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Results of Centamin Court Meeting and General Meeting
AngloGold Ashanti plc
(Incorporated in England and Wales) Registration No. 14654651
LEI No. 2138005YDSA7A82RNU96
ISIN: GB00BRXH2664
CUSIP: G0378L100
NYSE Share code: AU
JSE Share code: ANG
("AngloGold Ashanti", "AGA" or the "Company")
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION
FOR IMMEDIATE RELEASE
28 October 2024
RECOMMENDED ACQUISITION
OF
CENTAMIN PLC
BY
ANGLOGOLD ASHANTI PLC
RESULTS OF COURT MEETING AND GENERAL MEETING HELD ON 28 OCTOBER 2024
On 10 September 2024, the boards of Centamin plc ("Centamin") and AngloGold Ashanti plc
("AngloGold Ashanti") announced that they had agreed the terms of a recommended acquisition of
Centamin (the "Transaction"). The Transaction is being implemented by way of a court-sanctioned
scheme of arrangement between Centamin and the Scheme Shareholders under article 125 of the
Jersey Companies Law (the "Scheme"). Capitalised terms in this announcement, unless otherwise
defined, have the same meanings as set out in the scheme document published on 30 September 2024
in connection with the Transaction (the "Scheme Document"). All references to times in this
announcement are to London times unless otherwise stated.
Centamin is pleased to announce the results of the Court Meeting and General Meeting held today in
connection with the Transaction. The requisite quorum for each of the Court Meeting and the General
Meeting was present.
At the Court Meeting, as more particularly described below, the requisite majority in number of
Scheme Shareholders who voted (either in person or by proxy) and who together represented more
than 75% of the voting rights of all Centamin Shares voted in favour of the resolution to approve the
Scheme. The resolution was accordingly passed.
At the General Meeting, as more particularly described below, the requisite majority of Centamin
Shareholders voted to pass the Special Resolution approving the Transaction and the amendment of
the Centamin Articles.
Full details of the resolutions that were proposed are set out in the notices of the Court Meeting and
General Meeting contained in the Scheme Document.
The total number of Centamin Shares in issue at the Scheme Voting Record Time was 1,161,082,695.
Therefore, the total number of voting rights in Centamin on the Scheme Voting Record Time was
1,161,082,695.
Voting results of the Court Meeting
The results of the poll at the Court Meeting are set out in the table below. Each Scheme Shareholder
present in person or by proxy, was entitled to one vote for each Scheme Share held at the Scheme
Voting Record Time.
Scheme No. of Scheme
Scheme Shares voted Shareholders who Shares voted as a
Results of Court voted % of the Scheme
Meeting Shares eligible to
Number %(1) Number %(1) be voted at the
Court Meeting(1)
FOR 725,721,739 98.08 94 77.69 62.50
AGAINST 14,177,424 1.92 27 22.31 1.22
TOTAL(2) 739,899,163 100 121 100 63.72
(1) Rounded to two decimal places.
(2) The aggregate of Scheme Shareholders voting "for" and "against" the resolution as set out in this row exceeds the total
number and percentage of Scheme Shareholders who voted because 11 registered members gave instructions for votes
to be cast "for" the resolution in respect of part of their holding of Scheme Shares and "against" the resolution in respect
of another part of their holding of Scheme Shares.
Voting results of the General Meeting
The results of the poll at the General Meeting are set out in the table below. Each Centamin
Shareholder present in person or by proxy was entitled to one vote for each Centamin Share held at
the Scheme Voting Record Time.
Votes FOR (including
Votes
Chairman's Votes AGAINST Total Votes
Withheld(1)
discretionary votes)
Special No. of votes % of shares No. of votes % of No. of votes No. of votes
(2)
Resolution voted shares
voted(2)
(A) Directors' 725,322,277 98.22 13,126,132 1.78 738,458,409 383,744
authorisation to
implement the
Scheme
(B) Amendment
of the articles of
association of
Centamin
(1) A vote withheld is not a vote in law and is not counted in the calculation of the proportion of votes 'For' or 'Against' the
Special Resolution.
(2) Rounded to two decimal places.
