Issued capital
The issued ordinary share capital was increased during the
year as a result of settlement of the considerations payable in terms of the merger of
gold interests and the exercise of share options by participants in the Share Incentive
Scheme, as shown in the table below:
|
|
No. of shares |
Rand |
|
| Issued ordinary share
capital at 31 December 1997 |
19 634 491 |
9 817 245 |
| Consideration - merger of
gold interests |
78 204 908 |
39 102 454 |
| Exercise of employee share
options |
13 800 |
6 900 |
|
| Issued ordinary share
capital at 31 December 1998 |
97 853 199 |
48 926 599 |
|
All the issued A and B redeemable preference shares are
held by a wholly-owned subsidiary.
Unissued capital
As at 31 December 1998, there were 102 146 801 unissued
ordinary shares. Of these, the directors have specific authority from the shareholders to
issue 2 690 962 shares in accordance with the Share Incentive Scheme. The remaining 99 455
839 unissued shares are under the control of the directors until the next annual general
meeting which is to be held on 30 April 1999. At that meeting members will be asked to
renew the directors' control over the unissued ordinary shares, exclusive of the number of
shares as may be required to be allotted and issued by the company pursuant to the Share
Incentive Scheme.
In terms of
the Listings Requirements of the Johannesburg Stock Exchange, shareholders may, subject to
certain conditions, authorise the directors to issue the unissued shares held under their
control for cash other than by means of a rights offer to members. In order that the
directors of the company may be placed in a position to take advantage of favourable
circumstances which may arise for the issue of such shares for cash without restriction
for the benefit of the company, members will be asked to consider an ordinary resolution
to this effect at the forthcoming annual general meeting. The necessary ordinary
resolution has been incorporated as item No. 4 in the notice of meeting on pages 96 and
97.
Share premium
The company's share premium account before the merger rose
from R539,7 million at 31 December 1997 to R3 909,2 million primarily as a result of the
method adopted for the combination of the participating companies on the formation of
AngloGold, which is the uniting of interest method for accounting for mergers in terms of
International Accounting Standard No. 22 ? Business Combinations. The surplus arising on
merger accounting between the nominal share capital and share premium issued by AngloGold
and the nominal value of the share capital and share premium of the participating
companies acquired has been reflected as a merger adjustment and set-off against
shareholders' equity.
Full details
of the authorised, issued and unissued shares, as well as the share premium, are given in
note 15 of the statutory annual financial statements.
Share incentive scheme
At the general meeting held on 4 June 1998, shareholders
approved the introduction of the AngloGold Limited Share Incentive Scheme for the purpose
of providing an incentive to employees of the company and its subsidiaries to identify
themselves more closely with the fortunes of the group and its continued growth, and also
to promote the retention of employees by giving them an opportunity to acquire shares in
the company. Employees participate in the scheme to the extent that they are granted
options or offered automatically convertible unsecured debentures and accept them.
The maximum
number of ordinary shares which have been made available for the purposes of the scheme is
2 690 962, equivalent to 2,75 per cent of the total number of ordinary shares in issue.
The maximum aggregate number of shares which may be acquired by any one participant in the
scheme is 150 000.
During the
period since the implementation of the scheme to 31 December 1998, employees of the
company, who previously participated in the AAC Executive Share Incentive Scheme in terms
of their employment with AAC, were granted options to subscribe for 673 000 ordinary
shares of 50 cents each, at prices varying between R208,00 and R256,00 per share and on
comparable terms to the AAC scheme. A total of 13 800 ordinary shares of 50 cents each
were issued to certain of these employees who exercised their options. As at 31 December
1998, participants in the scheme have accepted a total of 420 500 fully paid automatically
convertible unsecured debentures at values varying between R216,00 and R297,60 per
debenture.
The options
granted may be exercised and the debentures accepted may be converted as follows:
|
|
Period after date of |
|
grant of options/ |
| Percentage |
issue of debentures |
|
| 20% |
2 years |
| 40% |
3 years |
| 60% |
4 years |
| 100% |
5 years |
|
|
|
The equity
component of the automatically convertible debentures is not sufficiently material to
warrant reporting a portion of the issued debentures as equity and the balance as debt.
