Dear Shareholder
1 OFFER
AngloGold Investments Australia Pty Ltd ACN 090 112 459 (AngloGold Investments
Australia), a wholly owned subsidiary of Anglogold Limited, a company incorporated in
the Republic of South Africa, registration number 05/17354/06 (AngloGold) hereby offers
to acquire all the fully paid ordinary shares (Acacia Shares) in the capital of Acacia
Resources Limited ACN 008 737 424 (Acacia) which are registered in your name at
7:00pm Melbourne time on the date of this Offer.
The consideration offered is 3.5 ordinary shares in AngloGold for every 100 Acacia
Shares.
This Offer is unconditional.
If you become entitled to a fraction of an AngloGold share you will receive the next lowest
whole number of AngloGold shares to which you are entitled plus a cash amount equal to
the value of the fraction. To determine the value of the fraction of an AngloGold share,
AngloGold Investments Australia will use the last sale price of AngloGold shares on the
Johannesburg Stock Exchange on the day before your acceptance is received and convert
that sum into Australian dollars using the average of the buy and sell rates for South African
Rand quoted in the Australian Financial Review on the day your acceptance is received.
If at the time of acceptance you are a citizen, national or resident of or your address (as
recorded in the register of members of Acacia) is in the United States of America or any of
its respective territories or possessions, or in Japan or Canada or if you would become
entitled to 5 or less AngloGold shares, instead of receiving the AngloGold shares, you will
receive a cash amount in accordance with clause 8.4.
This Offer extends to all Acacia Shares which may be issued after the date of this Offer
pursuant to the exercise of options granted under the employee share option plan of Acacia
(Acacia share option plan).
AngloGold Investments Australia will be entitled to all dividends and other distributions
and entitlements declared, paid or made by Acacia or which arise or accrue after the date of
the Part A Statement relating to this Offer (the Part A Statement) in respect of the Acacia
Shares which AngloGold Investments Australia acquires pursuant to this Offer.
If for any reason whatsoever AngloGold Investments Australia does not receive any such
dividends or other distributions or entitlements, AngloGold Investments Australia will be
entitled to reduce the amount of the consideration to which you would otherwise be entitled
in accordance with this Offer by the amount or value (as reasonably assessed by AngloGold
Investments Australia) of the dividend or other distribution or entitlement. This may include
reducing the number of AngloGold shares to which you may otherwise be entitled.
2 Entitlement of AngloGold Investments Australia
The total number of Acacia Shares on issue at the date of this Offer is 253,072,077.
The total number of Acacia options on issue at the date of this Offer is 8,100,000.
Immediately before this Offer was sent, AngloGold Investments Australia was entitled to
165,000 Acacia Shares and no Acacia options.
The total number of Acacia Shares if all options granted under the Acacia share option plan
on issue at the date of this Offer were exercised would be 261,172,077.
If all the options referred to in clause 2.4 were exercised, AngloGold Investments Australia
would be entitled to 165,000 Acacia Shares.
3 Offerees
An Offer in this form is being made or will be made to:
all the holders of Acacia Shares appearing on the register of members of Acacia at
7:00 pm Melbourne time on the date of this Offer; and
holders of options granted under the Acacia share option plan and to any person to
whom Acacia Shares are issued after the date of this Offer and before the Closing
Date referred to in clause 4.1 pursuant to the exercise of such an option and to
whom an Offer has not already been sent.
If at the time this Offer is made to you, or at any time during the period commencing on the
date of this Offer and concluding at 7:00 pm Melbourne time on the Closing Date referred
to in clause 4.1 and before this Offer is accepted, another person is or becomes the holder
of, or entitled to be registered as the holder of, Acacia Shares to which this Offer relates,
then, in accordance with section 649 of the Corporations Law, a corresponding Offer will be
deemed to have been made by AngloGold Investments Australia:
to that other person in respect of those Acacia Shares; and
to you in respect of any other Acacia Shares to which this Offer relates,
and this Offer shall be deemed to be withdrawn immediately after making such
corresponding offers.
4 Duration of Offer
This Offer will, unless withdrawn, remain open during the period (Offer Period)
commencing on the date of this Offer and ending at 7.00 pm Melbourne time on:
whichever is the later (which later date is referred to as the Closing Date).
This Offer is not capable of being withdrawn without the consent in writing of the
Australian Securities and Investments Commission, which may be given subject to such
conditions (if any) as are specified in the consent.