Effective Date and Timetable
Completion of the Transaction remains subject to the satisfaction or, if applicable, waiver of the
remaining Conditions set out in Part 3 of the Scheme Document, including the sanction of the Scheme
by the Jersey Court at the Scheme Court Hearing, which is expected to take place on 20 November
2024. Subject to the satisfaction or waiver of the remaining Conditions, the Scheme is expected to
become Effective on 22 November 2024.
Prior to the Effective Date, Centamin will make an application for the suspension of trading of the
Centamin Shares on the London Stock Exchange's Main Market for listed securities to take effect by
7.30 a.m. on the Effective Date and for the cancellation of the listing of the Centamin Shares on the
Official List to take effect by 8.00 a.m. on the Business Day following the Effective Date (and subject
to the Scheme becoming Effective). Centamin has received conditional approval from the Toronto
Stock Exchange for the delisting of the Centamin Shares from the Toronto Stock Exchange, to take
effect at 4.30 p.m. (Toronto time) on the Business Day following the Effective Date.
An updated expected timetable of principal events for the implementation of the Scheme is set out in
the Appendix to this announcement. If any change to the key dates and/or times set out in the
timetable is made, Centamin will give notice of this change by issuing an announcement through a
Regulatory Information Service, with such announcement being made available on Centamin's
website at www.centamin.com.
General
Copies of the resolutions passed at the Court Meeting and the Centamin General Meeting will be
submitted today to the National Storage Mechanism and will be available for inspection at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism. The Scheme Document is also available
for inspection on the National Storage Mechanism.
Certain figures included in this announcement have been subjected to rounding adjustments.
Accordingly, figures shown as totals in certain tables may not be an arithmetic aggregation of the
figures that precede them.
Enquiries:
Centamin
Michael Stoner, Head of Corporate investor@centaminplc.com
FTI Consulting (public relations advisor to Centamin) +44 20 3727 1000
centamin@fticonsulting.com
Ben Brewerton
Sara Powell
Nick Hennis
Bofa Securities (Financial Adviser to Centamin) +44 (0)20 7628 1000
Ben Davies
Geoff Iles
George Close-Brooks
Abhi Khabra
Sid Rishi
BMO Capital Markets (Joint Financial Adviser to Centamin) +44 (0)20 7236 1010
Gary Mattan
Tom Rider
Pascal Lussier-Duquette
Nick Macann
AngloGold Ashanti
Media enquiries: media@anglogoldashanti.com
Andrea Maxey +61 08 9435 4603 / +61 400 072 199
Stewart Bailey +27 81 032 2563
Investor enquiries: yrchowthee@anglogoldashanti.com
amaxey@anglogoldashanti.com
Yatish Chowthee +27 11 637 6273 / +27 78 364 2080
Andrea Maxey +61 08 9435 4603 / +61 400 072 199
Stewart Bailey +27 81 032 2563
FGS Global (public relations adviser to AngloGold Ashanti) +44 20 7251 3801
Faeth Birch
James Murgatroyd
Sarah Roberts
Gordon Dyal & Co (lead financial adviser to AngloGold +1 212 321 4010
Ashanti)
Gordon Dyal
Stefan Grimbacher
Matt Strain
Goldman Sachs International Limited (financial adviser to +44 (0) 20 7774 1000
AngloGold Ashanti)
Nimesh Khiroya
David Hammond
Charles Tongue
Warren Stables
JSE Sponsor
The Standard Bank of South Africa Limited
Further information
Norton Rose Fulbright LLP is acting as legal adviser to Centamin in connection with the Transaction.
Slaughter and May is acting as legal adviser to AngloGold Ashanti in connection with the Transaction.
This announcement is for information purposes only and is not intended to and does not constitute, or
form part of, any offer or invitation, or the solicitation of any offer or invitation, to purchase, otherwise
acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or
approval in any jurisdiction pursuant to the Transaction or otherwise, nor shall there be any sale,
issuance or transfer of securities of AngloGold Ashanti or Centamin in any jurisdiction pursuant to the
Transaction in contravention of applicable laws.
The Transaction will be made and implemented solely pursuant to the terms of the Scheme Document
(or if the Transaction is implemented by way of a Takeover Offer, the Offer Document), which contains
the full terms and conditions of the Transaction, including details of how to vote in respect of the
Transaction.
