SUBJECT TO COMPLETION
Dated March 19, 2004
PROSPECTUS
ANGLOGOLD LIMITED
11 Diagonal Street
Johannesburg, 2001
(PO Box 62117, Marshalltown, 2107)
South Africa
Tel: +27 (11) 637-6000
10,440,000 Ordinary Shares
________________________________
This prospectus relates to 10,440,000 of our ordinary shares that may be offered for sale or otherwise
transferred from time to time by the selling shareholder. The selling shareholder will receive these shares in connection with our combination with Ashanti Goldfields Company Limited. The selling shareholder may offer these ordinary shares, including in the form of American Depositary Shares, from time to time through public or private transactions, on or off the New York Stock Exchange, at prevailing market prices or at privately negotiated prices. We will not receive any of the proceeds from the sale of these ordinary shares.
Our American Depositary Shares, or ADSs, each representing one ordinary share, are listed on the New
York Stock Exchange under the symbol "AU". Our ordinary shares are listed on the JSE Securities Exchange South Africa under the symbol "ANG", the London Stock Exchange under the symbol "AGD", the Paris Bourse under the symbol "VA", the Australian Stock Exchange in the form of CHESS depositary interests, each representing one-fifth of an ordinary share, under the symbol "AGG", and quoted in Brussels in the form of international depositary receipts under the symbol "ANG BB". The closing price of our ADSs on the New York Stock Exchange on March 17, 2004 was US$40.59 per ADS.
Investing in our ordinary shares involves risks. See "Risk Factors" starting on page 15 of our
Form 20-F for the year ended December 31, 2003, incorporated by reference herein.
Neither the Securities and Exchange Commission nor any state securities commission has
approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.
The date of this Prospectus is March 19, 2004
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TABLE OF CONTENTS
THE COMPANY... ................................................................................................................................................ 2
ASHANTI COMBINATION ................................................................................................................................. 2
USE OF PROCEEDS ............................................................................................................................................. 3
DESCRIPTION OF ASHANTI............................................................................................................................... 3
SELLING SHAREHOLDER ................................................................................................................................... 6
PLAN OF DISTRIBUTION.................................................................................................................................... 7
LEGAL MATTERS ................................................................................................................................................. 9
EXPERTS.................................................................................................................................................................9
WHERE YOU CAN FIND MORE INFORMATION.. .......................................................................................... 9
INCORPORATION BY REFERENCE ...................................................................................................................9
______________________________________
FORWARD-LOOKING STATEMENTS
This prospectus includes forward-looking statements. We have based these forward-looking statements
on our current expectations and projections of future events. These forward-looking statements are subject to risks, uncertainties and assumptions about our business. You should consider any forward-looking statements in light of the risks and uncertainties described under "Risk Factors" and elsewhere in the information contained or incorporated by reference in this prospectus. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. In light of these risks, uncertainties and assumptions, the future events described in this prospectus may not occur.
______________________________________
ENFORCEABILITY OF CERTAIN CIVIL LIABILITIES
We are a public company incorporated under the laws of the Republic of South Africa. All except one
of our directors and officers, and the experts named herein, reside outside the United States, principally in South Africa. You may not be able, therefore, to effect service of process within the United States upon those directors and officers with respect to matters arising under the federal securities laws of the United States.
In addition, substantially all of our assets and the assets of our directors and officers are located outside
the United States. As a result, you may not be able to enforce against us or our directors and officers judgments obtained in US courts predicated on the civil liability provisions of the federal securities laws of the United States.
We have been advised by our South African counsel, Taback and Associates (PTY) Ltd., that there is
doubt as to the enforceability in South Africa of civil liabilities based on federal or state securities laws of the United States, either in original actions or in actions for enforcement of judgments of US courts.
______________________________________
NON-GAAP FINANCIAL MEASURES
In this registration statement and in documents incorporated by reference herein, we present financial
items such as "total cash costs", "total cash costs per ounce", "total production costs" and "total production costs per ounce" that have been determined using industry standards promulgated by the Gold Institute and are not measures under generally accepted accounting principles in the United States ("US GAAP") or under generally accepted accounting principles in the United Kingdom ("UK GAAP"). An investor should not consider these items in isolation or as alternatives to any measure of financial performance presented in accordance with US GAAP or UK GAAP either in this document or in any document incorporated by reference herein. In addition, in this registration statement, we present terms such as "total production costs per ounce" as used by Ashanti. The term "total cash costs", used by AngloGold, is not equivalent to the term "cash operating costs", used by Ashanti, and the term "total production costs per ounce", as used by AngloGold, is not equivalent to the same term as used by Ashanti.
An investor should not assume that non-GAAP financial measures used by Ashanti have the same meanings as identical or similar measures used by AngloGold, even if both are contained herein.
While the Gold Institute has provided definitions for the calculation of "total cash costs", "total cash
costs per ounce", "total production costs" and "total production costs per ounce", the definitions of certain non-
2
GAAP financial measures included herein may vary significantly from those of other gold mining companies, and by themselves do not necessarily provide a basis for comparison with other gold mining companies. However, AngloGold believes that total cash costs and total production costs in total by mine and per ounce by mine are useful indicators to investors and management of a mine's performance as they provide:
·
an indication of a mine's profitability, efficiency and cash flows;
·
the trend in costs as the mine matures; and
·
an internal benchmark of performance to allow for comparison against other mines.
A reconciliation of total production costs to cash operating costs, as included in Ashanti's audited
financial statements for each of the two years in the period ended December 31, 2003, is included in a Form 6-K submitted to the United States Securities and Exchange Commission (the "SEC") by AngloGold on March 19, 2004.
