As filed with the Securities and Exchange Commission on December 6, 2002
Registration Statement No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM F-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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ASHANTI GOLDFIELDS COMPANY LIMITED
(Exact name of Registrant as specified in its charter)
Not applicable
(Translation of the Registrant's name in English)
Republic of Ghana 1041 Not applicable
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
Incorporation or organization) Classification Code Number) Identification No.)
Gold House
Patrice Lumumba Road
Roman Ridge
P.O. Box 2665
Accra, Ghana
+ 233 21 772190
(Address and telephone number of Registrant's principal executive offices)
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CT Corporation System
111 Eighth Avenue
New York, New York 10011
(212) 894-8940
(Name, address and telephone number of agent for service)
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Copies to:
Thomas E. Vita Esq.
Norton Rose
Kempson House
Camomile Street
London EC3A 7AN
United Kingdom
+ 44 20 7283 6000
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Approximate date of commencement of proposed sale to public:
As soon as practicable after this Registration Statement becomes effective.
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, as amended (the "Securities Act"), check the following box. [X]
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
maximum maximum
Title of each class Amount to be offering price aggregate Amount of
of securities to be registered (1) registered per security (2) offering price (2) registration fee
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Ordinary shares, no par value per share (1) 16,509,060 US$5.40 US$89,148,924 US$8,202
Rights to purchase ordinary shares (3) None. None. None.
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(1) Global depositary receipts evidencing global depositary securities issuable
upon deposit of ordinary shares registered hereby have been registered
pursuant to a separate registration statement on Form F-6 (Registration No.
333 ).
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) under the Securities Act of 1933, as amended.
(3) Includes rights issued upon exchange of rights to purchase global
depositary securities. No separate consideration will be received for the
rights offered hereby.
The Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act or until the Registration Statement shall become effective on
such date as the Commission, acting pursuant to said Section 8(a), may
determine.
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SUBJECT TO COMPLETION, DATED 2002
[ASHANTI GOLDFIELDS COMPANY LOGO]
Prospectus
We are offering to our shareholders the right to buy new ordinary shares and our
holders of global depositary securities, or GDSs, the right to buy new GDSs.
This prospectus provides you with information about this rights offering.
Up to new ordinary shares are being offered in the form of ordinary shares
and GDSs.
If you own ordinary shares: If you own GDSs:
o You will receive share rights for every o You will receive GDS rights for every GDSs
ordinary shares you own of record on , 2003. you own of record on , 2003.
o You may transfer the rights we are offering to you o You may transfer the rights we are offering to you
separately from the ordinary shares you own. separately from the GDSs you own.
o You will need one share right to purchase one new o You will need one GDS right to purchase one new
ordinary share. GDS. One GDS represents one ordinary share.
o Each new ordinary share will cost you US$ . o Each new GDS will cost you US$ .
o You must exercise your rights before , 2003. o You must exercise your rights before , 2003.
Rights not exercised by that time will lapse. Rights not exercised by that time will lapse.
Listings
Ordinary Shares: GDSs:
o Outstanding ordinary shares are quoted on the o Outstanding GDSs are quoted on the New York Stock
London Stock Exchange, or LSE, under the symbol Exchange, or NYSE, under the symbol "ASL" and on
"ASN" and on the Ghana Stock Exchange, or GSE, the LSE under the symbol "ASND".
under the symbol "AGC".
o On , 2003, the latest practicable date prior o On , 2003, the latest practicable date prior to the
to the public announcement of this offering, the public announcement of this offering, the closing
closing price for the ordinary shares quoted on price for the GDSs quoted on the NYSE was US$ .
the LSE was US$ .
o Applications have been made to the UK Listing o Applications have been made to the UK Listing
Authority and to the LSE for the new ordinary Authority and to the LSE for the new GDSs to be
shares admitted to (i) the Official List of the UK admitted to (i) the Official List of the UK
Listing Authority and (ii) trading on the LSE's Listing Authority and (ii) trading on the LSE's
market for listed securities. Dealings in the market for listed securities. Dealings in the
rights to buy new ordinary shares on the LSE are rights to buy new GDSs on the LSE are expected to
expected to commence on , 2003. commence on , 2003.
o Application has been made to the GSE for the new o Application has been made to the NYSE to list the
ordinary shares to be traded on the GSE. Dealings new GDSs. Dealings in the rights to buy new GDSs
in the rights to buy new ordinary shares on the on the NYSE are expected to commence on , 2003.
GSE are expected to commence on , 2003.
See "Risk Factors" beginning on page to read about certain factors you should
consider before buying new ordinary shares or new GDSs.
Neither the Securities and Exchange Commission nor any US state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offence.
If the rights are exercised in full (other than as to approximately % of the
entitlements of our major shareholders, Lonmin plc and the Government of Ghana,
who have already contractually agreed not to exercise these rights as
consideration for the issuance by us of other exchangeable securities), up to
new ordinary shares will be issued by us and up to new GDSs will be
deposited in our GDS program.
Assuming that all rights are exercised in full (excluding approximately % of
the rights of Lonmin and the Government of Ghana), we will receive approximately
US$ from the offering of the new ordinary shares and new GDSs (before the
deduction of fees and expenses).
We expect to deliver the new ordinary shares and new GDSs purchased through the
exercise of rights on , 2003 or as soon thereafter as checks have cleared.
TABLE OF CONTENTS
Page
----
Presentation of Financial Information ................................................. ii
Forward-Looking Information ........................................................... iii
Prospectus Summary .................................................................... 1
Risk Factors .......................................................................... 7
Use of Proceeds ....................................................................... 14
Dividends ............................................................................. 15
Capitalization and Indebtedness ....................................................... 16
Dilution .............................................................................. 17
The Rights Offering ................................................................... 18
Listing and Price History ............................................................. 32
Selected Financial Data ............................................................... 36
Management's Discussion and Analysis of Financial Condition and Results of Operation .. 39
Description of Business ............................................................... 71
Glossary of Defined Terms ............................................................. 115
Principal Shareholders ................................................................ 118
Management ............................................................................ 120
Material Contracts .................................................................... 129
Certain Relationships and Related Party Transactions .................................. 138
Description of Our Regulations and Certain Provisions of Ghanaian Law ................. 139
Description of Our Share Capital ...................................................... 149
Description of Global Depositary Securities ........................................... 151
Exchange Controls and Other Limitations Affecting Securityholders ..................... 158
Taxation .............................................................................. 159
Other Expenses of Issuance and Distribution ........................................... 164
Where You Can Find More Information ................................................... 165
Enforceability of Civil Liabilities ................................................... 166
Validity of Securities ................................................................ 167
Experts ............................................................................... 168
Additional Information ................................................................ 169
Documents on Display .................................................................. 171
Index to Financial Statements ......................................................... 172
In this prospectus, references to "we," "us," "our," the "Group," the "Company"
and "Ashanti" refer to Ashanti Goldfields Company Limited and its subsidiaries,
except where it is clear from the context that such terms mean only Ashanti
Goldfields Company Limited.
i
PRESENTATION OF FINANCIAL INFORMATION
We are a company incorporated under the laws of Ghana and all of our mining
operations are located in Africa. We earn our revenues in US dollars and the
majority of our transactions are in US dollars or based on US dollars. Our books
of account are maintained in US dollars and our annual and quarterly financial
statements are prepared under the historical cost convention and in accordance
with accounting principles generally accepted in the United Kingdom, or UK GAAP.
UK GAAP differs in significant respects from generally accepted accounting
principles in the United States, or US GAAP. This prospectus includes our
consolidated balance sheets as of December 31, 2001, 2000 and 1999, and the
audited consolidated profit and loss accounts, cash flow statements and the
reconciliation of movements in shareholders' funds for each of the years then
ended, or our consolidated financial statements, and our unaudited consolidated
balance sheet as of September 30, 2002 and the related consolidated profit and
loss accounts and cash flow statements for each of the nine-month periods ended
September 30, 2002 and 2001, or our interim financial information. Note 31 to
our consolidated financial statements sets forth a reconciliation from UK to US
GAAP of shareholders' equity as of December 31, 2001, 2000 and 1999 and the
profit/loss attributable to shareholders for each of the years then ended and
note 11 to our interim financial information sets forth a reconciliation of
shareholders' equity as of September 30, 2002 and of profit/loss attributable to
shareholders for each of the nine-month periods ended September 30, 2002 and
2001.
ii
FORWARD-LOOKING INFORMATION
This prospectus, including the sections entitled "Prospectus Summary," "Risk
Factors," "Management's Discussion and Analysis of Financial Condition and
Results of Operation," and "Description of Business," contains forward-looking
information. In some cases you can identify forward-looking statements by
phrases such as "in our view," "we cannot assure you," as well as by terminology
such as "may," "will," "should," "expects," "intends," "plans," "objectives,"
"goals," "aims," "projects," "forecasts," "possible," "seeks," "could," "might,"
"likely," "enable," "anticipates," "believes," "estimates," "predicts,"
"potential," or "continue," or the negative of these terms or other comparable
terminology. These statements generally constitute statements of expectation,
intent and anticipation and may turn out to be inaccurate.
We can give you no assurances that the results, including the actual production
or commencement dates, construction completion dates, costs or production output
or anticipated life of the projects and mines, projected cashflows, debt levels,
and marked-to-market values of and cashflows from the hedgebook will not differ
materially from the forward-looking statements contained in this prospectus.
These forward-looking statements are not guarantees of future performance and
involve known and unknown risks, uncertainties and other factors, many of which
are beyond our control, which may cause actual results to differ materially from
those expressed in the forward-looking statements contained in this prospectus.
These risks include those relating to leverage, gold price volatility, changes
in interest rates, hedging operations, reserves estimates, exploration and
development, mining, yearly output, power supply, Ghanaian political risks,
environmental regulation, labor relations, general political risks, control by
principal shareholders, Ghanaian statutory provisions, dividends and litigation.
For example, future revenues from projects or mines will be based in part upon
the market price of gold, which may vary significantly from current levels. Any
variations, if materially adverse, may impact the timing or feasibility of the
developments of a particular project or the expansion of specified mines.
Other factors that may affect the actual construction or production commencement
dates, costs or production output and anticipated lives of mines include the
ability to profitably produce and transport gold to applicable markets, the
impact of foreign currency exchange rates, the impact of any increase in the
costs of inputs, and activities by governmental authorities where such projects
or mines are being explored or developed, including increases in taxes, changes
in environmental or other regulations and political uncertainty. Likewise
marked-to-market values of and cashflows from the hedgebook can be affected by,
amongst other things, gold price volatility, US interest rates, gold lease rates
and active management of the hedgebook.
Forward-looking statements speak only as of the date they are made, and we
undertake no obligation to update publicly any of them in light of new
information or future events, except as required by law, or unless required to
do so by the Listing Rules of the UK Listing Authority.
Actual events or results may differ materially from any forward-looking
statement. In evaluating these statements you should specifically consider
various factors including the risks outlined under "Risk Factors". Although we
believe that the expectations reflected in the forward-looking statements are
reasonable, we cannot guarantee future results, levels of activity, performance
or achievements.
iii
PROSPECTUS SUMMARY
This summary highlights the material information contained elsewhere in this
prospectus. You should read the entire prospectus carefully before deciding to
buy our ordinary shares or GDSs. To facilitate an understanding of the
descriptions of gold mining and the gold mining industry that appear in this
prospectus, including descriptions of geological formations, exploration
activities and mining processes, we have included a glossary of mining terms
under the heading "Glossary of Defined Terms".
Ashanti Goldfields Company Limited
Our Business
We are engaged in the mining and processing of gold ores and the exploration and
development of gold properties in Africa and in hedging activities in connection
with our gold production. We have interests in major gold mines in Ghana,
Guinea, Tanzania and Zimbabwe. For the first nine months of 2002, our gold
production was 1.22 million ounces. In 2001, we produced a total of 1.66 million
ounces of gold. As at December 31, 2001, we had proven and probable contained
gold reserves of approximately 26.1 million ounces, before making any allowance
for minority and joint venture interests.
