UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 14)*
ANGLOGOLD ASHANTI LIMITED
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(Name of Issuer)
ORDINARY SHARES
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(Title of Class of Securities)
035128206
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(CUSIP Number)
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Nicholas Jordan
Company Secretary
Anglo American plc
20 Carlton House Terrace
London SW1Y 5AN
United Kingdom
011-44-20-7968-8888
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
June 9, 2008
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(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g) check the
following box [ ].
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss. 240.13d-7(b) for other
parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
SCHEDULE 13D
CUSIP No. 035128 20 6
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NAME OF REPORTING PERSONS ANGLO AMERICAN PLC
1
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [x]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS: NA
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION: England and Wales
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7 SOLE VOTING POWER
NONE
NUMBER OF ----------------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 57,175,183 (1)
EACH ----------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH NONE
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10 SHARED DISPOSITIVE POWER
57,175,183 (1)
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
57,175,183 (1)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions) [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.8% (2)
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14 TYPE OF REPORTING PERSON (See Instructions)
CO
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----------------
(1) Includes 11,172,254 share subscription rights exercisable for Ordinary
Shares. Pursuant to Rule 13d-3(d)(1)(i) of the Securities and Exchange
Commission, the Ordinary Shares issuable upon exercise of such share
subscription rights are deemed to be beneficially owned by the Reporting
Persons, since such share subscription rights are exercisable within 60
days of the filing date of this amended Statement on Schedule 13D.
(2) Based on 288,917,261 Ordinary Shares outstanding, which includes
277,745,007 Ordinary Shares outstanding as of March 31, 2008, plus
11,172,254 Ordinary Shares issuable upon the exercise of the 11,172,254
share subscription rights beneficially owned by the Reporting Persons.
Pursuant to Rule 13d-3(d)(1)(i) of the Securities and Exchange Commission,
Ordinary Shares issuable upon exercise of share subscription rights held by
the Reporting Persons are deemed to be "outstanding" for purposes of
calculating the percentage of the Ordinary Shares held by the Reporting
Persons, while Ordinary Shares issuable upon exercise of share subscription
rights held by persons other than the Reporting Persons are deemed not to
be outstanding for such calculation. Assuming the exercise of all
outstanding share subscription rights (including the exercise thereof by
the Reporting Persons and other shareholders of the issuer) the Reporting
Issuer would hold approximately 16.5% of the Ordinary Shares outstanding.
-1-
SCHEDULE 13D
CUSIP No. 035128 20 6
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NAME OF REPORTING PERSONS ANGLO SOUTH AFRICA CAPITAL (PTY) LTD.
1
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [x]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS: NA
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION: The Republic of South Africa
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7 SOLE VOTING POWER
NONE
NUMBER OF ----------------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 57,175,183 (1)
EACH ----------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH NONE
----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
57,175,183 (1)
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
57,175,183 (1)
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions) [ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.8% (2)
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
CO
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----------------
(1) Includes 11,172,254 share subscription rights exercisable for Ordinary
Shares. Pursuant to Rule 13d-3(d)(1)(i) of the Securities and Exchange
Commission, the Ordinary Shares issuable upon exercise of such share
subscription rights are deemed to be beneficially owned by the Reporting
Persons, since such share subscription rights are exercisable within 60
days of the filing date of this amended Statement on Schedule 13D.
(2) Based on 288,917,261 Ordinary Shares outstanding, which includes
277,745,007 Ordinary Shares outstanding as of March 31, 2008, plus
11,172,254 Ordinary Shares issuable upon the exercise of the 11,172,254
share subscription rights beneficially owned by the Reporting Persons.
Pursuant to Rule 13d-3(d)(1)(i) of the Securities and Exchange Commission,
Ordinary Shares issuable upon exercise of share subscription rights held by
the Reporting Persons are deemed to be "outstanding" for purposes of
calculating the percentage of the Ordinary Shares held by the Reporting
Persons, while Ordinary Shares issuable upon exercise of share subscription
rights held by persons other than the Reporting Persons are deemed not to
be outstanding for such calculation. Assuming the exercise of all
outstanding share subscription rights (including the exercise thereof by
the Reporting Persons and other shareholders of the issuer) the Reporting
Issuer would hold approximately 16.5% of the Ordinary Shares outstanding.
