JOHANNESBURG, SOUTH AFRICA -- (Marketwire) -- 09/15/10 -- AngloGold Ashanti (NYSE: AU)
announces pricing of equity offering and mandatory subordinated convertible
bonds offering
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR
INTO AUSTRALIA, CANADA OR JAPAN OR ANY OTHER STATE OR JURISDICTION IN WHICH
IT WOULD BE UNLAWFUL TO DO SO
Equity Offering
AngloGold Ashanti announces that its offering of 15,773,914 AngloGold
Ashanti ordinary shares ('ordinary shares') (and up to an additional
2,366,086 ordinary shares pursuant to an over-allotment option granted to
the underwriters) in the form of ordinary shares or AngloGold Ashanti
American Depositary Shares ('ADSs') (currently each ADS represents one
ordinary share) (the 'Equity Offering') has been priced at US$43.50 per ADS
and ZAR308.37 per ordinary share. AngloGold Ashanti expects to receive
gross proceeds of approximately US$686 million from the Equity Offering
(assuming no exercise of the over-allotment option in respect of the Equity
Offering).
Mandatory Convertible Bonds Offering
AngloGold Ashanti announces the final terms of the offering of
US$686,162,400 mandatory convertible subordinated bonds due 2013, which
will initially be convertible into a maximum of 15,773,913 ADSs (and up to
an additional US$102,924,350 principal amount of such bonds which will
initially be convertible into a maximum of 2,366,087 ADSs pursuant to an
over-allotment option granted to the underwriters) (the 'Mandatory
Convertible Bonds') by its wholly-owned subsidiary, AngloGold Ashanti
Holdings Finance plc (the 'Mandatory Convertible Bonds Offering'). The
Mandatory Convertible Bonds are fully and unconditionally guaranteed by
AngloGold Ashanti on a subordinated basis. The Mandatory Convertible Bonds
will be convertible into ADSs (or, in certain circumstances, the cash value
thereof), and pay a coupon of 6.00% per annum.
Conversion in full of the Mandatory Convertible Bonds (at the initial price
of approximately US$43.50 per ADS) would result in the issuance of a
maximum of 15,773,913 ADSs. The initial price has been set at approximately
US$43.50, being the public offering price on the simultaneous ADS placement
(equivalent to a maximum conversion rate of 1.14943 ADSs per US$50
principal amount of Mandatory Convertible Bonds), and the threshold
appreciation price has been set at approximately US$54.375, a premium of
25% to the initial price (equivalent to a minimum conversion rate of
0.91954 ADSs per US$50 principal amount of Mandatory Convertible Bonds).
AngloGold Ashanti expects to receive gross proceeds of approximately US$686
million from the Mandatory Convertible Bonds Offering (assuming no exercise
of the over-allotment option in respect of the Mandatory Convertible
Offering).
AngloGold Ashanti will apply to list the Mandatory Convertible Bonds on the
New York Stock Exchange.
AngloGold Ashanti shareholders will be requested to grant specific
authority for the directors to issue ordinary shares underlying the ADSs
deliverable upon conversion of the Mandatory Convertible Bonds.
The Equity Offering and the Mandatory Convertible Bonds Offering are
together intended to raise sufficient funds, together with funds drawn from
AngloGold Ashanti's existing credit facilities and cash on hand, to
effectively eliminate AngloGold Ashanti's gold hedging position while
maintaining a strong balance sheet to fund its existing development
projects and exploration initiatives. Pending this, the net proceeds of
the Equity Offering and the Mandatory Convertible Bonds Offering may be
used to reduce AngloGold Ashanti's short-term borrowings and borrowings
outstanding under its revolving credit facility, if any, or retained as
cash in accordance with its cash management policies.
In connection with the Equity Offering and the Mandatory Convertible Bonds
Offering, UBS AG (London Branch) and Morgan Stanley & Co. Incorporated may
over-allot or effect transactions which may support the market price of
AngloGold Ashanti's ordinary shares, ADSs and Mandatory Convertible Bonds
at a level higher than that which might otherwise prevail for a limited
period after the trade date. However, there is no obligation of UBS AG
(London Branch) or Morgan Stanley & Co. Incorporated to do so. Such
stabilising action may under no circumstances continue beyond the 30th
calendar day after the trade date.
Final prospectus supplements for each of the Equity Offering and the
Mandatory Convertible Bonds Offering will be filed with the U.S. Securities
and Exchange Commission as soon as practicable. Copies of the final
prospectus supplements and prospectus may be obtained by calling UBS AG
(London Branch), Attn: Equity Capital Markets, at +44 207 568 0046, its
registered US broker dealer affiliate, UBS Securities LLC at
+1-888-827-7275, or Morgan Stanley & Co. Incorporated at +1-866-718-1649
(toll free).
