the commencement of the period or at the date of the pro forma
balance sheet being reported on.
DIRECTORS’ RESPONSIBILITY
The directors of AngloGold Ashanti are responsible for the compilation, contents and presentation of the
pro forma financial information contained in the circular and for the financial information from which it has
been prepared. Their responsibility includes determining that: the pro forma financial information has been
properly compiled on the basis stated; the basis is consistent with the accounting policies of AngloGold
Ashanti; and the pro forma adjustments are appropriate for the purposes of the pro forma financial
information disclosed in terms of the JSE Listings Requirements.
of a specific authority for AngloGold Ashanti directors to allot and issue up to a maximum of 15,384,615
ordinary shares of R0.25 each in the share capital of AngloGold Ashanti underlying the AngloGold Ashanti
ADSs issuable upon the conversion of the US$732,500,000 3.50 percent Convertible Bonds due 22 May,
2014 issued by AngloGold Ashanti Holdings Finance plc, a wholly-owned subsidiary of AngloGold Ashanti.
The transaction is called ‘the convertible bonds transaction’.
REPORT ON THE UNAUDITED PRO FORMA FINANCIAL INFORMATION
We have performed our limited assurance engagement in respect of the unaudited pro forma financial
effects and the unaudited pro forma consolidated balance sheet and income statement as set out in
paragraph 6 of the circular to shareholders, to be dated on or about 29 June 2009 (collectively, “the
pro forma financial information”) issued in connection with the convertible bonds transaction that is the
subject of the circular of AngloGold Ashanti.
The pro forma financial information has been prepared in accordance with the requirements of the Listings
Requirements of the JSE Limited (“JSE”), for illustrative purposes only, to provide information about how the
convertible bonds transaction might have affected the reported historical financial information presented,
had the corporate action been undertaken at the commencement of the period or at the date of the pro forma
balance sheet being reported on.
DIRECTORS’ RESPONSIBILITY
The directors of AngloGold Ashanti are responsible for the compilation, contents and presentation of the
pro forma financial information contained in the circular and for the financial information from which it has
been prepared. Their responsibility includes determining that: the pro forma financial information has been
properly compiled on the basis stated; the basis is consistent with the accounting policies of AngloGold
Ashanti; and the pro forma adjustments are appropriate for the purposes of the pro forma financial
information disclosed in terms of the JSE Listings Requirements.
20
REPORTING ACCOUNTANTS’ RESPONSIBILITY
Our responsibility is to express our limited assurance conclusion on the
pro forma financial information
included in the circular to AngloGold Ashanti shareholders. We conducted our assurance engagement in
accordance with the International Standard on Assurance Engagements applicable to Assurance
Engagements Other Than Audits or Reviews of Historical Financial Information and the Guide on Pro forma
Financial Information issued by SAICA. This standard requires us to obtain sufficient appropriate evidence
on which to base our conclusion. We do not accept any responsibility for any reports previously given by us
on any financial information used in the compilation of the pro forma financial information, beyond that owed
to those to whom those reports were addressed by us at the dates of their issue.
included in the circular to AngloGold Ashanti shareholders. We conducted our assurance engagement in
accordance with the International Standard on Assurance Engagements applicable to Assurance
Engagements Other Than Audits or Reviews of Historical Financial Information and the Guide on Pro forma
Financial Information issued by SAICA. This standard requires us to obtain sufficient appropriate evidence
on which to base our conclusion. We do not accept any responsibility for any reports previously given by us
on any financial information used in the compilation of the pro forma financial information, beyond that owed
to those to whom those reports were addressed by us at the dates of their issue.
SOURCES OF INFORMATION AND WORK PERFORMED
Our procedures consisted primarily of comparing the unadjusted financial information with the source
documents, considering the pro forma adjustments in light of the accounting policies of AngloGold Ashanti
the issuer, considering the evidence supporting the pro forma adjustments and discussing the adjusted pro
forma financial information with the directors of the company in respect of the corporate action that is the
subject of this circular. In arriving at our conclusion, we have relied upon financial information prepared by
the directors of AngloGold Ashanti and other information from various public, financial and industry sources.