-2-
This Amendment No. 14 ("Amendment No. 14") amends and restates the Statement on
Schedule 13D, originally filed on November 21, 2003, and amended and
supplemented on February 25, 2004 by Amendment No. 1, on May 10, 2004 by
Amendment No. 2, on June 7, 2004 by Amendment No. 3, on June 21, 2004 by
Amendment No. 4, on October 26, 2005 by Amendment No. 5, on February 22, 2006 by
Amendment No. 6, on March 23, 2006 by Amendment No. 7, on April 11, 2006 by
Amendment No. 8, on April 20, 2006 by Amendment No. 9, on May 22, 2006 by
Amendment No. 10, on October 4, 2007 by Amendment No. 11, on October 11, 2007 by
Amendment No. 12 and on May 12, 2008 by Amendment No. 13.
ITEM 1. SECURITY AND ISSUER.
This Statement on Schedule 13D, as amended from time to time (this "Statement"),
relates to the ordinary shares, par value ZAR 0.25 per share (the "Ordinary
Shares"), of AngloGold Ashanti Limited (formerly, AngloGold Limited), a
corporation organized under the laws of the Republic of South Africa (the
"Issuer"). The principal executive offices of the Issuer are located at 76 Jeppe
Street, Newtown, Johannesburg, 2001 (PO Box 62117, Marshalltown, 2107) South
Africa.
ITEM 2. IDENTITY AND BACKGROUND.
This Statement is being jointly filed by Anglo American plc and Anglo South
Africa Capital (Proprietary) Limited (together, the "Reporting Persons").
Anglo American plc ("Anglo American"), a corporation incorporated under the laws
of England and Wales, has its principal executive offices at 20 Carlton House
Terrace, London SW1Y 5AN, United Kingdom and is a global leader in the mining
and natural resource sectors.
Anglo South Africa Capital (Proprietary) Limited ("Anglo SA Capital"), a
corporation incorporated under the laws of the Republic of South Africa, has its
principal executive offices at 44 Main Street, Johannesburg, 2001, South Africa
and is an indirect, wholly owned subsidiary of Anglo American.
Anglo SA Capital is a wholly owned subsidiary of Anglo South Africa (Pty) Ltd.
("ASA"), which is a wholly owned subsidiary of Anglo American South Africa
Limited ("AASA"), which is a wholly owned subsidiary of Anglo American
International S.a.r.l. ("AA International"), which is a wholly owned subsidiary
of Anglo American (ASA, AASA, and AA International, collectively the "Holding
Companies"). Other than pursuant to the directions received from Anglo American,
none of the Holding Companies has or shares the voting power or investment power
within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as
amended (the "Exchange Act").
The directors and executive officers of each of Anglo American and Anglo SA
Capital are set forth on Exhibit A attached hereto. Exhibit A sets forth the
following information with respect to each such person: (i) name; (ii) business
address; (iii) present principal occupation or employment and the name,
principal business address of any corporation or other organization in which
such employment is conducted; and (iv) citizenship.
During the last five years, none of the Reporting Persons or the Holding
Companies nor, to the best knowledge of each of the Reporting Persons, any
person named in Exhibit A attached hereto has been (a) convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or (b) a party
to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws. Exhibit A is incorporated herein by
reference.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATIONS.
Not applicable.
-3-
ITEM 4. PURPOSE OF TRANSACTION.
Anglo American is the largest shareholder of the Issuer.
In order to give the Issuer greater flexibility to pursue its strategic agenda,
the Reporting Persons have decided to reduce their shareholding in the Issuer
and no longer to seek to retain it as a subsidiary.
On February 22, 2006, Anglo American issued a press release stating the
following in its entirety:
ANGLO AMERICAN ANNOUNCES PROPOSED PUBLIC SECONDARY OFFERING OF
ORDINARY SHARES OF ANGLOGOLD ASHANTI.
Anglo American plc ("Anglo American") today announces its intention to sell
through a registered offering a portion of its ordinary shares of AngloGold
Ashanti in the form of ordinary shares or American depositary shares, as one
means of reducing its shareholding in AngloGold Ashanti. The offering would be
made simultaneously in the US, South Africa and Europe. The offering is
anticipated to occur at some time over the coming months, subject to market
conditions.