THE COMPANY
We are one of the world's largest gold producers by volume of gold produced, with extensive reserves
and production of approximately 5.62 million ounces of gold in 2003 (without giving effect to our combination with Ashanti Goldfields Company Limited, or Ashanti). With our corporate headquarters in Johannesburg, we draw our production from four continents. Our operations comprise open-pit and underground mines and surface reclamation plants in Argentina, Australia, Brazil, Mali, Namibia, South Africa, Tanzania and the United States, and we conduct exploration activities in these countries (except Namibia) as well as in Canada, Mongolia and Peru. We are also involved in sustaining and growing the market for our product. Ashanti has interests in major gold mines in Ghana, Guinea, Tanzania and Zimbabwe. In 2003, Ashanti's attributable gold production was 1.53 million ounces.
On August 4, 2003, we entered into a transaction agreement with Ashanti to acquire all of its issued
and outstanding share capital. We expect to complete the transaction in April 2004. On a combined basis with Ashanti we will have 83.8 million ounces of attributable proven and probable reserves (based on AngloGold's and Ashanti's reported reserves as of December 31, 2003).
We were incorporated in South Africa in 1944 as Vaal Reefs Exploration and Mining Company
Limited and have operated as AngloGold Limited since March 30, 1998. We will operate as AngloGold Ashanti upon the completion of our combination with Ashanti.
ASHANTI COMBINATION
Under the terms of the transaction agreement entered into between AngloGold and Ashanti, each
Ashanti security holder will receive either 0.29 AngloGold ordinary shares or 0.29 AngloGold ADSs for each Ashanti share, Ashanti global depositary security or 100 Ashanti Zimbabwe depositary receipts held. In connection with our combination with Ashanti, we will issue approximately 38.5 million ordinary shares (or share equivalents) to these security holders, including 10,440,000 AngloGold ordinary shares to Lonmin Plc (or "Lonmin"), the selling shareholder. In addition, in exchange for certain regulatory undertakings, including an agreement to extend the term of the mining lease relating to Ashanti's Obuasi mine until 2054, we will issue approximately 2.7 million shares and pay approximately US$10 million to the Government of Ghana. Based on the share capital of Ashanti and AngloGold at March 15, 2004, on completion of the combination, holders of AngloGold securities will own approximately 84.6% and holders of Ashanti securities (including the Government of Ghana in its role as regulator) will own approximately 15.4% of AngloGold Ashanti.
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USE OF PROCEEDS
Lonmin will receive all of the proceeds from the sale of ordinary shares pursuant to this prospectus.
We will not receive any of the proceeds from these sales.
DESCRIPTION OF ASHANTI
Overview
Ashanti is engaged in the mining and processing of gold ores and the exploration and development of
gold properties in Africa and in hedging activities in connection with its gold production. Ashanti has interests in major gold mines in Ghana, Guinea, Tanzania and Zimbabwe. In 2003, Ashanti's attributable gold production was 1.53 million ounces. As at December 31, 2003, Ashanti had proven and probable contained gold reserves of approximately 20.7 million ounces on an attributable basis.
Summary Operating Data
The following table presents summary consolidated operating data for Ashanti, based on Ashanti's
audited consolidated financial statements for the two years ended December 31, 2003.
Operating data for Ashanti
Year ended December 31,
2002
2003
Gold production (thousand ounces)..............................................................
1,622
1,604
Attributable gold production (thousand ounces)...........................................
1,554
1,528
Cash operating costs (US$ million) ..............................................................
323.1
356.3
Cash operating costs per ounce (US$/oz)
(1)
.................................................
199
222
Total production costs per ounce (US$/oz)
(2)
..............................................
269
295
Capital expenditure (million US$)................................................................
64.5
83.0
Notes:
(1) Cash operating costs per ounce is a measure of the average cost of producing an ounce of gold, calculated by dividing the total cash
operating costs in a period by the total gold production over the same period.
(2) Total production costs per ounce is a measure of the average cost of producing an ounce of gold, calculated by dividing the production
costs in a period by the gold production over the same period; total production costs per ounce represents cash operating costs per ounce, plus royalties, depreciation, depletion and amortization, employee severance costs and rehabilitation and other non-cash costs; total production costs per ounce is a non-GAAP measure of financial performance and should not be considered by investors in isolation or as alternatives to operating costs per ounce, total costs or any other measure of financial performance presented in accordance with GAAP or as an indicator of Ashanti's performance. The calculation of total production costs per ounce may vary significantly among gold mining companies. However, Ashanti believes that total production costs per ounce provides a useful indicator to investors and management of performance including: (i) an indication of profitability and efficiency; (ii) the trend in costs as mines mature; (iii) a measure of gross margins per ounce, by comparison of the total production costs per ounce to the price of gold; and (iv) an internal benchmark of performance to allow for comparison against other mines
.
A reconciliation of total production costs
per ounce to cash operating costs per ounce as included in Ashanti's audited financial statements for the two-year period ended December 31, 2003, is included in a Form 6-K submitted to the SEC by AngloGold Limited on March 19, 2004; see documents listed in "Incorporation By Reference". See also "Non-GAAP Financial Measures" above.
Reserves
The following table sets out Ashanti's attributable Proven and Probable Ore Reserves as reported by
Ashanti in its annual accounts for the year ended December 31, 2003. The information on Proven and Probable Ore Reserves refers to Ashanti's attributable interest. These Ore Reserves have been estimated in compliance with the Australasian Code for Reporting of Mineral Resources and Ore Reserves (the "JORC Code"), are reported in accordance with the requirements of the SEC Industry Guide 7 and do not take into account metallurgical losses. The principles applied to the determination of the reserves as reported by Ashanti are set out below.
Cut-off grades are applied to geological data when assessing mineralized material in order to ensure
that material never likely to be economic is not included in the reserves. The tonnage, grade and contained gold profiles for each deposit are interrogated at various cut-off grades to enable the engineers to clearly understand the characteristics of the mineralization and to focus on developing exploitation strategies that will optimize the net present value of the deposits. The cut-off grade that Ashanti has chosen for reporting purposes is the lowest grade that can be exploited at break-even for the highest envisaged gold price.
Classification of proven and probable reserves is based on a number of criteria including drill density,
geological continuity, integrity of the data, ore accessibility and economic parameters.
