AngloGold Ashanti Holdings Finance plc, or Holdings Finance, is offering $686,162,400 aggregate principal amount of its 6.00% mandatory convertible subordinated bonds fully and unconditionally guaranteed on a subordinated basis by AngloGold Ashanti Limited, or AngloGold Ashanti (the “bonds”). Interest will be payable quarterly in arrears on March 15, June 15, September 15 and December 15 of each year, commencing on December 15, 2010.
The bonds will be mandatorily converted into American Depositary Shares, or ADSs each representing as at the date hereof one ordinary share, par value ZAR0.25 per share of AngloGold Ashanti (or, in certain circumstances, the cash value thereof). Mandatory conversion will be on September 15, 2013 (subject to postponement in certain limited circumstances, the “stated maturity date,” and such date or any earlier date to which repayment of the bonds is accelerated, the “maturity”). The conversion rate per $50 principal amount of the bonds will be not more than 1.14943 ADSs and not less than 0.91954 ADSs, depending on the market value of the ADSs as described in this prospectus supplement. At any time from the earlier of (i) 90 calendar days following the first original issuance date of the bonds and (ii) the date (the “approval date”) on which the shareholders of AngloGold Ashanti in a general meeting shall have approved the issue of ordinary shares upon an exercise of conversion rights under the bonds and placed a sufficient number of ordinary shares of AngloGold Ashanti under control of its directors as a specific authority for that purpose, until the 25th scheduled trading day immediately preceding September 15, 2013, you may elect to convert your bonds, in whole or in part, at the minimum conversion rate, together with a cash payment in respect of deferred interest to, but excluding, the immediately preceding interest payment date. Holdings Finance may convert the bonds at its option, in whole but not in part, at any time after the approval date and on or before the 25th scheduled trading day immediately preceding September 15, 2013 at the maximum conversion rate, together with a cash payment in respect of accrued and unpaid interest on the bonds (including any deferred interest), and a cash payment in respect of the present value of all remaining interest payments on the bonds. If a fundamental change occurs, you will be permitted to convert your bonds at the fundamental change conversion rate, together with a cash payment in respect accrued and unpaid interest on the bonds (including any deferred interest) and a cash payment in respect of the present value of all remaining interest payments on the bonds. Each of the fixed conversion rates (as defined in this prospectus supplement) is subject to certain adjustments as described under “Description of Bonds — Conversion Rate Adjustments.”
The bonds will be unsecured subordinated obligations of Holdings Finance. The guarantee will be unsecured and subordinated, as described under “Description of Bonds — Ranking”.
We have granted the underwriters an option exercisable for a period of 30 days from the date of this prospectus supplement to purchase up to an additional $102,924,350 principal amount of the bonds at the initial price to investors, less the underwriting discount, to cover over-allotments, if any.
The bonds will initially be convertible into a maximum of 15,773,913 ADSs (or a maximum of 18,140,000 ADSs in total if the underwriters exercise their over-allotment option in full).