Anglo American currently intends to remain a significant shareholder in
AngloGold Ashanti in the medium term.
THIS COMMUNICATION DOES NOT CONSTITUTE OR FORM PART OF AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY SECURITIES OR OTHERWISE ENGAGE IN ANY INVESTMENT
ACTIVITY, NOR WILL THERE BE ANY SALE OF THE SECURITIES IN ANY JURISDICTION IN
WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION
OR QUALIFICATION.
Certain statements contained herein may constitute "forward-looking statements"
within the meaning of the United States Private Securities Litigation Reform Act
of 1995. Such forward-looking statements involve known and unknown risks,
uncertainties and other factors which may cause the actual results, performance
or achievements of the Company to be materially different from any future
results, performance or achievements expressed or implied by such
forward-looking statements. Such factors include, among others, risks associated
with the transactions described above.
On March 23, 2006 Anglo SA Capital entered into a Registration Rights Agreement
with the Issuer to facilitate the sale to the public of some or all of the
Ordinary Shares held by Anglo SA Capital. The terms of the Registration Rights
Agreement are discussed in Item 6 below.
On March 23, 2006 an "automatic shelf registration statement" as defined under
Rule 405 of the Securities Act of 1933, as amended, on Form F-3 in respect of
the Ordinary Shares of the Issuer and a preliminary prospectus was filed with
the Securities and Exchange Commission. On March 24, 2006 a preliminary
prospectus supplement relating to those Ordinary Shares was filed with the
Securities and Exchange Commission, and on April 12, 2006 a final prospectus
supplement relating to those Ordinary Shares was filed with the Securities and
Exchange Commission. On April 20, 2006, Anglo SA Capital sold a portion of its
holding of Ordinary Shares of the Issuer in a registered offering pursuant to
this registration statement.
On April 10, 2006 Issuer and Anglo SA Capital entered into an Underwriting
Agreement with Goldman, Sachs & Co. and UBS Limited as co-representatives of the
several Underwriters named in Schedule I thereto pursuant to which Anglo SA
Capital has agreed, subject to customary closing conditions, to sell up to
20,273,170 of the Ordinary Shares held by it in a registered offering pursuant
to the registration statement referred to in the previous paragraph. The terms
of the Underwriting Agreement are discussed in Item 6 below.
On April 20, 2006 Anglo SA Capital disposed of 19,685,170 of the Ordinary Shares
of the Issuer. As a consequence of this disposition, the Reporting Persons'
beneficial ownership of the outstanding Ordinary Shares of the Issuer was
reduced to approximately 41.58%.
-4-
On October 1, 2007, a preliminary prospectus supplement relating to the Ordinary
Shares of the Issuer was filed with the Securities and Exchange Commission. On
October 2, 2007, a final prospectus supplement relating to the Ordinary Shares
of the Issuer was filed with the Securities and Exchange Commission.
On October 1, 2007 Issuer and Anglo SA Capital entered into an Underwriting
Agreement with Goldman Sachs International and UBS Limited as representatives of
the several Underwriters named in Schedule I thereto pursuant to which Anglo SA
Capital has agreed, subject to customary closing conditions, to sell up to
67,100,000 of the Ordinary Shares held by it in a registered offering pursuant
to the preliminary prospectus supplement referred to in the previous paragraph.
The terms of the Underwriting Agreement are discussed in Item 6 below.
On October 9, 2007, Anglo SA Capital disposed of 67,100,000 of the Ordinary
Shares of the Issuer. As a consequence of this disposition, the Reporting
Persons' beneficial ownership of the outstanding Ordinary Shares of the Issuer
was reduced to approximately 17.3% as of October 9, 2007.
The representatives of Anglo American remaining on the Issuer's Board of
Directors resigned from the Issuer's Board of Directors on October 9, 2007.
On May 30, 2008, the Issuer filed a prospectus supplement (the "Prospectus
Supplement") to its prospectus, dated March 23, 2006, relating to the resale by
Anglo SA Capital of up to 11,335,259 share subscription rights (or the
equivalent number of American Depositary Share subscription rights), exercisable
for up to 11,335,259 ordinary shares (or the equivalent number of American
Depositary Shares) of the Issuer (such rights, the "Share Subscription Rights").
