1 Information about AngloGold
1.1 Introduction
  Anglogold Limited, a company incorporated in the Republic of South Africa (registration number 05/17354/06) (AngloGold), is a single focused independent gold company. AngloGold is the world?s largest gold producer.

AngloGold?s shares are tradeable on the Johannesburg Stock Exchange (JSE), the New York Stock Exchange (NYSE), the London Stock Exchange (LSE), and the Paris and Brussels Bourses. A listing is also being sought on the Australian Stock Exchange (ASX).

AngloGold, formerly Vaal Reefs Exploration and Mining Company Limited (Vaal Reefs), was incorporated in 1944 in South Africa. On 30 March 1998 Vaal Reefs changed its name to ?Anglogold Limited?. AngloGold then became the vehicle for the merger in a share transaction of the African gold mining and exploration interests of the Anglo American Corporation of South Africa Limited (AAC) thereby forming a single, focused, independent gold company. Its primary listing was on the JSE, with secondary listings on the LSE and the Paris and Brussels Bourses.

This transaction, which became effective for accounting purposes on 1 January 1998, consolidated seven listed South African gold companies as wholly owned subsidiaries of AngloGold. These companies were:

  • Eastvaal Gold Holdings Limited;

  • Elandsrand Gold Mining Company Limited;

  • East Rand Gold and Uranium Company Limited;

  • Free State Consolidated Gold Mines Limited;

  • HJ Joel Gold Mining Company Limited;

  • Southvaal Holdings Limited; and

  • Western Deep Levels Limited.

In addition, AngloGold acquired AAC?s interests in gold mineral interests, including AAC?s stake in Driefontein Consolidated Limited (Driefontein) in South Africa, Tanzania, and Mali, and exploration properties in Tanzania, Senegal and several other African countries, including joint venture arrangements. The transaction with AAC included the acquisition of a 100% interest in Anmercosa Mining (West Africa), which holds a 38% interest in Soci?t? d?Exploitation des Mines d?Or de Sadiola S.A (SEMOS), the mining company formed to exploit the Sadiola ore body in Mali, and a 50% interest in Sadiola Exploration Limited, which is the company that effects gold exploration outside the SEMOS operations, but within the Sadiola region. AngloGold also acquired a 100% holding in Erongo Mining and Exploration Company Limited, which held a 70% interest in the Navachab Venture in Namibia. The AngloGold interest in Navachab increased to 100% on 11 October 1999.

The rationale for the AngloGold consolidation centred on the need to offer investors a focused independent gold company with global growth potential and a simplified ownership structure. Additional benefits included the diversification of operational risk, a reduction in costs through reducing operational overheads and sharing common services across operations, and a fully dedicated management team, independent of AAC, remunerated by AngloGold and incentivised by an AngloGold share incentive scheme. The new board of AngloGold includes a majority of non-executive directors, and a majority of directors fully independent of AAC. In contrast to the prior relationship of many of the underlying companies with AAC, the newly constituted AngloGold has no service agreements or other contracts in terms of which any turnover or profit-related fees are payable to AAC.

In November 1997 Elandsrand Gold Mining Company Limited (Elandsrand) acquired the Deelkraal Gold Mining Company Limited (Deelkraal). This lease area is adjacent to that of Elandsrand, with both operations effectively mining the same ore body.

The combined annual production of the merged assets was 6.6 million ounces in 1998, with an additional 300,000 ounces derived from AngloGold?s 21.5% interest in Driefontein (this interest was sold to Gold Fields Limited in April 1999). At 31 December 1998, AngloGold had total mineral reserves (proved and probable) of 126 million ounces, measured and indicated mineral resources of 173 million ounces, and total mineral resources of 382 million ounces, based on a gold price assumption of US$292 per ounce.

Central to AngloGold?s formation and structuring in 1998 was the setting of stringent financial return targets for each business unit. South African operations that could not achieve margin and cash cost targets within a reasonable time frame were sold or closed. As a result of this restructuring, the comparison of 1998?s results with 1997 saw:

  • production decrease by 10% through the sale or closure of 24 South African shafts;

  • cash operating costs drop by 18% to US$229 per ounce;

  • operating profit increase from US$117 million to US$416 million;

  • net earnings grow by 77% from US$179 million to US$317 million;

  • return on capital increase from 7% to 15%; and

  • earnings per share increase from US183 cents to US324 cents.

In December 1998 AngloGold reached agreement to purchase the gold interests of Minorco Soci?t? Anonyme (Minorco), a Luxembourg registered group and an associate of AAC. The purchase of the Minorco gold assets for an effective price of US$492 million was brought to account on 1 January 1999 and provided AngloGold with the following assets in the Americas:

  • a 100% interest in the Independence Mining Company Inc. in the United States, comprising:

    - Pikes Peak Mining Company which in turns owns 66.7% of the Cripple Creek and Victor Joint Venture (CC&V) in Colorado; and
    - a 70% interest in the Jerritt Canyon Joint Venture;

  • a 100% interest in Minera??o Morro Velho in Brazil;

  • a 50% interest in Minera??o Serra Grande in Brazil; and

  • a 46.25% interest in Cerro Vanguardia in Argentina.

These low cost open-pit and shallow underground operations added 865,000 ounces of annual production to AngloGold, based on their performance in 1998. In the process, non-South African production ounces increased from 3% to 15%, while ounces mined shallower than 2,000 metres below surface increased from 34% to 43% of the total ounces produced. Included in the transaction were exploration activities and interests in the United States, Mexico, Venezuela, Brazil and Argentina.

The successful completion of the Minorco transaction further diversified AngloGold?s operational and country risk profile, enhanced its cost profile, and broadened its management base. AngloGold?s long term commitment to the gold business in turn benefited the Minorco assets, as did AngloGold?s technical and operational expertise.

AngloGold's mining operations span three continents and six countries: Argentina, Brazil, Mali, Namibia, South Africa and the United States of America.

The focus within AngloGold is on growing shareholder value. Since AngloGold?s restructuring in June 1998, it has outperformed the JSE, the ASX and Standard & Poor?s gold indices and the Standard & Poor?s 500 Index.

In its strategy, AngloGold?s objectives include:

  • growth in shareholder returns;

  • the development and expansion of global gold markets;

  • increased profit margins through the reduction of production costs and improved productivity;

  • generating new mine production through exploration and acquisition;

  • extending future reserves and resources through a global exploration programme;

  • a research and development focus on new technology for the new millennium, including breaking rock in new ways, taking people away from mining risk, and innovation in gold metallurgy; and

  • reducing exposure to risks that dilute shareholder returns.

AngloGold brings to Acacia a global presence that diversifies operational and country risk, introduces significant gold marketing and management expertise to Acacia, and provides a sound balance sheet with strong cash flow. Acacia has the opportunity to become part of a unique gold marketing programme aimed at the official gold market, the deregulation of the gold market in key economies, and innovative marketing of the product. In all three of these areas, increased market share in world production will enhance the ability of AngloGold?s marketing efforts to impact the health of the gold market.

In the eighteen months since its formation, AngloGold has demonstrated a track record in enhancing shareholder wealth, including a consistent growth in earnings and dividends per share, and double digit returns on equity, despite low gold prices. AngloGold focuses shareholders? capital on value-creating activities, while at the same time seeking to reduce exposure to risks that dilute shareholder returns. AngloGold?s characteristics of growth and income, and its standing as the world?s largest gold producer, offer Acacia shareholders the opportunity to participate in the ongoing benefits to be derived from the globalisation of AngloGold?s equity. In addition, AngloGold?s appeal to growth, value, and income investors alike, offers Acacia shareholders a broad exposure to the capital markets, beyond simply gold funds and the impact of gold market sentiment on the equity.

1.2 Directors of AngloGold
  The AngloGold board of directors comprises 12 non-executive and three executive directors and has one alternate director. Seven board sub-committees have been established to assist the board in the effective running of AngloGold. These are: executive; audit; employment equity; investment; market development; remuneration; and safety, health and environment.

The names and occupations of all the directors of AngloGold are:

Chairman

Nicholas F. Oppenheimer
(54) is the non-executive chairman and a member of the remuneration committee. He is chairman of De Beers Consolidated Mines Limited (De Beers) and is also non-executive deputy chairman of Anglo American plc (AA plc). His address is De Beers House, Corner Amethyst and Crownwood Roads, Theta, Johannesburg, 2013, South Africa.

Executive Directors

Robert M. Godsell
(47) is chief executive officer, chairman of the executive committee, and a member of the employment equity, market development, and safety, health and environment committees. He is also a non-executive director of AA plc and is president of the Chamber of Mines of South Africa and vice-chairman of the World Gold Council. His address is 11 Diagonal Street, Johannesburg, 2001, South Africa.