Centamin and AngloGold Ashanti urge Centamin Shareholders to read the Scheme Document because
it contains important information relating to the Transaction.
This Announcement does not constitute a prospectus, prospectus equivalent document or an exempted
document.
The statements contained in this announcement are made as at the date of this announcement, unless
some other time is specified in relation to them, and publication of this announcement shall not give
rise to any implication that there has been no change in the facts set forth in this announcement since
such date.
This announcement does not constitute or form part of, and should not be construed as, any public
offer under any applicable legislation or an offer to sell or solicitation of any offer to buy any securities
or financial instruments or any advice or recommendation with respect to such securities or other
financial instruments. The Transaction may have tax consequences for Centamin Shareholders.
Centamin Shareholders are urged to consult with their own legal, tax and financial advisers in
connection with making a decision regarding this Transaction.
Disclaimers
BofA Securities, a subsidiary of Bank of America Corporation, which is authorised by the Prudential
Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation
Authority in the United Kingdom, is acting exclusively for Centamin and for no one else in connection
with the matters set out in this announcement and will not be responsible to anyone other than
Centamin for providing the protections afforded to its clients or for providing advice in relation to the
subject matter of this announcement or any other matters referred to in this announcement. Neither
BofA Securities nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever
(whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who
is not a client of BofA Securities in connection with this announcement, any statement contained herein
or otherwise.
BMO, which is authorised and regulated by the FCA in the United Kingdom, is acting exclusively for
Centamin and no one else in connection with the matters set out in this announcement and will not
regard any other person as its client in relation to the matters in this announcement and will not be
responsible to anyone other than Centamin for providing the protections afforded to clients of BMO
nor for providing advice in relation to any matter referred to in this announcement. Neither BMO nor
any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or
indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of
BMO in connection with this announcement, any statement contained herein or otherwise.
Gordon Dyal & Co, which is registered in the United States with FINRA and regulated by the SEC, is
acting exclusively for AngloGold Ashanti and no one else in connection with the Transaction and will
not be responsible to anyone other than AngloGold Ashanti in respect of protections that may be
afforded to clients of Gordon Dyal & Co or for providing advice in relation to the Transaction or any
other matters referred to herein. Neither Gordon Dyal & Co nor any of its affiliates owes or accepts any
duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort,
under statute or otherwise) to any person who is not a client of Gordon Dyal & Co in connection with
this announcement, any statement contained herein or otherwise.
Goldman Sachs International, which is authorised by the PRA and regulated by the FCA and the PRA in
the United Kingdom, is acting exclusively for AngloGold Ashanti and no one else in connection with the
matters set out in this announcement and will not be responsible to anyone other than AngloGold
Ashanti for providing the protections afforded to clients of Goldman Sachs International or for
providing advice in relation to the matters referred to in this announcement. Neither Goldman Sachs
International nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever
(whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who
is not a client of Goldman Sachs International in connection with this announcement, any statement
contained herein or otherwise.
Overseas jurisdictions
The availability of the Transaction and/or the New AngloGold Ashanti Shares, and the release,
publication or distribution of this announcement in, into or from jurisdictions other than the United
Kingdom, the United States, Australia, Canada or Jersey may be restricted by law and therefore any
persons who are subject to the laws of any jurisdiction other than the United Kingdom, the United
States, Australia, Canada or Jersey should inform themselves about, and observe any applicable legal
or regulatory requirements.
In particular, the ability of persons who are not citizens of or resident in the United Kingdom, the United
States, Australia, Canada or Jersey, or who are subject to the laws of another jurisdiction, to vote their
Centamin Shares with respect to the Scheme at the Court Meeting, or to execute and deliver Forms of
Proxy appointing another to vote at the Court Meeting on their behalf, may be affected by the laws of
the relevant jurisdictions in which they are located or of which they are citizens.
Persons who are not resident in the United Kingdom, the United States, Australia, Canada or Jersey
should inform themselves of, and observe any applicable legal or regulatory requirements of their
jurisdictions. Any failure to comply with the applicable restrictions may constitute a violation of the
securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies
and persons involved in the Transaction disclaim any responsibility or liability for the violation of such
restrictions by any person.