We occupy a position of strategic significance within the Ghanaian economy. We
are a major contributor of foreign exchange earnings to Ghana, Guinea, Tanzania
and Zimbabwe. In addition, we are one of the largest companies listed on the
Ghana Stock Exchange and a major employer, particularly in the Ashanti region of
Ghana.
Our priority is to explore for, develop and operate gold mines in Africa and to
remain a leading mining company in Africa, managed largely by Africans. We are
currently focusing on developing the potential of our existing mines and
increasing the efficiency of their operations. As part of this strategy, we are
engaged in development projects to be completed over the next 18 months at three
of our existing mines, Geita, Iduapriem/Teberebie and Siguiri, each of which
will be funded from internal resources or through our revolving credit facility.
At Geita and Iduapriem/Teberebie, processing throughput is planned to be
increased by 40% and 50% respectively to between 5.6 million and 6.0 million
tonnes per year and 4.0 million tonnes per year. At Siguiri, the current heap
leach operation has a capacity of 9.0 million tonnes per year (with a
metallurgical recovery of some 80%). It is planned to construct an 8.0 million
tonnes per year CIP plant which will have a metallurgical recovery of some 93%
and to continue to use the heap leach plant but at a reduced rate of around 1.5
million tonnes per year.
We also continue to explore consolidation opportunities in the gold sector. As a
leading mining company operating solely in Africa we are offered the opportunity
to participate in a number of projects and properties throughout Africa, such as
the platinum group metal project in which we recently acquired an exploration
interest. We will continue to review opportunities which have low entry costs
and high expected returns and allow us to apply our technical expertise.
Our History
In 1897, an English company named Ashanti Goldfields Corporation Limited, or
Ashanti Goldfields, was founded and began to develop a mining concession in the
area of our current operations at Obuasi. Several years later, underground
mining began at the site and has continued to the present. In 1969, Ashanti
Goldfields became a wholly owned subsidiary of Lonrho Plc, now called Lonmin
Plc, or Lonmin, a UK listed company which at that time had interests in mining,
hotels and general trade in Africa. Following the Lonmin acquisition in 1969,
the Government of Ghana acquired 20% of Ashanti Goldfields from Lonmin in
exchange for the Government of Ghana's agreement to extend the term of Ashanti
Goldfields' mining lease over the concession area.
In 1972, the Government of Ghana formed us as a Ghanaian company to take over
the assets, business and functions formerly carried out by Ashanti Goldfields.
The Government of Ghana then held 55% of our outstanding shares, with Lonmin
holding the remaining 45%.
In 1994, as part of its divestiture policy, the Government of Ghana sold part of
its holding in us in a global offering. In connection with that offering, we
were reorganized as a Ghanaian public limited company. As at November 15, 2002,
the Government of Ghana owned approximately 17.3% and Lonmin owned approximately
28.4% of our outstanding shares.
1
In 1996, we expanded our operations through the acquisition of companies holding
interests in the Ayanfuri, Bibiani, Iduapriem, Siguiri, and Freda-Rebecca
properties, which were already or were subsequently developed as mines, and
acquired an interest in what was then the Geita exploration concession in
Tanzania. In 1998, we acquired SAMAX Gold Inc., the principal asset of which was
the other part of the interest in the Geita exploration concession adjacent to
our existing license area. In 1999 and 2000, we developed the Geita mine and in
2000 sold a 50% equity interest in it to AngloGold Limited. In 2000, we acquired
our interest in the Teberebie mine, which is adjacent to the Iduapriem mine.
Through the period from the end of 1999 to June 2002, commencing with a sharp
rise in the price of gold which led initially to a liquidity crisis, we were
engaged in a process of financial restructuring with our banks, hedge
counterparties and noteholders.
Recent restructuring
In June 2002, we completed a financial restructuring which involved:
o entering into a new enlarged revolving credit facility of US$200 million;
o raising approximately US$41.8 million from the early exercise of 70.3% of
our warrants (which were previously issued to some of our banks and hedge
counterparties and which were exchangeable for our shares);
o agreement with our hedge counterparties for continued margin-free trading;
and
o raising US$75.0 million through the issue to our largest shareholder,
Lonmin, of mandatorily exchangeable notes, or MENs, which convert into our
ordinary shares upon the completion of this rights issue.
The Government of Ghana has a call option in respect of approximately US$28.4
million of these MENs. Lonmin and the Government of Ghana have both
contractually agreed that the MENs represent approximately % of their
entitlements under the rights issue and neither party will be exercising or
dealing in this percentage of their rights.
Current trading and prospects
Our total gold production for the year ending December 31, 2002 is expected to
exceed 1.57 million ounces, despite the shortfalls in gold production in the
nine months ended September 30, 2002 at Obuasi and Siguiri.
At Obuasi, the mine's full year production target of 530,000 ounces at a cash
operating cost per ounce of US$190 may be difficult to achieve due to the
shortfall in production in the first nine months of 2002. At
Iduapriem/Teberebie, we expect to start commissioning of the CIL expansion in
the fourth quarter of 2002 and anticipate that it will be completed by the end
of the first quarter of 2003. The Bibiani mine experienced a slope failure on
the western wall of the pit at the beginning of the fourth quarter of 2002. This
is not expected to impact gold production materially but will add approximately
US$3 million to costs for the period until the end of the first quarter of 2003.
At Siguiri, we have completed a feasibility study to assess the viability of
converting the mine's processing plant to a hybrid combining CIP and heap leach
and made a decision to proceed with the development project. It is scheduled to
be completed in the first quarter of 2004. At the Geita mine, we anticipate that
production will be lower for the three quarters beginning October 1, 2002, due
to lower mined grades as waste stripping continues in cut 3 at Nyankanga.
The Rights Offering
We are issuing to our holders of ordinary shares transferable rights to buy new
ordinary shares and, through The Bank of New York, our depositary and GDS rights
agent, we are issuing to holders of our global depositary securities, or GDSs,
transferable rights to subscribe for new GDSs.
The subscription price per new ordinary share (of no par value) held on our
International Register and per new GDS is US$ .
We will offer up to new ordinary shares in the rights offering, in the
form of ordinary shares or ordinary shares represented by GDSs.
2
We expect to have up to ordinary shares, in the form of ordinary shares or
ordinary shares represented by GDSs, issued and outstanding after completion of
the rights offering and exchange of the MENs. This is an expected increase of up
to approximately % based on the number of our ordinary shares currently in
issue and assuming all rights are exercised under the rights offering (other
than the rights agreed by Lonmin and the Government of Ghana not to be exercised
by them).
The rights offering is conditional upon:
o admission of the new ordinary shares "nil paid" (meaning without the
subscription price being paid up for the shares), and the transferable
rights to subscribe for new GDSs, to the Official List of the UK Listing
Authority and to trading on the London Stock Exchange, or LSE, by not later
than 8.00am, London time, on , 2003, or at such other time or date as we
may agree, being not later than , 2003, and
o authorization for listing the transferable rights to subscribe for new GDSs
on the New York Stock Exchange, or NYSE, by not later than 9.30am, New York
City time, on , 2003, or at such other time or date as we may agree,
being not later than , 2003.
Detailed timetables of the rights offering with respect to ordinary shareholders
and holders of GDSs appear in this prospectus under the heading "The Rights
Offering".
Rights Offering to Holders of GDSs
Rights offering You have the right to buy new GDSs for every GDSs you
own.
We have arranged for our GDS depositary, The Bank of New
York, to send to each record holder of GDSs a GDS rights
certificate showing the number of new GDSs the record holder
is entitled to buy.
GDS rights agent The Bank of New York.
and depositary
Record date , 2003.
Ex-rights date 9.30am, New York City time, on , 2003. If you sell or
otherwise transfer all of your existing GDSs before 9.30am,
New York City time, on , 2003, you will not be entitled
to participate in the GDS rights offering.
GDS subscription You will need to pay the GDS rights agent the GDS
price subscription price of US$ for each new GDS that you want
to subscribe for. The GDS subscription price may only be
paid in US dollars. Payment in US dollars must be made by
certified check, bank draft drawn on a US bank or US postal
or express money order, made payable to "The Bank of New
York".
Exercise period From , 2003 through 3.00pm, New York City time, on ,
2003.
Trading period From , 2003 through , 2003 (on the NYSE) and , 2003
in the GDS (on the LSE).
rights
Rights expiration 3.00pm, New York City time, on , 2003.
date
Unexercised GDS New GDSs representing unexercised GDS rights or new ordinary
rights shares underlying unexercised GDS rights may be sold through
arrangements with . If they are sold at a price
above the aggregate of the new GDS subscription price and
expenses of sale (including any tax), any premium
attributable to the unexercizing GDS holders will be paid to
the depositary. The depositary will pay any amounts received
by it, net of expenses and any tax, to unexercizing holders
of GDS rights pro rata to their unexercised GDS rights.
Delivery If you exercise your GDS rights, the depositary will provide
you with global depositary receipts evidencing your new GDSs
as soon as practicable after , 2003.
3
Listing GDSs trade on the NYSE under the symbol "ASL". We expect the
GDS rights will trade on the NYSE under the symbol " ".
GDSs trade on the LSE under the symbol "ASND". We expect the
GDS rights will trade on the LSE under the symbol "ASNDN".
US Information
Agent
Toll-free
Helpline Number
Rights Offering to Holders of Ordinary Shares on the International Register
Rights offering You have the right to buy new ordinary shares for every
ordinary shares you own.
A provisional allotment letter, or PAL, which accompanies
this document, shows the number of new ordinary shares you
are entitled to buy.
Ordinary share US$ per ordinary share, payable in US dollars.
subscription
price
Record date , 2003.
Ex-rights date 8.00am, London time, on , 2003. If you sell or otherwise
transfer all of your existing ordinary shares before 8.00am,
London time, on , 2003, you will not be able to
participate in the ordinary share rights offering.
Exercise period From , 2003 through 10.00am, London time, on , 2003.
Trading period in From , 2003 through , 2003 on the LSE.
the nil paid
rights
Rights expiration 10.00am, London time, on , 2003.
date
Unexercised New ordinary shares relating to unexercised share rights or
ordinary share new GDSs representing unexercised share rights may be sold
rights through arrangements with . If they are sold at a price
above the aggregate of the ordinary share subscription price
and expenses of sale (including any tax), any premium will
be paid to the unexercizing holders of share rights pro rata
to their unexercised ordinary share rights. (Note that
Lonmin and the Government of Ghana, who have undertaken not
to deal in or take up approximately % of their rights,
will not have shares representing this percentage of their
unexercised rights sold for their benefit.)
Registrar Capita IRG plc, Bourne House, 34 Beckenham Road, Beckenham,
Kent, UK, BR3 4TU.
Delivery We expect to mail definitive certificates for new ordinary
shares subscribed for pursuant to the exercise of ordinary
share rights by , 2003.
Listing Ordinary shares trade on the LSE under the symbol "ASN". We
expect the share rights will trade on the LSE under the
symbol "ASNN".
Information Agent
Helpline Number
Rights Offering in Ghana
The rights offering is being extended to holders of ordinary shares on the
Ghanaian (Principal) register by means of a separate prospectus complying with
Ghanaian securities laws. Holders of our shares on this register will also be
sent a separate Ghanaian provisional allotment letter. Neither this document,
nor the PALs or GDS rights certificates, will be sent to such holders. The offer
to holders on the Ghanaian register will differ from this offer in that it will
be made at a fixed price in cedis (the currency of Ghana) referable to
4
the US dollar offer price. Such fixed price is cedis (which represented US$
on , 2003). The Ghanaian offer will constitute an offer of an aggregate of
ordinary shares and will remain open for days after the offer set out in
this document closes (to compensate for timing delays with distribution of
documents in Ghana).