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The costs used in evaluating the economic operating profile for each ore block are based on actual costs
incurred in the operation over the past year adjusted wherever appropriate for any inflation and exchange rate variances forecast for the coming year or cost decreases due to productivity improvements. Where new projects are concerned, the costs are based on actual materials prices, labor costs and engineering feasibility design parameters and are benchmarked wherever practical with similar operations elsewhere within the Ashanti group of companies or with peer operators nationally or internationally.
The grade estimate is inclusive of adjustments for mining dilution and ore losses during mining.
Future metal prices used for estimating purposes are decided upon by Ashanti, based on information
taken from internationally respected gold price analysts.
Category of
Tonnes
Contained gold
Location
Ore Reserves
(millions)
Grade (g/t)
(million oz)
Obuasi
Underground
Proven
4.2
7.5
1.0
Probable
33.5
8.4
9.0
Total
37.7
8.3
10.1
Surface
Proven
2.6
2.7
0.2
Probable
-
-
-
Total
2.6
2.7
0.2
Tailings
Proven
12.7
1.9
0.8
Probable
3.8
2.0
0.2
Total
16.4
1.9
1.0
Sub Total
Proven
19.5
3.2
2.0
Probable
37.3
7.8
9.3
Total
56.8
6.2
11.3
Other Locations
Iduapriem (80%)
(1)
Proven
39.4
1.6
2.0
Teberebie (90%)
Probable
9.7
1.7
0.5
Total
49.1
1.7
2.6
Bibiani underground
Proven
-
-
-
Probable
1.2
4.6
0.2
Total
1.2
4.6
0.2
Bibiani surface
Proven
2.6
1.9
0.2
Probable
1.3
2.9
0.1
Total
3.9
2.2
0.3
Bibiani tailings
Proven
4.4
1.1
0.1
Probable
0.4
1.0
0.0
Total
4.8
1.1
0.1
Siguiri (85%)
(1)
Proven
10.5
1.2
0.4
Probable
33.4
1.2
1.2
Total
43.9
1.2
1.6
Freda-Rebecca
Proven
3.1
2.5
0.2
Probable
1.0
2.5
0.1
Total
4.1
2.5
0.3
Geita (50%)
(1)
Proven
14.2
3.3
1.5
Probable
21.1
4.2
2.8
Total
35.3
3.8
4.3
Total
(1)
Proven
93.7
2.1
6.5
Probable
105.4
4.2
14.2
Total
199.1
3.2
20.7
Rounding of figures may result in computational discrepancies.
Notes:
(1) Reserves attributable to Ashanti's percentage interest shown.
General Description of Operations
The gold mining operations of Ashanti are Obuasi, Bibiani and Iduapriem/Teberebie in Ghana, Siguiri
in Guinea, Geita in Tanzania and Freda-Rebecca in Zimbabwe.
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Obuasi. Ashanti's oldest mine and largest reserve is located at Obuasi in the Ashanti region of Ghana.
Ashanti has a 100% interest in the Obuasi mine. Gold mining has been conducted at this site for over 100 years and during that period, records show that Obuasi has to date produced approximately 28 million ounces of gold. Most production at Obuasi is from its underground mine, but there is also production from open-pit and tailings retreatment operations. The Obuasi mine site has separate sulphide, oxide and tailings treatment plants. Obuasi produced 513,163 ounces of gold, principally from underground operations, in the year ended December 31, 2003, compared with 537,219 ounces for the year ended December 31, 2002.
Bibiani. The Bibiani open-pit mine is located in the Western Region of Ghana, 90 kilometers west of
Kumasi. Ashanti acquired Bibiani in 1996 when it acquired International Gold Resources Corporation ("IGR"), a Canadian-listed company, and Ghana Libyan Arab Mining Company Limited ("GLAMCO"). Ashanti has a 100% interest in the Bibiani mine. Gold production for the year ended December 31, 2003 was 212,716 ounces compared with 242,432 ounces for the year ended December 31, 2002. The main open-pit operations are scheduled to be completed in 2004, once the remaining open-pit ore reserve is completely mined out. Development of a decline ramp system for the exploration and possible development of an underground mining operation at Bibiani has commenced.
Iduapriem/Teberebie (attributable 80/90%). The Iduapriem open-pit mine, which is owned by
Ghanaian Australian Goldfields Limited ("GAG"), is located in the Western Region of Ghana some 70 kilometers north of the coastal city of Takoradi, and 10 kilometers south west of Tarkwa. Ashanti acquired an 80% interest in the Iduapriem mine in 1996 when it acquired GAG's holding company. In June 2000, Ashanti acquired the entire issued share capital of Pioneer Goldfields Limited, which owns 90% of Teberebie Goldfields Limited (being the company which owns the mining lease to the Teberebie open-pit mine located adjacent to Iduapriem). The acquisition of the Teberebie reserves should extend the Iduapriem mine's life to approximately 2012. Ore is treated at these mines by heap leach or CIL methods. In the year ended December 31, 2003, Iduapriem/Teberebie produced 243,533 ounces of gold compared with 185,199 ounces of gold for the year ended December 31, 2002. The higher gold production was due to the increased mill throughput resulting from the upgrade of the processing plant during 2003. Installation of an additional ball mill and a new crusher is anticipated to commence during 2004 which will further increase mill capacity.
Ayanfuri. Ashanti acquired the Ayanfuri mine, located in the Central Region of Ghana, in 1996.
Ayanfuri had exhausted substantially all of its gold reserves by December 31, 2000. Ashanti is currently implementing a mine closure plan under Obuasi mine management control.