Unless otherwise determined by AngloGold Ashanti or required by the Takeover Code, and permitted
by applicable law and regulation, the Transaction will not be made available, in whole or in part,
directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would constitute a
violation of the relevant laws or regulations of such jurisdiction and no person may vote in favour of
the Transaction by any such use, means, instrumentality or from within a Restricted Jurisdiction or any
other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction.
Copies of this announcement and any formal documentation relating to the Transaction are not being,
and must not be, directly or indirectly, mailed, transmitted or otherwise forwarded, distributed or sent
in, into or from any Restricted Jurisdiction where to do so would violate the laws in that jurisdiction,
and persons receiving such documents (including, without limitation, agents, custodians, nominees
and trustees) must not mail or otherwise forward, distribute or send them in, into or from any
Restricted Jurisdiction where to do so would violate the laws in that jurisdiction. Doing so may render
invalid any related purported vote in respect of the Transaction. If the Transaction is implemented by
way of a Takeover Offer (unless otherwise permitted by applicable law and regulation), the Takeover
Offer may not be made, in whole or in part, directly or indirectly, in or into, or by the use of mails or
any means or instrumentality (including, but not limited to, facsimile, e-mail or other electronic
transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national,
state or other securities exchange of any Restricted Jurisdiction and the Takeover Offer may not be
capable of acceptance by any such use, means, instrumentality or facilities.
Further details in relation to Overseas Shareholders are contained in the Scheme Document and
Centamin Shareholders are advised to read carefully the Scheme Document and related Forms of
Proxy.
The Transaction will be subject to Jersey law and the jurisdiction of the Court, and the applicable
requirements of the Takeover Code, the Panel, the London Stock Exchange, the FCA, the SEC, the
Toronto Stock Exchange, the New York Stock Exchange, the Johannesburg Stock Exchange, the A2X,
the Ghana Stock Exchange and applicable securities laws.
Notice to Centamin Canadian Shareholders
The enforcement by Centamin Canadian Shareholders of civil liabilities under applicable Canadian
securities laws may be affected adversely by the fact that AngloGold Ashanti and Centamin are
incorporated or organised under the laws of a jurisdiction other than Canada, that some or all of
AngloGold Ashanti's and Centamin's officers and directors are and will be residents of countries other
than Canada, that some or all of the experts named in this announcement may be residents of countries
other than Canada, and that all or a substantial portion of the assets of AngloGold Ashanti, Centamin
and such persons are and will be located outside Canada. As a result, it may be difficult or impossible
for Centamin Canadian Shareholders to effect service of process within Canada upon AngloGold
Ashanti, Centamin, their respective officers or directors or the experts named herein, or to realise
against them, upon judgments of courts of Canada predicated upon liabilities under applicable
Canadian securities laws. In addition, Centamin Canadian Shareholders should not assume that the
courts of England and Wales or Jersey: (a) would enforce judgments of courts of Canada obtained in
actions against such persons predicated upon civil liabilities under applicable Canadian securities laws;
or (b) would enforce, in original actions, liabilities against such persons predicated upon civil liabilities
under applicable Canadian securities laws.
The distribution of the New AngloGold Ashanti Shares pursuant to the Transaction will constitute a
distribution of securities that is exempt from the prospectus requirements of applicable Canadian
securities laws and is exempt from or otherwise is not subject to the registration requirements under
applicable Canadian securities law. The New AngloGold Ashanti Shares received pursuant to the
Transaction will not be legended and may be resold through registered dealers in all of the provinces
and territories of Canada provided that (i) the trade is not a "control distribution" as defined under
applicable Canadian securities laws, (ii) no unusual effort is made to prepare the market or to create a
demand for AngloGold Ashanti Shares, (iii) no extraordinary commission or consideration is paid to a
person in respect of such sale, and (iv) if the selling security holder is an insider (as defined under
applicable Canadian securities laws) or officer of AngloGold Ashanti, as the case may be, the selling
security holder has no reasonable grounds to believe that AngloGold Ashanti is in default of applicable
Canadian securities laws.
