UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 9)*
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)
April 20, 2006
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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).
Page 1
SCHEDULE 13D
CUSIP No. 035128 20 6
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NAME OF REPORTING PERSONS ANGLO AMERICAN PLC
1
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS:
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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 115,102,929
EACH ----------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH NONE
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10 SHARED DISPOSITIVE POWER
115,102,929
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
115,102,929
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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)
41.8%
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14 TYPE OF REPORTING PERSON (See Instructions)
CO
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Page 2
SCHEDULE 13D
CUSIP No. 035128 20 6
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NAME OF REPORTING PERSONS ANGLO SOUTH AFRICA CAPITAL (PTY) LTD.
1
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS:
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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 115,102,929
EACH ----------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH NONE
----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
115,102,929
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
115,102,929
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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)
41.8%
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14 TYPE OF REPORTING PERSON (See Instructions)
CO
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Page 3
This Amendment No. 9 ("Amendment No. 9") 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 and on April 11, 2006 by
Amendment No. 8.
Since the date of Amendment No. 8, the Reporting Persons have not
acquired beneficial ownership of any additional Ordinary Shares.
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 11
Diagonal Street, Johannesburg, 2001 South Africa.
Item 2. Identity and Background.
This Statement is being jointly filed by Anglo American plc and Anglo
South Africa Capital (Pty) Ltd. (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 (Pty) Ltd. ("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
Page 4
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.
Item 4. Purpose of Transaction.
Anglo American is the largest shareholder of the Issuer. The number of
members affiliated with Anglo American on the Issuer's Board of Directors may be
reduced as the Reporting Persons' percentage ownership of the Issuer declines.
Currently there is no agreement between the Issuer and Anglo American
concerning membership on the Issuer's Board of Directors by Anglo American.
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. For more information
see Exhibit B.
On February 22, 2006, Anglo American plc 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.
Page 5
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 (the
"Underwriters") 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 has been reduced to approximately 41.8%.
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 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.
Page 6
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 115,102,929 Ordinary Shares
representing 41.8% of the outstanding Ordinary Shares. The calculation of the
foregoing percentage is based on the number of Ordinary Shares outstanding as of
April 20, 2006 (the "Outstanding Shares").
Mr. R.M. Godsell is a beneficial owner of 9,177 Ordinary Shares and has
sole voting and dispositive power with respect to such Ordinary Shares. Mr. R.M.
Godsell is also a beneficial owner of 239,735 Ordinary Shares that Mr. Godsell
has the right to acquire upon the exercise of the options issued under the
Issuer's Share Incentive Scheme. The number of Ordinary Shares beneficially
owned by Mr. Godsell represents less than 0.1% of the Outstanding Shares.
Mr. G.G. Gomwe is a beneficial owner of 120 Ordinary Shares 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, 4,370 Ordinary Shares, 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) Except as disclosed in Amendment No. 9, 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 since April 11,
2006, the date of Amendment No. 8.
(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.
Page 7
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 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 Underwriters. 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 Share 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.
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)
Page 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:
April 20, 2006 ANGLO AMERICAN PLC
/s/ Nicholas Jordan
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Signature
Nicholas Jordan/Company Secretary
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Name/Title
Dated:
April 20, 2006 ANGLO SOUTH AFRICA CAPITAL (PTY) LTD
By: ANGLO AMERICAN PLC
Pursuant to the Joint Filing Agreement
/s/ Nicholas Jordan
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Signature
Nicholas Jordan/Company Secretary
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Name/Title
Page 9
EXHIBIT INDEX
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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)
Page 10