Siguiri (attributable 85%). The Siguiri open-pit gold mine is located in the Siguiri District in the
northeast of the Republic of Guinea, West Africa, approximately 850 kilometers from the capital city of Conakry. The nearest important town is Siguiri (approximately 50,000 inhabitants), located on the banks of the Niger River. Ashanti owns 85% of the Siguiri gold mine and the Government of Guinea owns the remaining 15%. Ashanti acquired its interest in Siguiri in 1996. The mine commenced operations in the first quarter of 1998. Production for the year ended December 31, 2003 was 252,795 ounces of gold compared with 269,292 ounces of gold for the year ended December 31, 2002. Between 2000 and 2002, production and cash operating costs were impacted by lower than expected metallurgical recovery from the material stacked during that time as well as by higher haulage and rehandling unit costs as a result of a decision to mine higher grade than planned material further from the mine. Construction of the CIP expansion project, which was suspended during 2003 due to irreconcilable differences with the engineering and construction contractor, was recommenced in the fourth quarter of 2003, following the appointment of a new contractor and the approval of the Ashanti Board in October 2003. This project, at a capital cost currently estimated to be approximately US$75 to US$80 million, is anticipated to be commissioned in the fourth quarter of 2004 to the first quarter of 2005.
Geita (attributable 50% prior to the combination, 100% following implementation of the combination).
The Geita open-pit mine is situated in north-western Tanzania approximately 90 kilometers from the regional capital of Mwanza and 20 kilometers south of Lake Victoria in an area known as the Lake Victoria Goldfields. The operation is currently owned and operated by Ashanti and AngloGold in a joint venture following our purchase of a 50% interest in December 2000. The mine was commissioned in June 2000 and produced a total of 176,836 ounces of gold during the year 2000. In 2003, the Geita mine produced a total of 661,045 ounces of gold compared with 579,043 ounces for the year ended December 31, 2002. After the combination between us and Ashanti is completed, Geita will be wholly-owned and operated by us and will be 100% attributable to us. The Geita mine comprises a crusher, SAG and ball mill grinding circuit, a gravity circuit and a 14-tonne stripping plant.
Freda-Rebecca. Ashanti acquired the Freda-Rebecca mine in 1996. The mine is located at Bindura in
Zimbabwe. Ashanti now conducts underground mining operations at Freda-Rebecca as the open-pits were mined out in 1998. The life of mine plan currently projects mining until approximately 2007 at current
6
production rates. In 2003, Freda-Rebecca produced 51,091 ounces of gold compared with 98,255 ounces in 2002.
Operating Data for Ashanti's Operations
The following table presents summary consolidated operating data for Ashanti, based on Ashanti's
audited consolidated financial statements for the two years ended December 31, 2003.
Obuasi
Iduapriem/
Teberebie
(1)
Bibiani
Siguiri
(2)
Geita
(3)
Freda-
Rebecca
2002
Recovered grade (oz/t)
0.12
0.05
0.09
0.03
0.12
0.09
Recovered grade (g/t)
3.62
1.54
2.94
0.89
3.62
2.65
Gold production (000 oz)
537
185
243
269
579
98
Attributable gold production (000 oz)
537
157
243
229
290
98
Cash operating costs (US$ million)
106.4
43.0
43.6
61.9
47.2
21.0
Cash operating costs per ounce (US$/oz)
(4)
198
232
180
230
163
214
Total production costs per ounce (US$/oz)
(5)
270
288
238
325
234
252
Capital expenditure (US$ million)
35.1
10.5
2.9
9.4
9.2
6.4
2003
Recovered grade (oz/t)
0.10
0.05
0.08
0.05
0.12
0.04
Recovered grade (g/t)
3.06
1.46
2.55
0.81
3.60
1.33
Gold production (000 oz)
513
244
213
253
661
51
Attributable gold production (000 oz)
513
207
213
214
330
51
Cash operating costs (US$ million)
111.2
58.5
46.0
70.6
56.3
13.7
Cash operating costs per ounce (US$/oz)
(4)
217
240
216
279
170
268
Total production costs per ounce (US$/oz)
(5)
299
275
279
341
221
675
Capital expenditure (US$ million)
37.6
12.5
6.4
24.6
16.1
1.1
Notes:
(1)
Ashanti owns an 80% interest in Iduapriem and a 90% interest in Teberebie. (2) Ashanti owns an 85% interest in Siguiri. The Government of Guinea owns the remaining 15% interest at Siguiri. However, theGovernment of Guinea's interest is a free carry interest and, as a result, the Government of Guinea does not contribute to capital expenditure at Siguiri.
(3)
Ashanti owns a 50% interest in Geita (since 2000). The remaining 50% is owned by AngloGold. (4) Cash operating costs per ounce is a measure of the average cost of producing an ounce of gold, calculated by dividing the total cashoperating costs in a period by the total gold production over the same period.
(5)
Total production costs per ounce is a measure of the average cost of producing an ounce of gold, calculated by dividing the productioncosts in a period by the gold production over the same period; total production costs per ounce represents cash operating costs per ounce, plus royalties, depreciation, depletion and amortization, employee severance costs and rehabilitation and other non-cash costs; total production costs per ounce is a non-GAAP measure of financial performance and should not be considered by investors in isolation or as alternatives to operating costs per ounce, total costs or any other measure of financial performance presented in accordance with GAAP or as an indicator of Ashanti's performance. The calculation of total production costs per ounce may vary significantly among gold mining companies. However, Ashanti believes that total production costs per ounce provides a useful indicator to investors and management of performance including: (i) an indication of profitability and efficiency; (ii) the trend in costs as mines mature; (iii) a measure of gross margins per ounce, by comparison of the total production costs per ounce to the price of gold; and (iv) an internal benchmark of performance to allow for comparison against other mines.
A reconciliation of total production costs per ounce to cash operating costs per ounce as included in Ashanti's audited financial statements for the two-year period ended December 31, 2003, is included in a Form 6-K submitted to the SEC by AngloGold Limited on March 19, 2004; see documents listed in "Incorporation By Reference". See also "Non-GAAP Financial Measures" above.
SELLING SHAREHOLDER
Lonmin is a publicly listed company incorporated under the laws of England and Wales. The address
of its principal office is Lonmin Plc, 4 Grosvenor Place, London SW1X 7YL, United Kingdom.