5 Acceptance of Offer
You may accept this Offer at any time during the Offer Period.
Acacia Shares held on Acacia?s issuer sponsored subregister
This clause 5.2 applies to Acacia Shares which, at the time you accept this Offer, are on
Acacia?s issuer sponsored subregister. To accept this Offer in respect of these Acacia
Shares, you must:
complete and sign the accompanying Form of Acceptance and Transfer in
accordance with the terms of this Offer and the instructions on the Form; and
ensure that the Form of Acceptance and Transfer and any documents required by
the terms of this Offer and the instructions on the Form are received by 7.00 pm
Melbourne time on the Closing Date at the following address:
AngloGold Investments Australia Pty Ltd
C/o Computershare Registry Services Pty Limited
GPO Box 2975EE
MELBOURNE VIC 3001
or, if by hand delivery:
AngloGold Investments Australia Pty Ltd
C/o Computershare Registry Services Pty Limited
Level 12
565 Bourke Street
MELBOURNE VIC 3000
Acacia Shares held in a Clearing House Electronic Subregister System (CHESS)
Holding
This clause 5.3 applies to Acacia Shares which, at the time you accept this Offer, are in a
CHESS Holding, as defined in the Securities Clearing House Business Rules (the SCH
Business Rules). This Offer can only be accepted by you in respect of these Acacia Shares
in accordance with the SCH Business Rules. Accordingly, to accept this Offer in respect of
these Acacia Shares you should:
instruct your Controlling Participant 1 to initiate acceptance of this Offer in
accordance with Rule 16.3 of the SCH Business Rules before 7.00 pm Melbourne
time on the Closing Date; or
if you are a Broker or a Non Broker Participant 2 , initiate acceptance of this Offer
in accordance with Rule 16.3 of the SCH Business Rules before 7.00 pm
Melbourne time on the Closing Date.
Alternatively, you may sign and complete the accompanying Form of Acceptance and
Transfer in accordance with the terms of the Offer and the instructions on the Form and
ensure that it is received by 7.00 pm Melbourne time on the Closing Date at the following
address:
For non-institutional shareholders, your "Controlling Participant" will normally be the stockbroker
through whom you either bought your shares or through whom you ordinarily acquire shares on the
Australian Stock Exchange Limited.
Non Broker Participant? refers to CHESS participants who are not brokers (eg. institutions,
custodians, trustees, etc.).
AngloGold Investments Australia Pty Ltd
C/o Computershare Registry Services Pty Limited
GPO Box 2975EE
MELBOURNE VIC 3001
or, if by hand delivery:
AngloGold Investments Australia Pty Ltd
C/o Computershare Registry Services Pty Limited
Level 12
565 Bourke Street
MELBOURNE VIC 3000
If you complete and sign the Form of Acceptance and Transfer you will be deemed under
clause 7.1 to have authorised AngloGold Investments Australia to accept the Offer on your
behalf during the Offer Period in accordance with the SCH Business Rules and the
Corporations Law.
The return of the Form of Acceptance and Transfer by facsimile does not satisfy the
requirements of clauses 5.2 and 5.3 (unless you have made prior arrangements with
AngloGold Investments Australia). If your Form of Acceptance and Transfer is returned by
post, it will be deemed to be received in time if the envelope in which it is sent is post-marked
before 7.00 pm Melbourne time on the Closing Date (even if it is received after
that date).
Subject to clauses 3.2 and 10, your acceptance of this Offer must be in respect of all the
Acacia Shares registered in your name.
Subject to clauses 5.2(b), 5.3 and 5.7, the acceptance by you of this Offer will be deemed to
have occurred only upon receipt by AngloGold Investments Australia of the signed Form of
Acceptance and Transfer and all documents required under clause 5.2(b).
AngloGold Investments Australia may, in its sole discretion, at any time deem any Form of
Acceptance and Transfer it receives to be a valid acceptance in respect of your Acacia
Shares even if a requirement for acceptance has not been complied with.
AngloGold Investments Australia will provide your consideration, in respect of your valid
acceptance or any part of your acceptance deemed by AngloGold Investments Australia to
be valid under clause 5.7, in accordance with clause 8.1 but, subject to clause 5.3, where a
document is not received by AngloGold Investments Australia in accordance with clause
5.2(b) and AngloGold Investments Australia deems your acceptance to be valid in respect
of those Acacia Shares, the consideration need not be given by AngloGold Investments
Australia in respect of those Acacia Shares until:
the missing document(s) has(have) been received or an indemnity acceptable to
AngloGold Investments Australia has been provided; or
the expiration of 21 days after the Closing Date,
whichever is the first to occur.
