AngloGold Ashanti Limited
(Incorporated in the Republic of South Africa)
Reg. No. 1944/017354/06)
ISIN No. ZAE000043485 - JSE share code: ANG
CUSIP: 035128206 - NYSE share code: AU
Not for release, publication or distribution, directly or indirectly, in or
into the United States, Canada, or Japan.
10 September 2014
NEWS RELEASE
ANGLOGOLD ASHANTI PROPOSES A CORPORATE RESTRUCTURE AND A CAPITAL RAISING, AND
CAUTIONARY ANNOUNCEMENT
(JOHANNESBURG) - AngloGold Ashanti Limited ("AngloGold Ashanti") has made
significant progress in the past two years in transforming its business to
improve efficiency and competitiveness, against the backdrop of a 25% drop in
the gold price. The company has returned to production growth, commissioned two
new projects and significantly reduced costs. In the second quarter of 2014,
compared with the corresponding period a year earlier, production rose 17% to
1.098Moz, all-in sustaining costs fell 19% to $1,060/oz, corporate and
marketing costs were down 65% to $20m and EBITDA was up 33% to $382m. These
results were achieved whilst posting a record safety performance. Having
evaluated several options to unlock further value in the business, the
company's Board and management has decided to explore the possibility of
restructuring AngloGold Ashanti into simpler and more focused entities, which
they believe will present the best opportunity to realise the potential of the
current portfolio.
Accordingly, AngloGold Ashanti has applied for, and has received, approval from
the South African Reserve Bank ("SARB") to restructure its international mining
operations under a new UK holding company ("Newco") (the "Restructuring"). This
Restructuring will be subject to approval of the shareholders of AngloGold
Ashanti. Newco intends to seek a premium listing on the London Stock Exchange,
an inward listing on the Johannesburg Stock Exchange ("JSE") and a listing of
American Depositary Receipts ("ADR") on the New York Stock Exchange ("NYSE").
The intention is that Newco would hold AngloGold Ashanti's portfolio of gold
production and exploration assets located outside South Africa.
AngloGold Ashanti would continue to remain a South African domiciled business
that would focus on maximizing the value of its current portfolio and, over
time, the intention is that it would consider developing a multi-commodity
growth strategy in South Africa and beyond. It will remain listed on the JSE
and retain a listing of its ADRs on the NYSE. AngloGold Ashanti intends to
partially demerge 35% of Newco to its shareholders and would initially retain a
65% controlling interest.
AngloGold Ashanti believes that separation into separately-listed vehicles
would allow independent management teams to execute distinct strategies in
order for each entity to compete as effectively as possible in the context of
the current industry and macro-economic environment. Simplified portfolios
would allow each management team to accelerate initiatives to improve
productivity and operating costs and to realise the potential where appropriate
of their growth opportunities whilst also allowing for flatter and more cost
effective overhead structures. This, in turn, would enable the combined
corporate costs of both entities to be materially reduced. Separate listings
would also allow each business to be more appropriately valued to reflect their
individual investment cases and asset profiles, each with an independent
balance sheet and associated access to capital in distinct markets. Upon
implementation of the Restructuring, it is expected that both companies will
change their names.
Chairman Sipho Pityana commented: "It has become increasingly clear that the
two distinct parts of our portfolio require different strategies, focused
management and should be appropriately capitalized to realise their full
potential and unlock further value for shareholders. In South Africa, we will
create a standard bearer for the mining industry with a structure allowing it
to chart an exciting growth trajectory while allowing investors to properly
value its high quality, cash generative portfolio. The Newco portfolio is
expected to have a premium listing in London and will receive the management
focus, resources, financial flexibility and structure required to realise the
full potential from its portfolio of growth assets."
"The South African regulatory authorities have been supportive in clearly
understanding the strategic rationale of this proposed transaction, and also
the benefit to be unlocked given our specific set of circumstances," Chief
Executive Officer Srinivasan Venkatakrishnan said. "These two very distinct
sets of assets will benefit from the more focused structure and capital
allocation."