The 10,440,000 ordinary shares that may be resold under this prospectus by Lonmin are shares that will
be issued by us in connection with and at the closing of our combination with Ashanti and are expected to represent approximately 3.95% of our issued ordinary shares following the closing of our combination with Ashanti. Lonmin may offer all, some or none of the ordinary shares. Because Lonmin may offer all or some portion of the ordinary shares, we cannot estimate the amount of the ordinary shares that will be held by Lonmin upon termination of these sales. In addition, Lonmin may sell, transfer or otherwise dispose of all or a portion of its shares in transactions exempt from the registration requirements of the Securities Act.
Lonmin and we entered into a Registration Rights Agreement, dated as of August 4, 2003. Under the
Registration Rights Agreement, we agreed to register all of the ordinary shares Lonmin will receive at the closing of our combination with Ashanti. All expenses incurred with respect to the registration of the ordinary shares owned by Lonmin will be borne by us, but we will not be obligated to pay any commissions, fees,
7
discounts or expenses of any underwriter, broker, dealer or agent in connection with or incident to the sale of any of Lonmin's shares.
This offering will terminate on the earlier of (1) the first year anniversary of the date on which Lonmin
receives the ordinary shares or (2) the date on which all ordinary shares offered by this prospectus have been sold by Lonmin.
During the three-year period preceding the filing date of this registration statement, a director of
Lonmin has served on the board of directors of Ashanti. Currently, Edward Haslam, Lonmin's chief executive officer, is a director of Ashanti. Mr. Haslam has announced his intention to retire from his position as Lonmin's chief executive officer on reaching retirement age in April 2004.
Sam Jonah, the chief executive officer of Ashanti, is currently a non-executive director of Lonmin. Mr.
Jonah was an executive director of Lonmin until February 28, 2003, at which time he became employed directly by a subsidiary of Ashanti and became a non-executive director of Lonmin.
In July 2001, certain subsidiaries of Lonmin (together comprising the Lonmin platinum division)
entered into a joint venture with Anglo American Platinum Corporation Limited ("Anglo Platinum"), a subsidiary of Anglo American plc, in relation to the mining of certain areas in the Northwest Province of South Africa, known as the Pandora Joint Venture. Under the terms of the joint venture, the initial capital in the joint venture was contributed as to 60% by the Lonmin group and 40% by Anglo Platinum. Thereafter, capital has been contributed equally by both parties and both parties are equal participants, with a minority stake being held by various black empowerment partners.
On June 28, 2002 Lonmin subscribed for US$75 million of Mandatorily Exchangeable Notes
("MENs") issued by Ashanti Capital Second Limited, a subsidiary of Ashanti. On completion of the combination of Ashanti and AngloGold, the MENs will be redeemed together with accrued and unpaid interest in accordance with the terms of the MENs.
PLAN OF DISTRIBUTION
Lonmin (and any of its pledgees, assignees and successors-in-interest) may offer and sell the ordinary
shares (or, if the ordinary shares are deposited with The Bank of New York and Lonmin receives AngloGold ADSs in exchange for the ordinary shares, such AngloGold ADSs) at various times and from time to time on any stock exchange, market or trading facility on which the shares or ADSs are traded or in private transactions. These sales may be at market prices then prevailing, at prices related to prevailing market prices, at negotiated prices or at fixed prices. Without limiting the generality of the foregoing, Lonmin may use any one or more of the following methods when selling shares or ADSs:
·
ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;
·
block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;
·
purchases by a broker-dealer as principal and resale by the broker-dealer for its account;
·
an exchange distribution in accordance with the rules of the applicable exchange;
·
privately negotiated transactions;
·
settlement of short sales entered into after the date of this prospectus;
·
broker-dealers may agree with the selling shareholder to sell a specified number of such shares at a stipulated price per share;
·
through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;
·
by pledge to secure debts or other obligations;
·
by an underwritten public offering;
·
in a combination of any of the above; or
8
·
any other method permitted pursuant to applicable law.
In addition, Lonmin may sell any ordinary shares that qualify for sale under Rule 144 or Rule 145(d)
under the Securities Act in transactions complying with Rule 144 or Rule 145(d), as applicable, rather than pursuant to this prospectus. Lonmin will act independently of us in making decisions with respect to the timing, manner and size of each sale. We will not receive any proceeds from the sale of ordinary shares by Lonmin.
In order to comply with the securities laws of certain states, if applicable, the ordinary shares or ADSs
may be sold only through registered or licensed brokers or dealers. In addition, in certain states, the ordinary shares or ADSs may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and its requirements are met.
Broker-dealers engaged by Lonmin may arrange for other broker-dealers to participate in sales.
Broker-dealers will either receive discounts or commissions from Lonmin, or they will receive commissions from purchasers of ordinary shares for whom they have acted as agents. Neither we nor Lonmin can presently estimate the amount of this type of compensation. We know of no existing arrangements between Lonmin, any other shareholder, broker, dealer, underwriter or agent relating to the sale or distribution of the ordinary shares.
Lonmin may also sell ordinary shares or ADSs short and deliver securities covered by this prospectus
to close out its short positions, or loan or pledge the securities covered by this prospectus to broker-dealers that in turn may sell these securities. Lonmin may also enter into options, swaps, derivatives or other transactions with broker-dealers or other financial institutions which require the delivery to such broker-dealer or other financial institution of the securities covered by this prospectus, which securities such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemental or amended to reflect such transaction).
Lonmin and any broker-dealers who act in connection with the sale of the ordinary shares or ADSs
might be deemed to be "underwriters" within the meaning of the Securities Act, and any commissions they receive and proceeds of any sale of ordinary shares or ADSs might be deemed to be underwriting discounts and commissions under the Securities Act. These broker-dealers may be acting as brokers, as principals in a riskless principal transaction or as principals engaging in a distribution of the ordinary shares. If there is a material change to the plan of distribution described here, we will file a prospectus supplement or a post-effective amendment to this prospectus, as appropriate, including, if appropriate, naming the broker-dealers acting as underwriters.
