PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION AS OF AND FOR THE YEAR
ENDED DECEMBER 31, 2003 TO SHOW THE EFFECTS OF THE COMBINATION WITH ASHANTI
GOLDFIELDS COMPANY LIMITED, AS WELL AS THE ISSUE OF GUARANTEED BONDS
Basis of presentation
Set out below is consolidated pro forma condensed combined financial information of AngloGold
Limited or "AngloGold". This is provided for illustrative purposes only in order to show the effects of the combination of AngloGold and Ashanti Goldfields Company Limited or "Ashanti" accounted for as a purchase and the issuance of the Bonds (as defined below), assuming these transactions took place on January 1, 2003 for purposes of the income statements and on December 31, 2003 for purposes of the balance sheet.
The 2.375 per cent guaranteed convertible bonds due 2009 in an aggregate principle amount of US$1
billion (the "Bonds") of AngloGold Holdings plc were issued on February 27, 2004 and are fully, unconditionally and irrevocably guaranteed by AngloGold and convertible into American Depositary Shares ("ADSs"), each as of the date hereof representing one ordinary share of AngloGold of ZAR0.25 par value each.
The pro forma condensed combined financial information has been prepared for comparative
purposes only and does not purport to be indicative of what the results or financial position would have been if the combination had actually occurred at an earlier date, or to project the results of the combined companies' operations for any future date or period.
Historical financial information for AngloGold presented in this Form 6-K has been prepared in
accordance with US GAAP.
Historical financial information for Ashanti presented in this Form 6-K has been prepared in
accordance with UK GAAP. UK GAAP differs in certain significant respects from US GAAP. Note 29 of the historical audited annual financial statements of Ashanti sets forth a discussion of the principal differences between UK GAAP and US GAAP and a reconciliation from UK GAAP to US GAAP of shareholders' equity as at the end of, and the profit/loss attributable to shareholders for, the periods presented. This information has been used to adjust the Ashanti UK GAAP financial statements to US GAAP and for this reason does not necessarily incorporate all adjustments that might be necessary.
The pro forma condensed combined income statement information is based on the historical
statements of income of AngloGold and Ashanti as set out below and reflects the position after giving effect to the pro forma adjustments described in the accompanying notes thereto as if the combination and Bonds issuance was effective from January 1, 2003:
·
AngloGold's audited consolidated income statement for the year ended December 31, 2003, prepared in accordance with US GAAP adjusted for the effects of the issue of the Bonds,
·
Ashanti's audited consolidated income statement for the year ended December 31, 2003, prepared in accordance with UK GAAP and reconciled to US GAAP.
The pro forma condensed combined balance sheet information is based on the historical balance
sheets of AngloGold and Ashanti as set out below and reflects the position after giving effect to the pro forma adjustments described in the accompanying notes thereto as if the combination and Bonds issuance occurred on December 31, 2003:
·
AngloGold's audited consolidated balance sheet as at December 31, 2003 prepared in accordance with US GAAP, adjusted for the effects of the issue of the Bonds;
·
Ashanti's audited consolidated balance sheet as at December 31, 2003 prepared in accordance with UK GAAP and reconciled to US GAAP.
In preparing the pro forma results the Ashanti and the Geita joint venture, gold hedges have been treated as
non-hedge derivatives and the estimated change in the marked-to-market value of these derivatives over the period has been recognized as a non-hedge derivative loss of US$441 million or basic and diluted earnings per share of 167 US cents. This treatment results in an adverse effect on the pro-forma basic earnings per share and diluted earnings per share.
The marked-to-market value of gold hedges is done at a point in time and results in a non-hedge derivative
loss (or profit) that is in no way predictive of the future value of the hedge position or of the future impact on the revenue of the company. The marked-to-market loss of Ashanti's hedge book will be taken into account in determining the fair value of Ashanti's assets.
No adjustment has been made in the pro forma financial statements for the expected synergies or cost savings
to be generated in the combination with Ashanti.
Estimated per share information for the year ended December 31, 2003
The pro forma historical financial effects of the combination and the Bonds issuance are as follows:
For the year ended December 31, 2003 and as at December 31, 2003
Before the
Bonds and the
Combination
Adjusted for
the Bonds and
before the
Combination
After the
Combination
(1)(8)
Net asset value per ordinary share
(2)
- US cents
927
927
1,374
Net tangible asset value per ordinary share
(2)
- US cents
743
743
840
Basic earnings/(loss) per ordinary share
(3)
- US cents
112
109
(78)
Diluted earnings/(loss) per ordinary share
(4)
- US cents
112
109
(78)
Weighted average number of ordinary shares
(5)
222,836,574
222,836,574
264,001,874
Diluted number of ordinary shares
(6)
223,717,575
239,102,190
280,267,490
Number of ordinary shares in issue
(7)
223,136,342
223,136,342
264,301,642
NOTES:
1. It is assumed for the purposes of the above calculations that 41,165,300 AngloGold ordinary shares will be issued as a
result of the combination with Ashanti on the basis that the 130,486,968 Ashanti ordinary shares currently in issue, together with 2,296,826 Ashanti warrants in issue as at December 31, 2003, are exchanged at the share exchange ratio of 0.29 AngloGold ordinary shares per Ashanti ordinary share or warrants and that 2,658,000 AngloGold ordinary shares will be issued to the Government of Ghana under the Stability Agreement between AngloGold and the Government of Ghana. All outstanding options over Ashanti ordinary shares are assumed to be cancelled for cash.
2. Net asset value per ordinary share is computed by dividing share capital and reserves by the number of ordinary shares in
issue. Net tangible asset value per ordinary share is computed by dividing share capital and reserves (excluding goodwill) by the number of ordinary shares in issue.