The interest on these debentures is payable annually at the official interest rate per the
seventh schedule of the Income Tax Act which approximates market rates.
All options,
however, which have not been exercised within ten years from the date on which they were
granted automatically lapse. Debentures which have not been converted within a similar
period of acceptance will be ceded to the AngloGold Limited Employees' Share and Debenture
Trust established by the company for purposes of the scheme.
At the year
end, the unallocated balance of shares subject to the scheme amounted to 1 611 262.
Between the
year end and the date of this report, employees have accepted a further 26 000 debentures
have been allocated at prices varying between R235,80 and R257,00 per debenture.
Financial results
Group profit for the year ended 31 December 1998 after
taxation, appropriation for capital expenditure and equity earnings was R1 660,8 million
(1997: R1 385,1 million) or 1 697 (1997: 1 416) cents per share.
The group's
results are analysed under the Financial Review section on page 3.
Dividends
Details of dividends declared in respect of the year under
review are given in note 7 to the statutory annual financial statements.
Borrowing powers
In terms of the articles of association, the borrowing powers
of the company are unlimited.
At 31 December
1998, the group's borrowings totalled R719 million (1997: R695 million).
International accounting standards
The statutory annual financial statements are prepared in
conformity with South African generally accepted accounting practice for the mining
industry and in the manner required by the South African Companies Act. These financial
figures are also shown in US dollars. For the benefit of international investors, also
included with this report are financial statements prepared to comply with International
Accounting Standards.
Fixed assets
A schedule giving details of the group's mining rights and
property is available for inspection at the company's registered office.
Acquisitions
With effect from 1 July 1998, the company purchased certain
assets, including gold slimes material and surface rights, on the East Rand from East
Daggafontein Mines Limited for an aggregate consideration of R106 million. East
Daggafontein purchased 420 947 ordinary shares in the capital of the company, previously
held by a wholly-owned subsidiary, at R251,81 per share, being the average closing price
for the 30 trading days which ended on 2 September 1998. In terms of the agreement of sale
the existing processing arrangement between the companies was cancelled.
Disposals
The undermentioned mine shafts and related infrastructure were
sold during the year under review as being uneconomic to operate from the company's
perspective:
|
|
|
Effective date |
| Description of asset sold |
Purchaser |
of sale |
Consideration |
|
| Vaal Reefs Nos. 1, 3, 4, 5, 6 |
African Rainbow |
| and 7 shafts, exclusive of all |
Minerals & Exploration |
| major equipment and winders |
(Proprietary) Limited |
27.1.98 |
R38 million |
|
| Freddies Nos. 7, 8 and 9 shafts |
Kadas Barnea CC |
2.3.98 |
R26 million |
| President Steyn Nos. 1, 1A |
| ventilation and 2 shafts, and |
| President Steyn gold plant |
Kadas Barnea CC |
3.4.98 |
R114 million |
|
| President Steyn Nos. 5, 6, 7 |
Harmony Gold Mining |
| and 8 shafts |
Company Limited |
1.5.98 |
R85 million |
|
| Western Holdings Nos. 1, 2, 3, |
African Rainbow |
| 4, 6 and 7 shafts and the previously |
Minerals & Exploration |
| closed Welkom gold plant |
(Proprietary) Limited |
31.7.98 |
R28 million |
|
| Masimong Mine |
| (Freegold 3) and the Free |
Harmony Gold Mining |
| State 3 (Saaiplaas) gold plant |
Company Limited |
21.9.98 |
R110 million |
|
As part of the
transaction concluded in July 1998 for the disposal by AAC and companies associated with
it of their 63,1 per cent interest in The Afrikander Lease Limited to Benoryn Investment
Holdings (Proprietary) Limited, the group sold to the purchaser its gold recovery plant
and associated mining and township infrastructure for R460 000 and certain mineral and
mining rights for R30 000.
In terms of
the agreement of sale signed with African Rainbow Minerals & Exploration (Proprietary)
Limited (ARM) in January 1998, the Vaal Reefs No. 2 shaft was tributed to ARM on the basis
that 40 per cent of all revenue, costs and capital expenditure would accrue to ARM, with
the balance to the company.
|