Issued share capital
We are offering a total of up to new ordinary shares in the form of ordinary
shares or GDSs. At November 15, 2002, we had 126,893,915 ordinary shares issued
and outstanding and we expect to have a maximum of approximately ordinary
shares issued and outstanding after completion of the rights offering. (This
includes ordinary shares which will be issued on exchange of the MENs, and
assumes full take up under the rights offerings other than in respect of the
rights which Lonmin and the Government of Ghana have agreed not to take up.)
This is an expected maximum increase of approximately % based on the number
of our ordinary shares currently outstanding.
Summary Consolidated Financial and Operating Data
The following summary consolidated financial data presented below as of December
31, 2001, 2000 and 1999 and for each of the years then-ended have been derived
from our audited consolidated financial statements and the notes thereto that
are included elsewhere in this prospectus. The summary consolidated financial
data presented below as of December 31, 1998 and 1997 and for the years
then-ended have been derived from our audited consolidated financial statements
and the notes thereto that are not included in this prospectus. The summary
historical financial data as of September 30, 2002 and for each of the
nine-month periods ended September 30, 2002 and 2001 have been derived from our
unaudited interim financial information included elsewhere in this prospectus.
We encourage you to read this summary in conjunction with the more detailed
information contained in the financial statements that appear in this
prospectus, including notes to the financial statements. We prepare our
consolidated financial statements in accordance with UK GAAP, which differs in
certain significant respects from US GAAP.
12 Months 12 Months 12 Months 12 Months 12 Months
to Dec. 31, to Dec. 31, to Dec. 31, to Dec. 31, to Dec. 31,
2001 2000 1999 1998 1997
---------------------------------------------------------------------------------------------------------------------
(in US$ millions except
dividend and per share numbers)
PROFIT AND LOSS ACCOUNT DATA(1)
Amounts in accordance with UK GAAP:
Group revenue 477.7 582.2 582.1 600.3 531.3
Total revenue 554.4 582.2 582.1 600.3 531.3
Group operating profit/(loss) 76.6 (126.1) 17.2 90.3 78.9
Total operating profit/(loss) 96.8 (126.1) 17.2 90.3 78.9
Profit/(loss) attributable to shareholders 62.7 (141.1) (183.9) 40.7 53.7
Earnings/(loss) per share(2) 0.56 (1.25) (1.64) 0.37 0.50
Diluted earnings/(loss) per share 0.55 (1.79) (1.76) 0.37 0.50
Dividends per share - (US$)(3) -- -- -- 0.10 0.325
- (cedi)(3) -- -- -- 233 730
Amounts in accordance with US GAAP:
Revenue 474.5 582.2 582.1 600.3 531.3
Operating profit/(loss) 61.4 (407.9) (254.4) (74.2) 58.5
Net profit/(loss) before extraordinary
items and cumulative effect of an
accounting change 33.1 (349.1) (336.2) 7.3 45.3
Net profit/(loss) before extraordinary items 65.4 (349.1) (336.2) 7.3 45.3
Net profit/(loss) 65.4 (349.1) (335.4) 12.1 48.2
Earnings per share (US$):
Basic:
Earnings/(loss) per share before
extraordinary items and cumulative
effect of an accounting change 0.30 (3.11) (3.02) 0.07 0.42
Cumulative effect of an accounting change 0.28 -- -- -- --
Extraordinary items -- -- 0.01 0.04 0.02
Earnings/(loss) per share 0.58 (3.11) (3.01) 0.11 0.44
Diluted:
Earnings/(loss) per share before
extraordinary items and cumulative
effect of an accounting change 0.29 (3.11) (3.02) 0.07 0.42
Cumulative effect of an accounting change 0.28 -- -- -- --
Extraordinary items -- -- 0.01 0.04 0.02
Earnings/(loss) per share 0.57 (3.11) (3.01) 0.11 0.44
=====================================================================================================================
Nine Months Nine Months
to Sep. 30, to Sep. 30,
2002(4) 2001
----------------------------------------------------------------------------------
(in US$ millions except
dividend and per share numbers)
PROFIT AND LOSS ACCOUNT DATA(1)
Amounts in accordance with UK GAAP:
Group revenue 352.3 348.8
Total revenue 419.3 405.6
Group operating profit/(loss) 44.4 47.7
Total operating profit/(loss) 53.4 65.3
Profit/(loss) attributable to shareholders 35.3 37.6
Earnings/(loss) per share(2) 0.30 0.33
Diluted earnings/(loss) per share 0.30 0.33
Dividends per share - (US$)(3) -- --
- (cedi)(3) -- --
Amounts in accordance with US GAAP:
Revenue 372.5 350.1
Operating profit/(loss) (61.3) (14.2)
Net profit/(loss) before extraordinary
items and cumulative effect of an
accounting change (92.2) (47.6)
Net profit/(loss) before extraordinary items (92.2) (15.3)
Net profit/(loss) (92.2) (15.3)
Earnings per share (US$):
Basic:
Earnings/(loss) per share before
extraordinary items and cumulative
effect of an accounting change (0.79) (0.43)
Cumulative effect of an accounting change -- 0.29
Extraordinary items -- --
Earnings/(loss) per share (0.79) (0.14)
Diluted:
Earnings/(loss) per share before
extraordinary items and cumulative
effect of an accounting change (0.79) (0.43)
Cumulative effect of an accounting change -- 0.29
Extraordinary items -- --
Earnings/(loss) per share (0.79) (0.14)
==================================================================================
5
As of As of As of As of As of As of
Dec. 31, Dec. 31, Dec. 31, Dec. 31, Dec. 31, Sep. 30,
2001 2000 1999 1998 1997 2002(4)
----------------------------------------------------------------------------------------------------------
(in US$ millions except
dividend and share numbers)
BALANCE SHEET DATA(1)
Amounts in accordance with UK GAAP:
Total assets 890.8 936.2 1,337.4 1,489.3 1,359.3 874.6
Long-term borrowings 300.6 358.5 423.2 414.3 491.5 262.4
Net assets 340.3 278.8 392.3 553.2 521.1 419.0
Equity shareholders' funds 338.3 274.7 391.2 549.4 520.2 416.6
Stated capital 545.2 544.3 544.3 518.6 515.6 588.2
Number of ordinary shares as adjusted
to reflect changes in capital
(million shares) 112.1 112.4 111.4 108.7 108.4 116.8
Amounts in accordance with US GAAP:
Total assets 887.3 878.0 1,560.3 1,876.9 1,821.7 719.0
Long-term borrowings 300.6 358.5 445.2 431.3 487.3 261.1
Net assets 310.5 182.4 528.4 845.9 839.8 217.3
Shareholders' equity 308.5 178.3 527.3 842.1 838.9 214.9
==========================================================================================================
NOTES:
(1) Our consolidated financial statements are prepared in accordance with UK
GAAP, which differs in certain significant respects from US GAAP. Details
of the principal differences between UK GAAP and US GAAP relevant to us are
set out in note 31 to our audited consolidated financial statements and in
note 11 to our unaudited interim financial information which are included
elsewhere in this prospectus.
(2) Based on profit after tax and minority interests and weighted average
number of shares outstanding of 112.1 million shares for the 12 months to
December 31, 2001, 112.4 million for the 12 months to December 31, 2000,
111.4 million for the 12 months to December 31, 1999, 108.7 million for the
12 months to December 31, 1998, 108.4 million for the 12 months to December
31, 1997 and 116.8 million for the nine months ended September 30, 2002,
and 112.1 million for the nine months ended September 30, 2001.
(3) No interim dividend was paid in respect of the year ended December 31,
2001, 2000, 1999 and 1998 (1997: US$0.125) or the nine-month period ended
September 30, 2002. No final dividend was paid for 2001 (2000: Nil, 1999:
Nil, 1998: US$0.10, 1997: US$0.20). The local currency equivalents have
been converted at the then prevailing cedi exchange rates.
(4) Amounts shown in accordance with US GAAP as of and for the nine months
ended September 30, 2002 reflect the adoption of Statement of Financial
Accounting Standards ("SFAS") No. 142, Goodwill and Other Intangible Assets
("SFAS 142"). The effects of adoption of SFAS 142 are discussed in note 31
to our consolidated financial statements and note 11 to our unaudited
interim financial information.
6
RISK FACTORS
Because we have significant amounts of debt, our ability to exploit new business
opportunities and to avail ourselves of other funding options may be
constrained.
We remain highly leveraged. In our recent restructuring US$218.6 million
exchangeable notes and the balance of US$48 million of the previous credit
facility were replaced by an enlarged US$200 million credit facility, of which
US$157.0 million was drawn as of September 30, 2002, and US$75.0 million of
mandatorily exchangeable notes, or MENs. The MENs will be treated as debt until
their exchange into our ordinary shares. The MENs automatically exchange into
our ordinary shares upon the completion of this rights offering. If our leverage
remains high, the availability of other financing options will be limited, our
business will be vulnerable to shortfalls in production and we may be unable to
pursue other business opportunities including further development of our
existing properties. In addition, because we have replaced the fixed interest
rate existing notes with variable rate bank debt and because of the fees payable
pursuant to the early exercise of some of our warrants, we are more exposed to
an increase in general interest rates than before that replacement. Furthermore,
we have given our lenders security interests over substantially all our assets.
If they become entitled to enforce these interests, they may liquidate our
assets without our consent.
Because our business is tied to the international market price of gold, and that
price has been volatile in the recent past, our success may fluctuate based upon
this price. Fluctuations of the gold price are not within our control.
Our profitability, viability, cash flow, ability to make capital expenditure and
carry out expansion plans can be significantly affected by changes in the market
price of gold as our revenues from mining are a product of gold production and
price.
Historically, gold prices have fluctuated and are affected by numerous industry
factors, such as sales and purchases of gold by central banks, demand for
precious metals, forward selling by producers, and production and cost levels in
major gold-producing regions. Moreover, gold prices are also affected by
macroeconomic factors such as expectations for inflation, interest rates,
currency exchange rates and global or regional political and economic
situations.
The price of gold is affected by supply and demand factors. However, these
factors may not influence the price of gold as markedly as they do in other
commodity markets owing to non-market related sales by central banks. The
potential supply of gold consists of new mine production plus existing stocks of
bullion and fabricated gold held by governments, central banks, financial
institutions, industrial organizations and individuals. The demand for gold
stems from jewelry demand, investment and industrial uses.
The price of gold has on occasion been subject to rapid short-term changes
because of a number of factors including actions taken by central banks and
financial institutions, economic conditions, announcements made by and in
respect of gold producers, movements in US interest and gold lease rates,
fluctuations in the US dollar, movements in stock market indices, speculative
activities and market concerns about peace and stability. If gold prices should
decline below our cash costs of production and remain at such levels for any
sustained period, we could determine that it is not economically feasible to
continue the commercial production of gold.
The following table sets forth the annual high, low and average of the afternoon
gold price fixed by the London Gold Market for the previous five years.
High Low Average
Year US$ US$ US$
-------------------------------------------------------------------
1997 368 281 330
1998 313 273 294
1999 326 253 279
2000 313 264 279
2001 293 256 271
2002 to November 30, 2002 328 278 308
We conduct hedging operations to reduce the risk associated with gold price
volatility, but there is a risk that our hedging strategy will not be
successful.
7
Our hedging operations, which are intended to protect us against falling gold
prices, may cause us to lose the benefit of an increase in the price of gold.
We engage in hedging transactions. We use various types of instruments in our
hedging activities, which include forward sales, options, and lease rate swaps.
We may not fully participate in increases in the spot price of gold on the
portion of our production that is hedged.
The cash flows from and marked-to-market values of our hedge book can be
affected by factors such as the market price of gold, gold price volatility, US
interest rates and gold lease rates, which are not under our control.
Our hedging agreements can be terminated in limited circumstances. This could
require us to make substantial cash payments.
Our hedging transactions are now entitled to continuing margin-free trading
arrangements. Any existing rights to call for margin have been canceled and we
have agreed that, subject to limited exceptions, no new hedging agreements will
benefit from rights to call for margin. If these provisions and others are
breached by us, or if we are no longer in compliance with the hedge policy which
is currently in place or if the hedge policy is amended other than with the
approval of an appropriate majority of our hedge counterparties, then our hedge
counterparties will have a right to terminate their hedging agreements with us.
