IMPORTANT NOTICE IMPORTANT: You Must Read the Following Disclaimer Before Continuing
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IMPORTANT NOTICE IMPORTANT: You must read the following disclaimer before continuing. The following disclaimer applies to the following attached prospectus supplement and the accompanying prospectus and you are therefore advised to read this disclaimer page carefully before reading, accessing or making any other use of the attached prospectus supplement and the accompanying prospectus. In accessing the attached prospectus supplement and the accompanying prospectus, you agree to be bound by the following terms and conditions, including any modifications to them from time to time, each time you receive any information from us as a result of such access. Confirmation of Your Representation: You have been sent the attached prospectus supplement and the accompanying prospectus on the basis that you have confirmed to Barclays Capital Inc., Citigroup Global Markets Inc., HSBC Bank plc and Scotia Capital (USA) Inc., or one of their affiliates, as the case may be, being the sender of the attached, that you consent to delivery by electronic transmission. This prospectus supplement and the accompanying prospectus have been sent to you in an electronic form. You are reminded that documents transmitted via this medium may be altered or changed during the process of transmission and consequently none of Barclays Capital Inc., Citigroup Global Markets Inc., HSBC Bank plc and Scotia Capital (USA) Inc., AngloGold Ashanti Limited or AngloGold Ashanti Holdings plc, or any person who controls any of them or any director, officer, employee or agent of any of these, or affiliate of any such person, accepts any liability or responsibility whatsoever in respect of any difference between the prospectus supplement and the accompanying prospectus distributed to you in electronic format and the hard copy version available to you on request from Barclays Capital Inc., Citigroup Global Markets Inc., HSBC Bank plc and Scotia Capital (USA) Inc., or one of their affiliates, as the case may be. You are reminded that the attached prospectus supplement and the accompanying prospectus have been delivered to you on the basis that you are a person into whose possession this prospectus supplement and the accompanying prospectus may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located, and you may not nor are you authorized to deliver this prospectus supplement and the accompanying prospectus to any other person. Restrictions: Nothing in this electronic transmission constitutes an offer to sell securities or a solicitation of an offer to buy securities in any state where the offer or sale is not permitted. Prospectus Supplement to Prospectus dated July 17, 2012 10JUL201216031102 AngloGold Ashanti Holdings plc $750,000,000 5.125% notes due 2022 Fully and Unconditionally Guaranteed by AngloGold Ashanti Limited The 5.125% notes due 2022, or the ‘‘notes’’, will bear interest at a rate of 5.125% per year. AngloGold Ashanti Holdings plc, or ‘‘Holdings’’, will pay interest on the notes each February 1 and August 1, commencing on February 1, 2013. Unless Holdings redeems the notes earlier, the notes will mature on August 1, 2022. The notes will rank equally with Holdings’ senior, unsecured debt obligations and the guarantee will rank equally with all other senior, unsecured debt obligations of AngloGold Ashanti Limited. Holdings may redeem some or all of the notes at any time and from time to time at the redemption price determined in the manner described in this prospectus supplement. Holdings may also redeem the notes in whole if certain tax events occur as described in this prospectus supplement. In addition, upon the occurrence of both (i) a change of control of AngloGold Ashanti Limited and (ii) a downgrade, within a specified period, of the notes from an investment grade rating to below an investment grade rating by each of Moody’s Investors Service, Inc. and Standard & Poor’s Ratings Services, Holdings will be required to make an offer to purchase the notes at a price equal to 101% of its principal amount plus accrued and unpaid interest, if any, to the date of repurchase. The notes will be issued in denominations of $1,000 and integral multiples of $1,000. We will apply to list the notes on the New York Stock Exchange. Currently, there is no public market for the notes. See ‘‘Risk Factors’’ starting on page S-16 of this prospectus supplement to read about factors you should consider before investing in the notes. Neither the United States Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus supplement and the accompanying prospectus. Any representation to the contrary is a criminal offense. Per note Total Initial public offering price(1) .............................................. 