Anglo SA Capital received the Share Subscription Rights in a pro rata
distribution to shareholders of the Issuer on June 9, 2008. For more information
on the Share Subscription Rights, see the response to Item 5, below.
Anglo SA Capital may sell all or a portion of its remaining Share Subscription
Rights, including in open market trading over the facilities of a stock
exchange, in privately negotiated transactions or otherwise. Such sales may be
pursuant to the Prospectus Supplement or in transactions exempt from the
registration requirements of the Securities Act of 1933. Anglo SA Capital
expects to exercise any Share Subscription Rights it does not sell.
Anglo American intends to dispose of its remaining shareholding in Ordinary
Shares of the Issuer during the next several years.
The Reporting Persons intend to continuously review their holdings in the Issuer
on a regular basis and, as a result thereof, in determining plans or proposals
with respect to the Issuer, may at any time or from time to time determine,
subject to the lock-up provisions contained in the Underwriting Agreement
described in Item 6, to (a) dispose of any securities of the Issuer owned by
them in the open market, in privately negotiated transactions or otherwise, in
such quantities and at such times as may be determined from time to time, or (b)
take any other available course of action, which could involve one or more of
the types of transactions or have one or more of the results described in the
next paragraph of this Item 4. In reaching any decision as to their course of
action (as well as to the specific elements thereof), the Reporting Persons
currently expect that they would take into consideration a variety of factors,
including, but not limited to, the Issuer's business, financial condition and
prospects, other developments concerning the Issuer and its equity financing
requirements and its businesses generally, other developments and other business
opportunities available to the Reporting Persons, developments with respect to
the Reporting Persons' business and general economic outlook, changes in law and
government regulations, general economic conditions, and money, currency,
commodity and stock market conditions, including the market price of the
securities of the Issuer.
Other than as set forth in this Statement, the Reporting Persons have no present
plans or proposals which relate to or would result in any of the following
(although the Reporting Persons reserve the right to develop such plans or
proposals in the future): (i) the acquisition by any person of additional
securities of the Issuer, or the disposition of securities of the Issuer, (ii)
an extraordinary corporate transaction, such as a merger, reorganization or
liquidation, involving the Issuer or any of its subsidiaries, (iii) a sale or
transfer of a material amount of assets of the Issuer or of any of its
subsidiaries, (iv) any change in the present Board of Directors or management of
the Issuer, (v) any material change in the present capitalization or dividend
policy of the Issuer, (vi) any other material change in the Issuer's business or
corporate structure, (vii) changes in the Issuer's charter, bylaws or
instruments corresponding thereto or other actions which may impede the
acquisition of control of the Issuer by any person, (viii) a class of securities
of the Issuer being delisted from a national securities exchange or ceasing to
be authorized to be quoted in
-5-
an inter-dealer quotation system of a registered national securities
association, (ix) a class of equity securities of the Issuer becoming eligible
for termination of registration, or (x) any action similar to any of those
enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The responses of the Reporting Persons to Rows (11) through (13) of the
cover pages of this Statement are incorporated herein by reference. The
Reporting Persons are the sole beneficial owners of 57,175,183 Ordinary Shares
representing 19.8% of the outstanding Ordinary Shares. The calculation of the
foregoing number of Ordinary Shares includes 11,172,254 Ordinary Shares issuable
upon the exercise of the 11,172,254 Share Subscription Rights beneficially held
by the Reporting Persons. The calculation of the foregoing percentage is based
on 288,917,261 Ordinary Shares outstanding, which includes 277,745,007 Ordinary
Shares outstanding as of March 31, 2008, as reported by the Issuer in its
prospectus supplement dated May 30, 2008, and filed with the Securities and
Exchange Commission on May 30, 2008 (the "Outstanding Shares"), plus 11,172,254
Ordinary Shares issuable upon the exercise of the 11,172,254 Share Subscription
Rights beneficially owned by the Reporting Person. Pursuant to Rule
13d-3(d)(1)(i) of the Securities and Exchange Commission, Ordinary Shares
issuable upon exercise of Share Subscription Rights held by the Reporting
Persons are deemed to be "outstanding" for purposes of calculating the
percentage of the Ordinary Shares held by the Reporting Persons, while Ordinary
Shares issuable upon exercise of Share Subscription Rights held by persons other
than the Reporting Persons are deemed not to be outstanding for such
calculation. Assuming the exercise of all outstanding Share Subscription Rights
(including the exercise thereof by the Reporting Persons and other shareholders
of the issuer) the Reporting Issuer would hold approximately 16.5% of the
Ordinary Shares outstanding.