We cannot assure you that our affairs can be managed to prevent an event in the
future which gives rise to the right of the hedge counterparties to terminate
the hedging agreements.
Our hedging agreements also contain, among other things, events of default and
termination events which could lead to early close-outs of our hedges. These
include failure to pay, breach of the agreement, misrepresentation, default
under our loans or other hedging agreements, bankruptcy, merger without
assumption of our obligations and merger where the creditworthiness of the
resulting, surviving or transferee entity is materially weaker than us. Our
hedging agreements do not make express provisions for who would determine
whether the creditworthiness of the resulting, surviving or transferee entity in
a merger was materially weaker than us or the factors that would be taken into
consideration in such a determination. If we and the relevant hedge counterparty
or counterparties were unable to agree in this respect, the issue would be
decided by a court or arbitrator applying English law.
In the event of an early termination of our hedging agreements, the cash flows
from the affected hedge instruments would cease and we and the relevant hedge
counterparty would settle all of our obligations at that time. In that event,
there could be a lump sum payment to be made either to or by us. The magnitude
and direction of such a payment would depend upon, among other things, the
characteristics of the particular hedge instruments that were terminated and the
market price of gold and gold price volatility, US interest rates and gold lease
rates at the time of termination. If we were required to make a sufficiently
large payment, it could materially adversely affect our financial condition.
If the negative marked-to-market value of the Geita hedgebook exceeds a
specified level, we will not be able to receive any cash from the Geita joint
venture.
Our Geita joint venture also engages in hedging transactions in respect of
production from the Geita mine. This hedging is carried out on a margin-free
basis. However, if at any time the aggregate marked-to-market value of the Geita
hedge book exceeds US$122.9 million (negative), then we will be restricted from
receiving cash from the joint venture until the marked-to-market value reduces
below that threshold. The hedging arrangements also provide for events of
default and termination events which could lead to early close-outs or lead to a
default in Geita's US$135.0 million project finance facility. The threshold of
US$122.9 million will increase during the life of the Geita facility as
principal repayments are made and additional coverage becoming available under
the political risk insurance.
Our reserve estimates may be revised downward in the future, as a result of
re-assessment or because of a fall in the price of gold, which would materially
harm our business.
We have prepared the ore reserve figures presented in accordance with industry
practice. However, these figures are estimates and there is a risk that the
indicated amount of gold might not be recovered. Reserve estimates may require
revisions based on, among other things, actual production experience, changes to
mining methods or processing techniques and changes in costs. Further, a decline
in the market price of gold may render ore reserves containing relatively lower
grades of gold mineralization uneconomical to recover
8
and could ultimately result in a restatement of our reserves. In recent years,
we have restated our reserves as a result of the decrease in the gold price.
There is a risk that we will have to restate our reserve estimates in the future
as a result of further decreases in the gold price or increases in costs. A
downward restatement of reserve estimates could have a negative impact on the
lives of our mines, future production levels which in turn could reduce future
income and our earnings.
Gold exploration is frequently unsuccessful, so we may not be able to discover
and exploit new reserves to replace those we are currently mining.
To maintain gold production into the future beyond the life of the current
reserves or to increase production materially above planned levels, we will be
required to discover further reserves. Exploration for gold is speculative in
nature, involves many risks and frequently is unsuccessful. Any gold exploration
program entails risks relating to the location of economic orebodies, the
development of appropriate metallurgical processes, the receipt of necessary
governmental permits and the construction of mining and processing facilities at
any site chosen for mining. There is a risk that our exploration efforts will
not result in the discovery of gold mineralization or that any mineralization
discovered will not result in an increase of our reserves. If we develop our
reserves, it can take a number of years and substantial expenditures from the
initial phases of drilling until production is possible, during which time the
economic feasibility of production may change. There is a risk that we will not
be able to fund future expenditure through debt or equity issues for major
developments to maintain production levels in future years. Our current proven
and probable contained gold reserves as at December 31, 2001 were approximately
26.1 million ounces, prior to making allowance for minority and joint venture
interests. There is a risk that our exploration programs will not result in the
replacement of current production with new reserves, or that our development
programs will not be able to extend the life of our existing mining operations
or result in any new commercial mining operations.
Our mines are subject to environmental and geological risks which could shut
down our operations.
The business of gold mining is subject to risks, including environmental hazards
(which could occur, for example, on the collapse of a tailings dam), geological
uncertainties and operating issues (for example, the collapse of a pit wall as
occurred at Obuasi and the collapse of the slope in the pit wall as occurred at
Bibiani), industrial accidents, discharge of toxic chemicals (such as cyanide),
fire, earthquakes and extreme weather conditions. At Obuasi, we are heavily
reliant on the availability of the KMS shaft and to a lesser extent KRS and GCS
shafts. Any serious damage to these shafts or any major mechanical failure would
have a significant impact on our revenues and any repair work could also require
significant expenditure. Any of these hazards could delay production, increase
production costs and result in liability for us.
We may sustain expenses related to mining risks that either exceed the values
of, or are outside the scope of, our current insurance policies.
We insure against certain risks of mining and processing. Our ability to
continue to obtain insurance at an economic price is largely dependent on the
state of the insurance market. Our insurance has monetary limits on the amount
that can be claimed and the deductibles. We may not be able to maintain the
current level of deductibles and may not be able to cover certain types of risk
currently insured. We do not currently insure against non-accidental and some
other environmental liabilities and are not able to obtain insurance for some
movements of bullion. We may become subject to liability for pollution or other
hazards against which we have not insured or cannot insure, including those in
respect of past mining activities. Additionally, a large proportion of our
insurance, including our main Propery and Business Interruption policy, is
placed in, and re-insured with, the African insurance market. These insurers may
not have the same financial resources as our European or American insurers and
so may not be able to pay a large claim in full. Additionally, if a Ghanaian
insurance company was to become insolvent, then due to provisions of the
Ghanaian insurance and insolvency laws, we may not be able to take full
advantage of re-insurance placed in respect of our policies.
Because we use mining contractors, we may face delays or suspensions of mining
activity that are beyond our control.
We use mining contractors to mine and deliver ore to the processing plants at a
number of our mines. We do not own all the mining equipment at these sites. We
may face disruption and incur costs and liabilities in the
9
event any of the mining contractors has financial difficulties or should we
encounter a dispute in renegotiating a mining contract or a delay in replacing
an existing contractor.
Our actual gold production may be below target in any given year as a result of
any one or more of numerous factors beyond our control.
Our gold production in any year will be affected by a number of factors,
including:
o our ability to produce the required tonnages of ore;
o the grade and type of ore available to be mined;
o our ability to control the grade of ore;
o the amenability of the ore to processing methods;
o our ability to obtain the required recovery from processing;
o availability of power;
o disturbances affecting mining and processing (such as industrial strikes,
fire, drought, floods and disturbances in fuel supply); and
o delays in procurement of supplies and equipment and equipment failure.
In the past our annual gold production has been affected by these and other
factors and, as a result, there is a risk that we will not be able to produce at
budgeted levels in any financial year. In particular, a shortage of rainfall may
impact on power supplies and also lead to insufficient water to maintain full
production at our plants. Heavy rainfall, on the other hand, can adversely
impact our heap leach operations, including those at Siguiri. We might also lose
some gold through theft by employees and others. Production could be severely
disrupted by the breakdown of, or where unscheduled maintenance is required on,
certain items of mining or processing equipment.
Our power supplies are unreliable and have on occasion forced us to halt or
curtail activities at our mines.
Substantial portions of our mining operations in Ghana are dependent for their
electricity supply on hydro-electric power supplied by the Volta River
Authority, or VRA, an entity controlled by the Government of Ghana, although we
also have access to VRA electricity supply from a recently constructed smaller
thermal plant. The VRA's principal electricity generating facility is the
Akosombo Dam and during periods of below average inflows from the Volta
reservoir electricity supplies from the Akosombo Dam may be curtailed, as
occurred in 1998. In addition, this electricity supply has been subject to
voltage fluctuations, which can damage our equipment. Other than short-term
stand-by generators, which are not sufficient to allow us to continue mining
operations, we have no means of obtaining alternative power in the event of a
supply shortage from the VRA. The VRA also obtains power from neighboring Cote
d'Ivoire, which has recently experienced some political instability and civil
unrest. These factors may cause interruptions in our power supply or result in
increases in the cost of power even if they do not interrupt supply.
Our mining operations in Guinea and Tanzania are dependent on power supplied by
outside contractors and for supplies of fuel being delivered by road. Our power
supply has been disrupted in the past and we have suffered resulting production
loss as a result of equipment failure. At Geita we entered into agreements under
which Rolls-Royce agreed to supply power to the mine and to sell generators to
Geita and operate them. From inception, the generators proved unreliable,
resulting in disruptions to the Geita operations and causing us to rely on
Rolls-Royce's provision of alternative power generation, at their cost.
AIDS poses risks to us in terms of productivity and costs.
The incidence of AIDS in Africa poses risks to us in terms of potentially
reduced productivity. The exact extent to which our workforce is infected is not
known. Significant increases in the incidence of AIDS infection and AIDS-related
diseases among members of our workforce in the future could adversely impact our
operations and financial condition.
If Ghana's recent political and economic stability ends, our assets may be
nationalized or our business may otherwise be harmed.
We are a Ghanaian company. Our principal operations and headquarters are in
Ghana and a substantial portion of our gold production is mined in Ghana.
Although political conditions in Ghana have been stable in
10
comparison with those in many other African states, it has a history of
instability in both the economy and the political system. Although presidential
and parliamentary elections were conducted under the present constitution in
1992, 1996 and 2000, the possibility that a Ghanaian government may adopt
substantially different policies in the future, which might extend to the
renationalization of privatized assets and the adverse modification of the
regulatory or fiscal regime governing mining companies in Ghana, cannot be ruled
out.
Several other countries in Africa in which we operate are currently politically
and economically unstable, which may result in sudden, unpredictable change that
may be harmful to our business.
Outside Ghana, we are actively engaged in exploration projects throughout Africa
and in mining and exploration projects in Zimbabwe, Tanzania, Guinea and the
Democratic Republic of Congo. These countries may offer relatively high risk of
political and economic instability. In these countries, government policy may be
unpredictable, and the institutions of government may be unstable and may be
subject to rapid and not necessarily peaceful change. Our activities in these
countries might also be adversely affected by any sanctions against the country,
new rules against foreign investors and worker unrest as a result of any
political change. At the moment Zimbabwe is going through substantial political
upheaval and economic difficulties. This upheaval may also affect us in another
way. Over the last year our price realized on the sale of gold from our
Freda-Rebecca mine to the Government of Ghana was substantially higher than the
prevailing market price due to a price support mechanism set by the Government
of Zimbabwe. If this price support mechanism were withdrawn or substantially
reduced, the financial results of our Freda-Rebecca mine would be harmed. Due to
conflict in the Democratic Republic of Congo, we are currently unable to access
our mine site there.
Because several of our mines are located in countries which are either currently
politically unstable, such as Zimbabwe, or which lack a long tradition of
political stability, we face the risk that our property and equipment may be
damaged or destroyed by general civil unrest or by sabotage, whether directed at
us or not.
Any existing or new mining project carried on by us outside Ghana will be
subject to various national and local laws, policies and regulations governing
the prospecting, developing and mining of mineral resources, taxation, exchange
controls, employee relations, health and safety, the environment and other
matters. Any investment by us outside Ghana will also require approval under
Ghanaian exchange control regulations. Any necessary permits, authorizations and
agreements to implement planned projects, to remit monies and to maintain
foreign currency in offshore accounts may not be obtained under conditions or
within time frames that make such plans economical. Also, applicable laws or the
governing political authorities may change, having a material adverse effect on
us.
If current environmental regulations are made more stringent, we may incur
expenses associated with remediation or may be prohibited from mining in some
areas.
