SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
For the month of December 2003
ASHANTI GOLDFIELDS COMPANY LIMITED
(Translation of Registrant's Name Into English)
Gold House, Patrice Lumumba Road
Roman Ridge, P.O. Box 2665
Accra, Ghana
(Address of Principal Executive Offices)
(Indicate by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F.)
Form 20-F X Form 40-F
--- ---
(Indicate by check mark whether the registrant by furnishing the
information contained in this form is also thereby furnishing the information to
the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of
1934.)
Yes No X
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(If "Yes" is marked, indicate below the file number assigned to the
registrant in connection with Rule 12g3-2(b): 82-_____.
[ASHANTI LOGO]
P R E S S R E L E A S E
FOR IMMEDIATE RELEASE 12 December 2003
MERGER UPDATE
Further to the announcements by Ashanti Goldfields Company Limited ("Ashanti")
on 14 November 2003 and by AngloGold Limited ("AngloGold") and the Government of
Ghana (the "Government") on 29 and 30 October 2003, AngloGold has today
announced that it has reached agreement with the Government regarding the terms
of the Government's support for the proposed merger of Ashanti and AngloGold in
its capacity as both shareholder and regulator of Ashanti. In particular,
AngloGold has:
o entered into a definitive support agreement with the Government in its role
as holder of 16.8 per cent of Ashanti's issued ordinary share capital (the
"Government Support Deed"); and
o agreed the definitive terms of a stability agreement with the Government
concerning certain fiscal and regulatory undertakings in its capacity as
regulator of Ashanti (the "Stability Agreement"). AngloGold and the
Government have agreed to enter into the Stability Agreement promptly after
approval of such agreement by the Parliament of Ghana ("Parliament"). The
Government has agreed to use its reasonable endeavours to obtain this
approval prior to the implementation of the merger.
Under the Government Support Deed, the Government has agreed, amongst other
things, to vote in favour of the scheme of arrangement required to implement the
merger (the "Scheme") and to vote against any competing acquisition proposal to
acquire Ashanti or substantially all of its assets. The Government Support Deed
will automatically terminate if the Stability Agreement is not approved by
Parliament by 31 July 2004. The Government Support Deed will also terminate if
the transaction agreement entered into between AngloGold and Ashanti on 4 August
2003, as amended (the "Transaction Agreement"), is terminated in accordance with
its terms. However, the obligation of the Government to vote against any
competing acquisition proposal will survive the termination of the Government
Support Deed for a period of six months after the date of such termination (but
in no event later than 31 July 2004), unless termination of the Transaction
Agreement occurs:
o by mutual written consent of AngloGold and Ashanti;
o by either AngloGold or Ashanti if any action by any Governmental Authority
(as defined in the Transaction Agreement) has the effect of making
consummation of the Scheme illegal or otherwise prevents or prohibits
consummation of the Scheme;
o by either AngloGold or Ashanti if the Scheme has failed to receive the
requisite vote of the members of Ashanti at the Scheme meeting;
o by either AngloGold or Ashanti if the High Court of Ghana determines not to
issue the Scheme order and issues an order to this effect; or
o by AngloGold for any other reason.
Further details of the Government Support Deed and the Stability Agreement are
contained in the announcement made today by AngloGold.
To reflect the terms of these final agreements between AngloGold and the
Government, Ashanti and AngloGold have agreed to amend the Transaction Agreement
as follows:
o the provision in the Transaction Agreement that provided for its
termination in the event that formal agreements in respect of certain
undertakings and support by the Government were not finalised before 12
December 2003 (or such later date as may be agreed by Ashanti and
AngloGold) has been deleted;
o the date on or before which the conditions to the completion of the merger
must be satisfied and/or waived has been extended to 31 May 2004 (or such
later date as may be agreed by AngloGold and Ashanti);
o the Scheme will be conditional on the receipt of the Parliament's approval
of the Stability Agreement and the execution and delivery of the Stability
Agreement by the Government; and
o the Transaction Agreement originally provided that three Ghanaian citizens
will be appointed to the board of AngloGold as additional directors on
completion of the merger, one of whom would be Sam Esson Jonah (who will
also be appointed President of AngloGold). This clause has been amended to
provide that the other two directors will be directors recommended by the
Government and acceptable to Ashanti and the board of AngloGold, in
accordance with relevant applicable company laws.
There can be no assurance that a transaction with AngloGold will be completed.
The implementation of the merger remains subject to the fulfillment of the
conditions as announced on 4 August 2003. Consequently, shareholders of Ashanti
are advised to exercise caution when dealing in the relevant securities.
End
For further information contact:
Ashanti Goldfields Company Limited
Srinivasan Venkatakrishnan (Venkat) Tel: +233 21 778 171
Kwaku Akosah-Bempah Tel: +233 21 778 173
Corinne Gaisie Tel: +44 20 7256 9938
Grandfield
UK Investors and Media
Charles Cook Tel: +44 20 7417 4170
Matthew Jervois
The Global Consulting Group
North American Contact
Allan Jordan Tel: +1 646 284 9452
CIBC World Markets
Andy Quinn Tel: +44 20 7234 6000
Certain statements in this announcement are forward-looking within the meaning
of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended.
Although Ashanti believes that the expectations reflected in such
forward-looking statements are reasonable, no assurance can be given that such
expectations will prove to have been correct.
For a discussion of the important factors and risks involved in Ashanti's
business refer to Ashanti's filings with the U.S. Securities and Exchange
Commission (the "Commission"), including Ashanti's amended annual report on Form
20-F/A for the year ended 31 December 2002, filed with the Commission on 17 June
2003.
Ashanti does not undertake any obligation to update publicly any forward-looking
statements discussed in this announcement, whether as a result of new
information, future events or otherwise.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Date: December 12, 2003 ASHANTI GOLDFIELDS COMPANY LIMITED
By: /s/ Ernest Abankroh
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Name: Ernest Abankroh
Title: Company Secretary