While our work performed has involved an analysis of the historical published audited financial information
and other information provided to us, our assurance engagement does not constitute an audit or review of
any of the underlying financial information conducted in accordance with International Standards on
Auditing or International Standards on Review Engagements and accordingly, we do not express an audit
or review opinion.
In a limited assurance engagement, the evidence-gathering procedures are more limited than for a
reasonable assurance engagement and therefore less assurance is obtained than in a reasonable
assurance engagement. We believe our evidence obtained is sufficient and appropriate to provide a basis
for our conclusion.
CONCLUSION
documents, considering the pro forma adjustments in light of the accounting policies of AngloGold Ashanti
the issuer, considering the evidence supporting the pro forma adjustments and discussing the adjusted pro
forma financial information with the directors of the company in respect of the corporate action that is the
subject of this circular. In arriving at our conclusion, we have relied upon financial information prepared by
the directors of AngloGold Ashanti and other information from various public, financial and industry sources.
While our work performed has involved an analysis of the historical published audited financial information
and other information provided to us, our assurance engagement does not constitute an audit or review of
any of the underlying financial information conducted in accordance with International Standards on
Auditing or International Standards on Review Engagements and accordingly, we do not express an audit
or review opinion.
In a limited assurance engagement, the evidence-gathering procedures are more limited than for a
reasonable assurance engagement and therefore less assurance is obtained than in a reasonable
assurance engagement. We believe our evidence obtained is sufficient and appropriate to provide a basis
for our conclusion.
CONCLUSION
Based on our examination of the evidence obtained, nothing has come to our attention, which causes us to
believe that:
believe that:
• the pro forma financial information has not been properly compiled on the basis stated;
• such basis is inconsistent with the accounting policies of the issuer;
• the adjustments are not appropriate for the purposes of the
pro forma financial information as disclosed
in terms of the Sections 8.17 and 8.30 JSE Listings Requirements.
Ernst & Young Inc.
Registered Auditor
Wanderers Office Park
52 Corlett Drive, Illovo
Johannesburg
Registered Auditor
Wanderers Office Park
52 Corlett Drive, Illovo
Johannesburg
21
ANNEXURE B
SHARE PRICE HISTORY
The high, low and closing prices of the AngloGold Ashanti ordinary shares on the JSE and the volumes
traded were as follows:
traded were as follows:
High
Low
Closing
Volume
(cents)
(cents)
(cents)
(shares)
Quarter ended
30 June 2007
35,322
26,100
26,710
33,362,684
30 September 2007
33,600
25,400
32,620
43,540,755
31 December 2007
34,100
27,781
29,300
109,465,959
31 March 2008
34,900
24,801
27,201
81,817,711
30 June 2008
31,145
23,053
26,885
58,379,585
30 September 2008
28,300
17,201
19,200
76,889,800
31 December 2008
28,460
15,011
25,200
89,568,300
31 March 2009
36,900
23,206
34,500
141,566,376
Month ended
30 June 2008
27,975
23,053
26,885
21,992,600
31 July 2008
28,300
23,300
24,125
25,329,700
31 August 2008
24,125
19,622
20,850
21,327,600
30 September 2008
21,500
17,201
19,200
30,232,500
31 October 2008
21,643
15,011
18,849
44,052,800
30 November 2008
23,000
15,103
21,900
21,543,700
31 December 2008
28,460
20,400
25,200
23,971,800
31 January 2009
30,548
23,206
28,625
27,742,396
28 February 2009
33,298
25,152
29,750
36,096,922
31 March 2009
36,900
29,511
34,500
77,727,058
30 April 2009
35,789
25,950
26,180
28,904,014
31 May 2009
34,600
26,200
34,600
26,929,067
Daily
11 May 2009
30,970
29,405
30,540
1,042,138
12 May 2009
31,685
30,002
31,450
1,417,044
13 May 2009
32,500
31,300
31,941
1,542,080
14 May 2009
31,600
30,100
31,221
1,070,616
15 May 2009
32,700
31,100
32,400
683,458
18 May 2009
32,100
29,700
30,250
1,481,924
19 May 2009
30,064
29,201
30,050
1,558,948
20 May 2009
31,301
30,215
30,960
1,290,506
21 May 2009
31,852
30,500
30,650
1,099,443
22 May 2009