The countries in which we operate do not currently have fully developed systems
of environmental regulation. These countries may adopt more stringent
regulations in the future which could adversely affect our operational
flexibility and costs. Additionally, we could be required to provide for
reclamation in the form of a cash deposit or financial guarantee, as we have had
to do at our Ghanaian mines, or new environmental rules could restrict us from
mining certain areas, particularly mining in designated forest areas.
Furthermore, our lenders are increasingly requiring us to comply with higher
international environmental standards and practices.
If labor strikes are held again by our workforce or the workforce of our mining
contractors, our business will be harmed.
We and our mining contractors rely to a large degree on a unionized work force.
In 1999 we experienced strikes at our Obuasi mine, and in 2000 at our
Freda-Rebecca mine, and there is a risk that strikes or other types of conflict
with unions or employees may occur in the future.
Our principal shareholders have substantial control over us, which they may
exercise in their own interests as opposed to those of all shareholders.
Approximately 28.4% of our current issued share capital is held by Lonmin and
approximately 17.3% is held by the Government of Ghana. The Government of Ghana
also has a veto right in respect of some specified
11
changes regarding us. If Lonmin and the Government of Ghana vote in the same
manner on any matter requiring approval of a simple majority of the outstanding
ordinary shares, they will materially influence whether that matter will be
approved or defeated. In addition, Lonmin and the Government of Ghana may be
able to prevent any take-over of us. The interests that the Government of Ghana
may seek to protect may at times differ from those of our other shareholders.
Additionally, through the Ghanaian Mining Law, the Government of Ghana has the
power to object to any person becoming or remaining a "shareholder controller,"
"majority shareholder controller" or an "indirect shareholder controller" of us
if they consider that the public interest would be prejudiced. Relations with
the Government of Ghana were strained during the period of our liquidity crisis
in late 1999 and early 2000. The Government of Ghana has had substantial
influence over and continues to take a keen interest in us.
Following exchange of the MENs and as a result of outstanding put options
entered into by Lonmin with warrantholders who agreed to exercise their warrants
for our ordinary shares, there is a possibility that (if there is no take-up of
rights under the rights issue) Lonmin's shareholding could rise to a maximum of
approximately 39.0%. We have also entered into undertakings with Lonmin
restricting our ability to complete some share issues without shareholder
approval and restricting our ability to effect this rights issue at more than
US$5.40 per share or, if the rights issue is effected at less than US$5.40 per
share, at more than a 5% discount to the then-current market value of an
ordinary share.
Following this rights issue, our directors will only have a maximum of of our
ordinary shares authorized for issuance without the need for prior approval of
our shareholders by means of a special resolution. To pass a special resolution,
it must be approved by holders of three quarters of the shares voted on it.
If we are unable to attract and retain key personnel our business may be harmed.
Our ability to operate our mines and to explore our portfolio of mineral rights
will depend upon the skills and efforts of a small group of management and
technical personnel, including Sam Jonah, our Chief Executive and Group Managing
Director. Factors critical to retaining our present staff and attracting
additional highly qualified personnel include our ability to provide these
individuals with competitive compensation arrangements and other benefits. If we
are not successful in attracting highly qualified individuals in key management
positions, or if we lose any of our key personnel, our business may be harmed.
We do not maintain "key man" life insurance policies on members of our executive
team.
The Ghana Company Law which regulates our activities and the Ghanaian courts
that enforce this law may not yield results predictable by the standards of
English or US law and these results may harm our business.
We are a Ghanaian company and thus regulated by Ghana law and subject to the
jurisdiction of the Courts of Ghana. Although this law is based substantially on
English company law, the decisions of the English Courts may not be followed in
reaching the judgment of an issue in Ghana. In early 2000, a legal action was
commenced against us with a view to a general meeting being convened at short
notice so as to replace the then board of directors; an injunction was also
sought to prevent us from, among other things, entering into a US$100 million
bank financing. Although initial orders made by the Ghanaian High Court to
convene an extraordinary general meeting and the grant of an injunction
prohibiting us from entering into the bank financing were later withdrawn,
rescinded and revoked by the Court, we cannot guarantee that a similar action
might not be brought in the future. In the event that another similar action is
brought, we cannot guarantee you that we will be able to defend it successfully.
If currently pending securities litigation in the US is resolved against us, our
business will be harmed if we are forced to pay substantial sums in compensatory
and punitive damages.
We are subject to litigation, including a consolidated class action lawsuit
pending in the US alleging misstatements and non-disclosures in connection with
SEC filings and other public statements made in 1999 concerning our hedging
program. The plaintiffs are seeking unspecified damages. These matters may
adversely affect our business and financial condition. The outcome of this
litigation may not be known for some time.
12
Our ability to obtain desirable mineral exploration projects in the future will
be adversely affected by competition from other exploration companies.
In conducting our exploration activities, we compete with other mining companies
in connection with the search for and acquisition of properties producing or
possessing the potential to produce gold. Many of these companies have
significantly greater resources than us. Existing or future competition in the
mining industry could materially and adversely affect our prospects for mineral
exploration and success in the future.
We have not paid dividends for the last several years and may not do so in the
future.
We did not pay dividends with respect to the financial years 1999, 2000 or 2001,
and we currently have a substantial deficit on distributable reserves. In light
of this deficit, we do not anticipate paying dividends for the foreseeable
future.
In some cases, The Bank of New York may not make subsequent rights offerings or
other distributions to GDS holders.
If we make a subsequent rights offering to holders of securities, The Bank of
New York may make these rights available to you after we instruct it to do so
and provide it with evidence that it is legal to do so. If we fail to do this
and The Bank of New York determines that it is impractical to sell the rights,
it may allow these rights to lapse. In that case, you may receive no value for
them.
Additionally, The Bank of New York is not responsible if it decides that it is
unlawful or impractical to make a distribution available to any GDS holder and
we have no obligation to take any other action to permit a distribution. This
means that you may not receive the distribution we make on ordinary shares or
any value for it if it is illegal or impractical for us to make them available
to you.
The consolidated net tangible book value of each ordinary share is substantially
lower than the rights offering price.
The rights offering price is substantially higher than the consolidated net
tangible book value per share after this rights offering. If you purchase our
ordinary shares in this rights offering, you will experience immediate and
substantial dilution in consolidated tangible book value per share with regard
to your new investment. The ordinary shares owned by existing shareholders will
receive an increase in the consolidated net tangible book value per share. Based
on the rights offering price of US$ per share, the dilution to investors in
this rights offering will be approximately US$ per share.
It may be difficult for you to effect service of process and enforce legal
judgments against us or our affiliates.
We are incorporated in Ghana and our directors and senior executives other than
two non-executive directors are not residents of the United States. Virtually
all of our assets and the assets of those persons are located outside the United
States. As a result, it may not be possible for you to effect service of process
within the United States upon those persons or us, although we have submitted to
the jurisdiction of New York State and the United States federal courts sitting
in New York City.
The principal statute governing proceedings before the Ghanaian courts is the
Courts Act, 1993, which includes provisions relating to the enforcement of
foreign judgments in Ghana. Under the Courts Act, it is possible to enforce a
judgment obtained outside Ghana if, among other things, the courts of the
country in which the judgment was given have been specifically recognized for
the purposes of the Courts Act. The courts of the United States are not
recognized for the purposes of the Courts Act. Apart from the legislative
provisions, at common law a judgment obtained outside Ghana, not registrable
under the Courts Act, may be enforced by bringing an action in Ghana based on
that judgment. In that case, the right to bring the action would not depend on
whether or not the foreign court in which the judgement was given has been
specifically recognized under the Courts Act. However, we have been advised by
our Ghanaian counsel that the Ghanaian courts would not directly enforce any
judgment obtained before a court in the United States. A separate action must be
brought before the Ghanaian courts in order to give effect to a United States
judgement. Furthermore, it is doubtful whether you could bring an original
action based on United States Federal securities laws in a Ghanaian court.
13
USE OF PROCEEDS
Assuming full take up of the rights offering (other than as to approximately %
of their rights by Lonmin and the Government of Ghana, who have contractually
committed not to take up these rights), we expect the net proceeds to us from
the offering to be a maximum of US$ after deducting estimated offering
expenses of US$ . We plan to use the net proceeds from this offering inititally
to repay borrowings under our new US$200.0 million five year revolving credit
facility dated June 28, 2002 and/or to repay in whole or in part several other
loan facilities under which our subsidiaries Ghanaian-Australian Goldfields
Limited and Teberebie Goldfields Limited are borrowers. On September 30, 2002,
borrowings outstanding under the revolving credit facility were US$157.0
million. We have used these borrowed funds to refinance previously existing
indebtedness. Interest accrues on amounts outstanding under the revolving credit
facility for the first two years at the London Interbank Offer Rate plus 175
basis points (becoming 200 basis points after two years). We would use any
additional net proceeds to finance exploration and development activities and to
fund working capital requirements by re-drawing our revolving credit facility.
We will only receive proceeds, however, to the extent that the share rights and
the GDS rights are exercised or through the sale of new GDSs or new ordinary
shares representing unexercised GDS or share rights.
14
DIVIDENDS
We are continuing to strengthen our financial position. However, we are unable
to consider paying dividends until we have positive reserves on our balance
sheet as determined under Ghanaian law. Our individual company accounts
currently show a substantial deficit. Unless we are able to restructure our
balance sheet, we will not be able to pay dividends in the foreseeable future.
The new ordinary shares and new GDSs, when issued and fully paid, will rank
equally in all respects with the existing ordinary shares and GDSs,
respectively, including the right to receive any dividends or other
distributions made, paid or declared after the date of this prospectus.
15
CAPITALIZATION AND INDEBTEDNESS
The following table sets forth our consolidated capitalization and indebtedness
computed in accordance with UK GAAP, as of September 30, 2002: (i) on an actual
basis and (ii) as adjusted for the rights offering and the application of the
estimated net proceeds of US$ as described above under "Use of Proceeds."
You should read this information in conjunction with "The Rights Offering," "Use
of Proceeds," "Management's Discussion and Analysis of Financial Condition and
Results of Operations" and "Description of Our Share Capital."
As of September 30, 2002
Actual Pro forma
--------------------------------------------------------------------------------
(amounts in US$ millions)
Short-term debt (including current maturities)(1) 6.7
--------------------------------------------------------------------------------
Long-term debt (excluding current maturities)
US$200.0 million revolving credit facility(2), (4) 157.0
Project finance loans(3) 21.8
MENs 75.0
Other loans and overdrafts(1) 12.4
--------------------------------------------------------------------------------
Total long-term debt 266.2
--------------------------------------------------------------------------------
Total debt 272.9
--------------------------------------------------------------------------------
Capital and reserves
Stated capital 588.2
Reserves (171.6)
--------------------------------------------------------------------------------
Equity shareholders' funds 416.6
--------------------------------------------------------------------------------
Total capitalization 689.5
================================================================================
Amounts exclude unamortized issue costs.
Indebtedness excludes our 50% share of the US$113.4 million non-recourse Geita
project finance loan.
Security
(1) Of the short term debt and other loans totaling US$19.1 million, US$6.4
million is secured over certain of our assets.
(2) The lenders under the revolving credit facility, or RCF, have security over
all the hedging contracts entered into by ATS and GTS, gold refining and
purchasing agreements, insurance contracts, gold in transit and bank
accounts.
Security has also been granted over substantially all the assets of Ashanti
Goldfields Company Limited and Ashanti Goldfields (Bibiani) Limited located
in Ghana including the mining leases relating to the Obuasi and Bibiani
mines. We have also agreed to use our best endeavors to give security over
our shares in Cluff Resources Limited, which owns the Geita Mine. In
addition, we have effected a political risk insurance policy, or PRI, of up
to US$131.0 million in relation only to Ghana for the benefit of the
lenders who, prior to the closing of syndication, elected to take the
benefit of PRI.
(3) The project finance loans are secured by fixed and floating charges over
the related project assets.
