– |
AngloGold Ashanti, having disposed of its remaining South African operating assets in 2020, has undertaken a comprehensive review of its domicile and listing structure
|
– |
The review concluded that the most appropriate corporate structure for AngloGold Ashanti Group is a UK corporate domicile with a US primary listing on the New York Stock Exchange (“NYSE”) and secondary listings on the Johannesburg Stock
Exchange (“JSE”) and A2X Markets (“A2X”) in South Africa and on the Ghana Stock Exchange (“GhSE”) in Ghana
|
– |
This change in domicile and listing structure is aligned with the transformation of AngloGold Ashanti’s asset base into a diversified global portfolio of high-quality producing assets and projects. The Company has a long standing and
growing presence in the US and no longer has operating assets in South Africa
|
– |
The proposed changes have a number of benefits that AngloGold Ashanti believes will help facilitate implementation of AngloGold Ashanti’s strategy and greater recognition of its full value, including:
|
o |
A primary listing in the US is expected to create enhanced access to the world’s deepest pools of capital, including the opportunity to improve share trading liquidity
|
o |
The structure builds on a position of strength with AngloGold Ashanti’s secondary listing in the US, through the ADR programme, already generating around two-thirds of daily liquidity, despite US investors currently holding approximately
35% of the share register
|
o |
A US primary listing is expected, in time, to facilitate greater performance and valuation comparisons with the AngloGold Ashanti Group’s more liquid and higher valued North American peers
|
o |
A corporate domicile in the UK uses a well proven, low-risk and attractive jurisdiction for the AngloGold Ashanti Group and minimizes incremental costs for shareholders
|
o |
The broader investment appeal and regulatory environment is expected to enhance strategic and financing flexibility
|
o |
Minimal overall disruption for shareholders and other stakeholders
|
– |
A number of inter-conditional steps will be taken to implement the corporate restructuring (collectively, the “Proposed Transaction”), including:
|
o |
A new UK incorporated company, AngloGold Ashanti (UK) Limited (to be re-registered as a public limited company and renamed AngloGold Ashanti plc) (“AngloGold Ashanti plc”), will make an offer to purchase 100% of AngloGold Ashanti Holdings
plc (“AGAH”) which, upon acceptance of the offer, will result in AngloGold Ashanti plc holding all of AngloGold Ashanti’s operations and assets located outside South Africa
|
o |
AngloGold Ashanti plc will then acquire all the issued shares of AngloGold Ashanti in exchange for the issue of new AngloGold Ashanti plc ordinary shares (“AngloGold Ashanti plc Shares”) through a scheme of arrangement in terms of section
114 of the South African Companies Act 2008 (“Companies Act”) between AngloGold Ashanti and its shareholders (the “Scheme”)
|
o |
Upon implementation of the Scheme, AngloGold Ashanti shares (“AGA Shares”) will be delisted from all the exchanges on which they are listed and AngloGold Ashanti plc will seek a primary listing on the NYSE, with secondary listings on the
JSE, A2X and GhSE
|
– |
If successfully completed, the Proposed Transaction will result in:
|
o |
The new holding company, AngloGold Ashanti plc, owning all of the Company’s current assets with:
|
● |
The same underlying shareholders as AngloGold Ashanti immediately prior to implementation of the Proposed Transaction
|
● |
No change of economic substance to the AngloGold Ashanti Group, save for the costs of implementation of the Proposed Transaction
|
● |
A primary listing on the NYSE
|
● |
Secondary listings on the JSE, A2X and GhSE
|
o |
AngloGold Ashanti plc being subject to English company law
|
o |
No changes to the withholding tax rates for South African shareholders and no South African withholding tax on dividends for other shareholders
|
o |
South African shareholders being able to hold AngloGold Ashanti plc Shares on the South African branch register of AngloGold Ashanti plc without using their foreign investment allowance and continue to trade their AngloGold Ashanti plc
Shares on the South African capital markets
|
– |
Relevant approvals to implement the Proposed Transaction have been obtained from the South African Reserve Bank in accordance with the South African Exchange Control Regulations