UBS AG (London Branch) and Morgan Stanley & Co. Incorporated acted as Joint
Bookrunners for the Equity Offering and Mandatory Convertible Offering and
Citigroup Global Markets Limited and Deutsche Bank AG London Branch acted
as Co-bookrunners.
Johannesburg
September 15, 2010
UBS AG (London Branch), Morgan Stanley & Co. Incorporated, Citigroup Global
Markets Limited and Deutsche Bank AG London Branch are acting for AngloGold
Ashanti and no one else in connection with the Equity Offering and
Mandatory Convertible Offering and will not be responsible to anyone other
than AngloGold Ashanti for providing the protections afforded to clients of
UBS AG (London Branch), Morgan Stanley & Co. Incorporated, Citigroup Global
Markets Limited and Deutsche Bank AG London Branch nor for providing advice
in connection with the Equity Offering and Mandatory Convertible Offering.
This announcement shall not constitute an offer to sell or the solicitation
of an offer to buy securities, nor shall there be any sale of the
securities described herein, in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of such jurisdiction.
The offering described in this announcement will only be addressed to and
directed at persons in member states of the European Economic Area, or EEA,
who are 'Qualified Investors' within the meaning of Article 2(1)(e) of the
European Parliament and Council Directive 2003/71/EC, including any measure
implementing such Directive in any member state of the EEA (the 'Prospectus
Directive'). In addition, in the United Kingdom, the offer will only be
addressed to and directed at (1) Qualified Investors who are investment
professionals falling within Article 19(5) of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005 (the 'Order'), or high
net worth entities falling within Article 49(2)(a)-(d) of the Order or (2)
persons to whom it may otherwise lawfully be communicated (all such persons
together being referred to as 'Relevant Persons'). The ordinary shares,
ADSs and Mandatory Convertible Bonds will only be available to, and any
invitation, offer or agreement to subscribe, purchase or otherwise acquire
such securities will be engaged in only with, (1) in the United Kingdom,
Relevant Persons and (2) in any member state of the EEA other than the
United Kingdom, Qualified Investors.
The offering as described in this announcement will not be addressed to the
public in South Africa (as defined in, and in accordance with the terms of,
Chapter VI of the South African Companies Act 1973 (as amended)).
This announcement includes 'forward-looking information' within the meaning
of Section 27A of the Securities Act, and Section 21E of the Securities
Exchange Act of 1934, as amended. All statements other than statements of
historical fact are, or may be deemed to be, forward-looking statements,
including, without limitation those concerning: AngloGold Ashanti's
strategy to reduce its gold hedging positions including the extent and
effect of the reduction of its gold hedging positions; the economic
outlook for the gold mining industry; expectations regarding gold prices,
production, cash costs and other operating results; growth prospects and
outlook of AngloGold Ashanti's operations, individually or in the
aggregate, including the completion and commencement of commercial
operations at AngloGold Ashanti's exploration and production projects;
the completion of announced mergers and acquisitions transactions;
AngloGold Ashanti's liquidity and capital resources and expenditure; the
outcome and consequences of any pending litigation proceedings; and
AngloGold Ashanti's Project One performance targets. These forward-
looking statements are not based on historical facts, but rather reflect
AngloGold Ashanti's current expectations concerning future results and
events and generally may be identified by the use of forward-looking words
or phrases such as 'believe,' 'aim,' 'expect,' 'anticipate,' 'intend,'
'foresee,' 'forecast,' 'likely,' 'should,' 'planned,' 'may,' 'estimated,'
'potential' or other similar words and phrases. Similarly, statements that
describe AngloGold Ashanti's objectives, plans or goals are or may be
forward-looking statements.
These forward-looking statements involve known and unknown risks,
uncertainties and other factors that may cause the AngloGold Ashanti's
actual results, performance or achievements to differ materially from the
anticipated results, performance or achievements expressed or implied by
these forward-looking statements. Although AngloGold Ashanti believes that
the expectations reflected in these forward-looking statements are
reasonable, no assurance can be given that such expectations will prove to
have been correct.
For a discussion of such risk factors, shareholders should refer to the
annual report on Form 20-F for the year ended December 31, 2009, which was
filed with the Securities and Exchange Commission on April 19, 2010 and
amended on May 18, 2010 and the preliminary prospectus supplements
referenced above. These factors are not necessarily all of the important
factors that could cause AngloGold Ashanti's actual results to differ
materially from those expressed in any forward-looking statements. Other
unknown or unpredictable factors could also have material adverse effects
on future results.
Contacts
Stewart Bailey
(Investors)
Tel: +1 212 836 4303 / +27 (0) 82 330 9628
+1 646 338 4337
E-mail: Email Contact