31,998
31,249
31,521
1,417,740
25 May 2009
32,800
30,601
32,417
1,228,487
26 May 2009
32,397
30,900
31,501
1,421,986
27 May 2009
32,159
31,000
31,290
753,508
28 May 2009
32,724
30,885
32,500
1,462,351
29 May 2009
34,600
32,700
34,600
2,320,504
22
High
Low
Closing
Volume
(cents)
(cents)
(cents)
(shares)
Daily
1 June 2009
34,489
32,455
33,405
1,501,037
2 June 2009
33,998
32,205
33,800
1,229,910
3 June 2009
34,186
32,680
33,298
1,216,040
4 June 2009
33,099
31,900
33,099
820,551
5 June 2009
33,699
31,031
31,500
535,555
8 June 2009
31,998
30,800
31,450
831,203
9 June 2009
32,977
31,307
31,953
825,137
10 June 2009
32,390
31,310
31,820
743,366
11 June 2009
31,889
30,255
30,451
755,587
12 June 2009
30,797
29,400
29,600
826,714
15 June 2009
29,721
28,728
29,350
809,356
17 June 2009
29,629
28,736
29,600
982,394
18 June 2009
30,113
29,120
29,800
1,940,060
19 June 2009
30,790
29,246
30,790
955,969
22 June 2009
30,950
28,901
28,901
982,760
Source : I-Net
23
ANGLOGOLD ASHANTI LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1944/017354/06)
ISIN: ZAE000043485
JSE share code: ANG
(“AngloGold Ashanti” or the “Company”)
NOTICE OF GENERAL MEETING
Notice is hereby given that a general meeting of shareholders of AngloGold Ashanti will be held at 10:00
(South African time) on Thursday, 30 July 2009, in The Auditorium, 76 Jeppe Street, Newtown,
Johannesburg, South Africa, for the purpose of considering and, if deemed fit, passing, with or without
modification, the following ordinary resolution:
(South African time) on Thursday, 30 July 2009, in The Auditorium, 76 Jeppe Street, Newtown,
Johannesburg, South Africa, for the purpose of considering and, if deemed fit, passing, with or without
modification, the following ordinary resolution:
ORDINARY RESOLUTION
“Resolved as an ordinary resolution that, subject to the provisions of the Companies Act, 1973, as amended,
and the Listings Requirements of the JSE Limited from time to time, 15,384,615 ordinary shares of
R0.25 each in the authorised but unissued share capital of the Company are placed under the control of the
directors of the Company, as a specific authority and approval, to allot and issue up to a maximum of
15,384,615 ordinary shares of R0.25 each in the authorised but unissued share capital of the Company, for
the purpose of the conversion of the US$732,500,000 3.50 percent Convertible Bonds due 2014, issued by
AngloGold Ashanti Holdings Finance plc, a wholly-owned subsidiary of the Company, and irrevocably
guaranteed by the Company.”
and the Listings Requirements of the JSE Limited from time to time, 15,384,615 ordinary shares of
R0.25 each in the authorised but unissued share capital of the Company are placed under the control of the
directors of the Company, as a specific authority and approval, to allot and issue up to a maximum of
15,384,615 ordinary shares of R0.25 each in the authorised but unissued share capital of the Company, for
the purpose of the conversion of the US$732,500,000 3.50 percent Convertible Bonds due 2014, issued by
AngloGold Ashanti Holdings Finance plc, a wholly-owned subsidiary of the Company, and irrevocably
guaranteed by the Company.”
REASON FOR THE ORDINARY RESOLUTION
The reason for proposing the above ordinary resolution is to seek a specific authority and approval for the
directors of the Company to allot and issue up to 15,384,615 ordinary shares of R0.25 each in the authorised
but unissued share capital of the Company at an initial conversion price of US$47.6126 per AngloGold
Ashanti ADS, subject to adjustment, for purposes of the conversion of the US$732,500,000 3.5 percent
convertible bonds issued by AngloGold Ashanti Holdings Finance plc into AngloGold Ashanti American
Depositary Shares issuable upon exercise of conversion rights attached to the Convertible Bonds.
directors of the Company to allot and issue up to 15,384,615 ordinary shares of R0.25 each in the authorised
but unissued share capital of the Company at an initial conversion price of US$47.6126 per AngloGold
Ashanti ADS, subject to adjustment, for purposes of the conversion of the US$732,500,000 3.5 percent
convertible bonds issued by AngloGold Ashanti Holdings Finance plc into AngloGold Ashanti American
Depositary Shares issuable upon exercise of conversion rights attached to the Convertible Bonds.