Centamin Canadian Shareholders should be aware that the Transaction may have tax consequences in
Canada and should consult their own tax advisers to determine the particular tax consequences to
them of the Transaction in light of their particular circumstances, as well as any tax consequences that
may arise under the laws of any other relevant foreign, state, local or other taxing jurisdiction.
Notice to Centamin US Shareholders
The Transaction relates to the shares of a Jersey company and is being made by means of a scheme of
arrangement provided for under the Jersey Companies Law. The New AngloGold Ashanti Shares to be
issued pursuant to the Transaction have not been registered under the US Securities Act, and may not
be offered or sold in the United States absent registration or an applicable exemption from the
registration requirements of the US Securities Act. The New AngloGold Ashanti Shares to be issued
pursuant to this Transaction by means of a scheme of arrangement will be issued in reliance upon the
exemption from the registration requirements of the US Securities Act, pursuant to the exemption from
registration set forth in Section 3(a)(10) thereof, and also will not be subject to the tender offer rules
under the US Exchange Act. Accordingly, the Scheme will be subject to the disclosure requirements and
practices applicable to schemes of arrangement involving a target company incorporated in Jersey and
listed on the London Stock Exchange and the Toronto Stock Exchange, which differ from the disclosure
requirements of the US tender offer rules. If, in the future, AngloGold Ashanti exercises its right to
implement the Transaction by way of a Takeover Offer, such Takeover Offer will be made in compliance
with the applicable US laws and regulations, including the registration requirements of the US
Securities Act, and the tender offer rules under the US Exchange Act and any applicable exemptions
provided thereunder.
Investors are urged to read any documents related to the Transaction filed, furnished or to be filed or
furnished with the SEC, because they will contain important information regarding the Transaction and
any related offer of securities. Such documents will be available free of charge at the SEC's website at
www.sec.gov or by directing a request to AngloGold Ashanti's contact for enquiries identified above.
Nothing in this announcement shall be deemed an acknowledgement that any SEC filing is required or
that an offer requiring registration under the US Securities Act may ever occur in connection with the
Transaction.
Neither the SEC nor any US state securities commission has approved or disapproved of the New
AngloGold Ashanti Shares to be issued in connection with the Transaction, or determined if this
announcement is truthful or complete. Any representation to the contrary is a criminal offence in the
United States.
It may be difficult for Centamin US Shareholders to enforce their rights and any claims arising out of
the US federal securities laws in connection with the Transaction, since AngloGold Ashanti and
Centamin are incorporated under the laws of a non-US jurisdiction, some or all of their respective
directors and officers may be residents of a non-US jurisdiction, and a substantial portion of AngloGold
Ashanti's and Centamin's assets and these non-resident persons will be located outside of the United
States. Centamin US Shareholders may not be able to sue a non-US company or its directors and
officers in a non-US court for violations of the US federal securities laws. Further, it may be difficult to
compel a non-US company and its affiliates to subject themselves to the jurisdiction or judgment of a
US court.
Except in relation to Non-GAAP financial measures, any financial statements or other financial
information included in this announcement has been or will have been prepared in accordance with (i)
with respect to Centamin, accounting standards applicable in the United Kingdom and Jersey, and (ii)
with respect to AngloGold Ashanti, IFRS Accounting Standards as issued by the IASB, that in each case
may not be comparable to financial information of US companies or companies whose financial
statements are prepared in accordance with US GAAP. US GAAP differs in certain significant respects
from accounting standards applicable in the United Kingdom and Jersey as well as IFRS Accounting
Standards as issued by the IASB. None of the financial statements or other financial information
relating to Centamin in this announcement has been audited in accordance with auditing standards
generally accepted in the United States or the auditing standards of the Public Company Accounting
Oversight Board (United States).
In accordance with normal UK practice, AngloGold Ashanti, its nominees, or their brokers (acting as
agents), may from time to time make certain purchases of, or arrangements to purchase, Centamin
Shares outside of the United States, other than pursuant to the Transaction, until the date on which
the Transaction becomes effective, lapses or is otherwise withdrawn. Also, in accordance with Rule
14e-5(b) of the US Exchange Act, each of Goldman Sachs International, BofA Securities and BMO will
continue to act as an exempt principal trader in Centamin Shares and AngloGold Ashanti Shares outside
of the United States. These purchases may occur either in the open market at prevailing prices or in
private transactions at negotiated prices and comply with applicable law, including the US Exchange
Act. Any information about such purchases will be disclosed as required in the United Kingdom and
Canada, will be reported to the Regulatory News Service of the London Stock Exchange and will be
available on the London Stock Exchange website at www.londonstockexchange.com.
