Gold miner AngloGold Ashanti is to proceed with an approximate one-for-four renounceable rights offer, which would result in it issuing approximately 69,4-million ordinary shares at a minimum share price of R172, it said on Tuesday.
This would raise gross proceeds of approximately R11,9-billion — or about $1,6-billion, based on an exchange rate of R7,56 per dollar.
The proposed rights offer is being fully underwritten, subject to certain conditions, by Goldman Sachs International, UBS Limited and Morgan Stanley & Co International.
The final rights offer price will be announced at the time of the announcement of the rights offer.
The principal purpose of the rights offer is to provide AngloGold Ashanti with additional financial resources to improve its financial flexibility, it said.
In particular, the net proceeds from the rights offer will allow it both to significantly restructure and reduce its existing gold hedging position, which has adversely affected its financial performance in recent years, while also being able to continue to fund its principal development projects and exploration growth initiatives, it said.
Pending this use of proceeds, the net proceeds of the rights offer may, in the interim, be used to reduce its short-term borrowings and the borrowings outstanding on AngloGold Ashanti’s revolving credit facility, or retained as cash and invested in accordance with its cash-management policies.
A general meeting will be convened in Johannesburg on Thursday May 22 where shareholders will be asked to approve the granting of a general authority to the directors to allot and issue up to a maximum of an additional 71-million shares. This authority will enable the directors to issue the shares required to implement the proposed rights offer.
Anglo South Africa Capital (Anglo American), which owns approximately 16m6% of AngloGold Ashanti’s issued ordinary shares, has agreed to vote in favour of the resolution.
Allan Gray, which currently acts as investment manager for clients holding approximately 11,2% of AngloGold Ashanti’s issued ordinary shares, has agreed to vote the shares over which it has voting rights and to recommend to its clients having the voting rights over the remaining shares (approximately 6,3% of AngloGold Ashanti’s issued ordinary shares) to vote in favour of the resolution.
Allan Gray has also agreed to procure that its clients currently holding approximately 11,2% of AngloGold Ashanti’s issued ordinary shares will subscribe for their entire entitlement under the proposed rights offer.
The Public Investment Corporation (PIC), which currently owns approximately 8,5% of AngloGold Ashanti’s issued ordinary shares, has agreed, in respect of the shares it currently owns and any shares that it may acquire prior to the general meeting, to vote in favour of the resolution.
The conditions precedent to the proposed rights offer include the granting of a general authority, the approval of the JSE and the registration of the rights offer circular and other requisite documents by the Registrar of Companies.
If the conditions precedent are met, full details of the rights offer, including the financial effects, will be provided to shareholders outside of the United States in the rights offer circular to be posted in due course.
In the United States, the proposed rights offer is intended to be made pursuant to a registration statement on Form F-3 on file with the US Securities Exchange Commission and the related US prospectus.
If the conditions precedent are met, the final terms of the rights offer are expected to be announced on or about May 23.
AngloGold Ashanti said that the proposed rights offer may have a material effect on its securities, and shareholders are accordingly advised to exercise caution when dealing in their securities until a further announcement is made. — I-Net Bridge