Guarantees
(4) The RCF is guaranteed jointly and severally by us (as parent), Ashanti
Treasury Services Limited, Geita Treasury Services Limited, Societe Ashanti
Goldfields de Guinee S.A., and Ashanti Goldfields (Bibiani) Limited.
16
DILUTION
Our unaudited consolidated net tangible book value as of September 30, 2002 was
US$416.6 million, or US$3.29 per ordinary share. Consolidated net tangible book
value per share represents the total amount of our consolidated tangible assets
reduced by the amount of our consolidated liabilities and divided by the number
of ordinary shares outstanding on September 30, 2002. Our consolidated net
tangible book value at September 30, 2002 after giving effect to the sale of
ordinary shares, or their GDS equivalents, in this rights offering and
exchange of the MENs at a price of US$ per ordinary share, and after
deducting estimated offering expenses, would be US$ million, or US$
per share. This represents an immediate increase in pro forma net tangible book
value of US$ per ordinary share to existing shareholders and an immediate
dilution of US$ per ordinary share to purchasers of ordinary shares or GDSs
in this offering.
Assuming all existing shareholders exercise 100% of their share or GDS rights
(other than Lonmin and the Government of Ghana in respect of % of their
rights), there will be no dilution per share to existing shareholders.
Dilution per share represents the difference between the price per share to be
paid by new investors for the ordinary shares, or GDS equivalents, sold in this
offering and the pro forma consolidated net tangible book value per share
immediately after this offering and exchange of the MENs. The following table
illustrates this per share dilution:
Price per share in this rights offering
Consolidated net tangible book value per share as of September 30, 2002
Increase in consolidated net tangible book value per share attributable to
investors in this offering
Consolidated net tangible book value per share after this offering
Dilution per share to new purchasers in this offering
The following table presents the differences between the total consideration
paid to us by investors purchasing ordinary shares and GDSs in this offering and
the average price per share paid by shareholders:
Shares Purchased Total Consideration Avg. Price/
Number Percent Amount Percent Share
--------------------------------------------------------------------------------
Shareholders
Investors in this offering
--------------------------------------------------------------------------------
Total
================================================================================
Between January 1, 1998 and the present, our directors and officers acquired our
ordinary shares upon exercise of outstanding share purchase options at a
weighted share purchase option exercise price of US$ .
Existing shareholders who do not subscribe to this offering will experience
dilution. The following table illustrates that dilution for a shareholder
holding 1% of our share capital prior to this offering:
Shareholding prior to this rights offering 1%
Shareholding following this rights offering %
17
THE RIGHTS OFFERING
The discussion that follows is divided into four sections. The first section
concerns subscription by holders of GDSs. The second section concerns
subscription by holders of ordinary shares. The third section concerns exchange
privileges. The last section concerns employee share plans. In this discussion,
unless we state otherwise, references to global depositary securities, or GDSs,
include direct registration statements in respect of those GDSs.
Introduction
We are offering up to new ordinary shares, in the form of new ordinary shares
or new GDSs, in a pre-emptive rights offering to holders of our ordinary shares
on our International Register and holders of our GDSs. The subscription price
per new ordinary share (of no par value) held on our International Register
and per new GDS is US$ .
We will, through our depositary and GDS rights agent, The Bank of New York, make
available to holders of GDSs transferable rights to subscribe for new GDSs. The
Bank of New York will send holders of record of GDSs transferable GDS rights
certificates evidencing GDS rights and instructions relating to the exercise of
these GDS rights. We will send eligible holders of ordinary shares (including
those whose registered addresses are in the United States) a transferable
provisional allotment letter, or PAL, evidencing ordinary share rights. Holders
of GDSs or ordinary shares on , 2003 will be eligible to participate in the
rights offering.
We expect that GDS rights certificates will be sent to holders of record of
GDSs, and PALs will be sent to eligible holders of ordinary shares, on or about
, 2003.
Position of Lonmin and the Government of Ghana
Lonmin and the Government of Ghana have contractually agreed not to take up or
deal in approximately % of the rights offered to them in connection with the
rights issue. Lonmin was issued with US$75.0 million of mandatorily exchangeable
notes, or MENs, in connection with our recent financial restructuring. The
Government of Ghana has a call option in respect of approximately US$28.4
million of those MENs. The MENs will automatically convert into of our
ordinary shares upon completion of the rights issue, at the rights issue price
of US$ . Lonmin and the Government of Ghana agreed at the time of the issue
of the MENs that the MENs represented their entitlements under this rights issue
to the extent that the number of shares offered to them under this offering
equaled the number of shares to be issued to them on exchange of the MENs.
Therefore, as the number of shares offered to Lonmin and the Government of Ghana
under the rights issue (in accordance with their pro rata entitlements) is
slightly larger than the number of shares into which the MENs exchange, Lonmin
and the Government of Ghana are entitled to take up or otherwise deal in
approximately % of their rights issue entitlements.
Subscription by Directors
Our directors intend to take up an aggregate of % of their entitlements to
new ordinary shares in respect of their own beneficial holdings of ordinary
shares.
Rights Offering in Ghana
The rights offering is being extended to holders of ordinary shares on the
Ghanaian (Principal) register by means of a separate prospectus complying with
Ghanaian securities laws. Holders of our shares on such register will also be
sent a separate Ghanaian provisional allotment letter. Neither this document,
nor the PALs or GDS rights certificates, will be sent to such holders. The offer
to holders on the Ghanaian register will differ from this offer in that it will
be made at a fixed price in cedis (the currency of Ghana) referable to the US
dollar offer price. Such fixed price is cedis (which represented US$
on , 2003). The Ghanaian offer will constitute an offer of an aggregate of
ordinary shares and will remain open for days after the offer set
out in this document closes (this is to compensate for timing delays with
distribution of documents in Ghana).
18
Issued share capital
We are offering a total of up to new ordinary shares in the form of
ordinary shares or GDSs. At November 15, 2002, we had 126,893,915 ordinary
shares issued and outstanding and we expect to have a maximum of approximately
ordinary shares issued and outstanding after completion of the rights
offering. (This includes ordinary shares which will be issued on exchange
of the MENs and assumes full take up under the rights offerings other than in
respect of the rights which Lonmin and the Government of Ghana have agreed not
to take up.) This is an expected maximum increase of approximately % based on
the number of our ordinary shares outstanding at , 2003.
19
Subscription by holders of GDSs
This section applies to you if you hold GDSs. If you are a holder of ordinary
shares see "Subscription by Holders of Ordinary Shares" below.
The timetable below lists certain important dates relating to the rights
offering to holders of GDSs, which may be adjusted upon public notice to the
NYSE, the LSE, the GDS rights agent and, where appropriate, to our GDS holders.
All times referred to in this timetable and this section are New York City times
unless stated otherwise.
Record date for GDS rights 12.00am on , 2003
GDS rights certificates sent to eligible GDS holders Commencing on , 2003
GDS ex-rights date 9.30am on , 2003
Trading in GDS rights on the NYSE commences 9.30am on , 2003
Trading in GDS rights on the LSE commences 8.00am on , 2003
London time
Latest time for exchanging GDS rights for share rights 12.00pm on , 2003
Trading in GDS rights on the NYSE ends 5.00pm on , 2003
Trading in GDS rights on the LSE ends Close of Business , 2003
London time
Latest time to complete a transfer of an GDS right on the books
of the GDS rights agent 2.15pm on , 2003
GDS rights expiration date (latest time for acceptance and
payment and delivery of a notice of guaranteed delivery) 3.00pm on , 2003
Latest date for delivery of GDS rights certificate pursuant to a
notice of guaranteed delivery 3.00pm on , 2003
Expected date for evidencing new GDSs Commencing on
or about , 2003
The eligible holders of GDSs may subscribe for new GDSs representing new
ordinary shares as follows:
GDS rights record date
The record date for determining those holders of GDSs who are eligible to
participate in the GDS rights offering is 12.00am on , 2003. This date was
announced on , 2003.
GDS rights certificates
GDS rights are evidenced by transferable GDS rights certificates. The GDS rights
agent, The Bank of New York, will mail the GDS rights certificate together with
a letter of instructions and this prospectus on or about , 2003, to all
holders of record of GDSs.
Every , 2003 GDSs held of record on the GDS rights record date will
entitle the holder to , 2003 GDS rights. The holder of one GDS right is
entitled to subscribe for one new GDS at the GDS subscription price.
The GDS rights are to be issued under the terms of a rights agency agreement
relating to the rights offering between us and The Bank of New York. The Bank of
New York is the GDS rights agent and the depositary for the GDSs. We have filed
copies of both the GDS deposit agreement and the rights agency agreement as
exhibits to this document and copies are available for inspection at the offices
of The Bank of New York at .
If you lose your GDS rights certificate, please call The Bank of New York on
. All other inquiries in relation to the GDS rights certificate or the
rights offering in relation to GDS rights should be addressed to on
.
20
GDS ex-rights date
If you sell or otherwise transfer, or have sold or otherwise transferred, all of
your existing GDSs between 12.00am on , 2003 and 9.30am on , 2003,
(the GDS ex-rights date), you will not be entitled to participate in the GDS
rights offering. The purchaser or transferee of your GDSs between 12.00am on
, 2003 and 9.30am on , 2003 is entitled to participate in the rights
offering in your place. Therefore, please send this document and accompanying
documentation immediately to the purchaser or transferee or to the bank, broker
or other agent through whom you sell or transfer, or have sold or transferred,
your GDSs for delivery to the purchaser or transferee.
GDS rights agent
The Bank of New York, the depositary for our GDSs, is acting as GDS rights agent
to accept subscriptions for new GDSs.
Fractional entitlements
The GDS rights agent will not allot GDS rights for fractions of new GDSs in
making the initial allocations of GDS rights. These fractional GDS rights will
be aggregated and the new GDSs or new ordinary shares underlying these GDS
rights will be sold in the market through an arrangement with . If the
GDSs/ordinary shares are sold at a price which, net of the expenses of sale,
including any tax, is above the ordinary share subscription price, any premium
will be paid to the GDS rights agent. The GDS rights agent will forward such
premium for payment to each GDS holder entitled to the proceeds from such sale.
GDS subscription price
You will need to pay the GDS rights agent the GDS subscription price of US$
for each new GDS that you wish to subscribe for. For information on how to pay,
see "Procedure for exercising GDS rights" below.
Procedure for exercising GDS rights
The exercise of GDS rights is irrevocable and may not be canceled or modified.
You may exercise your GDS rights as follows:
Subscription by DTC participants:
If you hold GDS rights through The Depositary Trust Company, or DTC, you can
exercise your GDS rights by delivering completed subscription instructions for
new GDSs through DTC's PSOP Function on the "agent subscriptions over PTS"
procedure and instructing DTC to charge your applicable DTC account for the GDS
subscription payment for the new GDSs and to deliver such amount to the GDS
rights agent. DTC must receive the subscription instructions and the payment of
the GDS subscription payment for the new GDSs by the GDS rights expiration date.
Subscription by registered GDS holders:
If you are a registered holder of GDSs, you can exercise your GDS rights by
delivering to the GDS rights agent a properly completed GDS rights certificate
and paying in full the subscription payment for the new GDSs. You may make such
payment by certified check or bank draft, payable to "The Bank of New York", as
GDS rights agent.
21
The properly completed GDS rights certificate and payment should be delivered
to:
By Mail: By Hand or Overnight Courier:
The Bank of New York The Bank of New York
Tender & Exchange Dept. Tender & Exchange Dept.
P.O. Box 11248 10 Barclay Street
Church Street Station New York, NY 10286
New York, NY 10286-1248
For additional information, contact:
The Bank of New York
by telephone (800-507-9357) or
by fax (973-247-4077)
The GDS rights agent must receive the GDS rights certificate and payment of the
GDS subscription price on or before the GDS rights expiration date. Deposit in
the mail will not constitute delivery to the GDS rights agent. The GDS rights
agent has discretion to refuse to accept any improperly completed or unexecuted
GDS rights certificate.