Centamin US Shareholders also should be aware that the Transaction may have tax consequences in
the United States and, that such consequences, if any, are not described herein. Centamin US
Shareholders are urged to consult with their own legal, tax and financial advisers in connection with
making a decision regarding this Transaction.
Cautionary Note Regarding Forward-Looking Statements
This announcement (including information incorporated by reference into this announcement), oral
statements made regarding the Transaction, and other information published or to be published by
AngloGold Ashanti and/or Centamin, contain statements which are, or may be deemed to be,
"forward-looking statements". Forward-looking statements are prospective in nature and are not
based on historical facts, but rather on current expectations and projections of the management of
AngloGold Ashanti and Centamin (as applicable) about future events, and are therefore subject to risks
and uncertainties which could cause actual results to differ materially from the future results expressed
or implied by the forward-looking statements.
The forward-looking statements contained in this announcement include statements with respect to
the financial condition, results of operations and business of Centamin and certain plans and objectives
of AngloGold Ashanti with respect thereto and other statements other than historical facts. Often, but
not always, forward-looking statements can be identified by the fact that they do not relate only to
historical or current facts and may use forward-looking words, phrases and expressions such as
"anticipate", "target", "expect", "believe", "intend", "foresee", "predict", "project", "estimate",
"forecast", "intend", "plan", "budget", "scheduled", "goal", "believe", "hope", "aims", "continue",
"likely", "will", "may", "might", "should", "would", "could", "seek", "plan", "scheduled", "possible",
"continue", "potential", "outlook", "target" or other similar words, phrases, and expressions; provided
that the absence thereof does not mean that a statement is not forward-looking. Similarly, statements
that describe objectives, plans or goals are or may be forward-looking statements. These statements
are based on assumptions and assessments made by Centamin and/or AngloGold Ashanti in light of
their experience and their perception of historical trends, current conditions, future developments and
other factors they believe appropriate. By their nature, forward-looking statements involve known and
unknown risk and uncertainty and other factors which may cause actual results, performance, actions,
achievements or developments to differ materially from those expressed in or implied by such, because
they relate to events and depend on circumstances that will occur in the future. Although AngloGold
Ashanti and/or Centamin believe that the expectations reflected in such forward-looking statements
are reasonable, no assurance can be given that such expectations will prove to have been correct and
you are therefore cautioned not to place undue reliance on these forward-looking statements which
speak only as at the date of this announcement.
There are a number of factors which could cause actual results, performance, actions, achievements
or developments to differ materially from those expressed or implied in forward-looking statements.
Such factors include, but are not limited to: the ability to proceed with or complete the Transaction;
the ability to obtain requisite approvals and the satisfaction of other Conditions on the proposed terms;
changes in the global, political, economic, social, business and competitive environments and in market
and regulatory forces; changes in future inflation, deflation, exchange and interest rates; changes in
tax and national insurance rates; future business combinations, capital expenditures, acquisitions or
dispositions; changes in general and economic business conditions; changes in the behaviour of other
market participants; the anticipated benefits of the Transaction not being realised as a result of
changes in general economic and market conditions in the countries in which AngloGold Ashanti and
Centamin operate; changes in or enforcement of national and local government legislation, taxation,
controls or regulations and/or changes in the administration of laws, policies and practices,
expropriation or nationalisation of property and political or economic developments in Argentina,
Australia, Brazil, Colombia, Côte d'Ivoire, Democratic Republic of the Congo, Egypt, Ghana, Guinea,
Guyana, Tanzania, the United States and other jurisdictions in which the AngloGold Ashanti Group and
Centamin Group carry on business or may carry on business in the future; fluctuations in the spot and
forward price of gold, copper, silver and other metals or certain other commodities (such as diesel fuel,
natural gas and electricity); the results of exploration activities and feasibility studies; the speculative
nature of mineral exploitation and development; risks that exploration data may be incomplete and
considerable additional work may be required to complete future evaluation, including but not limited