We will pay all of the expenses in connection with or incident to the registration of the ordinary shares
or ADSs. We shall not be responsible for any commissions, fees, discounts or expenses of underwriters, broker- dealers or agents or any counsel thereto or any expenses incurred by Lonmin related to the sale or offering of the ordinary shares or ADSs, including the expenses of Lonmin's counsel We have also agreed to indemnify Lonmin and related persons against liabilities related to the ordinary shares or ADSs, including liabilities related to the offer and sale of these ordinary shares or ADSs under the Securities Act.
We have advised Lonmin that while it is engaged in a distribution of the ordinary shares or ADSs
included in this prospectus it is required to comply with Regulation M promulgated under the Securities Exchange Act of 1934. With limited exceptions, Regulation M precludes Lonmin, any affiliated purchasers and any broker-dealer or other person who participates in the distribution from bidding for or purchasing, or attempting to induce any person to bid for or purchase, any security which is the subject of the distribution until the entire distribution is complete. Regulation M also prohibits any bids or purchases made in order to stabilize the price of a security in connection with the distribution of that security. All of the foregoing might affect the marketability of the ordinary shares offered.
This offering will terminate on the earlier of (1) the first year anniversary of the date on which Lonmin
receives the ordinary shares or (2) the date on which all ordinary shares offered by this prospectus have been sold by Lonmin.
We may suspend sales under this prospectus in some situations. Upon receipt of written notice from
us, Lonmin must cease using this prospectus until we file and deliver to it a revised prospectus, or until we advise Lonmin that the current prospectus may still be used and deliver to it any documents we have submitted to be incorporated by reference in the current prospectus. If we suspend sales under this prospectus, we will use our reasonable efforts to cause the use of the prospectus to be resumed as soon as reasonably practicable after the expiration of such a suspension period. We have agreed with Lonmin that we will not exercise our right to delay sales of ordinary shares held by Lonmin on more than three occasions and in no event for more than 90 days during the effective period of the registration statement.
9
LEGAL MATTERS
Certain legal matters with respect to South African law will be passed upon for us by our South African
counsel, Taback and Associates (PTY) Ltd. Certain legal matters with respect to United States and New York law will be passed upon for us by Shearman & Sterling LLP, who may rely, without independent investigation, on Taback and Associates (PTY) Ltd. regarding certain South African legal matters. The underwriters' own legal counsel will advise them about other issues relating to any offering.
EXPERTS
The consolidated financial statements of AngloGold Limited included in AngloGold Limited's Annual
Report on Form 20-F for the year ended December 31, 2003, and incorporated by reference in this registration statement, have been audited by Ernst & Young, independent auditors, as set forth in their report thereon included in the Annual Report on Form 20-F and incorporated by reference in this registration statement. These consolidated financial statements are incorporated herein by reference in reliance upon such report given on the authority of such firm as experts in accounting and auditing.
The consolidated financial statements of Ashanti Goldfields Company Limited as of December 31,
2003 and 2002, and for each of the years in the period then ended, submitted to the SEC by AngloGold Limited on Form 6-K and incorporated by reference in this registration statement, have been audited by Deloitte & Touche, independent auditors, as stated in their report which is incorporated by reference in this registration statement (which report expresses an unqualified opinion and includes explanatory paragraphs relating to the differences between accounting principles generally accepted in the United Kingdom and accounting principles generally accepted in the United States of America and the effect that the application of the latter would have on the determination of profit attributable to shareholders and of shareholders' equity, and, a going uncertainty) and have been so incorporated in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.
WHERE YOU CAN FIND MORE INFORMATION
We file annual and other reports with the U.S. Securities and Exchange Commission. The SEC
maintains a website (http://www.sec.gov) on which our annual and other reports are made available. Such reports may also be read and copied at the SEC's public reference room at 450 Fifth Street, N.W., Washington DC 20549. Please call the SEC at 1 (800) SEC-0330 for further information on the public reference room. You may also read and copy these documents at the offices of the New York Stock Exchange, 20 Broad Street, New York, New York 10005. You may also consult reports and other information about us that we file pursuant to the rules of the JSE Securities Exchange South Africa, the London Stock Exchange, the Paris Bourse and the Australian Stock Exchange.
INCORPORATION BY REFERENCE
The SEC allows us to "incorporate by reference" the information we submit to it, which means that we
can disclose important information to you by referring you to those documents that are considered part of this prospectus. Information that we submit to the SEC in the future and incorporate by reference will automatically update and supersede the previously submitted information. We incorporate herein by reference the documents listed below that we have submitted to the SEC:
·
Annual report on Form 20-F for the year ended December 31, 2003;
·
Form 6-K submitted on March 19, 2004, containing: Ashanti Goldfields Company Limited audited consolidated financial statements as at and for the years ended December 31, 2002 and 2003; Deloitte & Touche audit opinion; and a reconciliation of certain non-GAAP measures of Ashanti Goldfields Company Limited to GAAP measures; and
·
Form 6-K submitted on March 19, 2004, containing pro forma condensed combined financial information as of and for the year ended December 31, 2003 to show the effects of the proposed combination with Ashanti Goldfields Company Limited, as well as the issue of guaranteed Bonds by a subsidiary of AngloGold Limited.
10
We incorporate herein by reference all subsequent annual reports filed with the SEC on Form 20-F
under the Securities Exchange Act of 1934 and those of our reports submitted to the SEC on Form 6-K that we specifically identify in such form as being incorporated by reference (1) after the date of this registration statement and before its effectiveness and (2) until this offering has been terminated. This prospectus is part of a registration statement filed with the SEC.
As you read the above documents, you may find inconsistencies in information from one document to
another. If you find inconsistencies, you should rely on the statements made in the most recent document. All information appearing in this prospectus is qualified in its entirety by the information and financial statements, including the notes thereto, contained in the documents we have incorporated by reference.