99.398% $745,485,000 Underwriting discount .................................................. 0.640% $ 4,800,000 Proceeds, before expenses, to AngloGold Ashanti Holdings plc ...................... 98.758% $740,685,000 (1) Plus accrued interest, if any, from July 30, 2012 if settlement occurs after that date. The underwriters expect to deliver the notes to purchasers in book-entry form only through the facilities of The Depository Trust Company for the accounts of its direct and indirect participants (including Euroclear S.A./N.V., as operator of the Euroclear System, and Clearstream Banking, soci´et´e anonyme) on or about July 30, 2012. Joint Book-Runners Barclays Citi HSBC Scotiabank Co-managers BMO Capital Markets Deutsche Bank Securities J.P. Morgan Mitsubishi UFJ Securities Prospectus Supplement dated July 25, 2012 TABLE OF CONTENTS Prospectus Supplement Page ABOUT THIS PROSPECTUS SUPPLEMENT .................................... S-ii WHERE YOU CAN FIND MORE INFORMATION ............................... S-ii NOTE REGARDING FORWARD-LOOKING STATEMENTS ........................ S-ii NOTE TO UK INVESTORS ................................................. S-iii NOTE TO EEA INVESTORS ................................................ S-iv ENFORCEMENT OF CERTAIN CIVIL LIABILITIES .............................. S-iv NON-GAAP FINANCIAL MEASURES ......................................... S-v INCORPORATION BY REFERENCE .......................................... S-v PROSPECTUS SUPPLEMENT SUMMARY ...................................... S-1 THE OFFERING ......................................................... S-12 RISK FACTORS .......................................................... S-16 USE OF PROCEEDS ...................................................... S-47 CAPITALIZATION ........................................................ S-48 RECONCILIATION OF TOTAL CASH COSTS AND TOTAL PRODUCTION COSTS TO FINANCIAL STATEMENTS ................................................ S-49 RATIO OF EARNINGS TO FIXED CHARGES .................................. S-51 EXCHANGE RATE INFORMATION .......................................... S-52 DESCRIPTION OF NOTES ................................................. S-53 TAXATION .............................................................. S-65 UNDERWRITING ........................................................ S-69 LEGAL MATTERS ........................................................ S-74 EXPERTS ............................................................... S-74 Prospectus ABOUT THIS PROSPECTUS ................................................ 2 WHERE YOU CAN FIND MORE INFORMATION ............................... 2 FORWARD-LOOKING STATEMENTS ......................................... 3 ENFORCEABILITY OF CERTAIN CIVIL LIABILITIES ............................ 4 ANGLOGOLD ASHANTI LIMITED ........................................... 5 ANGLOGOLD ASHANTI HOLDINGS PLC ..................................... 5 ANGLOGOLD ASHANTI HOLDINGS FINANCE PLC ............................. 5 RISK FACTORS .......................................................... 6 RATIO OF EARNINGS TO FIXED CHARGES .................................. 6 REASONS FOR THE OFFERING AND USE OF PROCEEDS ....................... 6 SELECTED FINANCIAL DATA .............................................. 7 PROSPECTUS SUPPLEMENT ............................................... 8 SOUTH AFRICAN RESERVE BANK APPROVAL ................................ 8 DESCRIPTION OF SHARE CAPITAL ......................................... 8 DESCRIPTION OF ADSs ................................................... 8 DESCRIPTION OF DEBT SECURITIES ........................................ 9 DESCRIPTION OF WARRANTS ............................................. 27 DESCRIPTION OF RIGHTS TO PURCHASE ORDINARY SHARES .................. 28 TAXATION .............................................................. 29 PLAN OF DISTRIBUTION .................................................. 29 LEGAL MATTERS ........................................................ 30 EXPERTS ............................................................... 31 S-i ABOUT THIS PROSPECTUS SUPPLEMENT This document consists of two parts. The first part is this prospectus supplement, which describes the specific terms of this offering of debt securities of AngloGold Ashanti Holdings plc guaranteed by AngloGold Ashanti Limited. The second part, the accompanying base prospectus, presents more general information. Generally, when we refer only to the ‘‘prospectus’’, we are referring to the base prospectus, including the documents incorporated by reference in the base prospectus. If the description of this offering varies between this