Jonathan G. Best (51) is executive director finance and a member of the executive and investment committees. His address is 11 Diagonal Street, Johannesburg, 2001, South Africa.

Kelvin H. Williams (51) is executive director marketing and a member of the executive, investment and market development committees. He is chairman of Rand Refinery and is a director of the World Gold Council. His address is 11 Diagonal Street, Johannesburg, 2001, South Africa.

Non-Executive Directors

Frank B. Arisman
(55) is a member of the employment equity and market development committees. He is managing director of J P Morgan and lives in New York. His address is J P Morgan, 4 th Floor, 60 Wall Street, New York, NY 10260-0060, United States of America.

Mrs Elisabeth le R. Bradley (60) is a member of the audit, investment and market development committees. She is executive chairman of Wesco Investments Limited and vice-chairman of Toyota SA Limited. Her address is 30 Wellington Road, Parktown, Johannesburg, 2193, South Africa.

Colin B. Brayshaw (64) is chairman of the audit committee. He is a retired managing partner and chairman of Deloitte & Touche. His address is The Woodlands, Woodlands Drive, Woodmead, Sandton, 2128, South Africa.

Dr James W. Campbell (49) is a member of the investment and market development committees. He is an executive director of AA plc. His address is 44 Main Street, Johannesburg, 2001, South Africa.

Russell P. Edey (57) is chairman of the remuneration and investment committees and a member of the audit committee. Based in the United Kingdom, he is deputy chairman of N M Rothschild Corporate Finance Limited. His address is N M Rothschild & Sons Limited, New Court, St. Swithins Lane, London, EC4P 4DU, England.

Dr Victor K. Fung (54) is chairman of the market development committee. A Hong Kong resident, he is chairman of Prudential Asia Investments Limited and of Li & Fung Limited. His address is Li & Fung (Trading) Limited, Li Fung Centre, 11 th Floor, 888 Cheung Sha Wan Road, Kowloon, China.

Michael W. King (62) is a member of the investment committee and vice-chairman of AA plc. His address is 44 Main Street, Johannesburg, 2001, South Africa.

Thokoana J. Motlatsi (48) is chairman of the employment equity committee and a member of the market development and safety, health and environment committees. He is president of both the National Union of Mineworkers and the Southern Africa Miners? Federation. His address is National Union of Mineworkers, Swissco House, 7 Rissik Street, Johannesburg, 2001, South Africa.

Donald M.J. Ncube (52) is chairman of the safety, health and environment committee and a member of the remuneration committee. He is executive chairman of Real Africa Holdings Limited. His address is Real Africa House, 3 West Street, Houghton, Johannesburg, 2198, South Africa.

Julian Ogilvie Thompson (65) is a member of the remuneration committee. He is chairman and chief executive of AA plc and non-executive deputy chairman of De Beers. His address is 44 Main Street, Johannesburg, 2001, South Africa.

Timothy C.A. Wadeson (63) is a member of the employment equity and safety, health and environment committees. He is also group technical director of AA plc. His address is 44 Main Street, Johannesburg, 2001, South Africa.

Alternate Director

Robert P. Garnett
(50) (alternate to Mr M. W. King) is a member of the audit committee and executive vice-president: finance of Anglo American Corporation of South Africa Limited. His address is 44 Main Street, Johannesburg, 2001, South Africa.

1.3 AngloGold?s South African operations
  Vaal River operations

AngloGold?s Vaal River operations are in the original Vaal Reefs mining area of the Witwatersrand Basin and comprise of the North Lease, South Lease and Moab Lease areas. The upper portion of the basin, which contains the ore bodies, crops out at its northern extent near Johannesburg but further west, south and east is overlain by up to four kilometres of volcanic and sedimentary rocks. The three lease areas are mined as a single ore body, enhancing production flexibility and facilitating lower unit operating costs. Prior to the AngloGold consolidation, while these three lease areas were operated as part of a single regional structure, three separate companies held beneficial rights to the earnings from the lease areas.

AngloGold?s Vaal River operations are now organised as four operating mines; Great Noligwa (which at almost one million ounces production per year is AngloGold?s largest producer), Kopanang, Tau Lekoa and Moab Khotsong. Moab Khotsong is a new mine where initial production has recently commenced, although development is still continuing. The Vaal River complex also consists of four gold plants, one uranium plant and one sulphuric acid plant. The Vaal River processing plant comprises crushers, mills and carbon-in- pulp and electrowinning facilities and treats between 240,000 and 420,000 tonnes of ore per month.

In early 1998, Vaal River operations sold certain short life mines under an economic empowerment initiative, which resulted in the formation of South Africa?s first black gold mining company, African Rainbow Minerals & Exploration (Proprietary) Limited. This has enabled management to focus on four remaining long life mines. Three of these mines have lives ranging from 17 to 19 years and the Moab Khotsong mine has a life in excess of 20 years. As a result of this restructuring, gold production decreased from 2.2 million ounces in 1997 to 1.9 million ounces in 1998. This represents approximately 12% of South Africa?s gold production. Capital expenditure incurred during 1998 decreased to US$60 million.

The Moab Khotsong mine is expected to attain full production by 2006, at which point it is estimated that ore treated will reach 1.6 million tonnes per annum. It is estimated that some US$440 million additional capital expenditure will be incurred to attain such levels of production. It is anticipated that this will be funded from AngloGold?s internal cash resources.

In 1998, the Vaal River operations produced 891 tonnes of uranium oxide as a by-product of the production of gold. The uranium oxide produced is transported to the Nuclear Fuels Corporation of South Africa (Proprietary) Limited (now a wholly owned subsidiary of AngloGold) for further processing and distribution to customers. The value of uranium oxide produced is not significant relative to the value of gold produced.

Summary of Vaal River operations

    1996 1997 1998 9 months
ended 30
September
1999
Tonnes treated Tonnes (m) 13.4 14.2 11.2 8.8
Average grade g/t 5.0 4.9 5.3 5.2
Gold production Oz (000) 2,165 2,234 1,913 1,464
Cash costs US$/oz 255 254 198 181
Capital expenditure US$ (million) 101.6 85.0 54.9 40.4


Free State operations

The Free State operations consist of the former Free State Consolidated Gold Mines Limited (Freegold) and H J Joel Gold Mining Company Limited (Joel) mines, which are located on the Witwatersrand Basin. These operations have recently undergone a major restructuring process to reduce costs and improve overall productivity, so as to enhance the competitiveness of the operations over their anticipated life. A number of mines and related processing facilities have been sold or mothballed and production is now focused on four long life mines, namely Bambanani, Tshepong, Matjhabeng and Joel. As a result of this restructuring, gold production in 1998 reduced to 1.9 million ounces. The expected life of the four mines is approximately 20 years.

Joel conducts mining operations in the Theunissen district of the Free State Province. In recent years, Joel has been marginal or loss making. However, a recent study has led to the sinking of a new shaft of 1,500 metres in depth at an estimated future capital expenditure cost of US$71 million, which is expected to be completed by April 2001 and which is also expected to lead to improved profitability of the operations.

Processing plants at Free State operations include mills, carbon-in-leach and carbon-in-pulp processors and electrowinning facilities and treat between 160,000 and 400,000 tonnes of ore per month.

Summary of Free State operations

    1996 1997 1998 9 months
ended 30
September
1999
Tonnes treated Tonnes (m) 17.4 14.7 9.7 7.2
Average grade g/t 4.7 5.1 6.2 5.0
Gold production Oz (000) 2,654 2,390 1,943 1,154
Cash costs US$/oz 308 333 266 259
Capital expenditure US$ (million) 25.8 28.1 58.1 20.6


West Wits operations

The West Wits operations consist of the Mponeng, Savuka, Tau Tona, Elandsrand and Deelkraal mines. They are located on the Witwatersrand Basin in the Gauteng and North West Provinces of South Africa. Savuka and Tau Tona have a combined processing plant while Mponeng, Elandsrand and Deelkraal have their own individual plants. These operations comprise crushers, mills and carbon-in-pulp zinc precipitation and smelting facilities.

Mponeng, Savuka and Tau Tona conduct mining operations in the Oberholzer and Potchefstroom districts of Gauteng and North West Provinces respectively, and mine two reef formations at depths up to 4,000 metres below surface.

AngloGold is a world leader in deep and ultra-deep mining, and has successfully addressed a number of fundamental technological aspects including ultra-deep shaft design, ore reserve access, stoping access, seismic monitoring and air cooling systems.