You may obtain a copy of these filings at no cost by writing or telephoning us at the following address:
AngloGold Americas Incorporated
509 Madison Avenue
Suite 1914 New York, New York 10022
Telephone: (800) 417 9255 or +1 212 750 7999
Fax: +1 212 750 5626
E-mail: ccarter@anglogold.com
You should rely only on the information incorporated by reference or provided in this prospectus and in
any prospectus supplement. We have not authorized anyone else to provide you with different information. This prospectus is an offer to sell or to buy only the securities referred to herein, but only under circumstances and in jurisdictions where it is lawful to do so. You should not assume that the information in this prospectus or any prospectus supplement is accurate as of any date other than the date on the front of those documents.
II-1
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 8. Indemnification of Directors and Officers
Section 247 of the South African Companies Act 61 of 1973, as amended ("the SA Companies Act"),
provides that any provision, whether contained in a company's articles of association or in any contract with the company, which purports to exempt any director or officer or auditor of the company from any liability which by law would otherwise attach to him in respect of any negligence, default, breach of duty or breach of trust of which he may be guilty in relation to the company or to indemnify him against any such liability, shall be void. This provision is subject to two qualifications: (i) the stipulation does not apply to insurance taken out and kept by the company as indemnification for the benefit of the company against any liability of any director or officer towards the company in respect of any negligence, default, breach of duty or breach of trust; and (ii) a company may indemnify a director, officer or auditor in respect of any liability incurred by him in defending any proceedings, whether civil or criminal, in which judgment is given in his favour, or in which he is acquitted, or in respect of any such proceedings which are abandoned, or in connection with which any application under section 248 of the SA Companies Act in which relief is granted to him by the court.
Section 248 of the SA Companies Act allows the court to relieve any director, officer or auditor of a
company either wholly or partly from his liability if it appears to the court that the person concerned is or may be liable in respect of his negligence, default, breach of duty or breach of trust, but that he has acted honestly and reasonably, and that, having regard to all the circumstances of the case, he ought fairly to be excused from the negligence, default, breach of duty or breach of trust.
Our articles of association provide that, subject to the provisions of Section 247 of the SA Companies
Act, every director, manager, secretary and officer of the company shall be indemnified out of the funds of the company against all liabilities incurred by him as such director, manager, secretary or officer in defending any proceedings, whether civil or criminal, in which judgment is given in his favour, or in which he is acquitted, or in connection with which any application under Section 248 of the SA Companies Act in which relief is granted to him by the court.
We have purchased directors' and officers' liability insurance.
Item 9. Exhibits
Exhibits:
2.1*
Transaction Agreement dated August 4, 2003, between AngloGold Limited and Ashanti Goldfields Company Limited, as amended by Deed of Amendment No. 1, dated September 2, 2003, Deed of Amendment No. 2, dated September 23, 2003, Deed of Amendment No. 3, dated October 29, 2003, Deed of Amendment No. 4, dated November 13, 2003, and Deed of Amendment No. 5, dated December 12, 2003.
4.1
Registration Rights Agreement dated August 4, 2003, between AngloGold Limited and Lonmin Plc.
5.1
Opinion of Taback and Associates (PTY) Ltd., South African counsel to AngloGold Limited.
23.1* Consent of Ernst & Young, independent accountants of AngloGold Limited.
23.2
Consent of Deloitte & Touche, independent accountants of Ashanti Goldfields Company Limited.
23.3
Consent of Taback and Associates (PTY) Ltd. (included in its opinion filed as Exhibit 5.1).
24
Powers of Attorney of the registrants (included on the signature pages).
* Filed as an exhibit to our Annual Report on Form 20-F for 2003, filed on March 19, 2004.
Item 10. Undertakings
(a)
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this
registration statement
II-2
(i)
To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933 (the "Securities Act");
(ii)
To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of the securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; and
(iii)
To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") that are incorporated by reference in this registration statement.
(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective
amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of the securities being
registered which remain unsold at the termination of the offering.
(4) To file a post-effective amendment to the registration statement to include any financial statements
required by Item 8.A. of Form 20-F at the start of any delayed offering or throughout a continuous offering. Financial statements and information otherwise required by Section 10(a)(3) of the Securities Act, as amended, need not be furnished, provided, that the registrant includes in the prospectus, by means of a post-effective amendment, financial statements required pursuant to this paragraph (a)(4) and other information necessary to ensure that all other information in the prospectus is at least as current as the date of those financial statements. Notwithstanding the foregoing, with respect to registration statements on Form F-3, a post-effective amendment need not be filed to include financial statements and information required by Section 10(a)(3) of the Securities Act or Rule 3-19 of Regulation S-K if such financial statements and information are contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Form F-3.
(b)
The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant's annual reports pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(c)
Insofar as indemnification for liabilities under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
II-3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant, AngloGold
Limited, a corporation duly organized and existing under the laws of the Republic of South Africa, certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form F-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Johannesburg, South Africa on the 16
th
day of March 2004.
AngloGold Limited
By: /s/ Kelvin H Williams
Name: Kelvin H Williams
Title: Executive Director, Marketing
POWER OF ATTORNEY
Each of the undersigned do hereby constitute and appoint Jonathan G Best, Yedwa Z Simelane and
Christopher R Bull and each of them, individually, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, in his or her name, place and stead, in any and all capacities (including his capacity as a director and/or officer of the registrant), to sign any and all amendments and post- effective amendments and supplements to this registration statement, and including any registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the SEC, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys- in-fact and agents or any of them, or his substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed
by the following persons in the capacities and on the date indicated.