Mr. G.G. Gomwe is a beneficial owner of 150 Ordinary Shares, including shares
issuable upon exercise of Share Subscription Rights, and has sole voting and
dispositive power with respect to such Ordinary Shares. The number of Ordinary
Shares beneficially owned by Mr. Gomwe represents less than 0.1% of the
Outstanding Shares.
As trustee of The BRO Trust, Mr. N.F. Oppenheimer shares with his fellow
trustees the power to direct the receipt of dividends from, or the proceeds from
the sale of, 5,447 Ordinary Shares, including shares issuable upon exercise of
Share Subscription Rights, which represents less than 0.1% of the Outstanding
Shares. The exercise of such power requires the unanimous approval of all
trustees of The BRO Trust. Mr. Oppenheimer is not a beneficiary of The BRO
Trust, which is a charitable trust.
Except as disclosed in this Item 5(a), none of the Reporting Persons or the
Holding Companies nor, to the best of their knowledge, any of the persons listed
on Exhibit A to this Statement beneficially owns any Ordinary Shares or has the
right to acquire any Ordinary Shares.
(b) All decisions with respect to the voting and/or disposition of the Ordinary
Shares owned by the Reporting Persons are currently made by the Board of
Directors of Anglo American. Accordingly, Anglo American has the power to direct
the voting and/or disposition of the Ordinary Shares held by Anglo SA Capital,
and Anglo SA Capital has the power to vote and/or dispose of the Ordinary Shares
(which power is exercised at the direction of Anglo American). The responses of
the Reporting Persons to (i) Rows (7) through (10) of the cover pages of this
Statement and (ii) Item 5(a) hereof are incorporated herein by reference.
(c) On June 9, 2008, Anglo SA Capital received from the Issuer a distribution of
11,335,260 Share Subscription Rights. Each Share Subscription Right is
exercisable for one Ordinary Share of the Issuer, upon payment of an exercise
price of 194 South African Rand (approximately $23.89 based on the noon exchange
rate of $1=ZAR8.1200 reported by the Federal Reserve Bank of New York for June
12, 2008). According to their terms, each Share Subscription Right may be
exchanged for one ADS subscription right (an "ADS Right"), exercisable for one
American Depositary Share of the Issuer. Share Subscription Rights expire on
July 4, 2008. ADS Rights expire on June 23, 2008.
On June 9, 2008, Anglo SA Capital sold 132,806 Share Subscription Rights over
the facilities of the Johannesburg Securities Exchange at an average price per
Share Subscription Right of 82.68 South African Rand (approximately $10.51 at
foreign exchange rates prevailing on that date). Also on June 9, 2008, Anglo SA
Capital sold 30,200 ADS Rights over the facilities of the New York Stock
Exchange at an average price per ADS Right of $10.58.
-6-
Except as disclosed in this Statement, none of the Reporting Persons or the
Holding Companies nor, to the best of their knowledge, any of the persons listed
on Exhibit A has effected any transaction in the Ordinary Shares during the past
sixty days.
(d) To the best knowledge of the Reporting Persons, other than the Holding
Companies, no other person has the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of, the Ordinary Shares
beneficially owned by the Reporting Persons.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
On March 23, 2006 Anglo SA Capital entered into a Registration Rights Agreement
(the "Registration Rights Agreement") with the Issuer to facilitate the sale to
the public of some or all of the Ordinary Shares of the Issuer held by Anglo SA
Capital as well as any securities into or for which the Ordinary Shares have
been converted and any security issued with respect thereto upon any share
dividend, split or similar event. The Registration Rights Agreement requires the
Issuer to use all reasonable efforts to: file with the United States Securities
and Exchange Commission, no later than March 27, 2006, a shelf registration
statement on Form F-3, providing for one or more offerings to be made on a
delayed basis of such number of Ordinary Shares of the Issuer as Anglo SA
Capital may determine in its sole discretion; and file, upon demand by Anglo SA
Capital, additional non-continuous registration statements on Form F-3 providing
for offerings to be made on a non-delayed basis of the Ordinary Shares of the
Issuer. The foregoing discussion of the Registration Rights Agreement is
qualified in its entirety by reference to the Registration Rights Agreement
incorporated by reference in Exhibit C hereto.