to drilling, engineering and socioeconomic studies and investment; future prices of gold and other
metals; possible variations of ore grade or recovery rates; accidents, labour disputes and other risks of
the mining industry; discovery of archaeological ruins; risk of loss due to acts of war, terrorism,
sabotage and civil disturbances operating or technical difficulties in connection with mining or
development activities, including geotechnical challenges and disruptions in the maintenance or
provision of required infrastructure and information technology systems; outcome of pending or future
litigation proceedings; the failure to maintain effective internal control over financial reporting or
effective disclosure controls and procedures, the inability to remediate one or more material
weaknesses, or the discovery of additional material weaknesses, in the internal control over financial
reporting; other business and operational risks and challenges; failure to comply with environmental
and health and safety laws and regulations; timing of receipt of, or failure to comply with, necessary
notices, concessions, permits and approvals; weak, volatile or illiquid capital and/or credit markets;
changes in the degree of competition in the geographic and business areas in which AngloGold Ashanti
and Centamin operate; any public health crises, pandemics or epidemics (including but not limited to
the COVID-19 pandemic) and repercussions thereof; changes to the Boards of AngloGold Ashanti
and/or Centamin and/ or the composition of their respective workforces; safety and technology risks;
exposures to terrorist activity, IT system failures, cyber-crime, fraud and pension scheme liabilities;
risks relating to environmental matters such as climate change including AngloGold Ashanti and/or
Centamin's ability along with the government and other stakeholders to measure, manage and
mitigate the impacts of climate change effectively; changes to law and/or the policies and practices of
regulatory and governmental bodies; Russia's invasion of Ukraine, conflicts in the Middle East, and any
cost of living crisis or recession. Other unknown or unpredictable factors could cause actual results,
performance, actions, achievements or developments to differ materially from those expected,
estimated or projected in the forward-looking statements. If any one or more of these risks or
uncertainties materialises or if any one or more of the assumptions proves incorrect, actual results,
performance, actions, achievements or developments may differ materially from those expected,
estimated or projected. Such forward-looking statements should therefore be construed in the light of
such factors.
Neither AngloGold Ashanti nor Centamin, nor any of their respective associates, directors, officers or
advisers, provides any representation, assurance or guarantee that the occurrence of the events
expressed or implied in any forward-looking statements in this announcement will actually occur. Given
the risks and uncertainties, you are cautioned not to place undue reliance on these forward-looking
statements. Specific reference is made to the risk factors included in AngloGold Ashanti's annual report
on Form 20-F for the year ended 31 December 2023 filed with the SEC for a more detailed discussion
of some of the factors which may affect AngloGold Ashanti's ability to achieve the expectations set
forth in the forward-looking statements contained in this announcement.
Neither AngloGold Ashanti nor Centamin assumes any obligation to update or correct the information
contained in this announcement (whether as a result of new information, future events or otherwise),
except as required by applicable law. All subsequent written or oral forward-looking statements
attributable to AngloGold Ashanti or Centamin or any person acting on their behalf are qualified by
the cautionary statements herein.
No profit forecasts, profit estimates or quantified financial benefits statements
No statement in this announcement is intended as a profit forecast, profit estimate or quantified
financial benefits statement for any period and no statement in this announcement should be
interpreted to mean that earnings or earnings per share for Centamin or AngloGold Ashanti, as
appropriate, for the current or future financial years would necessarily match or exceed the historical
published earnings or earnings per share for Centamin or AngloGold Ashanti.
Publication on website
In accordance with Rule 26.1 of the Takeover Code, a copy of this announcement, will be made
available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on
AngloGold Ashanti's website at www.anglogoldashanti.com and Centamin's website at
www.centamin.com by no later than 12 noon (London time) on the first Business Day following the
date of this announcement. This announcement will also be filed and available under Centamin's
profile on SEDAR+ at www.sedarplus.com. For the avoidance of doubt, neither the contents of these
websites nor the contents of any websites accessible from any hyperlinks are incorporated into or form
part of this announcement.
