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
JOHANNESBURG, SOUTH AFRICA -- (Marketwire) -- 09/15/10 -- Further to the announcement dated
15 September 2010 regarding the pricing of AngloGold Ashanti's (NYSE: AU)
offering of 15,773,914 AngloGold Ashanti ordinary shares ('ordinary
shares') in the form of ordinary shares or AngloGold Ashanti American
Depositary Shares ('ADSs') at a price of US$43.50 per ADS and ZAR308.37 per
ordinary share (the 'Equity Offering') and of an offering of US$686,162,400
6.00% mandatory convertible subordinated bonds due 2013 ('Mandatory
Convertible Bonds') by its
wholly-owned subsidiary, AngloGold Ashanti Holdings Finance plc (the
'Mandatory Convertible Bonds Offering'), AngloGold Ashanti announces that
the underwriters have exercised their option to subscribe for an additional
2,366,086 ordinary shares ('the Equity Offering
Over-Allotment Option') and for additional Mandatory Convertible Bonds in
an aggregate principal amount of US$102,924,350 ('the Mandatory Convertible
Bond Over-Allotment Option').
Following the exercise of the Equity Offering Over-Allotment Option and
pursuant to the Equity Offering, AngloGold Ashanti will issue 18,140,000
ordinary shares (the 'Issue') equating to approximately 5% of the ordinary
share capital of AngloGold Ashanti in terms of the shareholder's resolution
dated 7 May 2010.
Furthermore, following exercise of the Mandatory Convertible Bond
Over-Allotment Option and pursuant to the Mandatory Convertible Bonds
Offering, AngloGold Ashanti Holdings plc will issue US$789,086,750
Mandatory Convertible Bonds, which are initially convertible into
18,140,000 ADSs, subject to AngloGold Ashanti shareholders granting a
specific authority for the directors to issue 18,140,000 ordinary shares
underlying the ADSs deliverable upon the conversion of the Mandatory
Convertible Bonds.
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