|
– |
There are once-off costs in implementing the Proposed Transaction:
|
o |
The total costs of the Proposed Transaction are estimated to be in the order of c. 5% of the prevailing market capitalisation of AngloGold Ashanti, comprising primarily taxes payable in South Africa
|
o |
The actual taxes payable will depend on factors including the market value of the Company and the prevailing ZAR/US$ exchange rate at the time of implementation of the Proposed Transaction
|
o |
The cost of the Proposed Transaction will be funded from available cash resources and existing debt facilities
|
1. |
Introduction
|
2. |
Rationale
|
– |
Enhanced access to the world’s deepest pools of capital
|
o |
The primary listing in the US is expected to increase access and broaden appeal to North American and other international investors
|
o |
This enhanced position could generate incremental demand and share trading liquidity from an existing position of strength as the Company’s secondary listing in the US, through the ADR programme, currently accounts for almost two-thirds of
its shares traded each day, despite US investors currently holding approximately 35% of the share register
|
– |
Improved competitive position in line with the Company’s global peers
|
o |
Over time, a US primary listing is expected to facilitate greater performance and valuation comparisons to North American peers, with closer proximity to North American institutional investors and analysts
|
o |
Major global gold-mining peers with primary listings in North America are currently valued, on average, at a premium of more than 25% to AngloGold Ashanti on the basis of consensus 2024E EV / EBITDA multiples. Furthermore, share trading
liquidity on the NYSE of the North American peer group is well above 50% higher relative to AngloGold Ashanti
|
– |
Corporate domicile in a leading, low risk jurisdiction
|
o |
The AngloGold Ashanti Group is familiar with English law given that AGAH, the Company’s principal holding company subsidiary has been a tax resident and headquartered in the UK since 2017. This move therefore builds upon established
corporate infrastructure, relationships and knowledge
|
o |
Efficient legal, regulatory and tax framework for the AngloGold Ashanti Group and shareholders which is expected to enhance both strategic and financing flexibility, thereby broadening investment appeal
|
– |
Minimal disruption for existing stakeholders
|
o |
Builds upon established listings and pools of liquidity. In addition to the listing of AngloGold Ashanti plc Shares on the NYSE, thereby becoming the primary listing venue, AngloGold Ashanti plc will seek secondary listings on the JSE, A2X
and GhSE
|
o |
No changes to the Board and management to result from the Proposed Transaction, with the focus remaining on executing existing strategy
|
o |
No job losses to result from the Proposed Transaction with certain core corporate functions servicing the global business retaining a presence in South Africa.
|
o |
No changes to the withholding tax rates for South African shareholders and no South African withholding tax on dividends for other shareholders as a result of the Proposed Transaction
|
o |
South African shareholders being able to hold AngloGold Ashanti plc Shares on the South African branch register of AngloGold Ashanti plc without using their foreign investment allowance and continue to trade their AngloGold Ashanti plc
Shares on the South African capital markets
|
3. |
Information about AngloGold Ashanti and AngloGold Ashanti plc
|
– |
Prioritise people, safety, health, environment and communities. This strategic focus area embodies the Company’s corporate ethos and encompasses
its sustainability performance. It underpins the Company’s business strategy and the delivery of sustained, long-term value creation and is aligned with its values and responsibilities as a corporate citizen. This strategic focus area
covers the Company’s employees, their safety, health and wellbeing, communities and the environment
|
– |
Maintain financial flexibility. The Company must ensure its balance sheet is able to meet its core funding needs
|
– |
Optimise overhead, costs and capital expenditure. All spending decisions must be thoroughly scrutinised to ensure they are optimally structured
and necessary to fulfil the Company’s core business objectives.
