UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
ANGLOGOLD ASHANTI LIMITED
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(Name of Issuer)
ORDINARY SHARES
--------------------------------------------------------------------------------
(Title of Class of Securities)
035128206
--------------------------------------------------------------------------------
(CUSIP Number)
--------------------------------------------------------------------------------
Nicholas Jordan
Company Secretary
Anglo American plc
20 Carlton House Terrace
London SW1Y 5AN
United Kingdom
011-44-20-7698-8888
--------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
June 18, 2004
--------------------------------------------------------------------------------
(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 of 15 Pages
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:
---------------------------
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ ]
--------------------------------------------------------------------------------
3 SEC USE ONLY
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4 SOURCE OF FUNDS: AF
--
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION: England and Wales
-----------------
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
NONE
----
NUMBER OF ----------------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 134,788,099
EACH -----------
REPORTING ----------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH
NONE
----
----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
134,788,099
-----------
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
134,788,099
-----------
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions) [ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
50.99%
------
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
CO
--
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Page 2 of 15 Pages
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:
---------------------------
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ ]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS: AF
--
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION: The Republic of South Africa
----------------------------
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
NONE
----
NUMBER OF ----------------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 134,788,099
EACH -----------
REPORTING ----------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH
NONE
----
----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
134,788,099
-----------
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
134,788,099
-----------
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions) [ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
50.99%
------
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
CO
--
--------------------------------------------------------------------------------
Page 3 of 15 Pages
This Amendment No. 4 ("Amendment No. 4") 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 and on June 7, 2004 by Amendment No. 3.
Since the date of Amendment No. 3, the Reporting Persons have acquired
beneficial ownership of 2,700,000 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
Corporation of South Africa Limited ("AACSA"), which is a wholly owned
subsidiary of Anglo American International S.A. ("AA International"), which is a
wholly owned subsidiary of Anglo American (ASA, AACSA, and AA International,
collectively the "Holding Companies"). Other than pursuant to the directions
received from Anglo American, none of the Holding Companies have or share 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
Page 4 of 15 Pages
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 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.
The aggregate consideration (including securities tax and other costs)
paid for the Ordinary Shares acquired since the date of Amendment No. 3 is ZAR
524,951,335.87. The funds for the purchases have been supplied by a subsidiary
of Anglo American.
Item 4. Purpose of Transaction.
Anglo American is the largest shareholder of the Issuer. Currently,
five members of the Board of Directors of the Issuer are affiliated with Anglo
American. Anglo American does not currently intend to have more than five
members affiliated with Anglo American (excluding for these purposes Mr. R.M.
Godsell, Chief Executive Officer of the Issuer) on the Issuer's Board of
Directors at any time. However, currently there is no agreement between the
Issuer and Anglo American concerning membership on the Issuer's Board of
Directors by Anglo American.
Anglo American historically reported its beneficial ownership of the
Ordinary Shares on a Statement on Schedule 13G as such beneficial ownership was
acquired prior to the Ordinary Shares being registered pursuant to Section 12 of
the Exchange Act. As a result of the business combination transaction between
the Issuer and Ashanti Goldfields Company Limited that became effective on April
26, 2004 (the "Ashanti Transaction"), the percentage ownership interest of the
Reporting Persons in the Ordinary Shares was reduced to less than a majority.
The Ordinary Shares the acquisition of which was reported pursuant to the
original Schedule 13D and Amendments No. 1, 2 and 3 and is reported pursuant to
this Amendment No. 4 were acquired as part of the purchases intended to increase
the Reporting Persons' percentage ownership interest in the Ordinary Shares to
at least a majority after giving effect to the Ashanti Transaction. The
Reporting Persons intend to acquire from time to time additional Ordinary Shares
from the Issuer, through open market purchases or privately negotiated
transactions as may be necessary to enable them to maintain at least a majority
ownership interest in the Ordinary Shares.
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 to (a) acquire additional securities of the Issuer, through open
market purchases, privately negotiated transactions or otherwise, (b) dispose of
any securities of the Issuer owned by it in the open market, in privately
negotiated transactions or otherwise, or (c) 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 its 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 businesses generally, other developments and other
business opportunities available to the Reporting Persons, developments with
respect to the
Page 5 of 15 Pages
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.
