AngloGold wants to move primary listing to New York

Anglogold Ashanti (AGA) has proposed to its shareholders a reorganisation that will see the establishment of a new listed holding company, NewCo, as it moves its corporate home from South Africa.

In May, the company announced that it planned to shift its corporate domicile and primary listing away from South Africa, and no longer had assets in the country.

It said the change in domicile and listing structure was aligned with the transformation of its asset base into a diversified global portfolio of high quality producing assets and projects.

A Johannesburg Stock Exchange (JSE) regulatory notice on Friday stated that the proposed reorganisation will be implemented in three sequential, separate, inter-conditional steps consisting of the Spin-Off; the AGAH Sale; and the Scheme.

AGA is an independent, global gold mining company with a diverse portfolio of operations, projects, and exploration activities across nine countries on four continents.

While gold is its principal product, AGA also produces silver in Argentina and sulfuric acid in Brazil as by-products.

NewCo was incorporated as a private limited company under the laws of England and Wales on 10 February, and on 22 June, NewCo was re-registered as a public limited company, solely to carry out the reorganisation.

According to AGA, as a result of the reorganisation, each scheme participant will own one NewCo ordinary share for each AGA ordinary share, including the AGA ordinary shares represented by AGA ADSs, held on the Reorganisation Consideration Record Date.

“The existing AGA shareholders will beneficially hold the same percentage of NewCo ordinary shares as they held of AGA ordinary shares on such record date, subject to any adjustments to reflect the exercise of appraisal rights,” it said.

The group said based on the number of issued AGA ordinary shares on 15 June, NewCo will issue up to 419 612 543 NewCo ordinary shares under the reorganisation, subject to any adjustments to reflect the exercise of appraisal rights.

The implementation of the reorganisation is subject to requisite AGA shareholder approvals, among other conditions.

“The failure or inability to implement any one or more of the Spin-Off, the AGAH Sale, and the Scheme, will result in the failure of all of the steps comprising the reorganisation and any steps already completed shall be unwound,” it said.

The NewCo ordinary shares to be issued, according to the reorganisation, will have a primary listing on the New York Stock Exchange (NYSE) and secondary inward listings on the JSE and A2X and a secondary listing on the Ghana Stock Exchange.

“The JSE listing is expected to be in effect from the commencement of business on 20 September,” the group said.

AGA said the proposed reorganisation had several benefits that will enhance the group’s strategic position and allow for greater recognition of its full value. The move will also enhance access to deeper pools of capital.

AGA said it believed that a change in the primary listing to the NYSE will increase access and broaden the appeal to North America and other international investors, and improve the group’s competitive position in line with its global peers.

“The reorganisation will allow existing AGA shareholders to maintain their investment in the group in the same percentages as they held before the implementation of the reorganisation,” AGA said.

The group said effective at, or prior to, the time that the reorganisation is completed, the NewCo board is expected to consist of 12 directors comprising 10 independent non-executive directors and two executive directors.