Signature
Title
Date
/s/ Robert M Godsell
Chief Executive Officer
and Director (Principal Executive Officer)
2004-03-16
Robert M Godsell
/s/ Russell P Edey
Chairman and Non-Executive Director
2004-03-16
Russell P Edey
Executive Director (Finance)
(Principal Financial Officer and
Principal Accounting Officer)
Jonathan G Best
/s/ David L Hodgson
Chief Operating Officer and Executive Director
2004-03-16
David L Hodgson
/s/ Kelvin H Williams
Executive Director (Marketing)
2004-03-16
Kelvin H Williams
/s/ Frank B Arisman
Director (Non-Executive)
2004-03-16
Frank B Arisman
/s/ Elisabeth R Bradley
Director (Non-Executive)
2004-03-16
Elisabeth R Bradley
/s/ Colin B Brayshaw
Director (Non-Executive)
2004-03-16
Colin B Brayshaw
/s/ Anthony W Lea
Director (Non-Executive)
2004-03-16
Anthony W Lea
7
4.1 Shelf Registration Sale.
(a)
In the event that Lonmin proposes to sell Registered Securities from time
to time during the Effective Period in a transaction registered with the SEC pursuant to a Shelf Registration Statement (as defined below), Lonmin shall give notice thereof to AngloGold in accordance with Section 12(e) hereof (a "Shelf Registration Sale Notice") no later than five Business Days prior to agreeing such proposed sale. The Shelf Registration Sale Notice shall state the maximum number of AngloGold Shares Lonmin proposes to sell, the proposed terms and conditions, including the timing, structure, method of distribution and manner, of such sale and, in the event the proposed sale is pursuant to an underwritten offering, the name(s) of the proposed managing underwriter or underwriters. After delivery of a Shelf Registration Sale Notice, Lonmin shall consult with AngloGold regarding the terms and conditions, including the size, timing, structure, method of distribution and manner, of such sale. If the proposed sale is pursuant to an underwritten offering, the managing underwriter or underwriters shall be of recognised international standing and Lonmin shall consult with AngloGold on the selection of such underwriter or underwriters.
(b)
If so requested by Lonmin in a Shelf Registration Sale Notice, AngloGold
shall not effect or announce any public sale or distribution of AngloGold Shares during the period commencing upon receipt by AngloGold of such Shelf Registration Sale Notice and ending on the 60
th
calendar day following the closing date of the sale of AngloGold Shares
specified in such notice, or such shorter period as (i) may result from the further proviso contained in this paragraph, or (ii) Lonmin may consent to upon AngloGold's request, such consent of Lonmin not to be unreasonably withheld; provided, however, that Lonmin shall have the right to make such request on no more than two occasions (excluding occasions that are pre- empted by the exercise of a Blackout Period by AngloGold under Section 5.3 or by any suspension of a prospectus under Section 5.4(i)(v) that prevents the completion of the transaction) and in no event later than the 300
th
calendar day immediately following the Effective
Date and, provided further, that if Lonmin shall invoke its rights under this provision on two occasions, then in no event shall the sum of (i) the number of calendar days following the first closing date during which AngloGold shall be prohibited from effecting or announcing any public sale or distribution of AngloGold Shares, plus (ii) the number of calendar days following the second closing date during which AngloGold shall be prohibited from effecting or announcing any such public sale or distribution of AngloGold Shares, exceed 90 calendar days.
4.2 Exempt Transaction Sale; Right of First Offer.
(a)
In the event that Lonmin proposes to sell Lonmin AngloGold Shares from
time to time during the Effective Period in an Exempt Transaction, Lonmin shall give notice thereof to AngloGold in accordance with Section 12(e) hereof (an "Exempt Transaction Sale Notice"), which notice shall state the maximum number of AngloGold Shares Lonmin proposes to sell and the proposed terms and conditions, including the timing, structure, method of distribution and manner, of the sale and contain a good faith offer to sell such AngloGold Shares to AngloGold. AngloGold, or a Person identified by AngloGold, shall have the right to accept such offer to purchase the AngloGold Shares contained in the Exempt Transaction Sale Notice by the time of day on the first Trading Day immediately after the date on which AngloGold shall receive such notice corresponding to the time of day on the Trading Day on which such notice
Shearman & Sterling
9 Appold Street
London EC2A 2AP
Facsimile No.: +44 (0)20 7655 5500
Attention: Pamela M. Gibson
Attention: Bonnie Greaves
Attention : George A Casey
4 Grosvenor Place
London SW1X 7YL
Facsimile No.: +44 (0)20 7201 6134
Attention: John Robinson, Finance Director
Exchange House
Primrose Street
London EC2A 2HS
Facsimile No.: +44 (0)20 7374 0888
Attention: Michael Walter
Attention: Alex Bafi
Title: CEO
Title: Director
Title: Chairman
Title: Finance Director
11 Diagonal Street
Johannesburg 2001
Republic of South Africa
Title: Finance Director
Fax +27 11 483 0601
Our Ref
JOHANNESBURG
2001
P O Box 62117
MARSHALLTOWN
2107
We have acted as South African counsel to AngloGold Limited, a company organised under the laws of South Africa (the "Company"), in connection with the filing by the Company with the Securities and Exchange Commission (the "SEC") of a Registration Statement on Form F-3 (the "Registration Statement") and Prospectus contained in the Registration Statement (the "Prospectus") covering the registration under the U.S. Securities Act of 1933, as amended (the "Act") of ordinary shares of the Company.
In connection with the opinions expressed below, we have examined:
1.
Yours faithfully
/s/Rupert Smith
MERVYN TABACK INCORPORATED
We consent to the incorporation by reference in this Registration Statement on Form F-3 and, Registration Statements Nos. 333-101891on Form F-3, and No. 333-10990 on Form S-8 of AngloGold Limited ("Company") of our report dated February 18, 2004 (which report expresses an unqualified opinion and includes explanatory paragraphs relating to the differences between accounting principles generally accepted in the United Kingdom and accounting principles generally accepted in the United States of America and the effect that the application of the latter would have on the determination of profit attributable to shareholders and of shareholders' equity, and, a going concern uncertainty), relating to the consolidated financial statements of Ashanti Goldfields Company Limited and its subsidiary undertakings as of December 31, 2003 and 2002, and for each of the years in the period then ended, appearing in the Company's Report on Form 6-K dated 19 March, 2004 and to the reference to us under the heading "Experts" in the Prospectus, which is part of this Registration Statement.
/s/ Deloitte & Touche
DELOITTE & TOUCHE
Accra, Ghana
March 19, 2004