Filed
by Randgold Resources Limited
Pursuant to Rule 425 under the
Securities Act of 1933
Subject Company: Ashanti
Goldfields Company Limited
Commission File No.
1-14212
London 23 September 2003
RANDGOLD RESOURCES CONFIRMS
FORMAL MERGER PROPOSAL
Introduction
The Board of Randgold (LSE: RRS) (NASDAQ:
GOLD) announces that it has today submitted a formal merger proposal
(the "Merger Proposal") to the Board of
Ashanti. The Merger Proposal is subject to certain preconditions,
including the recommendation of the Board of Ashanti. If completed, the
Merger will create a major, independent, pan-African focused gold
business. Randgold believes that the Enlarged Business will be a low
cost gold producer with critical mass and significant growth potential
and will be self-financing from completion.
Randgold believes
that its proposal represents a genuine and attractive alternative to
the transaction currently proposed by AngloGold, with a lower level of
conditionality.
It is intended that the Ashanti name will be
retained for the Enlarged Business and that the Ashanti brand will be
relaunched on the London Stock Exchange with full UK index membership.
The Enlarged Business will also be listed in Ghana and the US. Accra
will be the operational centre of the new Ashanti.
The Merger
would be effected by means of a scheme of arrangement between Ashanti
and Ashanti Shareholders under Section 231 of the Ghana Companies
Code.
The Merger Proposal
Under the terms of the Merger
Proposal, each holder of an Ashanti Share and each holder of an Ashanti
GDS will be entitled to elect to receive either:
- 0.5
Randgold Shares; or
- 0.5 Randgold ADRs; or
- 50 Randgold GhDRs.
Based on the Closing Price of
Randgold ADRs on NASDAQ on 22 September 2003, (the Last Practicable
Date), of US$ 26.36, the Merger Proposal values each Ashanti Share (or
Ashanti GDS) at approximately US$ 13.18 and values the fully diluted
ordinary share capital of Ashanti at approximately US$ 1.8 billion.
The Merger Proposal equates to
approximately:
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a premium of 15.1
per cent. to the Closing Price of Ashanti GDSs on 22 September 2003
(the Last Practicable Date); and |
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a premium of 24.7 per cent. to
the current value of the proposed transaction announced by AngloGold on
4 August 2003. |
On completion of the Merger, existing
Randgold Shareholders will own approximately 30 per cent. and existing
Ashanti Shareholders will own approximately 70 per cent. of the
Enlarged Business, respectively.
Key benefits of the
Merger
Randgold's vision is the creation of a major,
independent, pan-African gold business focused on creating value and
with ready access to the world's leading capital markets.
The Board of Randgold believes that the combination of Randgold and
Ashanti will have the following key attributes:
Improved access
to major international capital
markets:
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relaunch of the Enlarged
Business under the Ashanti name in London, the primary international
mining market; |
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increased liquidity with inclusion in the upper
quartile of the FTSE 250 index; and |
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full listings in Ghana and
the US. |
Creation of a major new gold
counter:
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pro-forma market
capitalisation of approximately US$ 2.5 billion; |
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• |
approximately
2.0 million ounces pro-forma attributable annual
production; |
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approximately 24.9 million ounces pro-forma
attributable proven and probable reserves; |
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approximately 46.6
million ounces pro-forma combined resources; and |
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approximately
US$ 267.0 million pro-forma EBITDA. |
Strengthened
investment appeal to a broader investor
audience:
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• |
the only pure gold
company with a primary listing on the London Stock Exchange and
membership of the FTSE 250 Index; |
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access to index demand from
UK tracker and benchmark funds; |
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alternative emerging market
counter; and |
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significant reduction in the proportion of
reserves committed under Ashanti's hedging contracts. |
Self-financing, low-cost gold-producer with significant growth
potential:
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highly complementary
asset bases with strong organic growth potential; |
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• |
strong
uncommitted cash flow capable of funding ongoing and development
capital, including Obuasi and a future dividend stream; |
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target
of a position in the lowest industry cost quartile, as currently
enjoyed by Randgold; |
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potential to further develop and expand
Morila and Geita into premier long-life, highly profitable
operations; |
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immediate short-term growth potential from
Loulo; |
