Ashanti Goldfields Company Ld
24 October 2003
P R E S S R E L E A S E
FOR IMMEDIATE RELEASE
24 October 2003
CONFIRMATION OF REVISED PROPOSAL FROM RANDGOLD
The board of Ashanti Goldfields Company Limited ('Ashanti') notes the
announcement earlier today by Randgold Resources Limited ('Randgold'). Ashanti
confirms that it has today received a revised all-share merger proposal from
Randgold to acquire the issued share capital of Ashanti at an exchange ratio of
0.56 new Randgold ordinary shares for every 1 Ashanti ordinary share (the '
Revised Proposal'). Otherwise the Revised Proposal is subject to the same terms
and conditions as set out in the formal merger proposal received from Randgold
on 23 September 2003. These include a number of pre-conditions including the
recommendation of the board of Ashanti, entering into a satisfactory transaction
agreement with Ashanti and the receipt of an undertaking to accept the offer
from the Government of Ghana.
The board of Ashanti will, together with its advisers, evaluate the terms of the
Revised Proposal and will consider, amongst other things, whether it constitutes
a Superior Proposal as defined in the transaction agreement with AngloGold
Limited ('AngloGold'). A further announcement will be made as and when
Meanwhile, the board of Ashanti continues to recommend the revised proposed
merger with AngloGold at an exchange ratio of 29 AngloGold ordinary shares for
every 100 Ashanti shares held, as announced on 14 October 2003.
The Revised Proposal, which would be effected by way of a scheme of arrangement
under section 231 of the Ghana Companies Code, is also conditional on, amongst
other things, the approval of the scheme by 75% of Ashanti shareholders voting
at the meeting to approve the scheme. Lonmin Plc, which holds 27.6% of Ashanti's
issued share capital, has irrevocably undertaken to AngloGold not to have any
discussions with Randgold, or to accept or support any proposal from Randgold
unless such proposal includes a fully underwritten cash alternative and the
board of Ashanti determines it to be a Superior Proposal. The Revised Proposal
does not include a fully underwritten cash alternative.
There can be no assurance that an agreement with Randgold will be reached or
that a transaction with either Randgold or AngloGold will be implemented.
Consequently, shareholders of Ashanti are advised to exercise caution when
dealing in the relevant securities.
For further information contact:
Ashanti Goldfields Company Limited
Srinivasan Venkatakrishnan (Venkat) Tel: +233 21 778 171
Kwaku Akosah-Bempah Tel: +233 21 778 173
Corinne Gaisie Tel: +44 20 7256 9938
UK Investors and Media
Charles Cook Tel: +44 20 7417 4170
The Global Consulting Group
North American Contact
Allan Jordan Tel: +1 646 284 9452
CIBC World Markets
Andy Quinn Tel: +44 20 7234 6000
Certain statements in this announcement are forward-looking within the meaning
of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. Although Ashanti believes that the
expectations reflected in such forward-looking statements are reasonable, no
assurance can be given that such expectations will prove to have been correct.
For a discussion of the important factors and risks involved in Ashanti's
business refer to Ashanti's filings with the U.S. Securities and Exchange
Commission (the 'Commission'), including Ashanti's amended annual report on Form
20-F/A for the year ended 31 December 2002, filed with the Commission on 17 June
Ashanti does not undertake any obligation to update publicly any forward-looking
statements discussed in this announcement, whether as a result of new
information, future events or otherwise.
This information is provided by RNS
The company news service from the London Stock Exchange