A project is currently in progress to deepen Mponeng?s shaft to approximately 4,200 metres below the surface by 2003. Upon completion of the mine-deepening project, it is expected that the availability of additional reserves reached in this way will extend the mine life to in excess of 20 years. It is estimated that a further US$250 million would be required to complete this project.

Elandsrand is one of the most modern and efficient gold mines in South Africa. In recent years it has been redesigning its mining practices, reducing its staffing levels and improving its working processes.

Summary of West Wits operations

    1996 1997 1998 9 months
ended 30
September
1999
Tonnes treated Tonnes (m) 7.9 7.8 8.2 5.7
Average grade g/t 6.9 7.4 8.0 8.1
Gold production Oz (000) 1,739 1,846 2,118 1,483
Cash costs US$/oz 285 270 225 226
Capital expenditure US$ (million) 44.0 42.8 47.9 42.1
Ergo operations

AngloGold?s Ergo operations retreat tailings dams and sand in the Gauteng Province to recover gold and produces sulphuric acid using secondary processes. These tailings dams are located on the East Rand of the Witwatersrand. Since 1987, material has been treated through two carbon-in-leach plants, believed to be two of the largest of their kind in the world. Ergo can only profitably treat tailings dams if they exceed a certain grade given the current prevailing economic circumstances. In consequence of the expected rate of depletion of the higher grade material, Ergo is expected to cease operations in 2004.

Summary of Ergo operations

    1996 1997 1998 9 months
ended 30
September
1999
Tonnes treated Tonnes (m) 50.0 50.6 50.7 34.8
Average grade g/t 0.3 0.3 0.2 0.2
Gold production Oz (000) 400 417 394 249
Cash costs US$/oz 271 262 230 253
Capital expenditure US$ (million) 7.7 5.7 3.3 0.6
1.4 AngloGold?s other African operations
 
Sadiola Hill operations

AngloGold has a 38% interest in, and manages, the Sadiola Hill and other deposits within the Sadiola exploitation area in Western Mali. The joint venture partners are IAMGOLD International African Mining Gold Corporation (IAMGOLD), a Canadian listed company (38%), the Government of Mali (18%), and the International Finance Corporation (6%).

Construction commenced at the Sadiola open pit operations in 1994 and full production was achieved by June 1997, with 380,000 ounces of low cost gold being produced in the first year. The current plan indicates a mine life of 8 years.

Ore from Sadiola is treated at its own plant comprising mills and carbon-in-pulp and electrowinning facilities, capable of processing 433,000 tonnes per month.

AngloGold has a 50% interest in Sadiola Exploration Limited which is exploring in the Sadiola region outside the area currently being mined. IAMGOLD holds the other 50%.

The pre-feasibility study for the potential Yatela project north-west of Sadiola has been concluded. A bankable feasibility study, based on a 2.5 million tonnes per year heap leach operation, is currently in progress.

Summary of Sadiola operations (1)

    1996 1997 1998 9 months
ended 30
September
1999
Tonnes treated Tonnes (m) - 1.5 1.9 1.5
Average grade g/t - 3.0 3.2 3.4
Gold production Oz (000) - 146 192 156
Cash costs US$/oz - 116 104 100
Capital expenditure US$ (million) 53.0 4.1 2.0 1.7

(1) Attributable to AngloGold

Navachab operations

AngloGold now has a 100% interest in the Navachab open pit gold mine near Karibib in Namibia, which has been in production since 1990. Navachab?s processing plant includes mills, carbon-in-pulp and electrowinning facilities and has a production capacity of 110,000 tonnes per month.

Potential resources which could extend the mine?s life beyond 2003 are under ongoing evaluation. Additional stripping for the pit extension is placing pressure on interim profitability margins. Labour problems have been experienced at the operation in 1999.

Summary of Navachab operations (1)

    1996 1997 1998 9 months
ended 30
September
1999
Tonnes treated Tonnes (m) 0.8 0.9 1.0 0.8
Average grade g/t 1.8 1.8 1.3 1.5
Gold production Oz (000) 64 52 42 37
Cash costs US$/oz 264 249 270 253
Capital expenditure US$ (million) - 0.3 0.3 0.1

(1)   70% attributable to AngloGold up to 30 June 1999 and 100% attributable thereafter

1.5 AngloGold?s United States operation
  AngloGold?s North American gold assets are held through AngloGold North America Inc.
(formerly Minorco (USA) Inc.).

AngloGold (Colorado) Corp.

AngloGold (Colorado) Corp., formerly Pikes Peak Mining Company, and a subsidiary of AngloGold North America Inc., owns 66.7% of CC&V, in the Cripple Creek mining district, south west of Colorado Springs in Colorado. The other 33.3% of CC&V is held by Golden Cycle Gold Corporation (Golden Cycle). AngloGold is manager of the operation. AngloGold?s economic interest in the operations is assumed to be 100% by virtue of having extended a loan to the joint venture which (together with accumulated interest) is to be repaid prior to Golden Cycle participating in any economic benefit from the operations. It is not, however, anticipated that the loan and accumulated interest will be repaid under the current arrangements with Golden Cycle at prevailing, or expected, gold prices.

CC&V is a low-cost, low-grade open pit operation, producing around 228,000 ounces of gold per year. Good potential exists for the discovery of future ore resources and the conversion of these to reserves. The highly prospective geological environment could result in extensions to the life of mine plan, potentially from underground mining below the ultimate pit bottom.

CC&V began development of the Cresson ore body in May 1994. Development was completed by December 1994 and production from the Cresson mine commenced in the first quarter of 1995. During 1998, CC&V treated 9.7 million tonnes of ore producing 227,000 ounces of gold at a cash cost of US$183/oz. The development of the East Cresson mine began during the second quarter of 1999.

The ore is treated using a valley heap leach process with gold in solution being recovered on activated carbon followed by a smelting process.

The expected mine life of the CC&V operation is approximately 13 years.

Jerritt Canyon Joint Venture

AngloGold has a 70% ownership interest in, and is the operator and manager of, the Jerritt Canyon Joint Venture (Jerritt Canyon). The remaining 30% is held by Meridian Gold Inc.. The Jerritt Canyon operations are located north west of the town of Elko, Nevada. The joint venture land position (or tenements) covers approximately 360 square kilometres. Ore production is currently drawn from one surface mine, Dash, and two underground mines, Murray and SSX. Murray commenced production in 1994, Dash in 1996, and SSX commenced commercial production in mid-1998. During 1998, 1.5 million tonnes of ore were mined, producing 242,000 ounces of gold at a cash cost of US$176/oz. Dash is expected to cease operations towards the end of 1999.

In 1988, a 4,000 tonnes per day ?dry mill? was commissioned to treat additional carbonaceous refractory ore reserves discovered on the property. The facilities include grinding, whole ore roasting, and carbon-in-leach processes.

The expected mine life of the Jerritt Canyon operations is between 4 and 10 years.

Summary of United States operations

    1996 1997 1998 9 months
ended 30
September
1999
(1)
Tonnes treated Tonnes (m) 12.3 11.6 11.2 8.2
Average grade g/t 1.0 1.2 1.3 1.3
Gold production Oz (000) 392 446 470 356
Cash costs US$/oz 246 204 180 177
Capital expenditure US$ (million) 41.8 46.6 34.6 26.9

(1)   Attributable to AngloGold

1.6 AngloGold?s Brazilian operations
 
Morro Velho

Through its wholly-owned subsidiary, Morro Velho, AngloGold has mining rights over 29,500 hectares in the historic ?Quadrilatero Ferrifero? mining district in the state of Minas Gerais, in south eastern Brazil. The Morro Velho complex is located in Nova Lima near the city of Belo Horizonte.

Since early 1997, restructuring, rationalisation and cost reduction programmes have been carried out at Morro Velho. Ore is currently sourced from the Mina Velha, Espirito Santo and Cuiaba mines. Espirito Santo is an open pit mine, while the other two are underground operations. As Espirito Santo and Mina Velha are due to close in 2000 and 2001 respectively, future production will be sourced from the low cost Cuiaba underground mine and Queiroz processing facility. During 1998, 212,000 ounces of gold were produced from the Morro Velho operations at a cash cost of US$182/oz. Consideration is being given to increasing production from the Cuiaba mine to partially offset the effect of closure of the Mina Velha and Espirito Santo mines.

The expected mine life of the Cuiaba mine is approximately 17 years.

All Morro Velho?s ore production is treated at the Queiroz plant. Facilities include grinding, roasting and carbon-in-leach process operations, designed to treat 630,000 tonnes per annum. In addition to smelting facilities, a gold refinery is in operation.