Board and Management
AngloGold Ashanti's board will continue to be chaired by Sipho Pityana and the
existing board will remain with the exception of Michael Kirkwood and David
Hodgson who would resign from the AngloGold Ashanti Board to join the Newco
Board at the time of its establishment. It is intended to establish the Newco
Board consistent with the principles of the UK's Corporate Governance Code
including the appointment of a majority of Independent Non-Executive Directors
and a Senior Independent Director. The Newco Board would be chaired by Michael
Kirkwood.
Whilst the AngloGold Ashanti shareholding in Newco remains above 20%, AngloGold
Ashanti will have the right to nominate two non-executive Board members. Sipho
Pityana and Srinivasan Venkatakrishnan will initially serve as AngloGold
Ashanti's non-executive directors on the Newco Board, with Sipho Pityana
initially in the role of Deputy Chairman.
Srinivasan Venkatakrishnan will remain as CEO of AngloGold Ashanti and will
continue to lead an executive team comprising incoming Chief Financial Officer
Christine Ramon, Chief Operating Officer Mike O'Hare and Italia Boninelli.
Commenting on the Restructuring, Srinivasan Venkatakrishnan, said: "Our
decisive response to a challenging gold price environment has seen us return to
growth, aggressively reduce costs and improve free cash flow, all while posting
a record safety performance. We believe that the structural change we have
proposed will allow our shareholders to focus on, and support, the key assets
of particular interest to them. Each business will have greater focus and
separate identities which enable them to chart distinct, value-creating
strategies going forward."
Newco will be led by CEO-designate Charles Carter, along with President and
Chief Operating Officer Ron Largent, who will be joined on the executive team
by Graham Ehm, Maria Sanz Perez and David Noko. A new CFO will be recruited for
Newco in due course.
Recapitalisation
Separate from the Restructuring, the Board has concluded that current debt
levels are too high and therefore an equity capital raising, in the form of a
rights issue to AngloGold Ashanti shareholders, is being contemplated, whether
or not the proposed Restructuring occurs. Under the Restructuring, AngloGold
Ashanti, which will continue to house the South African assets, has agreed that
it will be debt free upon implementation of the Restructuring (with the
exception of existing guarantees by AngloGold Ashanti of debt that remains
outstanding) in order to comply with the conditions of the SARB approval. It is
for this reason that the company is potentially targeting gross proceeds from
the contemplated rights issue in the order of approximately US$2.1 billion in
order to be able to pursue the Restructuring. The proceeds would be used
predominantly to repay existing debt by initially redeeming 35% of the
aggregate principal amount outstanding of the company's 2020 8.5% bonds under
the provisions of the related indenture that allows the company to redeem bonds
from the net cash proceeds of an equity offering. The company will retain
flexibility to either repay amounts drawn under certain revolving credit
facilities and/or deploy the residual funds to further strengthen the company's
balance sheet.
The completion of the proposed rights issue cannot be assured as a fundraising
of this scale will require shareholder approval and an increase in authorised
share capital. Updates on this process will be provided in due course.
The company may also consider utilising its general authority to issue for
cash, up to 5% of the shares in issue as approved at the Annual General Meeting
held in May 2014.
Implementation
AngloGold Ashanti is continuing to review the implementation of the proposed
Restructuring with a view to execution during 2015. The Restructuring will be
subject to a number of approvals including shareholder approval at a General
Meeting, as well as receipt of required regulatory consents and approvals in
jurisdictions in which Newco conducts business, and other third-party consents.
The proposed equity capital raising would also need to be completed in advance
of the contemplated Restructuring and would also be subject to shareholder
approval and an increase in authorised share capital. The Restructuring may
result in additional and unforeseen expenses, and the required consents and
approvals, if received, together with the arrangements required to separate the
business, may impact the nature of the Restructuring, including the asset
composition, structure and timing as well as the economic impact of the
transaction and its commercial benefits, and may impose conditions and
limitations on the business and operations of Newco. There can also be no
assurance that either the Restructuring or the capital raising will proceed.
Approval has been received from SARB for the Restructuring, which is subject to
certain conditions including the requirement for South Africa to remain
AngloGold Ashanti's effective place of management with the majority of the
Board including the Chair of the Board, the Chief Executive Officer and the
Chief Financial Officer and the majority of executive committee members
remaining resident in South Africa; where debt has been guaranteed by AngloGold
Ashanti, these guarantees will remain in place, with appropriate "arm's length"
arrangements to be made with Newco and subject to these guarantees being
extinguished once the related debt has been repaid in full and no new
guarantees being put in place; AngloGold Ashanti must notify SARB in advance of
any subsequent transactions to reduce its shareholding in Newco; AngloGold
Ashanti will use best efforts to ensure that upon implementation of the
Restructuring, on an unconsolidated basis, it will be gross debt free.