Once you have accepted this Offer, you will be unable to revoke your acceptance and the
contract resulting from your acceptance will be binding on you.
6 AngloGold shares
AngloGold shares to be allotted pursuant to the terms of this Offer will be fully paid
ordinary shares ranking equally in all respects from the date of their issue with the existing
fully paid ordinary shares in the capital of AngloGold.
AngloGold has agreed with AngloGold Investments Australia to apply for quotation on the
official list of Australian Stock Exchange Limited of the AngloGold ordinary shares to be
allotted pursuant to the terms of the Offers as soon as practicable after issue. Listing is not
guaranteed or automatic and this Offer is not conditional upon official quotation being
granted.
7 Undertakings and agreements by you
By signing and returning the Form of Acceptance and Transfer or accepting this Offer
pursuant to clause 5.3, you will be deemed to have:
accepted this Offer in respect of all the Acacia Shares registered in your name
regardless of the number of Acacia Shares specified in the Form of Acceptance and
Transfer, subject to clauses 3.2 and 9;
undertaken to AngloGold Investments Australia, as a fundamental condition going
to the root of the contract resulting from your acceptance, that at the time of
acceptance, and the time the transfer to AngloGold Investments Australia is
registered, all your Acacia Shares are and will be free from all mortgages, charges,
liens, encumbrances and adverse interests of any nature, that you have full power
and capacity to sell and transfer the legal and beneficial ownership in those Acacia
Shares to AngloGold Investments Australia, and that you have paid to Acacia all
amounts which at the time of acceptance have fallen due for payment to Acacia in
respect of those Acacia Shares;
if you accepted this Offer pursuant to clause 5.2, authorised AngloGold
Investments Australia (or any director, secretary or agent of AngloGold
Investments Australia) to alter the Form of Acceptance and Transfer on your behalf
by inserting correct details of your Acacia Shares, filling in any blanks remaining
on the form, and rectifying any errors or omissions;
if you signed the Form of Acceptance and Transfer in respect of Acacia Shares
which are held in a CHESS Holding, irrevocably authorised AngloGold
Investments Australia (or any director, secretary or agent of AngloGold
Investments Australia) to:
instruct your Controlling Participant to initiate acceptance of this Offer in
respect of those Acacia Shares in accordance with Rule 16.3 of the SCH
Business Rules; and
give any other instructions in relation to those Acacia shares to your
Controlling Participant, as determined by AngloGold Investments
Australia acting in its own interests as a beneficial owner and intended
registered holder of those Acacia Shares;
irrevocably authorised and directed Acacia to pay to AngloGold Investments
Australia or to account to AngloGold Investments Australia for all dividends and
other distributions and entitlements which are declared, paid, made, or which arise
or accrue after the date of the Part A Statement in respect of those of your Acacia
Shares which it acquires pursuant to this Offer, subject, if this Offer is withdrawn,
to AngloGold Investments Australia accounting to you for any such dividends,
distributions and entitlements received by AngloGold Investments Australia;
authorised AngloGold Investments Australia to notify Acacia on your behalf that
your place of address for the purpose of serving notices upon you in respect of
those of your Acacia Shares which AngloGold Investments Australia acquires
pursuant to this Offer is such address as is specified by AngloGold Investments
Australia in the notification;
irrevocably appointed AngloGold Investments Australia, its secretary and its
directors severally from time to time as your agent to attend and vote in respect of
your Acacia Shares at any and all general meetings of Acacia, with authority to
execute an appointment of a proxy on your behalf;
irrevocably appointed AngloGold Investments Australia, its secretary and its
directors severally from time to time as your agent to exercise all your powers and
rights in relation to your Acacia Shares and to request Acacia to register in the
name of AngloGold Investments Australia or its nominee your Acacia Shares;
authorised AngloGold Investments Australia to apply as agent on your behalf to
AngloGold for the allotment to your account of that number of AngloGold shares
corresponding to your entitlement under the Offer at the date of application with
the legal interest in those shares to be held by CHESS Depositary Nominees Pty
Ltd (CDN) on your behalf as the holder of the beneficial interest pursuant to the
CUFS system operated by Australian Stock Exchange Limited (ASX);
agreed to accept the AngloGold shares to which you have become entitled by
acceptance of this Offer subject to the memorandum and articles of association of
AngloGold and have authorised AngloGold Investments Australia to take whatever
steps it considers necessary on your behalf to register the shares in AngloGold to
which you are entitled in CDN as nominee under the CUFS system operated by
ASX; and
authorised AngloGold Investments Australia to transmit a message in accordance
with SCH Business Rule 16.6.1 so as to transfer those Acacia Shares to AngloGold
Investments Australia?s Takeover Transfer Holding, regardless of whether it has
paid the consideration due to you under this Offer.