APPENDIX 1
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
The following dates and times associated with the Scheme are based on AngloGold Ashanti's and
Centamin's current expected dates for the implementation of the Scheme and are subject to change.
Event Expected time/date(1)
Scheme Court Hearing ..............................................
10.00 a.m. on 20 November 2024, subject to the
satisfaction (or, if applicable, waiver) of the relevant
Conditions(2)
Last day of dealings in Centamin Shares on the 20 November 2024
Toronto Stock Exchange ...........................................
Last day of dealings in, and for registration of 21 November 2024
transfers of, and disablement in CREST of Centamin
Shares .......................................................................
Halt in trading on the Toronto Stock Exchange of by 9.30 a.m. (Toronto time) on 21 November 2024
Centamin Shares .......................................................
Scheme Record Time ................................................ 10.00 p.m. (London time) on 21 November 2024
Effective Date ........................................................... 22 November 2024(3)
Suspension of dealings in Centamin Shares on the by 7.30 a.m. (London time) on 22 November 2024
London Stock Exchange ............................................
Cancellation of listing of Centamin Shares on the by 8.00 a.m. (London time) on 25 November 2024
main market of the London Stock Exchange ................
Listing of New AngloGold Ashanti Shares on the at or shortly after 9.00 a.m. (South African Standard
Johannesburg Stock Exchange and the Time) on 25 November 2024
A2X....................................
Issue of New AngloGold Ashanti Shares ................... at or shortly after 9.00 a.m. (New York Time) on 25
November 2024
Listing of New AngloGold Ashanti Shares on the New at or shortly after 9.30 a.m. (New York Time) on 25
York Stock Exchange and the Ghana Stock Exchange November 2024
................................................................
Delisting of Centamin Shares from the Toronto Stock by 4.30 p.m. (Toronto time) on 25 November 2024
Exchange ....................................................................
New AngloGold Ashanti Shares credited as book-
entry interests through DTC to the account of the
Exchange Agent (to be held on behalf of Scheme By 6 December (within 14 days of the Effective Date)
Shareholders holding Scheme Shares in certificated
form or registered form on the Jersey Register and
Canadian Register) .................................................
AngloGold Ashanti DIs credited to CREST accounts (in
respect of Scheme Shares held in uncertificated form, By 6 December (within 14 days of the Effective Date)
being through CREST, on the Jersey Register only)
....................................................................
New AngloGold Ashanti Shares credited as book
entry interests through CDS clearing and settlement
system to CDS participants accounts (in respect of By 6 December (within 14 days of the Effective Date)
Scheme Shares held in uncertificated form, being
through CDS, on the Canadian Register only) ............
Expected date for crediting to mandated bank
accounts or cheques issued in respect of cash By 6 December (within 14 days of the Effective Date)
consideration (including any cash due in relation to
the sale of fractional entitlements) ...........................
Long Stop Date ............................................................ 28 February 2025(4)
(1) References to times are to London, United Kingdom time unless otherwise stated. Participants in the Centamin Share Incentive Plan
will be contacted separately to inform them of the effect of the Scheme on their rights under the Centamin Share Incentive Plan,
including details of any dates and times relevant to them.
(2) The Scheme Court Hearing has been provisionally booked for 10.00 a.m. on 20 November 2024 at the Royal Court of Jersey, Royal
Court House, Royal Square, St. Helier, Jersey JE1 1JG but that date remains subject to change depending on a number of factors
including, but not limited to, the satisfaction or (where applicable) waiver of the Conditions. If that date changes, Centamin will, as
soon as practicable, confirm the revised date of the Scheme Court Hearing by issuing an announcement through a Regulatory
Information Service (which announcement will also be made available on Centamin's website pursuant to Rule 26 of the Code).
(3) The Scheme shall become Effective as soon as a copy of the Court Order has been delivered to the Registrar of Companies. This is
expected to occur following the suspension of trading in Centamin Shares and the Scheme Record Time. The events which are stated
as occurring on subsequent dates are conditional on the Effective Date and operate by reference to this date.
(4) This is the latest date by which the Scheme may become Effective unless Centamin and AngloGold Ashanti agree, and the Panel and,
if required, the Jersey Court, permits, a later date.
Date: 29-10-2024 07:05:00
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