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medium term opportunities in the form of the Tongon
prefeasibility project in the Côte d'Ivoire and underground
extensions at Bibiani and Loulo; |
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prospect of significant long-term
sustainable growth from the mineralisation being outlined at depth at
Obuasi ("Obuasi Deeps"); and |
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prospective exploration being conducted in Ghana, Mali,
Côte-d'Ivoire, Senegal, Tanzania and Guinea, amongst
others. |
Optimisation of the existing Obuasi operations
together with the maximisation of returns from the phased development
of Obuasi Deeps:
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• |
in excess of US$
1 billion of estimated total investment over the 51 year life of
Obuasi, including US$ 100 million for project
management; |
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Enlarged Business capable of financing the
investment programme from combined operational
cashflows; |
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significant potential additional value possible at
shallow depths utilising existing infrastructure at an estimated cost
of US$ 340 million over 25 years; |
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Obuasi Deeps developed in
three distinct phases over the life of the mine: |
- Phase I: US$ 170 million over the next 30 years;
- Phase II: US$ 180 million between 2018 and 2041;
- Phase III: US$ 250 million between 2022 and 2051; and
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phased approach maximises project
returns. |
Committed and experienced combined management
team:
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combined management team
would be one of the most experienced in Africa; |
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extensive
experience in global equity markets, debt financing, orebody modelling,
grade control, mine planning and feasibility studies; |
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extensive
operational experience in open-pit, underground and deep level
mining; |
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in Geita and Morila, Ashanti and Randgold have made
significant discoveries and designed, financed, constructed and
commissioned world class gold projects in remote parts of Africa that
demonstrate real returns on capital; |
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Randgold's proven
track record of delivering on its strategy would complement
Ashanti's longstanding operational culture; |
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existing
technical and project management capabilities, augmented as necessary
by international consultants, would provide all requisite technical and
management expertise; and |
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expertise to continue to develop and
maintain a healthy exploration and new business portfolio. |
Strong African identity, centred on Ghana, reinforced by a common
strategic vision:
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exclusively
African operations: |
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retention of the
Ashanti name and legacy; |
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Accra office maintained and enhanced
as the operational centre of the Enlarged Business; |
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significant
Ghanaian representation on the Board of the Enlarged
Business; |
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• |
Government of Ghana, as a major
shareholder, represented on the Board of the Enlarged
Business; |
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Government of Ghana's rights under the Golden
Share respected; |
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commitment to the continued development of a
skilled national based management and workforce in all the countries in
which the Enlarged Business would operate; and |
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commitment to
broaden African ownership and/or participation in the Enlarged Business
through outsourcing, business partnerships, joint venture initiatives
and share ownership. |
Status of discussions
Discussions are ongoing and there can be no guarantee that an
agreement between Randgold and Ashanti will be reached or that the
Merger will be effected. Further announcements will be made in due
course, as appropriate.
Commenting on today's announcement
Dr. Mark Bristow, Chief Executive of Randgold, said:
"We established Randgold in 1995 as the foundation on
which to build an independent and substantial African gold business.
Around the same time, Ashanti through its recapitalisation was pursuing
a similar goal. Together we now have a unique opportunity to achieve
this shared vision through the creation of a merged entity, which will
be even greater than the sum of its parts."
"Our proposal is a winning proposition which will
create significant value for both companies and their stakeholders. The
new Ashanti will be well-placed to become Africa's leading gold
business: a self-financing, low-cost producer with a strong,
well-balanced management team, equipped to take full advantage of its
exciting growth potential. In addition, it will be a major new gold
counter, with strengthened appeal to a broader investor audience and
ready access to the world's key capital
markets."