VOTING AND PROXIES
In terms of the Listings Requirements of the JSE Limited, the issue of the AngloGold Ashanti ordinary shares
in terms of the specific authority and approval granted in terms of the ordinary resolution will constitute an
issue of shares for cash and accordingly the ordinary resolution is, in terms of such Listings Requirements,
required to be passed by a majority of 75 percent of votes exercisable by shareholders present or
represented at the general meeting.
in terms of the specific authority and approval granted in terms of the ordinary resolution will constitute an
issue of shares for cash and accordingly the ordinary resolution is, in terms of such Listings Requirements,
required to be passed by a majority of 75 percent of votes exercisable by shareholders present or
represented at the general meeting.
A shareholder entitled to attend and vote at the general meeting may appoint one or more proxies to attend,
speak and, on a poll, vote in his/her stead. A proxy need not be a shareholder of the Company.
speak and, on a poll, vote in his/her stead. A proxy need not be a shareholder of the Company.
Certificated shareholders and dematerialised “own name” shareholders (whose name appears on the sub-
register maintained by their CSDP or broker), who are unable to attend the general meeting and wish to be
represented thereat, must complete and return the attached form of proxy in accordance with the
instructions contained therein, so as to reach the Company’s share registrars in South Africa, the United
register maintained by their CSDP or broker), who are unable to attend the general meeting and wish to be
represented thereat, must complete and return the attached form of proxy in accordance with the
instructions contained therein, so as to reach the Company’s share registrars in South Africa, the United
24
Kingdom, Australia or Ghana by no later than 10:00 (South African time) on Tuesday, 28 July 2009. The
addresses of the share registrars are on the cover of the circular of which this notice forms part.
addresses of the share registrars are on the cover of the circular of which this notice forms part.
Duly completed AngloGold Ashanti CDI voting instruction forms must be received by the share registrars in
Perth, Australia, by 10:00 (Perth time) on Monday, 27 July 2009.
Perth, Australia, by 10:00 (Perth time) on Monday, 27 July 2009.
In accordance with the AngloGold Ashanti Ghanaian Depositary Shares (“GhDSs”) Agreement dated
26 April 2004, the Depositary will mail all appropriate notice, together with a voting instruction form, to
holders of GhDSs. Holders of GhDSs may direct the Depositary via the voting instruction form to vote on their
behalf in the manner such holders may direct.
26 April 2004, the Depositary will mail all appropriate notice, together with a voting instruction form, to
holders of GhDSs. Holders of GhDSs may direct the Depositary via the voting instruction form to vote on their
behalf in the manner such holders may direct.
Dematerialised shareholders (other than dematerialised “own name” shareholders) must advise their CSDP
or broker of their voting instructions should they wish to be represented at the general meeting. If, however,
such shareholders wish to attend the general meeting in person, they will need to request their CSDP or
broker to provide them with the necessary Letter of Representation in terms of the custody agreement
entered into between the dematerialised shareholder and the CSDP or broker.
or broker of their voting instructions should they wish to be represented at the general meeting. If, however,
such shareholders wish to attend the general meeting in person, they will need to request their CSDP or
broker to provide them with the necessary Letter of Representation in terms of the custody agreement
entered into between the dematerialised shareholder and the CSDP or broker.