On April 10, 2006 Issuer and Anglo SA Capital entered into an Underwriting
Agreement with Goldman, Sachs & Co. and UBS Limited as co-representatives of the
several Underwriters named in Schedule I thereto. Under the Underwriting
Agreement (i) Issuer agreed to issue and sell to purchasers procured by the
Underwriters, or, failing that, to the Underwriters, an aggregate of 9,970,732
Ordinary Shares, and (ii) Anglo SA Capital agreed to sell to purchasers procured
by the Underwriters or, failing that, to the Underwriters, an aggregate of
16,328,313 Ordinary Shares and, at the election of the Underwriters, up to
3,944,857 additional Ordinary Shares, subject, in each of cases (i) and (ii), to
customary closing conditions. The Underwriters may elect to direct delivery of
the shares, or take delivery of the shares themselves, in the form of Ordinary
Shares or in the form of ADSs. Anglo SA Capital has also agreed to a lock-up
provision therein whereby, subject to certain exceptions, it is restricted from
offering or selling Ordinary Shares for a period of 270 days after the date of
the prospectus filed in connection with the offering. The foregoing discussion
of the Underwriting Agreement is qualified in its entirety by reference to the
Underwriting Agreement attached hereto as Exhibit D.
On October 1, 2007 Issuer and Anglo SA Capital entered into an Underwriting
Agreement with Goldman Sachs International and UBS Limited as co-representatives
of the Underwriters. Under the Underwriting Agreement Anglo SA Capital agreed to
sell to purchasers procured by the Underwriters, or, failing that, to the
Underwriters, an aggregate of 67,100,000 Ordinary Shares, subject to customary
closing conditions. The Underwriters may elect to direct delivery of the shares,
or take delivery of the shares themselves, in the form of Ordinary Shares or in
the form of ADSs. Anglo SA Capital has also agreed to a lock-up provision
therein whereby, subject to certain exceptions, it is restricted from offering
or selling Ordinary Shares without the consent of the Underwriters for the
period beginning from the date of the Underwriting Agreement until May 31, 2008
(inclusive). The foregoing discussion of the Underwriting Agreement is qualified
in its entirety by reference to the Underwriting Agreement attached hereto as
Exhibit E.
On May 5, 2008, Anglo SA Capital entered into an irrevocable undertaking (the
"Undertaking") with the Issuer under which Anglo SA Capital agreed to vote all
of its Ordinary Shares, at a general meeting to be held on May 22, 2008, in
favor of a resolution to authorize the Issuer to issue up to 71 million
additional Ordinary Shares by way of a renounceable rights offering (the "Rights
Offering"). Pursuant to the Rights Offering, Anglo SA Capital received
11,335,260 Share Subscription Rights on June 9, 2008. The foregoing discussion
of the Undertaking is qualified in its entirety by reference to the undertaking
attached hereto as Exhibit F.
-7-
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS.
Exhibit Description
Exhibit A Directors and Officers of Anglo American and Anglo SA Capital
Exhibit B Anglo American plc press release (incorporated by reference to
Exhibit B to Amendment No. 5, filed on October 26, 2005, to
this Statement on Schedule 13D)
Exhibit C Registration Rights Agreement, dated as of March 23, 2006,
between Anglo SA Capital and Issuer (incorporated by
reference to Exhibit C to Amendment No. 7, filed on
March 23, 2006, to this Statement on Schedule 13D)
Exhibit D Underwriting Agreement, dated as of April 10, 2006, among
Anglo SA Capital, Issuer and Goldman, Sachs & Co. and UBS
Limited as co-representatives of the Underwriters named in
Schedule I thereto (incorporated by reference to Exhibit D to
Amendment No. 8, filed on April 11, 2006, to this Statement on
Schedule 13D)
Exhibit E Underwriting Agreement, dated as of October 1, 2007, among
Anglo SA Capital, Issuer and Goldman Sachs International and
UBS Limited as representatives of the Underwriters named in
Schedule I thereto (incorporated by reference to Exhibit E to
Amendment No. 11 filed on October 4, 2007, to this Statement
on Schedule 13D)
Exhibit F Undertaking, dated as of May 5, 2008, between Anglo SA Capital
and the Issuer (incorporated by reference to Exhibit F to
Amendment No. 13 filed on May 12, 2008, to this Statement on
Schedule 13D).