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 134,788,099 Ordinary Shares
representing 50.99% of the outstanding Ordinary Shares. The calculation of the
foregoing percentage is based on the number of Ordinary Shares outstanding as of
June 7, 2004 (the "Outstanding Shares").
Mr. B.E. Davison is a beneficial owner of 1330 Ordinary Shares
representing less than 0.01% of the Outstanding Shares as trustee and
beneficiary of the Barry Davison Trust, which owns such Ordinary Shares, and
shares voting and dispositive power over such Ordinary Shares, with R.J. Davison
and Colin Bertram Brayshaw, as co-trustees of the trust.
Mr. R.M. Godsell is a beneficial owner of 460 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 166,300 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. P.C. Holding is a beneficial owner of 736 Ordinary Shares
representing less than 0.01% of the Outstanding Shares and has sole voting and
dispositive power with respect to such Ordinary Shares.
Page 6 of 15 Pages
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 Exhibits 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
Executive Committee 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 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) On June 17, 2004, Anglo SA Capital committed to acquire and on June 18,
2004 acquired from Lonmin plc 2,700,000 Ordinary Shares at a price of ZAR 194.43
per Ordinary Share (including securities tax and other costs) as part of an
international offering by Lonmin plc of the Ordinary Shares owned by Lonmin plc.
The settlement for the purchase will be effected on June 25, 2004 through the
facilities of the JSE Securities Exchange of South Africa.
Except as disclosed in this Amendment No. 4, 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 June 7, 2004, the date of Amendment No. 3.
(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.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
On June 17, 2004, Anglo SA Capital committed to acquire and on June 18,
2004 acquired from Lonmin plc 2,700,000 Ordinary Shares at a price of ZAR 194.43
per Ordinary Share (including securities tax and other costs) as part of an
international offering by Lonmin plc of the Ordinary Shares owned by Lonmin plc.
The settlement for the purchase will be effected on June 25, 2004 through the
facilities of the JSE Securities Exchange of South Africa. No written agreement
was entered into in connection with the purchase of such Ordinary Shares from
Lonmin plc.
On June 4, 2004, Anglo SA Capital acquired from Lonmin plc 3,500,000
Ordinary Shares at a price of ZAR 214.71 per Ordinary Share. The purchase was
effected through the JSE Securities Exchange of South Africa. No written
agreement was entered into in connection with the purchase of such Ordinary
Shares from Lonmin plc.
In connection with the Ashanti Transaction, Anglo American irrevocably
and unconditionally agreed to vote (in person or by proxy) in favor of any
proposed special
Page 7 of 15 Pages
resolution at an extraordinary general meeting of the Issuer to change the name
of the Issuer. Anglo American has performed its undertaking, and the Issuer
changed its name from AngloGold Limited to AngloGold Ashanti Limited effective
April 26, 2004.
Except as described in this Statement, there are no contracts,
arrangements, understandings or relationships (legal or otherwise) between any
of the Reporting Persons and between such persons and any other person with
respect to any securities of the Issuer, including, but not limited to, transfer
or voting of any securities, finder's fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, division of profits or
losses, or the giving or withholding of proxies.
Item 7. Materials to be Filed as Exhibits.
Exhibit Description
Exhibit A Directors and Officers of Anglo American and Anglo SA Capital.
Exhibit C Joint Filing Agreement among the Reporting Persons pursuant to
Rule 13d-1(k)(1)(iii).
Exhibit E Irrevocable undertaking to vote in favour of change of
AngloGold Limited's name.
Page 8 of 15 Pages
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:
June 21, 2004 ANGLO AMERICAN PLC
/s/ Nicholas Jordan
--------------------------------------
Signature
Nicholas Jordan/Company Secretary
--------------------------------------
Name/Title
Dated:
June 21, 2004 ANGLO SOUTH AFRICA CAPITAL
(PTY) LTD
By: ANGLO AMERICAN PLC
Pursuant to the Joint Filing Agreement
/s/ Nicholas Jordan
--------------------------------------
Signature
Nicholas Jordan/Company Secretary
--------------------------------------
Name/Title
Page 9 of 15 Pages
EXHIBIT INDEX
-------------
Exhibit Description
Exhibit A Directors and Officers of Anglo American and Anglo SA Capital.
