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Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
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Allied Gold | LSE:AGLD | London | Ordinary Share | AU000000ALD4 | ORD SHS NPV |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
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0.00 | 0.00% | 34.125 | 0.00 | 01:00:00 |
Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
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0 | 0 | N/A | 0 |
RNS No 9324v ANGLO AMERICAN GOLD INVESTMENT COMPANY LIMITED 30 March 1999 ANGLO AMERICAN CORPORATION OF SOUTH AFRICA LIMITED (Incorporated in the Republic of South Africa) (Registration Number 01/05309/06) ("AAC") ANGLO AMERICAN GOLD INVESTMENT COMPANY LIMITED (Incorporated in the Republic of South Africa) (Registration Number 05/09084/06) ("Amgold") Proposal to constitute Amgold as a wholly-owned subsidiary of AAC 1. INTRODUCTION AAC and Amgold announce that AAC intends to propose a scheme of arrangement ("the Amgold scheme") in terms of Section 311 of the Companies Act, 1973 (Act 61 of 1973) as amended ("the Act") between Amgold and its shareholders, other than AAC and its subsidiaries ("the scheme participants"), to acquire those shares in Amgold not already owned by AAC and its subsidiaries. The acquisition of the outstanding Amgold shares in terms of the Amgold scheme will be achieved by way of an offer of shares in Anglo American plc ("Anglo American") at a ratio of 140 Anglo American shares for every 100 Amgold shares held (together with a cash sum for any fractional entitlements) ("the Anglo American share consideration"). AAC and its subsidiaries currently hold 51,5% of the issued share capital of Amgold. 2. RATIONALE As a result of the various restructurings in the gold mining industry, including the consolidation of AAC's administered gold mines under the listed Anglogold Limited ("AngloGold"), Amgold no longer meets the purpose it has long served, namely that of a holding company with a diversified spread of investments in major gold mining companies. Amgold now owns a smaller number of counters including a major part of AAC's strategic holding in AngloGold. On the assumption that the transactions proposed by Gold Fields Limited and Driefontein Consolidated Limited, as announced on 18 February 1999, will be implemented, AAC, through its direct holding of 33,2%, and Amgold, with its holding of 20,5%, together will hold 53,7% of AngloGold. Amgold's other investments include 2,7% of Minorco Societe Anonyme ("Minorco") and interests in Gold Fields Limited, Avgold Limited, Western Areas Limited, Gold Fields of South Africa Limited ("GFSA"), Standard Bank Investment Corporation Limited (received on the unbundling of GFSA) and several minor listed and unlisted holdings. AAC proposes to make an offer of Anglo American shares for the minority shareholding in Amgold in order both to increase its effective interest in AngloGold and to tidy up further the AAC group structure by eliminating an intermediate listed holding company whose market price has historically traded at a discount to the underlying value of its assets. Amgold shareholders have increasingly requested that steps be taken to eliminate the discount and thereby unlock value for shareholders. 3. BACKGROUND TO THE FORMATION OF ANGLO AMERICAN It was announced by AAC and Minorco on 15 October 1998 that they had agreed in principle to combine their businesses to form Anglo American, which would be one of the world's largest mining and natural resource companies, with a formidable range of interests in gold, platinum and diamonds and an important presence in coal, base and ferrous metals, industrial minerals and forest products. It will also have an internationally diversified exploration programme and important industrial and financial activities. The combination of the businesses of AAC and Minorco to establish Anglo American will be achieved by share exchange offers to shareholders of AAC and Minorco. The offer to Minorco shareholders ("the Minorco offer") will be by means of a public offer of one new Anglo American share for every two Minorco shares held with a cash alternative of US$16 per Minorco share. In addition, Anglo American intends to propose a scheme of arrangement between AAC and all its shareholders in terms of which all AAC shareholders will be offered one share in Anglo American for each share they hold in AAC ("the AAC scheme"). The Amgold scheme will not come into effect until the AAC scheme has become operative and the Minorco offer has been declared unconditional. If the Minorco offer becomes unconditional, A.R.H. Limited S.A. ("ARH"), a wholly-owned subsidiary of AAC, will be entitled to receive approximately 48,4 million Anglo American shares in exchange for the Minorco shares that it owns. AAC will procure the delivery of such Anglo American shares as may be required to settle the scheme consideration. 