Shareholders may also use the electronic online proxy voting facility for purposes of instructing their CSDP
or broker as to how they wish to vote. In order for shareholders to use their online proxy voting facility, which
is free of charge, it is necessary to register for the service via the website http://www.investorportal.co.za
(click on the AngloGold Ashanti icon). Registration is free of charge. A demonstration of the electronic online
proxy voting process may be viewed on http://www.investorportal.co.za
or broker as to how they wish to vote. In order for shareholders to use their online proxy voting facility, which
is free of charge, it is necessary to register for the service via the website http://www.investorportal.co.za
(click on the AngloGold Ashanti icon). Registration is free of charge. A demonstration of the electronic online
proxy voting process may be viewed on http://www.investorportal.co.za
By order of the Board
Lynda Eatwell
Company Secretary
Company Secretary
Johannesburg
South Africa
29 June 2009
South Africa
29 June 2009
ANGLOGOLD ASHANTI LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1944/017354/06)
ISIN: ZAE000043485
JSE share code: ANG
(“AngloGold Ashanti” or the “Company”)
FORM OF PROXY
THIS FORM OF PROXY IS ONLY TO BE COMPLETED BY THOSE ANGLOGOLD ASHANTI SHAREHOLDERS WHO HOLD
ORDINARY SHARES IN CERTIFICATED FORM OR RECORDED IN SUB-REGISTERED DEMATERIALISED ELECTRONIC FORM
IN “OWN NAME”. OTHER ANGLOGOLD ASHANTI SHAREHOLDERS WHO HOLD DEMATERIALISED ORDINARY SHARES ARE
REQUIRED TO REFER TO PARAGRAPH 2 OF THE “NOTES” FOR FURTHER INSTRUCTIONS.
ORDINARY SHARES IN CERTIFICATED FORM OR RECORDED IN SUB-REGISTERED DEMATERIALISED ELECTRONIC FORM
IN “OWN NAME”. OTHER ANGLOGOLD ASHANTI SHAREHOLDERS WHO HOLD DEMATERIALISED ORDINARY SHARES ARE
REQUIRED TO REFER TO PARAGRAPH 2 OF THE “NOTES” FOR FURTHER INSTRUCTIONS.
I/We
(Full Name in BLOCK LETTERS)
of
(Address in BLOCK LETTERS)
being a shareholder(s) of the Company, holding
ordinary shares of R0.25 each in AngloGold Ashanti, do
hereby appoint:
1.
or failing him/her,
2.
or, failing him/her,
3.
the chairman of the general meeting
as my/our proxy to attend, speak and, on a poll, vote on my/our behalf at the general meeting of shareholders to be held in The
Auditorium, 76 Jeppe Street, Newtown, Johannesburg, on Thursday, 30 July 2009, at 10:00 (South African time) and at any
adjournment thereof, and to vote or abstain from voting as follows on the ordinary resolution to be proposed at such meeting:
Auditorium, 76 Jeppe Street, Newtown, Johannesburg, on Thursday, 30 July 2009, at 10:00 (South African time) and at any
adjournment thereof, and to vote or abstain from voting as follows on the ordinary resolution to be proposed at such meeting:
Please indicate with an “X” in the appropriate spaces how votes are to be cast
Please indicate with an “X” in the appropriate spaces how votes
are to be cast
are to be cast
For
Against
Abstain
Ordinary Resolution
Specific authority and approval to the directors to issue ordinary shares for the
purposes of the conversion rights attaching to the US$732,500,000 3.50 percent
convertible bonds issued by AngloGold Ashanti Finance plc, a wholly-owned
subsidiary of the Company, and irrevocably guaranteed by the Company
purposes of the conversion rights attaching to the US$732,500,000 3.50 percent
convertible bonds issued by AngloGold Ashanti Finance plc, a wholly-owned
subsidiary of the Company, and irrevocably guaranteed by the Company
A shareholder entitled to attend and vote at the abovementioned meeting may appoint a proxy or proxies to attend, speak and, on a
poll, vote in his/her stead. A proxy need not be a shareholder of the Company.
poll, vote in his/her stead. A proxy need not be a shareholder of the Company.
Every person present and entitled to vote at the general meeting as a shareholder or as a representative of a body corporate shall on
a show of hands have one vote only, irrespective of the number of shares such person holds or represents, but in the event of a poll,
every share shall have one vote.
a show of hands have one vote only, irrespective of the number of shares such person holds or represents, but in the event of a poll,
every share shall have one vote.
Signed at
on
2009
Name in BLOCK LETTERS
Signature
(Initials and surname of joint holders, if any)
Please read the notes on the reverse side hereof
This form of proxy is not for use by holders of American Depositary Shares, CHESS Depositary Interests and Ghanaian
Depositary Shares
Depositary Shares
I
NOTES:
1. A form of proxy is only to be completed by those ordinary shareholders who are:
1.1
holding ordinary shares in certificated form; or
1.2
recorded in sub-registered dematerialised electronic form in “own name”.
