AngloGold Ashanti Holdings plc (the “Offeror”), a company incorporated under the laws of the Isle of Man, announces today an offer to purchase any and all of its outstanding U.S.$750,000,000 5.125% notes due 2022 (the “Securities”), issued by the Offeror and guaranteed by AngloGold Ashanti Limited (“AGA”), a company incorporated under the laws of the Republic of South Africa, for cash (the “Offer”).
The terms and conditions of the Offer are described in an offer to purchase dated October 18, 2021(the “Offer to Purchase”).
Capitalised terms not otherwise defined in this announcement have the same meaning as assigned to them in the Offer to Purchase. Holders are advised to read carefully the Offer to Purchase for full details of, and information on the procedures for participating in, the Offer.
Purpose of the Offer Fixed Spread (basis points) 50 Bloomberg Reference Page FIT T/0-1 Amount subject to the Offer The Offeror is making the Offer to refinance a portion of its existing debt.
The Offer, together with the proposed offering of a new series of debt securities, is intended to extend the Offeror’s debt maturity profile.
Securities purchased in the Offer are expected to be retired and canceled.
If the Financing Condition (as defined below) is satisfied, the Offeror intends to redeem any remaining outstanding Securities, which have not been validly tendered and accepted for payment in the Offer (the “Post-Closing Redemption”), pursuant to the make-whole redemption feature of the Securities and otherwise in accordance with the terms and conditions thereof.
The Offeror notes that the spread used to calculate the make-whole redemption price would be the same as the Fixed Spread pursuant to the Offer.
However, the Offeror is not obligated to do so and may decide not to redeem any Securities or redeem a lower principal amount of Securities.
This announcement is not a notice of redemption for the Securities.
The Offeror will pay a Purchase Price per U.S.$1,000 principal amount of Securities validly tendered and not validly withdrawn prior to the Expiration Deadline (including those validly tendered in accordance with the Guaranteed Delivery Procedures) calculated as described in the Offer to Purchase in a manner intended to result in a yield to the maturity date as of the Settlement Date equal to the sum of: the yield to maturity on the Reference Treasury Security based on the bid-side price of the Reference Treasury Security as reported on the Bloomberg Reference Page as measured at the Price Determination Time; and the Fixed Spread.
In addition to the payment of the Purchase Price, each Holder whose Securities are validly tendered and delivered (and not validly withdrawn) (including those validly tendered in accordance with the Guaranteed Delivery Procedures) and accepted for purchase will also be paid Accrued Interest equal to interest accrued and unpaid on the Securities from (and including) the immediately preceding interest payment date for the Securities to (but excluding) the Settlement Date.
Accrued Interest will cease to accrue on the Settlement Date, and (in the case of Securities for which the Guaranteed Delivery Procedures are used) no additional accrued interest will be paid in respect of the period from the Settlement Date to the Guaranteed Delivery Settlement Date.
The Purchase Price and the Accrued Interest for the Securities validly tendered (and not validly withdrawn) in the Offer will be paid on the Settlement Date or the Guaranteed Delivery Settlement Date, as applicable (subject to the right of the Offeror to extend the Expiration Deadline and delay the acceptance of Tender Instructions as set out in the Offer to Purchase).
If a Holder tenders less than the full amount of its holding of Securities, Tender Instructions must be submitted in respect of a principal amount of Securities of no less than the Minimum Denomination and, unless otherwise specified in the Offer to Purchase, may be submitted in respect of integral multiples of U.S.$1,000 above such Minimum Denomination.
The “Minimum Denomination” is U.S.$1,000. The Offer is not conditioned on any minimum amount of Securities being tendered. The Offeror’s obligation to accept and pay for Securities in the Offer is, however, subject to the satisfaction or waiver of the General Conditions and the condition that the Offeror shall have completed prior to the Expiration Deadline an offering of debt securities in an aggregate principal amount of at least U.S.$750,000,000 (the “Financing Condition”), contained in the Offer to Purchase.
Subject to applicable securities laws and the terms and conditions set forth in the Offer to Purchase, the Offeror reserves the right, with respect to the Offer made by it, (i) to waive or modify in whole or in part any and all conditions to the Offer, (ii) to extend the Withdrawal Deadline and/or the Expiration Deadline, (iii) to modify or terminate the Offer or (iv) to otherwise amend the Offer in any respect.
Announcements in connection with the Offer will be made by issuing a press release to a widely disseminated news or wire service. Copies of all announcements, notices and press releases will be available from the Information & Tender Agent. All documentation relating to the Offer, together with any updates, will also be available on the Offer Website www.dfking.com/anglogold operated by the Information & Tender Agent for the purpose of the Offer.
A tender of Securities for purchase pursuant to the Offer should be made by the submission of a valid Tender Instruction. If any Holder wishes to tender its Securities but such Holder cannot comply with the procedures for the submission of a valid Tender Instruction prior to the Expiration Deadline, such Holder may tender its Securities according to the Guaranteed Delivery Procedures, as set out in the Offer to Purchase.