Exhibit C Joint Filing Agreement among the Reporting Persons pursuant to
Rule 13d-1(k)(1)(iii).
Exhibit E Irrevocable undertaking to vote in favour of change of
AngloGold Limited's name.
Page 10 of 15 Pages
EXHIBIT A
---------
DIRECTORS AND EXECUTIVE OFFICERS OF ANGLO AMERICAN
The name, residence or business address, present principal occupation
or employment, the name of any corporation or other organization in which such
occupation or employment is conducted, together with his principal business
address and the citizenship of the directors and executive officers of Anglo
American plc are set forth below.
Name: Sir Mark Moody-Stuart (Chairman)
Citizenship: British
Business Address: 20 Carlton House Terrace, London SW1Y 5AN, United Kingdom
Principal Occupation: Chairman, Anglo American
Name: Mr A.J. Trahar (Chief Executive)
Citizenship: South African
Business Address: 20 Carlton House Terrace, London SW1Y 5AN, United Kingdom
Principal Occupation: Chief Executive, Anglo American
Name: Mr D.J. Challen (Non-Executive Director)
Citizenship: British
Business Address: 20 Carlton House Terrace, London SW1Y 5AN, United Kingdom
Principal Occupation: Company Director
Name: Mr B.E. Davison (Executive Director)
Citizenship: South African
Business Address: 20 Carlton House Terrace, London SW1Y 5AN, United Kingdom
Principal Occupation: Executive Director, Anglo American
Name: Dr C.E. Fay (Non-Executive Director)
Citizenship: British
Business Address: Merrifield, Links Road, Bramley, Guilford Surrey GU5 0AL United Kingdom
Principal Occupation: Director of Companies
Name: Mr R.M. Godsell (Non-Executive Director)
Citizenship: South African
Business Address: 11 Diagonal Street, Johannesburg 2001, South Africa
Principal Occupation: Executive Director and Chief Executive, AngloGold Ashanti Limited
Name: Mr A.W. Lea (Finance Director)
Citizenship: British
Business Address: 20 Carlton House Terrace, London SW1Y 5AN, United Kingdom
Principal Occupation: Finance Director, Anglo American
Name: Mr G. Lindahl (Non-Executive Director)
Citizenship: Swedish
Business Address: 20 Carlton House Terrace, London SW1Y 5AN, United Kingdom
Principal Occupation: Company Director
Page 11 of 15 Pages
Name: Mr R.J. Margetts (Senior Independent Non-Executive Director)
Citizenship: British
Business Address: 20 Carlton House Terrace, London SW1Y 5AN, United Kingdom
Principal Occupation: Chairman, Legal and General Group plc
Name: Dr Maria Silvia Bastos Marques (Non-Executive Director)
Citizenship: Brazilian
Business Address: Rua do Mercado, 11/1711/17 andar, 20010-120, Centro, Rio de Janeiro
Principal Occupation: Director of Companies
Name: Mr W.A. Nairn (Executive Director)
Citizenship: South African
Business Address: 20 Carlton House Terrace, London SW1Y 5AN, United Kingdom
Principal Occupation: Technical Director, Anglo American
Name: Mr N.F. Oppenheimer (Non-Executive Director)
Citizenship: South African
Business Address: De Beers House, corner Diamond Drive and Crownwood Road, Theta,
Johannesburg, 2013, South Africa
Principal Occupation: Director and Chairman, De Beers S.A.
Name: Mr F.T.M. Phaswana (Non-Executive Director)
Citizenship: South African
Business Address: BP Town Square, 61 St. George's Hall, Cape Town 8001, South Africa
Principal Occupation: Regional President, BP Africa
Name: Sir David Scholey (Non-Executive Director)
Citizenship: British
Business Address: 1 Finsbury Avenue, London EC2M 2PP, United Kingdom
Principal Occupation: Director of Companies
Name: Professor K.A.L.M. Van Miert (Non-Executive Director)
Citizenship: Belgium
Business Address: Puttestraat 10, B-1650 Beersel, Belgium
Principal Occupation: Director of Companies
Page 12 of 15 Pages
DIRECTORS AND EXECUTIVE OFFICERS OF ANGLO SA CAPITAL
The name, residence or business address, present principal occupation
or employment, the name of any corporation or other organization in which such
occupation or employment is conducted, together with his principal business
address and the citizenship of the directors and executive officers of Anglo SA
Capital are set forth below.