2. Shareholders who have dematerialised their shares (other than those whose shareholding is recorded in their own name in the
sub-register maintained by their CSDP) who wish to attend the general meeting in person, will need to request their CSDP to
provide them with the necessary Letter of Representation in terms of the custody agreement entered into between the
dematerialised shareholder and the CSDP.
provide them with the necessary Letter of Representation in terms of the custody agreement entered into between the
dematerialised shareholder and the CSDP.
3. A signatory to this form of proxy may insert the name of a proxy or the name of an alternative proxy of the signatory’s choice in the
blank spaces provided with or without deleting “the chairman of the general meeting”, but any such deletion must be signed in
full by the signatory. Any insertion or deletion not complying with the aforegoing will be deemed not to have been validly effected.
The person present at the general meeting whose name appears first on the list of names overleaf, shall be the validly appointed
proxy for the shareholder at the general meeting.
full by the signatory. Any insertion or deletion not complying with the aforegoing will be deemed not to have been validly effected.
The person present at the general meeting whose name appears first on the list of names overleaf, shall be the validly appointed
proxy for the shareholder at the general meeting.
4. A shareholder’s instructions to the proxy must be indicated in the appropriate spaces provided. A shareholder or the proxy is not
obliged to use all the votes exercisable by the shareholder or by the proxy, or to cast all those votes in the same way, but the total
of votes cast, and in respect whereof abstention is directed, may not exceed the total of the votes exercisable by the shareholder
or the proxy. Failure to comply with the above or to provide voting instructions or the giving of contradictory instructions will be
deemed to authorise the proxy to vote or abstain from voting at the general meeting as he/she deems fit in respect of all the
shareholder’s votes exercisable at the general meeting.
of votes cast, and in respect whereof abstention is directed, may not exceed the total of the votes exercisable by the shareholder
or the proxy. Failure to comply with the above or to provide voting instructions or the giving of contradictory instructions will be
deemed to authorise the proxy to vote or abstain from voting at the general meeting as he/she deems fit in respect of all the
shareholder’s votes exercisable at the general meeting.
5. Any alteration or correction made to this form of proxy must be signed in full and not initialled by the signatory.
6. Documentary evidence establishing the authority of a person signing this form of proxy in a representative capacity must be
attached to this form of proxy unless previously recorded by the share registrars of the Company in South Africa, the United
Kingdom, Australia or Ghana.
Kingdom, Australia or Ghana.
7. When there are joint holders of shares, any one holder may sign the form of proxy.
8. The completion and lodging of this form of proxy will not preclude the shareholder who grants the proxy from attending the general
meeting and speaking and voting in person thereat to the exclusion of any proxy appointed in terms hereof should such
shareholder wish to do so.
shareholder wish to do so.
9. The chairman of the general meeting may reject or accept any form of proxy which is completed and/or received otherwise than
in accordance with these notes, provided that he is satisfied as to the manner in which the shareholder concerned wishes to vote.
10. Completed forms of proxy should be returned to one of the undermentioned addresses by no later than 10:00 (South African time)
on Tuesday, 28 July 2009:
Computershare Investor Services
Ground Floor, 70 Marshall Street, Johannesburg 2001
(Proprietary) Limited
(PO Box 61051, Marshalltown 2107)
South Africa
South Africa
Computershare Investor Services PLC
PO Box 82, The Pavilions, Bridgwater Road
Bristol BS99 7NH, England, United Kingdom
Bristol BS99 7NH, England, United Kingdom
Computershare Investor Services Pty Limited
Level 2, 45 St George’s Terrace, Perth, WA 6000
(GPO Box D182, Perth, WA 6840)
Australia
(GPO Box D182, Perth, WA 6840)
Australia
NTHC Limited
Martco House, Off Kwame Nkrumah Avenue
PO Box K1A 9563 Airport, Accra
Ghana
PO Box K1A 9563 Airport, Accra
Ghana
27
28
PRINTED BY INCE (PTY) LTD
REF. W2CF07559
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 Ashanti Limited
Date: June 29, 2009
By:
/s/ L Eatwell
Name:
L EATWELL
Title: Company Secretary
Title: Company Secretary