Subscription by beneficial owners:
If you are a beneficial owner of GDSs and wish to subscribe for new GDSs, but
are neither a registered holder of GDSs nor a DTC participant, you should timely
contact the securities intermediary through which you hold GDS rights to arrange
for their exercise and to arrange for payment of the GDS subscription payment in
US dollars.
The GDS rights agent will determine all questions about the timeliness,
validity, form and eligibility of exercising GDS rights. We, in our sole
discretion, may waive any defect or irregularity, or permit you to correct a
defect or irregularity within the time we determine. GDS rights certificates
will not be considered received or accepted until we have waived all
irregularities or you have cured them in time. Neither we nor the GDS rights
agent has to notify you of any defect or irregularity in submitting GDS rights
certificates. We and the GDS rights agent will not incur any liability for
failing to do so.
You will elect the method of delivering GDS rights certificates and notices of
guaranteed delivery and paying the subscription price to the GDS rights agent,
and you will bear any risk associated with it. If you send GDS rights
certificates, notices of guaranteed delivery or payments by mail, you should use
registered mail, properly insured, with return receipt requested, and allow
sufficient time to ensure delivery to the GDS rights agent and clearance of
payment before the appropriate time.
Guaranteed delivery procedures
If you desire to subscribe, but time will not permit your GDS certificate to
reach the GDS rights agent before the time the GDS rights expire, you may still
subscribe if, at or before the GDS rights expiration date, the GDS rights agent
has received a properly completed and signed notice of guaranteed delivery,
substantially in the form provided with the instructions distributed with the
GDS rights certificates, from a financial institution that is a participant in
the Securities Transfer Agents Medallion Program, or STAMP, the Stock Exchange
Medallion Program, or SEMP, or the New York Stock Exchange Inc. Medallion
Signature Program, or MSP. These institutions are commonly referred to as
eligible institutions. Most banks, savings and loan associations and brokerage
houses are participants in these programs and therefore are eligible
institutions. The GDS rights agent must also receive payment in good funds of
the GDS subscription payment on or before the GDS rights expiration date. The
notice of guaranteed delivery must state your name and the number of new GDSs
you are subscribing for and must irrevocably guarantee that the GDS rights
certificate will be:
o properly completed and signed, and
o delivered by one of the financial institutions listed above to the GDS
rights agent before 3.00pm (New York City time) on , 2003.
22
You may deliver the notice of guaranteed delivery by hand, transmit it by
facsimile or mail it to the GDS rights agent. If you hold your GDS rights
through DTC, your DTC participant must deliver the notice of guaranteed delivery
to the GDS rights agent through DTC's confirmation system. If the financial
institution fails to deliver a properly completed and signed GDS rights
certificate before 3.00pm on , 2003, the GDS rights agent will refund to
you the total GDS subscription payment you paid to the GDS rights agent, without
interest, after deducting any loss and expenses it incurred from the failed
guarantee.
GDS rights expiration date
GDS rights will expire at 3.00pm on , 2003. If unexercised, your GDS
rights will be void but you may receive net proceeds from the sale of the new
GDSs or new ordinary shares representing your unexercised GDS rights as
described below.
Dealings in GDS rights
We expect dealings on the NYSE and the LSE in the GDS rights to commence on ,
2003.
Transfer and partial exercise of GDS rights
GDS rights may be exercised, sold, transferred or assigned to others. GDS rights
may be bought or sold on the NYSE until 5.00pm (New York time) on , 2003
and on the LSE until close of business London time on , 2003, or through
banks or brokers until close of business (London time) on , 2003.
If you wish to subscribe for a portion of your new GDSs or to transfer a portion
of your GDS rights to more than one person, you must follow the instructions
that will be included with your GDS rights certificate.
Non-US and non-UK holders of GDSs
Due to restrictions under the securities laws of Australia, France, Japan,
Ghana, Zimbabwe and South Africa, no prospectus or GDS rights certificate in
relation to new GDSs will be sent to GDS holders with registered addresses in
Australia, France, Japan, Ghana, Zimbabwe or South Africa. In addition, the new
GDSs may not be transferred or sold to or delivered in any of these countries.
Accordingly, no offer of new GDSs is being made under this prospectus to GDS
holders with registered addresses in Australia, France, Japan, Ghana, Zimbabwe
or South Africa, and these GDS holders will be treated as unexercizing holders
and thus will endeavor to procure, on behalf of such holders, subscribers
for the new GDSs or the new ordinary shares underlying the new GDSs. Copies
of the prospectus received by any of these GDS holders are for their information
only.
Unexercised GDS rights
If an entitlement to new GDSs is not validly taken up by 3.00pm on , 2003,
that entitlement to new GDSs will be deemed to have been declined and will
lapse. will use reasonable endeavors to procure, on behalf of the
non-exercising holders, by not later than 4.30pm, London time, on , 2003,
subscribers for the new GDSs or the new ordinary shares underlying the new GDSs,
at a price at least equal to the subscription price per new ordinary share, plus
costs of sale, including any taxes.
New GDSs or new ordinary shares for which subscribers are procured on this basis
will be allotted to those subscribers. GDS holders who do not exercise all or
part of their rights will be entitled to receive only the aggregate premium, if
any, of the amount paid by the subscribers after deducting the GDS subscription
price and the expenses of procuring the subscribers (including any tax). The
aggregate premium will be paid (without interest) to those persons entitled to
it in proportion to the relevant lapsed GDS rights.
Any transactions undertaken pursuant to unexercised GDS rights will be deemed to
have been undertaken at the request of the persons whose rights have lapsed.
None of , the GDS depositary, the GDS rights agent, ourselves or any other
person procuring new subscribers will be responsible for any loss arising from
the terms or timing of the subscription or the failure to procure subscribers on
the basis described above. Checks for the amount due will be sent at the risk of
the entitled person(s) to their registered addresses (the registered address of
the first named in the case of joint holders).
o may cease to use reasonable endeavors to procure subscribers as described
above at any time after 9.30am, London time, on , 2003 if, in its
opinion, there is no reasonable likelihood that any
23
subscribers could be procured on the basis described above at a price at
least equal to the subscription price per share, plus costs of sale, by not
later than 4.30pm, London time, on , 2003.
o does not have any liability to you if new GDSs or new ordinary shares
representing unexercised GDS rights are not sold, or with respect to the
price at which they may be sold.
Delivery of GDSs
The depositary will be credited with fully paid rights to receive ordinary
shares representing your entitlement to new GDSs on or about , 2003. The
depositary will then provide you with new GDSs as soon as practicable
thereafter, provided that your payment of the GDS subscription price has
cleared.
We will announce the results of the rights issue, including the number of new
securities taken up and the results of any sale of any unexercised rights, by
,2003.
Ranking
The new GDSs, when issued and fully paid, will rank equally in all respects with
existing issued GDSs, including the right to receive dividends or other
distributions made, paid or declared after the date of this prospectus.
The Information Agent and GDS Holder Helpline
is acting as information agent for the rights offering. If you have any
questions about the offering of GDS rights, please telephone at
. This helpline is available from 8.30am to 11.00pm, Monday to
Friday.
Please note that this helpline will only be able to provide you with information
contained in this prospectus, and will not be able to give advice on the merits
of the rights offering or to provide financial or investment advice.
24
Subscription by holders of Ordinary Shares
This section applies to you if you hold ordinary shares and not GDSs.
The timetable below lists certain important dates relating to the offering to
holders of ordinary shares, which may be adjusted upon public notice to the UK
Listing Authority and to the LSE.
All times referred to in this timetable and this section are London times unless
stated otherwise.
Record date for ordinary share rights 5.00 pm on , 2003
Mailing of PALs , 2003
Ordinary share ex-rights date 8.00am on , 2003
Dealings in nil paid rights on the LSE expected to commence 8.00am on , 2003
Latest time and date for exchanging a share right for an GDS
right 5.00pm on , 2003
Latest time and date for splitting PALs 10.00am on , 2003
Dealings in nil paid rights on the LSE ends Close of , 2003
business on
Dealings in fully paid rights on the LSE expected to commence 8.00am on , 2003
Ordinary share rights expiration date (latest time and date for
acceptance and payment in full) 10.00am on , 2003
Expected date for mailing of definitive certificates for new
ordinary shares By , 2003
The eligible holders of ordinary shares may subscribe for new ordinary shares as
follows:
Ordinary share rights record date
The record date for determining which holders of ordinary shares are eligible to
participate in the rights offering is 5.00pm on , 2003. This date was
announced on , 2003.
PALs
Nil paid rights are evidenced by transferable provisional allotment letters, or
PALs, which we will mail, together with this prospectus, to shareholders
eligible to participate in the rights offering. Every ordinary shares held on
the share rights record date will entitle the holder to ordinary share
rights.
All inquiries in relation to the PALs or the rights offering in relation to
share rights should be addressed to . If you lose your PAL, please call on
, who will refer you, as necessary, to the shareholder helpline in the United
Kingdom or the United States.
In the event there is a discrepancy between the terms of your PAL and this
prospectus, you should refer to your PAL.
Ordinary share ex-rights date
If you sell or otherwise transfer, or have sold or otherwise transferred all of
your existing ordinary shares between 5.00pm on , 2003 and 8.00am on , 2003
(the ordinary share ex-rights date), you will not be entitled to participate in
the rights offering. The purchaser or transferee of your ordinary shares between
5.00pm on , 2003 and 8.00am on , 2003 is entitled to participate in the
rights offering in your place. Therefore, please send this prospectus together
with any accompanying PAL (with Form X completed), immediately to the purchaser
or transferee or to the bank, broker or other agent through whom you sell or
transfer, or have sold or transferred, your ordinary shares, for delivery to the
purchaser or transferee.
Fractional entitlements
We will not issue fractions of new ordinary shares to holders of ordinary
shares. The number of new ordinary shares available to holders of ordinary
shares eligible to participate in the offering will be rounded down to
25
the nearest whole number of new ordinary shares. We have made arrangements to
aggregate and sell, on our behalf, any fractions of new ordinary shares (or GDSs
representing such fractions of new ordinary shares). Any proceeds received from
such sale will be retained for our benefit.
Ordinary share subscription price
The ordinary share subscription price is US$ per new ordinary share.
Ordinary share rights expiration date
Ordinary share rights will expire at 10.00am on , 2003. If you do not exercise
your ordinary share rights by that time, you will not be able to take up new
ordinary shares but you may receive proceeds from the sale of the new ordinary
shares or GDSs attributable to your unexercised ordinary share rights.
Procedure for exercising share rights
The PAL will explain how to accept and pay for the new ordinary shares if you
wish to take up part or all of your rights. To subscribe in whole or in part,
you should send the PAL in accordance with its instructions, together with the
full amount payable, as described below:
By Mail Or By Hand By Hand Only
During Normal Business Hours OR During Normal Business Hours
to our Receiving Agent to our Receiving Agent
The PAL must be received no later than 10.00am on , 2003. If payment is not
received in full by 10.00am on , 2003, the provisional allotment will be
deemed to have been declined and will lapse.
We may, in our sole discretion, treat a PAL as valid and binding even if it is
not submitted complete or in accordance with the relevant instructions or not
accompanied by a valid power of attorney, where required. In addition, we
reserve the right, but shall not be obliged, to treat as valid (1) PALs and
accompanying payments which are received through the post not later than 10.00am
on , 2003 (the cover bearing a legible postmark not later than 10.00am on ,
2003) and (2) applications in respect of which payments are received prior to
10.00am on , 2003 from an authorized person, as defined in Section 31(2) of
the UK Financial Services and Market Act 2000, specifying the number of new
ordinary shares to be acquired and undertaking to submit the relevant PAL duly
completed in due course.
If you have any further questions about completing the PAL, you may call at .
All subscription payments must be in US$ and you should make your check or bank
draft payable to "Capita IRG plc, New Issues re Ashanti Goldfields Company
Limited" and crossed "A/C payee only." Checks or bank drafts must be drawn on a
US$ account at a bank or building society or branch of a bank or building
society in the United States or the United Kingdom that falls into one of the
following categories:
o is a settlement member of the Cheque and Credit Clearing Company Limited or
the CHAPS Clearing Company Limited; or
o is a member of either of the committees of the Scottish or Belfast Clearing
Houses; or
o has arranged for its checks and bank drafts to be cleared through the
facilities provided by any of the companies or committees above.