AngloGold Ashanti's advisers are as follows:
Financial advisers on the transaction and proposed capital raising
UBS AG and Goldman Sachs International
Financial adviser on liability management
Barclays
Legal Advisors to the Company
Cravath, Swaine & Moore LLP
Bowman Gilfillan Inc
Slaughter and May
Independent Financial Advisors to the AngloGold Ashanti Board
Rothschild (South Africa) (Pty) Ltd
Independent Legal Advisors to the AngloGold Ashanti Board
ENS Africa
Cautionary announcement
The Restructuring and contemplated equity capital raising may have a material
effect on AngloGold Ashanti securities. Holders of AngloGold Ashanti securities
are accordingly advised to exercise caution when dealing in AngloGold Ashanti
securities until a further announcement is made.
ENDS
Sponsor to AngloGold Ashanti
UBS South Africa (Pty) Limited
CONTACTS
Media
Brunswick Group +44 (0) 20 7404 5959 / +27 anglogoldashanti@brunswickgroup.com
(0) 11 502 7300
Investors
Stewart Bailey +27 81 032 2563 / +27 11 637 6031 sbailey@anglogoldashanti.com
Fundisa Mgidi +27 11 6376763 / +27 82 821 5322 fmgidi@anglogoldashanti.com
(South Africa)
Disclaimer
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 or without an exemption from the
registration or qualification requirements under the securities laws of such
jurisdiction.
This announcement shall not constitute an offer to sell or the solicitation of
an offer to buy securities in the United States. Securities may not be offered
or sold in the United States absent registration under the U.S. Securities Act
of 1933, as amended, except pursuant to an exemption from the registration
requirements thereof. Any public offering of securities to be made in the
United States will be made by means of a prospectus that may be obtained from
AngloGold Ashanti and that will contain detailed information about AngloGold
Ashanti and management, as well as financial statements. AngloGold Ashanti
intends to register the securities in the United States.
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: the benefits and completion of the
contemplated Restructuring, the completion of the proposed equity capital
raising, the strategy of AngloGold Ashanti and Newco, the economic outlook for
the gold mining industry; expectations regarding gold prices, production, cash
costs, all-in sustaining costs, cost savings and other operating results;
return on equity, productivity improvements, growth prospects and outlook of
AngloGold Ashanti's operations, individually or in the aggregate, including the
achievement of project milestones, the commencement and completion of
commercial operations at certain of AngloGold Ashanti's exploration and
production projects and the completion of acquisitions and dispositions;
AngloGold Ashanti's liquidity and capital resources and expenditure; and the
outcome and consequences of any potential or pending litigation or regulatory
proceedings or environmental, health and safety issues. 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.
The forward-looking statements included in this announcement are made only as
of the last practicable date. AngloGold Ashanti undertakes no obligation to
update publicly or release any revisions to these forward-looking statements to
reflect events or circumstances after the date of this announcement or to
reflect the occurrence of unanticipated events. All subsequent written and oral
forward-looking statements attributable to AngloGold Ashanti or any person
acting on its behalf are qualified by the cautionary statement in this section.
For a discussion of risk factors, shareholders should refer to the annual
report on Form 20-F for the year ended 31 December 2013, which was filed with
the Securities and Exchange Commission on 14 April 2014. 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.
The distribution of this announcement in certain countries may constitute a
breach of applicable law.
This announcement may not be published, forwarded or distributed, directly or
indirectly, in the United States (including its territories and dependencies,
any state of the United States and the District of Columbia), Canada, Japan or
any other jurisdiction where such release is prohibited.
AngloGold Ashanti Limited
Incorporated in the Republic of South Africa Reg No: 1944/017354/06
ISIN No. ZAE000043485 - JSE share code: ANG CUSIP: 035128206 - NYSE share code:
AU
Website: www.anglogoldashanti.com