-8-
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Dated:
June 13, 2008 ANGLO AMERICAN PLC
/s/ Nicholas Jordan
--------------------------------------
Signature
Nicholas Jordan/Company Secretary
--------------------------------------
Name/Title
Dated:
June 13, 2008 ANGLO SOUTH AFRICA CAPITAL (PTY) LTD
By: ANGLO AMERICAN PLC
Pursuant to the Joint Filing Agreement
/s/ Nicholas Jordan
--------------------------------------
Signature
Nicholas Jordan/Company Secretary
--------------------------------------
Name/Title
-9-
EXHIBIT INDEX
Exhibit Description
Exhibit A Directors and Officers of Anglo American and Anglo SA Capital
Exhibit B Anglo American plc press release (incorporated by reference to
Exhibit B to Amendment No. 5, filed on October 26, 2005, to
this Statement on Schedule 13D)
Exhibit C Registration Rights Agreement, dated as of March 23, 2006,
between Anglo SA Capital and Issuer (incorporated by
reference to Exhibit C to Amendment No. 7, filed on
March 23, 2006, to this Statement on Schedule 13D)
Exhibit D Underwriting Agreement, dated as of April 10, 2006, among
Anglo SA Capital, Issuer and Goldman, Sachs & Co. and UBS
Limited as co-representatives of the Underwriters named in
Schedule I thereto (incorporated by reference to Exhibit D to
Amendment No. 8, filed on April 11, 2006, to this Statement on
Schedule 13D)
Exhibit E Underwriting Agreement, dated as of October 1, 2007, among
Anglo SA Capital, Issuer and Goldman Sachs International and
UBS Limited as representatives of the Underwriters named in
Schedule I thereto (incorporated by reference to Exhibit E to
Amendment No. 11 filed on October 4, 2007, to this Statement
on Schedule 13D)
Exhibit F Undertaking, dated as of May 5, 2008, between Anglo SA Capital
and the Issuer (incorporated by reference to Exhibit F to
Amendment No. 13 filed on May 12, 2008, to this Statement on
Schedule 13D).
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EXHIBIT A
DIRECTORS AND EXECUTIVE OFFICERS OF ANGLO AMERICAN
The name, residence or business address, present principal occupation or
employment, the name of any corporation or other organization in which such
occupation or employment is conducted, together with his principal business
address and the citizenship of the directors and executive officers of Anglo
American plc are set forth below.
Name: Sir Mark Moody-Stuart (Chairman)
Citizenship: British
Business Address: 20 Carlton House Terrace, London SW1Y 5AN, United
Kingdom
Principal Occupation: Chairman, Anglo American plc
Name: Ms. Cynthia Carroll (Chief Executive)
Citizenship: USA
Business Address: 20 Carlton House Terrace, London SW1Y 5AN, United
Kingdom
Principal Occupation: Chief Executive, Anglo American plc
Name: Mr R. Medori (Finance Director)
Citizenship: French
Business Address: 20 Carlton House Terrace, London SW1Y 5AB, United
Kingdom
Principal Occupation: Finance Director, Anglo American plc
Name: Mr D.J. Challen (Non-Executive Director)
Citizenship: British
Business Address: 33 Canada Square, Canary Wharf, London E14 5LB, United
Kingdom
Principal Occupation: Company Director
Name: Sir C.K. Chow (Non-Executive Director)
Citizenship: British
Business Address: MTR Headquarters Building, Telford Plaza, Kowloon Bay,
Kowloon, Hong Kong
Principal Occupation: Director of Companies
Name: Dr C.E. Fay (Non-Executive Director)
Citizenship: British
Business Address: Merrifield, Links Road, Bramley, Guilford Surrey GU5 0AL
United Kingdom
Principal Occupation: Director of Companies
Name: Sir Rob Margetts (Non-Executive Director)
Citizenship: British
Business Address: c/o Matlin Patterson, 7th Floor, Buchanan House, 3 St.