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Enquiries: |
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Randgold
Resources Limited |
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Chief
Executive
Dr Mark Bristow
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+44 (0) 779 775
2288 |
Financial Director
Roger
Williams |
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+44 (0) 779 771
9660 |
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HSBC Bank
plc |
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Adrian Coates Tim
Morgan-Wynne Jan Sanders |
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+44 (0) 20 7991
8888 |
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Randgold
Investor and Media Relations |
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Kathy du
Plessis
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+27 11 728 4701 Cell: +27 (0) 83 266
5847 randgoldresources@dpapr.com |
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Sources and
Bases:
|
1. |
The
fully diluted ordinary share capital of Ashanti has been sourced from
Ashanti's 2002 Annual Report. |
|
2. |
Share
price information has been sourced from
Bloomberg. |
|
3. |
The current value of the proposed
transaction announced by AngloGold on 4 August 2003 is calculated by
multiplying the fully diluted number of shares in AngloGold which would
be issued to Ashanti Shareholders pursuant to the terms of the proposed
merger announced on 4 August 2003 by the Closing Price of AngloGold
American Depository Shares on the New York Stock Exchange on the Last
Practicable Date. |
|
4. |
The statement
"Randgold Shareholders would own approximately 30 per
cent. of the Enlarged Business" is calculated by dividing
the existing issued share capital of Randgold by the pro-forma number
of Randgold Shares which will be in issue after completion of the
Merger (as calculated in 7 below). |
|
5. |
The
statement "existing Ashanti Shareholders would own
approximately 70 per cent. of the Enlarged Business" is
calculated by dividing the number of Randgold Shares which will be
issued to Ashanti Shareholders under the Merger Proposal by the
pro-forma number of Randgold Shares which will be in issue after
completion of the Merger (as calculated in 7
below). |
|
6. |
The statement
"inclusion in the upper quartile of the FTSE
250" is based on a comparison of the pro-forma market
capitalisation of the Enlarged Business (as calculated in accordance
with 9 below) with the market capitalisation of the constituent
companies in the FTSE 250 index as at 22 September 2003. |
|
7. |
The pro-forma number of Randgold Shares in issue
after completion of the Merger of 96,622,772 is based on adding the
issued share capital of Randgold of 28,710,028 as at 30 June 2003 (as
sourced from Randgold's 2003 2Q Report) to the 67,912,744 new
Randgold Shares issued to Ashanti Shareholders under the Merger
Proposal (as calculated in accordance with 8
below). |
|
8. |
The 67,912,744 new Randgold Shares
to be issued under the Merger Proposal is based on multiplying the
fully diluted number of Ashanti Shares in issue of 135,825,488 (as
sourced from the Ashanti 2002 Annual Report) by the exchange ratio as
set out under the terms of the Merger Proposal. |
|
9. |
The pro-forma market capitalisation of the Enlarged
Business of approximately US$ 2.5 billion has been calculated by
multiplying the Closing Price of Randgold's ADRs on NASDAQ on the
Last Practicable Date by the pro-forma number of Randgold Shares which
will be in issue after completion of the
Merger. |
|
10. |
The pro-forma attributable annual
production of approximately 2.0 million ounces for the Enlarged
Business has been calculated by adding the attributable annual
production of Randgold as at 31 December 2002 of 0.4 million ounces (as
sourced from the Randgold 2002 Annual Report) to the attributable
annual production of Ashanti as at 31 December 2002 of 1.6 million
ounces (as sourced from the Ashanti 2002 Annual
Report). |
|
11. |
The pro-forma attributable proven
and probable reserves of approximately 24.9 million ounces for the
Enlarged Business has been calculated by adding the attributable proven
and |
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probable reserves of Randgold as at 31
December 2002 of 2.9 million ounces (as sourced from the Randgold 2002
Annual Report) to the attributable proven and probable reserves of
Ashanti as at 31 December 2002 of 22.0 million ounces (as sourced from
the Ashanti 2002 Annual Report). |
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12. |
The
pro-forma combined resources of approximately 46.6 million ounces of
the Enlarged Business has been calculated by adding the resources of
Randgold as at 31 December 2002 of 8.8 million ounces (as sourced from
the Randgold 2002 Annual Report) to the resources of Ashanti as at 31
December 2002 of 37.8 million ounces (as sourced from the Ashanti 2002
Annual Report). |
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13. |
The pro-forma EBITDA of the
Enlarged Business of approximately US$ 267 million has been calculated
by adding the 2002 pre-exceptional EBITDA of Randgold of US$ 80.8
million (as sourced from the Randgold 2002 Annual Report) to the 2002
pre-exceptional EBITDA of Ashanti of US$ 186.2 million (as sourced from
the Ashanti 2002 Annual Report). |
HSBC Bank
plc, which is regulated in the United Kingdom by the Financial Services
Authority, is acting for Randgold, and no-one else in connection with
the matters referred to in this announcement and will not be
responsible to any person other than Randgold for providing the
protections afforded to customers of HSBC Bank plc, or for advising any
such person on the contents of this announcement or any transaction
referred to in this announcement.
This announcement does
not constitute an offer to sell or the solicitation of an offer to buy
nor shall there be any sale or distribution of securities in any
jurisdiction in which such offer, sale or distribution is not
permitted.