4. SALIENT FEATURES OF THE AMGOLD SCHEME 4.1. Consideration payable in terms of the Amgold scheme Subject to the fulfilment of the conditions set out in 4.2 below, scheme participants will receive the Anglo American share consideration. The Anglo American share consideration was determined with reference to the following: for purposes of establishing the underlying value of the Amgold ordinary shares, the market price at the close of trading on the Johannesburg Stock Exchange ("JSE") on Friday 26 March 1999 and the weighted average market price on the JSE for the 30 trading days up to and including Friday 26 March 1999, were used to calculate the value of Amgold's listed portfolio which comprises of over 90% of its net asset value. for purposes of establishing the value of an Anglo American share, the market price at the close of trading on the JSE on Friday 26 March 1999 and the weighted average market price on the JSE for the 30 trading days up to and including Friday 26 March 1999 of an AAC share. The Anglo American share consideration was set using the ratio that was the most beneficial to scheme participants being the ratio based on the weighted average market price on the JSE for the 30 trading days up to and including Friday 26 March 1999, for AAC and Amgold's listed portfolio. Assuming that the Amgold scheme becomes operative, scheme participants will receive, in aggregate, approximately 16.4 million Anglo American shares. In addition to the Anglo American share consideration, those Amgold shareholders registered on Friday 16 April 1999 will be entitled to receive a dividend of 830 cents per Amgold share. Amgold shareholders are referred to the announcement by Amgold today of the declaration of such dividend. 4.2. Conditions precedent to the implementation of the Amgold scheme It is expected that the Amgold scheme will become operative on or about Monday 24 May 1999 subject to the fulfilment of the following conditions precedent: the Amgold scheme being agreed to by not less than three-fourths of those scheme participants present and voting either in person or by proxy at the scheme meeting to be convened in terms of Section 311 of the Act; the Amgold scheme being sanctioned by the High Court of South Africa ("the Court"); the Minorco offer having been declared unconditional (which is expect to be by not later than Sunday 23 May 1999); the AAC scheme becoming operative; and the Order of Court sanctioning the Amgold scheme being lodged with and registered by the Registrar of Companies. The AAC scheme will become operative on: the AAC scheme being agreed to by not less than three-fourths of those AAC scheme participants present and voting either in person or by proxy at the AAC scheme meeting to be convened in terms of Section 311 of the Act; the AAC scheme being sanctioned by the Court; the Minorco offer having been declared unconditional (which is expected to be by not later than Sunday 23 May 1999); and the Order of Court sanctioning the AAC scheme being lodged with and registered by the Registrar of Companies. The registration of the Order of Court for the AAC scheme will not be effected until the London Stock Exchange ("LSE") has agreed to the listing of the Anglo American shares. The Minorco offer will be conditional, inter alia, on the AAC scheme having been approved by the requisite majority of the AAC scheme participants at the AAC scheme meeting and on the AAC scheme being sanctioned by the Court and the board of Anglo American confirming that the combination of AAC and Minorco is to proceed to the extent that the implementation of the transactions to effect such combination are within the control of Anglo American or AAC. 4.3 Substitute offer AAC intends to make a substitute offer to the Amgold shareholders in terms of which the Amgold shareholders may exchange their shares in Amgold for the Anglo American share consideration. The substitute offer will run concurrently with the Amgold scheme and will be declared unconditional and effective only if the Amgold scheme has failed for any reason, but the AAC scheme has become operative and the Minorco offer has been declared unconditional. If the substitute offer becomes unconditional and effective, AAC will make an announcement to that effect in the press. 4.4 Market value effects of the Amgold scheme on an Amgold shareholder The market value effects are as follows: Per Amgold share Before the Amgold scheme After the Amgold scheme Increase (Cents per share) (Cents per share) (%) Market value at Friday 26 March 1999 (Note 1) 23 200 31 500 35,8 Note 1 The market price of an Amgold share at the close of trading on the JSE on Friday 26 March 1999 compared with 1,4 times 22 500 cents per share, being the price of an AAC share at the close of trading on the JSE on Friday 26 March 1999. 