The undertakings and authorities referred to in clause 7.1 will remain in force after you
receive the consideration for your Acacia Shares acquired by AngloGold Investments
Australia and after AngloGold Investments Australia becomes registered as the holder of
them.
8 Payment
Subject to clauses 5.8 and 8.4 and to the Corporations Law, AngloGold Investments
Australia will provide the consideration for your Acacia Shares not later than 3 business
days after the date on which this Offer is accepted.
Subject to clause 8.4, an AngloGold CUFS holdings statement in respect of the AngloGold
shares to which you become entitled by accepting this Offer will be posted to you at your
risk by ordinary mail at your address shown on the Form of Acceptance and Transfer.
If you become entitled to a cash amount for a fractional entitlement under clause 1.2,
payment will be made by cheque in Australian dollars and posted to you at your risk by
ordinary mail at your address shown on the Form of Acceptance and Transfer.
The right to receive shares in AngloGold for your Acacia Shares is not available if at the
time of acceptance of this Offer you are a citizen, national or resident of or your address (as
recorded in the register of members of Acacia) is in the United States of America or any of
its respective territories or possessions, or in Japan or Canada or if you would become
entitled to 5 or less AngloGold shares. In these circumstances:
the ordinary shares in AngloGold to which you would otherwise be entitled will be
allotted to a nominee appointed by AngloGold Investments Australia and then
offered for sale in such manner, at such prices and on such other terms and
conditions as are approved by the Australian Securities and Investments
Commission;
you will be paid the net proceeds of sale after deducting the costs and expenses of
the sale and the appointment of the nominee; and
payment of any cash amount to which you are entitled will be made by cheque in
Australian dollars and posted to you at your risk by ordinary mail at your address
shown on the Form of Acceptance and Transfer.
9 Low brokerage share sale facility
If you become entitled to AngloGold shares as a result of accepting this Offer, you may
request that those shares be sold by Deutsche Bank AG pursuant to the low brokerage share
sale facility which has been set up for this transaction.
If you wish to utilise the low brokerage share sale facility, you should tick the ?Yes? box in
section 3 of the accompanying Form of Acceptance and Transfer entitled ?Low brokerage
share sale facility?. In this event:
the AngloGold shares to which you are entitled as a result of your acceptance of
the Offer will be allotted to a nominee on your behalf for sale by Deutsche Bank
AG;
the sale by Deutsche Bank AG will be effected promptly after receipt of your
acceptance;
the sale price will depend upon market conditions at the time of sale and Deutsche
Bank AG and the nominee will not be responsible for failure to sell the shares at
any particular price; and
the proceeds of the sale (less brokerage, calculated at the rate of 1% of total sale
proceeds which will be retained by Deutsche Bank AG, and any applicable stamp
duty) will be paid to you by cheque in Australian dollars and posted to you at your
risk by ordinary mail at your address shown on the Form of Acceptance and
Transfer within 14 days of the acceptance being received.
For further details of the low brokerage share sale facility, see section 3.12 of the General
Information section of the Part A Statement. If you have any questions, contact
Computershare Registry Services Pty Limited on 1800 083 131.
10 Trustee shareholders
If at any time during the Offer Period and before you accept this Offer you hold all or any of
the Acacia Shares the subject of this Offer as trustee or nominee for, or otherwise on behalf
of or on account of, another person, you must follow the procedure set out in section 650 of
the Corporations Law if accepting the Offer.
11 No costs and expenses
12 Variation
13 Compulsory acquisition
14 Interpretation
In this Offer unless the contrary intention appears words and phrases have the same
meaning and interpretation as in Chapter 6 of the Corporations Law, or the SCH Business
Rules, as the context requires.
This Offer is dated 15 November 1999.
Signed for and on behalf of
AngloGold Investments Australia Pty Ltd
_____________________________
Director