Serra Grande

AngloGold owns a 50% interest in and manages the Serra Grande joint venture, with TVX Gold Inc. owning the other 50%. Serra Grande controls or has an interest in approximately 15,300 hectares in and around the Crixas mining district in the north western areas of the Goias state, located in the central part of Brazil. The property includes two operating mines. In addition, two orebodies are at an advanced stage of development and two further orebodies are under evaluation.

Under terms of the joint venture agreement, AngloGold has the right to appoint some of the management of the Serra Grande joint venture, and has the right to 50% of the earnings accrued and dividends paid by Serra Grande. During 1998, Serra Grande produced a total of 72,000 attributable ounces of gold from its operations at a cash cost of US$156/oz.

The expected mine life is approximately 12 years.

The Serra Grande process facilities include grinding, leaching, filtration, precipitation and smelting and have a capacity of approximately 600,000 tonnes per annum of ore.

Summary of Brazil?s operations

    1996 1997 1998 9 months
ended 30
September
1999
(1)
Tonnes treated Tonnes (m) 1.5 1.5 1.2 0.9
Average grade g/t 6.0 6.5 7.2 7.2
Gold production Oz (000) 290 296 283 207
Cash costs US$/oz 267 220 179 123
Capital expenditure US$ (million) 345 22.5 16.8 6.8

(1)   Attributable to AngloGold

1.7 AngloGold?s Argentinian operation
 
Cerro Vanguardia

The Cerro Vanguardia operation is located to the north west of Puerto San Julian in the province of Santa Cruz, Argentina. AngloGold and Perez Companc S.A. each have a 46.25% interest in Cerro Vanguardia, while the Santa Cruz Province has a 7.5% interest. The project company owns the right to exploit the deposit for 40 years. The operation, which was constructed at a total cost of US$270 million, was commissioned in the fourth quarter of 1998.

The mine life is currently estimated at 9 years. Production in the first full year of operation (1999) is expected to be 151,000 attributable ounces of gold and 740,000 attributable ounces of silver and the average annual production over the life of the mine is expected to be 187,000 ounces of gold and 1.9 million ounces of silver.

The mine has met the operational requirements for the Senior Lender Technical Completion Tests and the application for the certificate of completion is under review.

Summary of Argentinian operation

    1996 1997 1998 9 months
ended 30
September
1999
(1)
Tonnes treated Tonnes (m) - - - 0.2
Average grade g/t - - - 16.0
Gold production Oz (000) - - - 117
Cash costs US$/oz - - - 132
Capital expenditure US$ (million) - - - 1.6

(1)  
Attributable to AngloGold

1.8 Description of AngloGold?s exploration activities
 
AngloGold recognises that the identification and successful development of new business is an integral part of ensuring its long term future. As such, AngloGold has a focused international exploration programme aimed at finding cost-effective replacement ounces. These replacement ounces will be generated by in-house exploration programmes, exploration joint ventures, the acquisition of late-stage exploration prospects and the outright acquisition of companies or existing operations. Exploration opportunities are focused on those areas which have been identified through AngloGold?s in-house mineralisation models as having the greatest potential. The exploration programme seeks to be both dynamic in its response to new opportunities and flexible in its ability to shift emphasis within and between countries.

Africa

In South Africa, exploration activity has been focused on the Western Ultra Deeps Levels property which is immediately adjacent to, and down-dip from, the West Wits operations. Deep drilling targets were based on structural interpretation of a 3-D seismic survey.

In Mali and Senegal, exploration activity, through a joint venture with IAMGOLD, is centred on the geologically favourable Kenieba/Kendegou region where the Mali-Senegal shear zone is host to the Sadiola deposit.

In addition, AngloGold is exploring 1,000 square kilometres of licence areas in Senegal where several anomalies have been identified.

The exploration programme in Tanzania is primarily aimed at proving up resources at the two most advanced projects, Nyamulilima Hill, south-west of Ashanti?s Geita mine, and Buzwagi in the Kahama district. Drilling programmes have been successful, and a total of 3.5 million ounces of resources have been defined thus far.

In the Democratic Republic of Congo, exploration drilling at Kilomoto in the north-east of the country has delineated a resource of approximately 1.3 million ounces although initial metallurgical test work has identified the ore body as refractory. Further exploration was stopped due to the onset of civil unrest in 1998. In the south west, AngloGold is actively involved in a joint venture with Cluff Mining.

Americas

In North America, since acquiring the Minorco assets, the exploration programmes have focused on Nevada where a major prospectivity analysis is in progress.

In Brazil, AngloGold?s Amapari project, situated in the Amapa State, is nearing pre-feasibility study stage having currently identified 1.2 million ounces of resource.

In Peru, AngloGold has signed a letter of intent with Solitario Resources Corporation to form a joint venture focused on the Sapalache gold property.

In Ecuador, AngloGold has signed an agreement with IAMGOLD to carry out exploration within a 300 km by 100 km project area in the south-west of the country.

Exploration in Argentina, through a joint venture with Perez Companq, has concentrated on the area immediately adjacent to the Cerro Vanguardia mine.

Pacific Basin

AngloGold believes that Australia and the south west Pacific Basin are extremely prospective. To this end an exploration office has been established in Perth.

AngloGold?s forecast expenditure on global exploration is US$40 million for 1999, (US$47 million in 1998), which is likely to increase slightly in 2000 to US$43 million.

1.9 Reserves and resources
 
AngloGold has adopted internationally accepted mineral resource classification standards, which are conceptually based on the Australian Code for Reporting Identified Mineral Resources and Ore Reserves (JORC Code) as well as on the latest draft of the South African Code for Reporting of Mineral Resources and Mineral Reserves, which in turn is based on the JORC Code. This approach has been adopted both for clarity to shareholders and for facilitating ore body management by AngloGold.

This system is a strictly data-based and confidence-based categorisation and estimation procedure. The mineral resource is sub-divided into categories of various levels of confidence in the estimate, ultimately based on both the geo-statistical characteristics of the ore-body and on the proximity, type and amount of geological and sampling data that might have been used to extrapolate values into particular blocks. Different geo-statistical techniques are applied as appropriate and the quality of the estimates is tested by cross-validation and reconciliation.

Definitions of mineral reserves and resources

Appendix A is a glossary of expressions used in this Statement relating to mineral reserves and resources.

Key reserves and resources and operational data for AngloGold

The following two tables below set out key reserves and resources and operational data attributable to AngloGold?s operations (including, unless otherwise stated, its United States and South American operations which were acquired from Minorco with effect from 1 January 1999).

Total mineral reserves as at 31 December 1998 (proved and probable)
    Tonnes
millions
Grade
g/t
Contained
gold
tonnes
Contained
gold million
oz
South African operations 1998 204.8 17.0 3,488.5 112.1
  1997 211.0 17.1 3,603.2 116.0
Other African operations² 1998 15.3 3.1 46.8 1.5
  1997 17.7 3.1 54.9 1.8
American operations² 1998 140.8 2.1 292.5 9.4
  1997 - - - -
Ergo 1998 206.2 0.4 79.8 2.6
  1997 256.1 0.4 99.7 3.2
Total 1998 567.1 6.9 3,907.6 125.6
  1997* 484.8 7.8 3,757.8 121.0
²Reserves attributable to AngloGold
*Excludes American operations

Total mineral resources as at 31 December 1998 (measured and indicated)
    Tonnes
millions
Grade
g/t
Contained
gold
tonnes
Contained
gold million
oz
South African operations 1998 356.8 12.6 4,478.7 144.1
  1997 398.1 12.7 4,924.9 158.1
Other African operations² 1998 39.2 2.5 92.3 2.9
  1997 40.1 2.4 95.2 3.0
American operations² 1998 282.3 2.4 670.8 21.7
  1997 - - - -
Ergo 1998 395.6 0.3 135.4 4.4
  1997 44.1 0.3 151.5 4.9
Total 1998 1,073.9 5.0 5,377.2 173.1
  1997* 870.3 5.9 5,171.6 166.0
²Reserves attributable to AngloGold
*Excludes American operations