James's Square, London SW1Y 4JU, United Kingdom
Principal Occupation: Chairman, Legal and General Group plc
Name: Mr N.F. Oppenheimer (Non-Executive Director)
Citizenship: South African
Business Address: De Beers House, corner Diamond Drive and Crownwood Road,
Theta, Johannesburg, 2013, South Africa
Principal Occupation: Director and Chairman, De Beers S.A.
Name: Dr M.A. Ramphele (Non-Executive Director)
Citizenship: South African
Business Address: LG Building, 1 Thibault Square, Long Street, Cape Town,
8000, South Africa
Principal Occupation: Director of Companies
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Name: Mr F.T.M. Phaswana (Non-Executive Director)
Citizenship: South African
Business Address: P.O. Box 72501, Parkview, South Africa
Principal Occupation: Chairman, Transnet, Anglo Platinum Limited,
South Africa
Name: Professor K.A.L.M. Van Miert (Non-Executive Director)
Citizenship: Belgium
Business Address: Puttestraat 10, B-1650 Beersel, Belgium
Principal Occupation: Director of Companies
Name: Mr P. Woicke (Non-Executive Director)
Citizenship: German/USA
Business Address: 2737 Devonshire Pl. NW
Washington DC 20008
USA
Principal Occupation: Director of Companies
Name: R.J. King (Executive Officer)
Citizenship: British
Business Address: 20 Carlton House Terrace, London SW1Y 5AN, United
Kingdom
Principal Occupation: Chief Strategy Officer, Anglo American plc
Name: Mr. A.E. Redman (Executive Officer)
Citizenship: South African
Business Address: 44 Main Street, Johannesburg, 2001, South Africa
Principal Occupation: Technical Director, Anglo American plc
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DIRECTORS AND EXECUTIVE OFFICERS OF ANGLO SA CAPITAL
The name, residence or business address, present principal occupation or
employment, the name of any corporation or other organization in which such
occupation or employment is conducted, together with his principal business
address and the citizenship of the directors and executive officers of Anglo SA
Capital are set forth below.
Name: Mr. P.R.N. Arthur
Citizenship: South African
Business Address: 44 Main Street, Johannesburg, 2001, South Africa
Principal Occupation: Executive VP: General Counsel AASA
Name: Mr. P.M. Baum
Citizenship: South African
Business Address: 44 Main Street, Johannesburg, 2001, South Africa
Principal Occupation: CEO: Ferrous Metals and Industries Division,
Anglo American and Acting CEO AASA
Name: Mr. G.G. Gomwe
Citizenship: Zimbabwean
Business Address: 44 Main Street, Johannesburg, 2001, South Africa
Principal Occupation: Finance Director: AASA
Name: Mr. S. Mayet
Citizenship: South African & Canadian
Business Address: 45 Main Street, Johannesburg, 2001, South Africa
Principal Occupation: Head of Corporate Reporting
Name: Mr. N.B. Mbazima
Citizenship: Zambian
Business Address: 44 Main Street, Johannesburg, 2001, South Africa
Principal Occupation: Financial Director and Acting CEO Commercial Anglo
Platinum
Name: Mr. A.E. Redman
Citizenship: South African
Business Address: 44 Main Street, Johannesburg, 2001, South Africa
Principal Occupation: Technical Director, Anglo American plc
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EXHIBIT B
Incorporated by reference to Exhibit B to Amendment No. 5, filed on October 26,
2005, to this Statement on Schedule 13D.
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EXHIBIT C
Incorporated by reference to Exhibit C to Amendment No. 7, filed on March 23,
2006, to this Statement on Schedule 13D.
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EXHIBIT D
Incorporated by reference to Exhibit D to Amendment No. 8, filed on April 11,
2006, to this Statement on Schedule 13D.
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EXHIBIT E
Incorporated by reference to Exhibit E to Amendment No. 11, filed on October 4,
2007, to this Statement on Schedule 13D.
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EXHIBIT F
Incorporated by reference to Exhibit F to Amendment No. 13, filed on May 12,
2008, to this Statement on Schedule 13D.
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