DISCLAIMER: The content of this announcement,
which has not been approved by Ashanti, has been approved by and is the
sole responsibility of the Board of Randgold. Statements made in this
release with respect to Randgold's current plans, estimates,
strategies and beliefs and other statements that are not historical
facts are forward-looking statements about the future performance of
Randgold, Ashanti and the Enlarged Business. These statements are based
on assumptions and beliefs in light of the information currently
available. Randgold cautions you that a number of important risks and
uncertainties could cause actual results to differ materially from
those discussed in the forward-looking statements, and therefore you
should not place undue reliance on them. The potential risks and
uncertainties include, among others, risks associated with:
fluctuations in the market price of gold, gold production at Morila and
Obuasi, estimates of reserves and mine life, future growth potential
and capital investment, and the integration of Randgold's and
Ashanti's businesses. For a discussion of important factors and
risks involved in the companies' businesses, refer to
Randgold's Annual Report on Form 20-F for the year ended 31
December 2002, which was filed with the US Securities and Exchange
Commission on 27 June 2003, and Ashanti's Annual Report on Form
20-F for the year ended 31 December 2002, which was filed with the SEC
on 17 June 2003, and any other document in respect of the proposed
Merger which may be furnished to or filed with the SEC by Randgold or
Ashanti.
In the event that Randgold and Ashanti enter
into an agreement regarding the proposed Merger, Randgold will furnish
to, or otherwise file with, the SEC a scheme document/prospectus. In
the event a transaction is entered into, investors and security holders
are urged to carefully read the scheme document/prospectus regarding
the Merger when it becomes available because it
will
contain important information. In the event a
transaction is entered into, investors and security holders may obtain
a free copy of the scheme document/prospectus (when it becomes
available) and other documents containing information about Randgold
and Ashanti, without charge, at the SEC's website at
www.sec.gov. Copies of the scheme document/prospectus (when it
becomes available) would also be obtainable free of charge by directing
a request to Randgold Resources Limited, La Motte Chambers, La Motte
Street, St. Helier, Jersey JE1 1BJ, Channel Islands, Attn: David
Haddon, Group Secretary, telephone + 44 (0) 1534 735 333, fax +44 (0)
1534 735 444.
Randgold does not undertake any obligation
to update any forward looking statements discussed in this
announcement, whether as a result of new information, future events or
otherwise.
APPENDIX I
Definitions
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"AngloGold" |
AngloGold
Limited, a company incorporated under the laws of South Africa; |
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"Ashanti" |
Ashanti
Goldfields Company Limited, a publicly listed company registered under
the laws of the Republic of Ghana; |
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"Ashanti
GDS" |
the Global Depository Securities
of Ashanti, listed on the New York Stock Exchange; |
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"Ashanti
Shareholders" |
the holders of Ashanti
Shares or Ashanti GDSs; |
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"Ashanti
Shares" |
the ordinary shares of no par
value in the capital of Ashanti; |
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"Board" |
the board of
directors of Randgold or Ashanti, as the context requires; |
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"Closing Price" |
the
closing middle market price of the relevant security; |
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"Enlarged
Business" |
Randgold, as enlarged by the
proposed combination with Ashanti; |
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"Golden
Share" |
the one special rights
redeemable preference share of no par value in the share capital of
Ashanti owned by the Government of Ghana; |
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"Ghana
Companies Code" |
the Ghana Companies
Code 1963 (Act 179) as amended; |
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"Last Practicable
Date" |
22 September 2003, the last
trading day prior to the date of this
announcement; |
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"London Stock
Exchange" or
"LSE" |
London Stock
Exchange plc; |
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"Merger" |
the proposed
merger of Randgold and Ashanti; |
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"NASDAQ" |
the NASDAQ
National Market; |
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"Randgold" |
Randgold
Resources Limited, a company registered under the laws of Jersey; |
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"Randgold ADRs" |
the
Randgold American Depository Receipts currently listed on NASDAQ; |
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"Randgold GhDRs" |
the
proposed Ghanaian Depository Receipts of Randgold, 100 of which will
represent one Randgold Share; |
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"Randgold
Shareholders" |
the holders of Randgold
Shares; |
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"Randgold
Shares" |
the ordinary shares of 10 US
cents each in the capital of Randgold; |
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"UK" |
the United
Kingdom of Great Britain and Northern Ireland; |
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"US" or "United
States" |
the United States of America,
its territories and possessions, any state of the United States of
America and the District of Columbia, and all other areas subject to
its jurisdiction. |