1.10 AngloGold breakdown of reserves and resources associated with operations
 
Total mineral reserves (proved and probable) as at 31 December 1998

Mining Tonnes
millions
Grade
g/t
Contained
gold
tonnes
Contained
gold
million oz
Great Noligwa 23.7 21.1 499.8 16.0
Kopanang 14.9 21.2 313.9 10.1
Tau Lekoa 13.3 9.9 132.0 4.3
Moab Khotsong 13.1 26.3 346.2 11.1
Bambanani 14.4 16.1 232.1 7.5
Tshepong 12.7 15.4 195.0 6.2
Matjhabeng 4.8 18.4 89.7 2.9
Joel 19.7 8.7 170.6 5.5
Tau Tona 13.6 29.8 405.0 13.0
Savuka 13.4 15.1 201.8 6.5
Mponeng 26.7 17.6 471.1 15.1
Elandsrand 24.6 11.6 285.9 9.2
Deelkraal 9.9 14.7 145.4 4.7
Ergo 206.2 0.4 79.8 2.6
Sadiola (38%)* 11.8 3.4 40.4 1.3
Navachab (70%)* 3.5 1.8 6.4 0.2
CC&V (66.7%)* 122.8 1.2 143.1 4.6
Jerritt Canyon (70%)* 2.2 11.4 25.0 0.8
Morro Velho 9.2 7.5 68.8 2.2
Serra Grande (50%)* 2.4 6.3 15.2 0.5
Cerro Vanguardia (46.25%)* 4.2 9.6 40.4 1.3
Total 567.1 6.9 3,907.6 125.6

*Reserves attributable to AngloGold

Total mineral resources (measured and indicated) as at 31 December 1998 Includes proved and probable mineral reserves

Mining Tonnes
millions
Grade
g/t
Contained
gold
tonnes
Contained
gold
million oz
Great Noligwa 26.7 19.8 528.2 16.9
Kopanang 23.4 17.2 402.7 13.0
Tau Lekoa 32.0 6.8 217.9 7.0
Moab Khotsong 14.1 25.2 355.5 11.4
Bambanani 25.8 11.9 308.2 9.9
Tshepong 26.1 12.4 323.4 10.4
Matjhabeng 11.3 12.1 136.0 4.3
Joel 25.4 7.3 186.2 6.0
Tau Tona 19.1 22.9 439.5 14.2
Savuka 24.2 11.5 280.9 9.1
Mponeng 63.3 11.1 700.3 22.5
Elandsrand 46.1 8.4 387.8 12.5
Deelkraal 19.1 11.1 212.1 6.9
Ergo 395.6 0.3 135.4 4.4
Sadiola (38%)* 16.0 3.1 49.9 1.6
Navachab (70%)* 23.2 1.9 42.4 1.3
CC&V (66.7%)* 228.5 1.0 236.4 7.6
Jerritt Canyon (70%)* 11.9 8.5 101.2 3.3
Morro Velho 32.2 7.7 248.2 8.0
Serra Grande (50%)* 3.6 8.4 30.2 1.0
Cerro Vanguardia (46.25%)* 6.1 9.0 54.8 1.8
Total 1,073.9 5.0 5,377.2 173.1

*Resources attributable to AngloGold

1.11 Gold production
 
Operational information as at 30 September 1999 ¹

(All operations)   Year ended
31 December 1998
9 months ended
30 September 1999
Tonnes treated Tonnes (m) 95.1 68.1
Average grade g/t 2.3 2.4
Gold production oz (000) 7,355 5,224
Cash costs ² US$/oz 221 209
Capital expenditure US$ million 152.1 145.0

Summary of operations for year ended 31 December 1998 ¹

  Tonnes
treated
millions
Average grade
g/t
Gold
production
oz (000)
Cash costs (2)
US$/oz
Capital
expenditure
US$ million
South African
operations
29.1 6.4 5,974 230 95.0
Other African
operations
2.9 2.5 234 133 2.4
American
operations
12.4 1.9 753 179 51.4
Ergo 50.7 0.2 394 230 3.3
TOTAL 95.1 2.3 7,355 221 152.1

Summary of operations for nine months ended 30 September 1999 ¹
  Tonnes
treated
millions
Average
grade
g/t
Gold
production
oz (000)
Cash costs ² US$/oz Capital
expenditure
US$ million
South African operations 21.7 5.9 4,102 219 103.1
Other African operations 2.3 2.6 192 129 1.8
American operations 9.3 2.3 680 155 39.6
Ergo 34.8 0.2 250 253 0.5
TOTAL 68.1 2.4 5,224 209 145.0

Summary per operation type for nine months ended 30 September 1999 ¹
  Tonnes treated
millions
Average grade
g/t
Gold
production
oz (000)
Underground operations 16.4 8.1 4,277
Surface and Dump operations 41.2 0.3 387
Open Pit operations 10.5 1.7 560
TOTAL 68.1 2.4 5,224

¹  Attributable to AngloGold
²  Restated for by-product revenue

1.12 Financial information
 
This section contains historical financial information for the AngloGold economic entity for the two years ended 31 December 1997 and 31 December 1998 and the nine month period ended 30 September 1999. The historical financial information contained in this section is prepared in accordance with the presentation formats required by International Accounting Standards (IAS).

The Schemes of Arrangement whereby the seven listed South African gold mining companies, now forming the AngloGold economic entity, became wholly owned subsidiaries of AngloGold were sanctioned by the High Court of South Africa (Witwatersrand Local Division) on 23 June 1998. With all the conditions precedent having been fulfilled, the schemes became operative on 29 June 1998 and the listings of all the participating companies were terminated on the various stock exchanges. The effective date for the implementation of the scheme agreements was 1 January 1998 and the results of operations for the year ended 31 December 1998 were consolidated from that date onwards.

The pro forma consolidated balance sheet at 31 December 1997 and income statement for the period then ended brings to account the consolidation of the AngloGold economic entity on the basis that the overall transaction was effective from 1 January 1997.

Although the accounting records of the AngloGold economic entity are kept in South African Rand (Rand or SAR) and the financial statements have been prepared in that functional currency, to assist international investors, a translation of convenience into the currency of the United States of America is provided (US$ or US Dollar). (For the avoidance of doubt, in this Statement Australian dollars are referred to as A$ or Australian Dollars.) These translations are based on average rates of exchange for income statement items and those ruling at the year end for balance sheet items, except for share capital which was translated at the rate applicable on the date of issue and dividend and taxation payments at the applicable rate on the date of actual payment. The cashflow statements have been translated at the average rates.

A summary of the accounting policies of the AngloGold economic entity form Appendix B to this Statement. In addition, Ernst & Young has prepared a report in relation to the historical and forecast financial information and the pro-forma consolidated balance sheet. That report forms Appendix C to this Statement.

1.12(a) Consolidated balance sheets

US Dollar millions Rand millions

Interim Actual Pro forma   Pro forma Actual Interim
30 Sep
1999
Unaudited
31 Dec
1998
Audited
31 Dec
1997
Audited
  31 Dec
1997
Audited
31 Dec
1998
Audited
30 Sep
1999
Unaudited

      ASSETS
Non current assets
     
2,459 1,865 2,308 Mining assets 11,241 10,971 14,768
138 - - Goodwill - - 830
11 153 113 Investments 551 902 66
59 143 130 Long term loans -unsecured 632 839 357

2,667 2,161 2,551 Total non-current assets 12,424 12,712 16,021
      Current assets      
167 115 197 Inventories 959 679 1,005
191 148 126 Trade and other receivables 612 867 1,149
21 - - Loans advanced - - 127
471 224 239 Cash and cash equivalents 1,165 1,318 2,828

850 487 562 Total current assets 2,736 2,864 5,109

3,517 2,648 3,113 Total assets 15,160 15,576 21,130

      EQUITY AND LIABILITIES      
      Capital and reserves      
879 895 1,098 Share capital and premium 5,352 5,268 5,280
26 25 - Non-distributable reserves - 147 156
450 239 249 Retained profits 1,209 1,404 2,705

1,355 1,159 1,347 Shareholders equity 6,561 6,819 8,141
26 - - Minority interests - 1 158

1,381 1,159 1,347   6,561 6,820 8,299
      Non-current liabilities      
704 121 142 Borrowings 692 715 4,233
16 16 - Debentures - 92 95
290 193 242 Other long term liabilities 1,179 1,133 1,743
668 733 926 Deferred taxation 4,508 4,312 4,010

1,678 1,063 1,310 Total non-current
liabilities
6,379 6,252 10,081
      Current liabilities      
281 231 294 Trade and other payables 1,433 1,361 1,688
108 1 1 Borrowings 4 4 648
69 61 21 Taxation 101 356 414
- 133 140 Dividends 682 783 -

458 426 456 Total current liabilities 2,220 2,504 2,750

3,517 2,648 3,113 Total equity and liabilities 15,160 15,576 21,130


1.12(b) Consolidated income statement

Consolidated earnings for the AngloGold economic entity for the years ended 31 December 1997, 31 December 1998 and the nine months ended 30 September 1999 are set out below:

US Dollar millions Rand millions

Actual Actual Pro forma   Pro forma Actual Actual
9 months
ended
30 Sep
1999
Unaudited
Year ended
31 Dec
1998
Audited
Year ended
31 Dec
1997
Audited
  Year ended
31 Dec
1997
Audited
Year ended
31 Dec
1998
Audited
9 months
ended
30 Sep
1999
Unaudited

1,656 2,236 2,649 Revenue 12,175 12,283 10,109
1,260 1,802 2,514 Cost of sales 11,566 9,869 7,692

396 434 135 Operating profit 609 2,414 2,417
36 42 80 Corporate
administration and
other expenses
375 228 224
28 37 - Exploration costs - 204 173

332 355 55 Profit from
operations
234 1,982 2,020
(35) (17) (7) Interest paid (34) (94) (215)
47 45 65 Interest receivable 304 246 285
7 68 48 Income from
associates
223 364 43
- 2 8 Income from other
investments
41 13 2
- (9) 12 Profit/(loss) on
sale of mining
assets
56 (107) -

351 444 181 Profit on
ordinary
activities before
taxation
824 2,404 2,135

92 126 (14) Mining and
normal taxation
(66) 693 560
      Deferred taxation:      
5 - 16 current 75 - 31
(75) - - rate change - - (460)

329 318 179 Profit on
ordinary
activities after
taxation
815 1,711 2,004

89 - - Profit on sale of - - 543
(67) - - associate
Goodwill written
off
- - (407)
(3) - - Minority interest - - (18)

348 318 179 Profit
attributable to
ordinary
shareholders
815 1,711 2,122

1.12(c) Consolidated statement of cash flows

The consolidated cash flows for the AngloGold economic entity for the years ended 31 December 1997, 31 December 1998 and the nine months ended 30 September 1999 are set out below:


equivalents at end of
period

1.13 AngloGold?s prospects for the year ending 31 December 1999
  Disclaimer as to forecast information

Certain statements contained in this Statement, including without limitation, those concerning:

  • the economic outlook for the gold mining industry;

  • expectations regarding gold prices and production;

  • the completion and commencement of commercial operations of certain of AngloGold?s exploration and production project; and

  • AngloGold?s liquidity and capital resources and expenditure;

contain certain forward-looking statements concerning AngloGold?s operations, economic performance and financial condition. Although AngloGold believes that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to be correct. Accordingly, results could differ materially from those set out in the forward-looking statements as a result of, among other factors:

  • changes in economic and market conditions;
  • success of business and operating initiatives;
  • changes in the regulatory environment and other government actions;
  • fluctuations in gold prices and exchange rates; and
  • business and operational risk management.

The board of AngloGold has determined that it is not in a position to provide meaningful and reliable forecast financial information beyond 31 December 1999.

The board considers that inclusion of such a forecast would be unduly speculative and potentially misleading for Acacia shareholders. This is particularly so in view of the current instability of the gold price, and the effect that instability may have on AngloGold?s future earnings performance.

In making this determination, the board has taken into account the facts that:

  • AngloGold shares have been listed on securities exchanges around the world for some time and that international practice is not to give forecasts where there is uncertainty of outcome; and in addition

  • the acquisition of Acacia will not have a material impact on AngloGold?s earnings.

Summary of assumptions underlying the forecasts

The tables below set out forecast earnings and cash flow information for AngloGold for the year ending 31 December 1999. This forecast excludes Acacia and details of the impact of the proposed transaction on AngloGold, together with information on the combined entity, are set out in section 2 of this Statement. The following assumptions have been made in arriving at this forecast:

  • Average received gold price
  • US$314 per ounce
  • Production
  • 7 million ounces for the year
  • Rand/US Dollar exchange rate
  • 6.09
  • Unit cash costs
  • US$209 per ounce
  • Unit total production costs
  • US$238 per ounce

In addition to the assumptions made about key parameters, the forecast assumes that there will be no material adverse change to taxation and other regulatory regimes in any of the countries in which AngloGold operates. It also assumes that there will be no material adverse affect on AngloGold as a result of any unforeseen, significant changes in economic or operational circumstances (such as litigation, employee strike action, seismic events, etc.) before the end of the forecast period.

Given that there are only 2 months remaining to year-end, AngloGold is confident of achieving the forecast.

A sensitivity analysis has not been prepared as AngloGold, through its managed hedging programme, is assured of an average received price of US$314 for the year ending 31 December 1999.

1.14 AngloGold's outlook
  In 2000, AngloGold expects to further reduce its unit cash costs through improved productivity and cost management. AngloGold will continue to target an acceptable return on capital in real terms. Assuming there are no further acquisitions or disposals, gold production is expected to be maintained at current levels in 2000.

AngloGold's present mining operations are forecast to continue producing gold at approximately the current rate, but at lower cash costs, for the next two to three years, and then to slowly decline over the following twenty five years, assuming no further productive resources are discovered or acquired. Approximately two thirds of AngloGold's current production comes from operations with a life of more than ten years. Nevertheless, AngloGold has outlined a two-part strategy to ensure growth of both earnings and market share going forward.

The first element focuses on growing value. In the eighteen months since its formation, AngloGold has demonstrated a track record in enhancing shareholder wealth, including a consistent growth in earnings and dividends per share, and double digit returns on equity, despite low gold prices. AngloGold focuses shareholders? capital on value-creating activities, while at the same time seeking to reduce exposure to risks that dilute shareholder returns. It is AngloGold's intention to continue with this focus going forward.

This will involve:
  • driving down operating costs, primarily through work redesign, worker education and the development of appropriate mining technology;

  • expanding AngloGold's market share by seeking new profitable reserves wherever they may be; and

  • diversifying the production base to achieve a better spread of country and ore body risk.

Secondly, AngloGold has begun a unique market development programme aimed at increasing certainty in the official sector of the gold market, the deregulation of the gold market in key economies, and innovative marketing of the product. In the first of these three areas, constructive engagement between the central banks and AngloGold, both by itself and in collaboration with other producers and the World Gold Council, has yielded positive results. Continuing dialogue with banks and government agencies in Asian countries with heavily regulated gold markets could lead to a liberalising of the markets, with good consequences for demand for gold in those economies. In the area of market development for gold, AngloGold, both alone and in strategic alliances with partners, has begun promoting gold in diverse forms. It is likely that this strategy, too, will result in increased demand.

In all three of these areas, increased market share in world production will enhance the ability of AngloGold?s world-wide marketing efforts to impact the health of the gold market.

Additionally, AngloGold?s characteristics of growth and income, and its standing as the world?s largest gold producer, enhance AngloGold?s appeal to growth, value, and income investors alike and will give Acacia shareholders a broad exposure to capital markets, beyond gold funds and the impact of gold market sentiment on the share price.

1.15 Information about AngloGold shares
 
Stock market trading

The consideration to be offered in exchange for shares in Acacia consists of fully paid ordinary shares of SA50 cents each in AngloGold (AngloGold shares).

Shares of the same class are traded on the JSE and LSE and the Paris and Brussels Bourses. AngloGold has registered American Depositary Receipts (ADRs) on the NYSE. Each ADR represents one-half of an AngloGold share. A listing is also being sought on the ASX.

AngloGold will request the Securities and Exchange Commission in the United States to grant effectiveness to a registration statement relating to the possible reoffer or resale in the United States of the AngloGold shares issued under the takeover scheme. An announcement will be made to the ASX when this has been granted. Shareholders may trade their AngloGold shares in the United States once the effectiveness has been granted.

The stock exchange on which there has been the greatest number of recorded dealings in AngloGold shares in the three months before the date that this Statement was served on Acacia is the JSE, followed by the NYSE.

The following information relates to trading on these two stock exchanges. Australian Dollar equivalents are based on the US$/A$ exchange rate applicable on that day and are included for indicative purposes only.

Rights of AngloGold shares

The rights attaching to the AngloGold shares are governed by the articles of association of AngloGold, a copy of which may be inspected at the registered office of AngloGold at 11 Diagonal Street, Johannesburg or at the offices of Computershare Registry Services Pty Limited, Level 12, 565 Bourke Street, Melbourne.

Set out below is a summary of the principal rights attaching to the AngloGold shares offered as consideration. Further details are also set out in section 3.15 of this Statement.