4.5 Financial effects of the Amgold scheme on Anglo American The impact on the earnings and net asset value of Anglo American will be included in the Anglo American prospectus to be sent to AAC shareholders on or about Monday 19 April 1999. 5. OPINIONS AND RECOMMENDATION HSBC Simpson McKie (Pty) Limited, which was appointed as the independent financial adviser to the board of directors of Amgold, has considered the terms and conditions of the Amgold scheme and is of the opinion that the Anglo American share consideration is fair and reasonable to the scheme participants and has advised the board of directors of Amgold accordingly. The board of directors of Amgold has considered the terms of the Amgold scheme and, taking into account the opinion of the independent financial adviser, the directors are of the opinion that they are fair and reasonable to the scheme participants. Accordingly, the directors of Amgold recommend that the scheme participants vote in favour of the Amgold scheme. 6. DELISTING OF AMGOLD SHARES Upon implementation of the Amgold scheme, Amgold will become a wholly-owned subsidiary of AAC. Accordingly, application will be made to the JSE for the termination of the listing of the shares of Amgold. It is expected that the listing of Amgold shares on other stock exchanges including the LSE will be simultaneously terminated. 7. SALIENT DATES 1999 Last date for receipt of proxy forms for the Amgold scheme meeting by 15:30 (proxy forms for the Amgold scheme meeting may also be handed to the Chairman of the meeting by not later than 10 minutes before commencement thereof) Thursday, 6 May Last date to register in order to vote at the Amgold scheme meeting Thursday, 6 May Amgold scheme meeting to be held at 15:30 Friday, 7 May Expected date of Court hearing to sanction the Amgold scheme Tuesday, 18 May Expected Amgold scheme record date (on which Amgold ordinary shareholders must be registered in order to be scheme participants and so become entitled to the Anglo American share consideration) Friday, 21 May Expected date of the termination of the listing of Amgold shares if the Amgold scheme becomes operative, at the close of business on Friday, 21 May Expected Amgold scheme operative date Monday, 24 May Expected date by which the Anglo American share consideration will be posted or made available for collection, if the Amgold scheme becomes operative (only for Amgold shareholders who surrender their documents of title before 16:00 on the record date; other Amgold shareholders will have their Anglo American share consideration posted, or may arrange for collection thereof, five business days after surrender of their documents of title in terms of the Amgold scheme.) Wednesday, 26 May All dates and times indicated above are subject to amendment. Any amendments will be published in the South African press. 8. DOCUMENTATION Documentation, which is subject to the approval of the Securities Regulation Panel and the JSE, is in the course of preparation and, subject to the prior consent of the regulatory bodies concerned relating to the proposed transactions being obtained, will be sent to shareholders of Amgold on or about Wednesday 21 April 1999. Monday 29 March 1999 Johannesburg Independent financial adviser to Amgold HSBC Simpson McKie Sponsoring broker to Amgold and Joint sponsoring broker to AAC Merrill Lynch South Africa Pty Limited Financial adviser to AAC Warburg Dillon Read Joint sponsoring broker to AAC Warburg Dillon Read Securities (South Africa) Proprietary Limited Scheme attorneys Webber Wentzel Bowens This announcement has been approved solely for the purposes of section 57 of the Financial Services Act 1986 of the United Kingdom by UBS AG, acting through its investment banking division, Warburg Dillon Read which is regulated in the United Kingdom by The Securities and Futures Authority Limited. Warburg Dillon Read is acting exclusively for AAC and no one else in connection with the scheme of arrangement between Amgold and its shareholders (the "Scheme") and will not be responsible to anyone other than AAC for providing the protections afforded to customers of Warburg Dillon Read or for giving advice in relation to the Scheme. This announcement does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for, any shares in Anglo American plc, nor shall it (or any part of it) or the fact of its distribution, form the basis of, or be relied on in connection with, any contract therefor. END MSCGLGFFRGVLLMG
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