|
– |
Improve portfolio quality. The Company builds on its portfolio quality through projects such as the Full Asset Potential programme to ensure
optimal mine performance. The Company is flexible in delivering on its mine plans, allowing for the best results, as it progresses its projects and replaces its production with a growing mineral reserve and mineral resource base
|
– |
Maintain long-term optionality. As part of focused and responsible management of its mineral resource and mineral reserve, the Company’s
exploration programme and related planning is vital in optimising the operating lives of its portfolio. Through continued exploration and the acquisition of properties that are a good fit with its business and offer reserve potential, the
Company adds to its long-term sustainability
|
– | Focusing only on work required to deliver the strategy |
– | Clarifying the mandates of corporate functions |
– | Properly resourcing our revenue-generating assets to deliver on their plans |
– | Removing duplicate structures and activities |
4. |
Mechanics and Key Effects of the Proposed Transaction
|
– | AngloGold Ashanti will hold the AngloGold Ashanti plc Founder Share and the Preference Shares directly |
– | AngloGold Ashanti plc does not and will not hold any direct or indirect beneficial interests in AGA shares |
– | AngloGold Ashanti shall effect a distribution in specie to the AngloGold Ashanti shareholders, pursuant to which AngloGold Ashanti will direct AngloGold Ashanti plc to issue (via a nominee) new AngloGold Ashanti plc Shares to AngloGold Ashanti shareholders pro rata to their shareholding in AngloGold Ashanti, with the aggregate subscription price paid by AngloGold Ashanti (“Share Allotment”). The Founder Share will be cancelled, and the Preference Shares redeemed, to create a mirror share register to that of AngloGold Ashanti in AngloGold Ashanti plc |
– | AngloGold Ashanti will accept the offer from AngloGold Ashanti plc to purchase AngloGold Ashanti’s 100% interest in AGAH at fair market value with the consideration being settled by the issue of AngloGold Ashanti plc debt instruments to AngloGold Ashanti (“AGAH Sale”) |
– | AngloGold Ashanti plc will propose the Scheme pursuant to which AngloGold Ashanti plc will acquire all of the AGA Shares in exchange for the right and obligation to subscribe for AngloGold Ashanti plc Shares which will be allotted and issued directly (via a nominee) to AngloGold Ashanti shareholders |
– | AngloGold Ashanti will distribute the debt instruments received as consideration pursuant to the AGAH Sale as a distribution in specie, and these debt instruments received by AngloGold Ashanti plc will then be cancelled |
– | AngloGold Ashanti plc will become the new holding company for the AngloGold Ashanti Group and AngloGold Ashanti plc will have the same underlying shareholders as AngloGold Ashanti had immediately prior to implementation of the Proposed Transaction |
– | There will be no change of economic substance to the AngloGold Ashanti Group, save for the costs of implementation of the Proposed Transaction |
– | The listing of the AGA Shares and AGA ADSs on all stock exchanges will be terminated |
– | The AngloGold Ashanti plc Shares will be listed on the NYSE, with secondary listings on the JSE, A2X and GhSE. |
– | The total costs of the Proposed Transaction are estimated to be in the order of c. 5% of the prevailing market capitalisation of AngloGold Ashanti, comprising primarily taxes payable in South Africa |
– | The actual taxes payable will depend on factors including the market value of the Company and the prevailing ZAR/US$ exchange rate at the time of implementation of the Proposed Transaction |
– | The cost of the Proposed Transaction will be funded from available cash resources and existing debt facilities. |
5. |
Transaction Agreements and Conditions of the Proposed Transaction
|
5.1 |
Transaction Agreements
|
5.2 |
Conditions of the Proposed Transaction
|
– | Such approvals from the JSE as may be required under the JSE Listing Requirements in connection with the Proposed Transaction having been obtained, including the approval of the AngloGold Ashanti plc Pre-Listing Statement (“PLS”) and the admission to listing by way of the secondary listing of all AngloGold Ashanti plc Shares on the main board of the JSE |
– | A declaration having been made by the U.S. Securities and Exchange Commission (“SEC”) confirming the effectiveness of AngloGold Ashanti plc’s registration statement on Form F-4 and no stop order suspending the effectiveness of such registration statement on Form F-4 being in effect and no proceedings for such purpose being pending before or threatened by the SEC |
– |
In accordance with section 114 of the Companies Act and regulation 90 of the regulations made under the Companies Act (the “Regulations”), an independent expert having been
retained by AngloGold Ashanti (the “Independent Expert”) and the Independent Expert having issued a final report dealing with the matters listed in section 114 of the Companies Act and regulation 90 of the Regulations, which
report shall express a fair and reasonable opinion, as required in terms of regulation 110(1) and defined in regulation 81(h) of the Regulations, and the aforementioned report having been distributed to all of the AngloGold
Ashanti shareholders
|
– | AngloGold Ashanti plc having procured that the AngloGold Ashanti plc Shares are approved for listing on the NYSE, subject only to official notice of issuance |
– |
AngloGold Ashanti plc, AngloGold Ashanti and AGAH having executed and delivered to The Bank of New York Mellon (“BONY”), as trustee, in form satisfactory to
BONY acting reasonably, an indenture supplemental to the indenture dated as of 28 April 2010 and entered into between AGAH, AngloGold Ashanti and BONY (the “Original BONY Indenture”), in connection with the
assumption by AngloGold Ashanti plc of the due and punctual performance of the guarantees and the performance or observance of every covenant of AngloGold Ashanti under the Original BONY Indenture
|
– | To the extent required, any other regulatory approvals, consents or rulings necessary to implement the Proposed Transaction having been obtained |
– | AngloGold Ashanti not having received appraisal right demands in respect of AGA Shares, in aggregate, representing more than 3.5% (three and a half percent) of the voting rights attaching to all AGA Shares in issue |
– | All the resolutions required to approve the Proposed Transaction having been passed by the requisite majority of AngloGold Ashanti shareholders, including the resolutions required for the AGAH Sale and the Scheme |
– | Should the implementation of the AGAH Sale and/or the Scheme be subject to approval by a court in terms of the provisions of section 115(2)(c) of the Companies Act, such approval having been obtained |
– |
AngloGold Ashanti not having exercised its right to cancel the Implementation Agreement as a result of the occurrence of a material adverse effect as described below.