(i) Each share confers the right to vote at all general meetings. On a show of hands, each shareholder present in person or, in the case of a body corporate, represented, has one vote. If a poll is held, shareholders present or any duly appointed proxy will have one vote for each share held.
(ii) The shares will participate fully in all dividends, other distributions and entitlements declared by AngloGold in respect of fully paid ordinary shares. Dividends paid to registered holders of AngloGold CUFS will be paid in Australian dollars (see section 3.11 of this Statement).
(iii) Generally, fully paid ordinary shares in AngloGold are freely transferable.
(iv) If AngloGold is wound up, whether voluntarily or otherwise, and after distribution of assets to repay paid-up capital there remain assets available for distribution to shareholders, the surplus will be distributed to shareholders in proportion to the amount paid up on the respective numbers of shares they hold.

(The summary set out above should be read in conjunction with and subject to the comments in section 3.11 of this Statement concerning the rights of CUFS holders.)

1.16 Dividend policy
  It is AngloGold?s policy to pay the majority of free cash flow to shareholders as dividends, after providing for the long term growth of the company. AngloGold pays dividends semi-annually. In the eighteen months of its existence, AngloGold has paid three dividends. Prior to their consolidation into AngloGold, the South African subsidiary companies regularly paid semi-annual dividends.

1.17 Commodity and interest rate risk management
 
AngloGold enters in gold and foreign exchange hedges in order to bring a degree of price certainty and stability to the company?s sales revenues and profitability.

Interest rate hedges and gold hedges are used to manage AngloGold?s exposure to interest rate changes and price changes on AngloGold?s US Dollar and gold denominated debt.

Surplus cash is managed in order to maximise the return on a limited risk basis.

Hedge policy

The Board approved hedge policy allows for the hedging of up to 50% by volume of the following five years of planned production. The hedges may have maturity dates of up to 10 years. For the South African operations hedges may be denominated in Rand or US Dollars while hedges for all other operations are denominated in US Dollars.

The executive committee has the discretion to determine the proportion of the hedge denominated in Rand and may vary the total hedge within 10% of the approved policy. The board review the hedge position and hedge policy at least quarterly.

The commodity hedge comprises primarily of fixed priced forward sales while a portion of the hedge may be made up of floating forwards and derivatives at the discretion of the executive. Only instruments and structures approved by AngloGold?s treasury committee may be utilised in the hedge. AngloGold does not acquire, hold or issue derivative instruments for trading purposes.

The executive committee has the discretion to determine the split of fixed and floating interest rates on AngloGold?s debt. The exposure to the price movement on the gold denominated debt is managed in conjunction with the gold hedging.

Treasury policy

The board has approved a treasury policy governing the framework in which the commodity, currency, interest rate and cash management may be carried out.

The policy sets specific position limits at the dealer, treasury, executive member and executive committee level.

In terms of the policy the treasury committee must:
  • approve all instruments and structures used in hedging;

  • approve the accounting treatment for all instruments;

  • recommend to the board for approval, all hedge counterparts and recommend exposure limits for all counterparts.

The policy sets down the minimum deal reporting and authorisation periods from daily for the treasurer to quarterly for the board. All hedge deals must be recorded in the treasury system, marked to market and included in reports for review and authorisation within the specified periods.

Controls

The treasury committee has an independent middle office function, which monitors and reports on all treasury activity and monitors the accuracy and completeness of reports and compliance with the hedge and treasury policies. In addition AngloGold?s internal and external auditors, on a continuous basis check the control environment and ensure the adequacy thereof and adherence to the hedge and treasury policy and regulatory environment.

Credit risk

Business is only conducted with treasury committee approved counterparts and within the approved limits. In addition business is spread over a wide number of counterparts to ensure no concentration of risk occurs. AngloGold generally does not obtain collateral or other security to support financial transactions.

AngloGold has sufficient credit lines in place to support any hedging transactions in terms of its current approved hedge policy. The credit lines currently in place with various counterparts are limited in some instances by limits on value or ounces, and a number of the credit lines are margined.

Hedge position

AngloGold?s open hedge position at the end of the third quarter is summarised below. AngloGold believes that it was a correct decision to remain out of the market during much of this past quarter, as it was felt that the price had been unduly depressed by unjustified negative sentiment towards gold. AngloGold has removed all exposure to gold lending rates through to early 2000. Thereafter, AngloGold has only limited exposure to gold lending rates, and the overwhelming majority of the forward positions are based on the fixed forward prices. This has contributed substantially to the stability of AngloGold?s hedge position during the current volatile gold prices.

As at 30 September 1999, AngloGold had outstanding the following net forward pricing commitments against future production. A portion of these sales consists of US dollar-priced contracts which have been converted to Rand prices at average annual forward Rand values based on a spot Rand/US Dollar exchange rate of SAR6.00 = US$1.00 available on 30 September 1999. The percentage of the sales priced in US Dollars is shown below:

The aggregate of US dollar-priced contracts over the full duration of the hedge is 59%.

The net present value of all hedge transactions making up the hedge position in the above table was SAR624 million (US$104 million) as at 30 September 1999. The value was based on a gold price of US$301 per ounce, an exchange rate of SAR6.00 = US$1.00 and the prevailing market interest rates and volatilities at the time.

As at 27 October 1999, the net present value of the hedge book was SAR840 million (US$140 million), based on a gold price of US$292.10 per ounce, an exchange rate of SAR6.15=US$1.00 and the prevailing market interest rates and volatilities at the time.

1.18 Safety, health and environment
  Safety and health

AngloGold recognises that excellence in the management of safety and health is an integral part of its business. An executive officer is dedicated to the overall management of safety, health and environmental affairs, reporting to the chief executive officer and also to a sub-committee of the board, which is under the chairmanship of a non-executive director.

AngloGold has adopted a Safety and Health Policy which states that it will endeavour to:
  • provide a working environment that is conducive to safety and health;

  • place the management of occupational safety and health as a prime responsibility of line management from the executive through to the first line supervisory level;

  • obtain employee involvement and consult with employees or their representatives to gain commitment in the implementation of the policy;

  • provide all necessary resources to enable compliance with the policy;

  • comply with all relevant laws, regulations and standards. In the absence of appropriate legislation, standards reflecting best practice will be adopted;

  • adopt a zero tolerance approach to the implementation of standards and procedures;

  • implement safety and health management systems based on internationally recognised standards and assess the effectiveness of these through periodic audit;

  • conduct the necessary risk assessments to minimise and control occupational hazards;

  • promote initiatives to continuously reduce the safety and health risks associated with the business activities;

  • set safety and health objectives based on a comprehensive strategic plan and measure performance against the plan;

  • monitor the effects of AngloGold?s operational activities on the safety and health of employees and others and conduct regular performance reviews;

  • provide the necessary personal protective equipment;

  • establish and maintain a system of medical surveillance for all employees;

  • communicate openly on safety and health issues with employees and other stakeholders;

  • ensure that employees at all levels receive appropriate training and are competent to carry out their duties and responsibilities;

  • require all contractors to comply with the policy; and

  • seek to influence joint partners to apply the policy and promote it in other ventures.

Environment

AngloGold recognises that the long term sustainability of its business is dependent on good stewardship in the protection of the environment and efficient management in the exploration and extraction of mineral resources.

AngloGold has adopted an Environmental Policy which states that it will endeavour to:

  • as a minimum, comply with all applicable laws, regulations and requirements;

  • conduct its activities so that consideration is given to economic, social and environmental values;

  • establish and maintain management systems to identify, monitor and control environmental aspects of its activities;

  • assure that financial resources are available to meet its reclamation and environmental obligations;

  • ensure that its employees and contractors are aware of its Environmental Policy and their relevant responsibilities;

  • conduct environmental audits to evaluate the effectiveness of its management systems;

  • communicate and consult with interested and affected parties on environmental aspects of its activities;

  • work to continually improve its environmental performance; and

  • participate, through a managed public affairs process, in debate on environmental matters at local, national and global levels.

1.19 AngloGold?s capital structure
 
Authorised and issued share capital

The authorised and issued share capital of AngloGold as at 25 October 1999 is set out below:

Authorised
200,000,000 ordinary shares of SA50 cents each;
2,000,000 A redeemable preference shares of SA50 cents each;
5,000,000 B redeemable preference shares of SA1 cent each.
Issued
97,949,499 ordinary shares of SA50 cents each;
2,000,000 A redeemable preference shares of SA50 cents each;
778,896 B redeemable preference shares of SA1 cent each.

All AngloGold?s issued shares are fully paid. The A and B redeemable preference shares are all owned by a wholly owned subsidiary of AngloGold.

AngloGold has 639,700 options and 418,500 convertible debentures outstanding under the AngloGold Share Incentive Scheme. Each option and debenture entitles the holder to an allotment of a new share on exercise or conversion. Further details concerning the Scheme are set out in section 1.21 of this Statement.