Name: Mr. P.R.N. Arthur
Citizenship: South African
Business Address: 44 Main Street, Johannesburg, 2001
Principal Occupation: Executive VP: General Counsel AACSA
Name: Mr. D.D. Barber
Citizenship: South African
Business Address: 44 Main Street, Johannesburg, 2001
Principal Occupation: Finance Director: AACSA
Name: Mr. P.M. Baum
Citizenship: South African
Business Address: 44 Main Street, Johannesburg, 2001
Principal Occupation: Chairman and CEO: Ferrous Metals and Industries Division,
Anglo American
Name: Mr. B.E. Davison
Citizenship: South African
Business Address: 44 Main Street, Johannesburg, 2001
Principal Occupation: Executive Director, Anglo American
Name: Mr. P.C. Holding
Citizenship: South African
Business Address: 44 Main Street, Johannesburg, 2001
Principal Occupation: Senior VP: International Accounts, AACSA
Name: Mr. N.B. Mbazima
Citizenship: Zambian
Business Address: 44 Main Street, Johannesburg, 2001
Principal Occupation: Chief Financial Officer, Anglo Coal
Name: Mr. W.A. Nairn
Citizenship: South African
Business Address: 44 Main Street, Johannesburg, 2001
Principal Occupation: Group Technical Director, Anglo American
Name: Mr. A.J. Trahar
Citizenship: South African
Business Address: 44 Main Street, Johannesburg, 2001
Principal Occupation: Chief Executive, Anglo American
Name: Mr. P.L. Zim
Citizenship: South African
Business Address: 44 Main Street, Johannesburg, 2001
Principal Occupation: Deputy CEO, AACSA
Page 13 of 15 Pages
EXHIBIT C
---------
JOINT FILING AGREEMENT
----------------------
The undersigned hereby agree that the Statement on Schedule 13D, dated
November 21, 2003 ("Schedule 13D), with respect to the ordinary shares, par
value Rand 0.25 each of AngloGold Limited is, and any amendments thereto
executed by each of us shall be, filed on behalf of each of us pursuant to and
in accordance with the provisions of Rule 13d-1(k) promulgated under the
Securities and Exchange Act of 1934, as amended, and that this shall be included
as an Exhibit to the Schedule 13D and each such amendment. Each of the
undersigned agrees to be responsible for the timely filing of the Schedule 13D
and any amendments thereto, and for the completeness and accuracy of the
information concerning itself contained therein. In addition, each party to this
Agreement expressly authorizes each other party to this Agreement to file on its
behalf any and all amendments to such Schedule 13D. This Agreement may be
executed in any number of counterparts, all of which taken together shall
constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned have executed this agreement as of
November 21, 2003.
ANGLO AMERICAN PLC
By: /s/ A.J. Trahar
------------------------
Name: A.J. Trahar
Title: Chief Executive
ANGLO SOUTH AFRICA CAPITAL
(PTY) LIMITED
By: /s/ A.J. Trahar
------------------------
Name: A.J. Trahar
Title: Director
By: /s/ D.J. Alison
------------------------
Name: D.J. Alison
Title: Secretary
Page 14 of 15 Pages
EXHIBIT E
---------
IRREVOCABLE UNDERTAKING TO VOTE IN FAVOUR OF CHANGE OF
ANGLOGOLD LIMITED'S NAME
[ANGLO AMERICAN PLC LETTERHEAD]
Private & Confidential
AngloGold Limited
11 Diagonal Street
Johannesburg 2001
PO Box 62117
Marshalltown 2107
Republic of South Africa
22nd May 2003
Dear Sirs
Irrevocable Undertaking to Vote in Favour of Change of AngloGold
Limited's Name
In connection with a proposed merger between AngloGold Limited (the "Company")
and Ashanti Goldfields Company Limited by way of a scheme of arrangement under
the Ghana Companies Code of 1963, as amended (the "Merger"), we hereby
irrevocably and unconditionally agree to vote (in person or by proxy) in favour
of any proposed special resolution at an extraordinary general meeting of the
Company to change the name of the Company.
Yours faithfully
/s/: AW Lea
--------------------
AW Lea
for and on behalf of
ANGLO AMERICAN PLC
Page 15 of 15 Pages