|
6. |
Pro forma financial information
|
Before the Proposed
Transaction(1)
|
After the
Proposed
Transaction (2)
|
Effect %
|
||
AngloGold
Ashanti plc
|
AngloGold
Ashanti
|
AngloGold
Ashanti plc
|
AngloGold
Ashanti
|
|
For the year ended 31 December 2022
|
||||
Basic and diluted Earnings Per Share (‘EPS’) (cents) (2)
|
0
|
71
|
(51)
|
n/a
|
Basic and diluted Headline Earnings Per Share (‘HEPS’) (cents) (2)
|
0
|
129
|
7
|
(95%)
|
As at 31 December 2022:
|
||||
Net asset value per share (‘NAVPS’) (cents) (2)
|
0
|
987.58
|
858.10
|
(13%)
|
Tangible net asset value per share (‘TNAVPS’) (cents) (2)
|
0
|
944.10
|
814.62
|
(14%)
|
Total number of shares in issue (‘000) (3a)
|
1
|
418,600,473
|
418,600,473
|
—
|
Total weighted average number of shares in issue (‘000)(3b)
|
1
|
420,197,062
|
420,197,062
|
—
|
1. |
The financial information of AngloGold Ashanti in the “Before the Proposed Transaction” column has been extracted without adjustment from the audited condensed financial statements of AngloGold Ashanti for the year ended 31 December 2022.
|
2. |
The pro forma financial information for the purpose of the EPS and HEPS in the “After the Proposed Transaction” column illustrates the effect of the Proposed Transaction on the “Before the Proposed Transaction” financial information as if
the Proposed Transaction had become effective on 1 January 2022 for the year ended December 2022. Transaction costs of $13 million were expensed during 2022 and will not have a continuing effect on the income statement.
|
a. |
The estimated transaction expenses of US$(37) million which will be expensed with a corresponding increase in trade and other payables
|
b. |
The estimated taxes as calculated under current legislation of US$(505) million, consisting of landholder duty amounting to US$(82) million, dividend withholding tax of US$(394) million and
securities transfer tax of US$(29) million based on a share price of $27.18 per share and an exchange rate of ZAR18.27/US$. The securities transfer tax of US$(29) million will be recognised in equity and not affect EPS or HEPS. It will
however impact NAVPS and TNAVPS.
|
3. |
Due to the one for one share exchange ratio, the Proposed Transaction has no effect on:
|
a. |
the number of issued shares as at 31 December 2022 for the purpose of the NAVPS and TNAVPS calculations; and
|
b. |
the weighted number of shares for the year ended 31 December 2022 for the purpose of the EPS and HEPS calculations.
|
7. |
Independent expert opinion and recommendation
|
8. |
Transaction Circulars and key dates
|
9. |
Responsibility statements
|
9.1 |
Independent Board responsibility statement
|
9.2 |
AngloGold Ashanti plc Board responsibility statement
|
Media
|
|
|
|
|
|
Andrea Maxey | +61 08 9435 4603/ +61 400 072 199 | amaxey@anglogoldashanti.com |
|
|
|
Stewart Bailey | +27 81 032 2563 | sbailey@anglogoldashanti.com |
|
|
|
Diana Munro | +27 83 326 5958 | dmunro@brunswick.co.za |
|
|
|
General inquiries |
|
media@anglogoldashanti.com |
|
|
|
Investors |
|
|
|
|
|
Yatish Chowthee | +27 11 637 6273 / +27 78 364 2080 | yrchowthee@anglogoldashanti.com |
|
|
|
Andrea Maxey | +61 08 9435 4603/ +61 400 072 199 | amaxey@anglogoldashanti.com |
|
|
|
Stewart Bailey | +27 81 032 2563 | sbailey@anglogoldashanti.com |