3. Basic earnings/(loss) per ordinary share is computed by dividing income/(loss) before cumulative effect of accounting
change by the weighted average number of ordinary shares in issue.
4. Before the combination with Ashanti diluted earnings/(loss) per ordinary share is computed by dividing income/(loss)
before cumulative effect of accounting change by the weighted average diluted number of ordinary shares. For AngloGold the effects of the Bonds are antidilutive and accordingly dilutive earnings per share is equal to the basic earnings per share.
5. The weighted average number of AngloGold ordinary shares in issue was 222,836,574 for the year ended December 31,
2003 and as a result of the issuance of 41,165,300, the weighted average number of AngloGold ordinary shares in issue after giving effect to the combination (see note 1) would have been 264,001,874.
6. The weighted average diluted number of AngloGold ordinary shares in issue was 223,717,575 for the year ended
December 31, 2003 and as a result of the issuance of 41,165,300 AngloGold ordinary shares in the combination (see note 1) with Ashanti and pursuant to the Stability Agreement and the issuance of 15,384,615 AngloGold ordinary shares in the Bonds issue, the weighted average diluted number would have been 280,267,490.
7. The number of AngloGold ordinary shares in issue as at December 31, 2003 was 223,136,342, and as a result of the
issuance of 41,165,300 AngloGold ordinary shares in the combination (see note 1), the number of AngloGold ordinary shares in issue after giving effect to the combination would have been 264,301,642 AngloGold ordinary shares.
8. The financial effects have been calculated based on the average market price of AngloGold ADSs on the New York Stock
Exchange of US$38 a share during the two days before and after October 15, 2003, the day on which the issue price was announced to be increased to 29 AngloGold ordinary shares for each 100 Ashanti ordinary shares in issue.
Notes to the Adjustments to the Pro Forma Condensed Combined Income Statements and Balance Sheet
1
Bonds Adjustments
1.1
Interest expense
Represents the net finance charges on the Bonds, calculated at an all inclusive cost of 2.555 per cent on the net proceeds of US$991 million, less charges saved on AngloGold's existing facilities, assumed to be repaid with funds from the Bonds issue.
1.2
Cash and cash equivalents
Represents surplus cash from the Bonds issue after repayment of drawdowns on the existing facilities of AngloGold.
1.3
Borrowings
Represents the net proceeds of the Bonds issue of US$991 million, net of costs, after repayments of US$465 million being the long term portion of the drawdowns of AngloGold's existing facilities.
1.4
Current portion of borrowings
Represents the repayment of the US$232 million current short term draw down from the funds raised from the issue of the Bonds.
2
Adjustments to Convert the UK GAAP Consolidated Financial Information of Ashanti to an US GAAP Basis and Reclassification
2.1
Product sales and non-hedge derivatives
Under UK GAAP, Ashanti defers some derivative gains or losses in creditors. Under US GAAP such gains or losses are not deferred, they are recognized in income immediately. Product sales has been adjusted for the movement in deferred hedging income transferred from creditors. The adjustment to the non-hedge derivatives represents the movement in the fair value and marked-to-market value of the non-hedge derivative items. Maturing hedge contracts have been allocated to product sales under UK GAAP, under US GAAP a reallocation has been made between product sales and non-hedge derivatives.
2.2
Depreciation, depletion and amortization on tangible assets
Represents the reduction in depreciation charge on tangible assets where a greater impairment would have been recognized under US GAAP in a previous period.
2.3
Impairment of assets
In the assessment of long-lived assets for impairment under UK GAAP the recoverable amount based on discounted cash flows, includes future hedging income, which is compared to the assets' carrying value. Under US GAAP hedging income is only included in the future cash flows of off balance sheet commodity contracts when an assessment for impairment is made. In addition under US GAAP undiscounted cash flows are used when an assessment for impairment is made.
2.4
Other
Variable stock option compensation plans Under UK GAAP, the voluntary cancellation and regrant of options are treated as separate events. At the date of grant, the option prices were above the market price of Ashanti's shares. Consequently, the options have no intrinsic value and no compensation charge has been recognized. Under US GAAP the voluntary cancellation and regrant of options are also treated as separate events. However, under US GAAP, accounting for the newly granted options is required. Consequently, compensation cost in respect of options granted during the year has been measured at the period end as the difference between the quoted market price and the option strike price to be paid by the employee. Such expense is being recognized over the three year service period.
2.5
Equity income in affiliates
Represents the Geita joint venture's portion of the adjustment relating to the movement in the marked-to market value of the non hedge derivatives.
4.6
Goodwill
As part of the purchase price allocation, AngloGold allocated fair value and goodwill to the assets and liabilities of Ashanti. This results in a new basis for all assets and liabilities of Ashanti, and upon the allocation of the new goodwill values, the historic goodwill of Ashanti has been eliminated.
4.7
Deferred taxation
The increase in the deferred tax liability is the result of adjusting deferred tax for the fair value of the acquired properties, calculated at the applicable rate of 30 per cent.
4.8
Share price
The consolidated pro forma financial information has been compiled based on the average market price of AngloGold ADSs on the New York Stock Exchange of US$38 a share during the two days before and after October 15, 2003, the day on which the issue price was announced to be increased to 29 AngloGold ordinary Shares for each 100 Ashanti ordinary Shares in issue.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, AngloGold Limited has duly caused
this report to be signed on its behalf by the undersigned, thereunto duly authorized.
ANGLOGOLD LIMITED
Date:
March 19, 2004
By: /s/ C R B
ULL
Name: C R Bull
Title:
Company Secretary