Alterations to AngloGold?s capital structure

Full particulars of all alterations in the capital structure of AngloGold from 25 October 1994 to 29 June 1998 (being the date of the Schemes of Arrangement which formed AngloGold in its present form) will be, during the Offer Period provided free of charge to any shareholder in Acacia upon request. Full particulars of all alterations in the capital structure of AngloGold since 29 June 1998 are as follows:

  • on 29 June 1998 19,670,314 ordinary shares (at a price of SAR195 per share, including a premium of SAR194.50 per share) and 51,312,260 ordinary shares (at a price of SAR95.00 per share, including a premium of SAR94.50 per share) were issued to AAC (and associated entities) in respect of the cession of service agreements, gold mineral rights and share interests, and to the former shareholders of six previously listed companies, under the Schemes of Arrangement entered into in respect of the formation of AngloGold;

  • on 13 July 1998 7,212,283 ordinary shares were issued (at a price of SAR85.00 per share, including a premium of SAR84.50 per share) to the former shareholders of Eastvaal Gold Holdings Limited (Eastvaal), under the Scheme of Arrangement entered into in respect of the formation of AngloGold; and

  • during the period 29 September 1998 to 25 October 1999 110,100 ordinary shares were issued under the AngloGold Share Incentive Scheme. 102,600 ordinary shares were issued to employees who exercised their options (at a price of SAR207.50 per share, including a premium of SAR207.50 per share). 7,500 ordinary shares were issued to employees who had converted their debentures (at a price of SAR216 and SAR259.40 per share, including a premium of SAR215.50 and SAR258.90 per share, respectively).

There have been no alterations in the capital structure of any subsidiary of AngloGold during the period of 5 years immediately preceding the date on which this Statement was lodged with the ASIC for registration.

1.20 Relationship with Anglo American plc
  AA plc holds approximately 53.8% of the issued shares in AngloGold. There are no other significant shareholders in AngloGold.

AA plc, created from the combination of AAC and Minorco, is one of the world?s largest mining and natural resource companies. In a number of the operations of its subsidiaries and associates, it is a world leader both in terms of market share and low costs of production. Its operations and projects are geographically diverse, with principal operations in South Africa, other countries in southern Africa (principally Botswana, Namibia and Zimbabwe), Brazil, Chile, Argentina, Columbia, North America, the United Kingdom, Austria, and Germany, with its headquarters in London.

The business sectors in which AA plc and its subsidiaries and associate are active are: gold, platinum, diamonds, coal, base metals, industrial minerals, ferrous metals, forest products, industries and financial services. AngloGold was established as the vehicle through which the then AAC would invest in exploration and mining of gold worldwide. Accordingly, AngloGold is an important strategic investment of AA plc which has indicated that it will take steps to retain AngloGold as a subsidiary by maintaining its holding above 50%. (As a result of this transaction, AA plc will need to acquire approximately one and a quarter million shares in AngloGold to maintain AngloGold?s status as a subsidiary).

AngloGold operates as a company independent of AA plc. In this regard:
  • AngloGold has a fully dedicated and entirely independent management including its chief executive officer, Bobby Godsell. Management is remunerated by AngloGold and incentivised by an AngloGold share incentive scheme;

  • the majority of AngloGold?s board of directors are non-executive directors and the majority of directors are fully independent of AA plc;

  • AngloGold has the management, financial capacity and resources to carry out all aspects of its ongoing business activities;

  • where appropriate AngloGold purchases selected specialised technical services from AA plc on normal commercial terms. Any such contracts are subject to review by the audit committee; and

  • AngloGold has no service agreements or other contracts in terms of which any turnover or profit related fees are payable to AA plc.

1.21 Employee relations
 


General policy

AngloGold has successfully negotiated two multi-year wage arrangements with representative labour unions in the industry. In addition, the annual wage increments have been linked to productivity improvements, with the aim of achieving neutrality in unit costs as a result of the wage increases. These have had an additional effect of promoting labour stability.

As with its corporate restructuring in 1998, AngloGold has gone through a period of dramatic workplace restructuring and downsizing, specifically in the South African operations where AngloGold has sought to modernise entrenched mining practices and develop a better skilled and better rewarded workforce.

Predominantly through the sale and closure of marginal mines, AngloGold has reduced its workforce by more than one third over the last eighteen months. At the same time, AngloGold has brokered new wage and workplace agreements with organised labour in a manner that has pioneered workplace change and productivity improvement in the mining industry in South Africa. This restructuring has been effected without any lost time through industrial action. In addition, the restructuring and sale of several AngloGold operations has resulted in successful black economic empowerment initiatives.

Within South Africa, AngloGold is engaged in a five-year programme aimed at modernising the organisation. The main features of this initiative include a significant upgrading of basic adult education and training to eradicate illiteracy and improve levels of numeracy. Appropriate education standards for operators and supervisors have been targeted. While much of this education takes place on a part-time basis, with incentives for acquiring qualifications, key production personnel and supervisors are released to attend courses on a full-time basis. Expenditure on this programme for 1999 has been budgeted at US$8.5 million.

AngloGold?s ongoing efforts to improve employee relations include the development of flatter, more efficient organisation structures. These initiatives vary in their application and outcome, depending on the business unit. In the Vaal River operations, Tau Lekoa mine is the pilot site for the introduction of an operational plan that departs from South African mining tradition, relying as it does on self-directed production teams with management taking on a support, coaching and safety promotion role. Consultation with and participation from organised labour in these initiatives is critical to their successful outcome. To support this strategy, particular effort is being applied to production team training, with a focus on team building, and understanding the business consequences of good team efficiencies.

Production and productivity indexed pay systems are an integral part of all programmes to ensure support for work redesign and education.

In the context of downsizing, AngloGold supported the development by the National Union of Mineworkers of an agency which aims to equip retrenched workers with entrepreneurial skills and new job opportunities. AngloGold has also made breakthroughs with organised labour in the area of health and safety, including the deployment of full-time safety stewards in its operations.

Together with workplace innovation in the South African operations, AngloGold has acquired assets elsewhere in Africa and in the Americas, where work practices, the role of organised labour, and employee relations more generally are very different. AngloGold is currently experiencing the benefits to be derived from integrating best employee and workplace practice throughout its operations.

Share Incentive Scheme

At the general meeting held on 4 June 1998, shareholders approved the introduction of the AngloGold Limited Share Incentive Scheme (Scheme) for the purpose of providing an incentive to employees and salaried directors of AngloGold 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 AngloGold. Employees participate in the Scheme to the extent that they are granted options or take up automatically convertible unsecured debentures (Debentures).

The maximum number of ordinary shares which have been made available for the purposes of the scheme is 2,693,611, equivalent to 2.75% of the issued ordinary shares. The maximum aggregate number of shares which may be acquired by any one participant in the Scheme is 150,000.

The subscription price of Debentures may be financed by employees incurring a loan from the AngloGold Limited Employees' Share and Debenture Trust. As security for the loan, the employees pledge the Debentures issued to them to the Trust. The interest on the Debentures is payable annually at the official interest rate per the Seventh Schedule of the Income Tax Act of South Africa which approximates market rates.

Since the implementation of the Scheme to 25 October 1999, a total of 639,700 options had been issued but not yet exercised at prices varying between SAR208 and SAR256. A total of 102,600 ordinary shares of 50 cents each have been issued to employees who exercised their options. As at 25 October 1999, participants in the Scheme have taken up but not yet converted a total of 418,500 fully paid Debentures at prices varying between SAR216 and SAR285 per Debenture. A total of 7,500 Debentures have been converted to ordinary shares under the Scheme rules.

As at 25 October 1999, the unallocated balance of shares subject to the Scheme amounted to 1,635,411.

The options granted may be exercised and the Debentures accepted may be converted as follows:

All options, however, which have not been exercised within ten years from the date on which they were granted will automatically lapse. Debentures, ceded as security for the loan to the employee, which have not been converted within a similar period of acceptance will be redeemed by AngloGold and the cash generated will be used by the Trustees to repay the loan to AngloGold.

1.22 Current or potential litigation
 
AngloGold is not involved in any litigation which is of such nature and extent that it will have a material impact on its performance. Furthermore, AngloGold is also not aware whether any such litigation is being contemplated or that any circumstances likely to give rise to such litigation currently exist. The term ?material impact? is used in the sense that the outcome of any litigation is likely to affect more than 5% of AngloGold?s after tax profits if such litigation is decided against AngloGold.




Go back to the table of contents



[ top ]