In all cases, the checks or bank drafts must bear the appropriate sort code in
the top right hand corner. Checks or bank drafts will be presented for payment
upon receipt. We reserve the right to instruct Capita IRG plc to seek special
clearance of checks or bank drafts to allow us to obtain the payments at the
earliest opportunity. We will not pay interest if your payment is made early.
Checks not honored on first presentation may be treated as invalid acceptances.
26
Dealings in nil paid rights
We expect dealings on the LSE in nil paid rights to commence at 8.00am on ,
2003. Nil paid rights represent your entitlement to purchase new ordinary
shares, subject to your paying for them, in accordance with the terms of the
rights offering.
You can transfer nil paid rights by transferring your PAL in accordance with the
instructions printed on it and delivering the PAL to the transferee. We expect
dealings in nil paid rights to end on , 2003.
Dealings in fully paid rights
Once you have accepted the allotment of new ordinary shares allocated to you and
paid in accordance with the applicable requirements, you will be able to deal in
the fully paid rights. We expect dealings on the LSE in fully paid rights to
commence by 8.00am on , 2003. A transfer of fully paid rights can be made by
transferring your fully paid PAL in accordance with the instructions printed on
it and delivering the PAL to Capita IRG plc at the above addresses by not later
than 10.00am on , 2003. However, fully paid PALs will not be returned to
subscribers unless such return is requested by ticking Box 4 on page 1 of the
PAL. For further information regarding renunciation and transfer of fully paid
rights, see the instructions printed on the PAL.
Transfer and partial exercise of PALs
You may transfer your share rights by properly executing your PAL in accordance
with its instructions and delivering the PAL to the transferee.
If you wish to subscribe for only a portion of the new ordinary shares
represented by your share rights or to transfer a portion of your share rights
to one or more people, which we refer to as "splitting", you must first apply
for split PALs by completing Form X on page 4 of the PAL and returning it to
Capita IRG plc at the above addresses by 10.00am on , 2003. If you wish only
to take up some of your rights, but not sell the rest yourself, you should also
follow the procedure to apply for split PALs. The last time for splitting a PAL
is 10.00am on 2003.
Purchase and sale of share rights and new ordinary shares
Share rights may be exercised, sold or transferred to others in accordance with
the terms of the PAL. New ordinary shares may be bought or sold through banks or
brokers and will be traded on the LSE and the GSE.
Your exercise of share rights is irrevocable and may not be canceled or
modified.
Ashanti Depositary Interests
The rights offering will be processed entirely outside CREST. Accordingly, those
shareholders who hold ordinary shares as Ashanti Depositary Interests will
receive a PAL in respect of the underlying shares. Those shareholders who hold
ordinary shares both in certificated form and also in the form of Ashanti
Depositary Interests will be sent a separate PAL in respect of each holding. The
new ordinary shares will be initially in certificated form. Any person wishing
to hold his new ordinary shares as Ashanti Depositary Interests following the
rights offering will need to comply with the relevant procedure for the
conversion of such shares into Ashanti Depositary Interests following receipt of
his definitive share certificates.
Unexercised share rights
If an entitlement to new ordinary shares is not validly taken up by 10.00am on
, 2003, that provisional allotment of ordinary shares will be deemed to have
been declined and will lapse. will use reasonable endeavors, on behalf of the
non-exercising holders (other than Lonmin and the Government of Ghana in respect
of % of their entitlements), to procure, by not later than 4.30pm on ,
2003, subscribers for those new ordinary shares (or GDSs representing such new
ordinary shares), at a price at least equal to the subscription price per share,
plus costs of sale, including any taxes.
New ordinary shares or GDSs for which subscribers are procured on this basis
will be re-allotted to those subscribers. Shareholders (other than Lonmin and
the Government of Ghana in respect of % of their entitlements) who do not
exercise part or all of their rights will be entitled to receive only the
aggregate premium, if any, of the amount paid by the subscribers after deducting
the ordinary share subscription price
27
and the expenses of procuring the subscribers (including any tax). The aggregate
premium will be paid (without interest) to those persons entitled to it in
proportion to the relevant lapsed provisional allotments.
Any transactions undertaken pursuant to unexercised share rights will be deemed
to have been undertaken at the request of the persons whose rights have lapsed.
None of us, or any other person procuring new subscribers will be responsible
for any loss arising from the terms or timing of the subscription or the failure
to procure subscribers on the basis described above. Checks for the amount due
will be sent at the risk of the entitled persons to their registered address
(the registered address of the first named in the case of joint holders).
o may cease to use reasonable endeavors to procure subscribers as described
above at any time after 9.30am on , 2003 if, in its opinion, there is no
reasonable likelihood that any subscribers could be procured on the basis
described above at a price at least equal to the subscription price per
share, plus costs of sale, by not later than 4.30pm on , 2003.
o does not have any liability to you if new ordinary shares or new GDSs
representing unexercised share rights are not sold, or with respect to the
price at which they may be sold.
Ranking
When issued and fully paid, new ordinary shares will rank equally in all
respects with existing issued ordinary shares including the right to receive all
dividends or distributions made, paid, or declared after the date of this
prospectus.
Money Laundering Regulations
If the value of your subscription exceeds US$ (or is one of a series of linked
subscriptions, the aggregate value of which exceeds that amount) and either you
do not pay by a check drawn on an account in your own name and/or the account
from which payment is to be made is not held within an institution that is
authorized in the United Kingdom by the Financial Services Authority under the
UK Financial Services and Markets Act 2000 or by the Building Societies
Commission under the UK Building Societies Act 1986 or that is a European Union
authorized credit institution, then the verification of identity requirements of
the UK Money Laundering Regulations 1993, or the Money Laundering Regulations,
will apply. Capita IRG plc is entitled to require, at its absolute discretion,
verification of identity from any person submitting a PAL including, without
limitation, any person who appears to Capita IRG plc to be acting on behalf of
some other person. Submission of a PAL will constitute a warranty and
undertaking by you to provide promptly to Capita IRG plc such information as may
be specified by Capita IRG plc as being required for the purpose of the
applicable money laundering regulations. Pending the provision of evidence
satisfactory to Capita IRG plc as to identity, Capita IRG plc may retain a PAL
lodged by you for new ordinary shares and/or the check, bank draft or other
remittance relating to it and/or not enter the new ordinary shares to which it
relates on the register of members or issue any share certificate in respect of
them. If satisfactory evidence of identity has not been provided within a
reasonable time, then the acceptance will not be valid but will be without
prejudice to our right to take proceedings to recover any loss suffered by us as
a result of your failure to provide satisfactory evidence. In that case, the
monies (without interest) will be returned to the bank or building society
account from which payment was made.
The following guidance is provided in order to reduce the likelihood of
difficulties, delays and potential rejection of an application (but does not
limit the right of Capita IRG plc to require verification of identity as stated
above).
o You are urged if possible to make your payment by your own check. If this
is not practicable and you use a check drawn by a building society or other
third party or a bank draft, you should:
(i) write your name and address on the back of the building society check,
bank draft or other third party check and, in the case of an
individual record your date of birth against your name; and
(ii) if a building society check or bank draft is used, ask the building
society or bank to print on the check your full name and account
number of the person whose building society or bank account is being
debited or to write those details on the back of the check and add
their stamp.
28
o If an application is delivered by hand you should ensure that you have with
you evidence of identity bearing your photograph, for example, a valid full
passport.
If you are making an application as agent for one or more persons and you are
not a UK or European Union regulated person or institution (e.g. a UK financial
institution), irrespective of the value of the application, Capita IRG plc is
obliged to take reasonable measures to establish the identity of the person or
persons on whose behalf the application is being made. Applicants making an
application as agent should specify on the PAL if they are a UK or European
Union regulated person or institution.
Delivery of new ordinary shares
We expect to dispatch all definitive certificates for new ordinary shares
subscribed for pursuant to the exercise of ordinary share rights by , 2003.
After such dispatch, PALs will cease to be valid for any purpose whatsoever. No
temporary documents of title will be issued and, pending dispatch of definitive
share certificates, instruments of transfer will be certified by Capita IRG plc
against the register.
We will announce the result of the rights issue, including the number of new
securities taken up and the results of any sale of unexercised rights, by ,
2003.
Non-US and non-UK holders of ordinary shares
Due to restrictions under the securities laws of Australia, France, Japan,
Ghana, Zimbabwe and South Africa, no prospectus or PAL in relation to the new
ordinary shares will be sent to shareholders with registered addresses in
Australia, France, Japan, Ghana, Zimbabwe or South Africa. In addition, the new
ordinary shares may not be transferred or sold to or delivered in any of these
countries. Accordingly, no offer of new ordinary shares is being made under this
prospectus to our shareholders with registered addresses in Australia, France,
Japan, Ghana, Zimbabwe or South Africa, and these shareholders will be treated
as unexercizing holders and thus will endeavor to procure, on behalf of such
holders, subscribers for the new ordinary shares or GDSs representing new
ordinary shares. Copies of the prospectus received by any of these shareholders
are for their information only.
Shareholder Helpline
If you are a holder of ordinary shares and you have any questions on the
offering of share rights, please phone on . This helpline is available
from am to pm, Monday to Friday.
Please note that the helpline will only be able to provide you with information
contained in this prospectus and will not be able to give advice on the merits
of the rights offering or to provide financial advice.
29
Exchange privilege
If you deliver a GDS rights certificate or a PAL pursuant to the exchange
privilege, you must pay any associated taxes or levies.
Exchange of GDS rights for ordinary share rights
At any time prior to 12.00pm, New York City time, on , 2003, you may
surrender a GDS rights certificate representing GDS rights to the GDS rights
agent either by hand, courier or mail to The Bank of New York at ,
Attention: . No surrender will be deemed received by the GDS rights agent
until it is by actually received it at the above address. You or your assignee
will receive a PAL from Capita IRG plc. Your PAL will represent the right to
subscribe for the appropriate number of new ordinary shares at the subscription
price for new ordinary shares.
Exchange of ordinary share rights for GDS rights
At any time prior to 12.00pm, New York City time, on , 2003, you may surrender
to the GDS rights agent a PAL representing any amount of rights to subscribe for
new ordinary shares. The GDS rights agent will then deliver to you or your
broker, agent or assignee, GDS rights representing the right to subscribe for
the appropriate number of new GDSs at the GDS subscription price.
30
Share plans
The AGC Senior Management Share Option Scheme
Options granted under this plan will (subject to any local legal restrictions)
be adjusted so that the number of ordinary shares in respect of which they may
be exercised and the price at which those ordinary shares may be acquired takes
account of the rights offering.
In addition, the class and/or number of shares which may be issued under this
plan shall also be adjusted to take account of the rights offering. Any such
adjustments shall be made by the Management, Development and Remuneration
Committee and the plan provides that these adjustments are subject to written
confirmation from our auditors that they are fair and reasonable.
The AGC 1994 Employee Share Scheme
The net proceeds of the sale, nil paid, of the rights attributable to the
trustee in respect of a participant's award shall either (at the trustee's
election):
o be retained in cash and invested in an interest-bearing account which will
then be transferred to the awardholder when the award vests; or
o be invested in ordinary shares which will form part of the awardholder's
award and will be deemed to have been awarded to him when his award was
first made.
The Ashanti Goldfields Company Limited Bonus Co-Investment Plan
Invested Shares
Participants may instruct the trustee administering awards under this plan in
respect of any rights to acquire new ordinary shares in respect of awards of
invested shares as follows:
o to take up all of the rights, subject to the provision by the participant
to the trustee of the necessary funds; or
o to sell so many of the rights nil paid as will enable the trustee to
acquire the balance of the unsold rights; or
o to sell all of the rights nil paid and re-invest the proceeds of sale in
ordinary shares.
In any case, the trustee shall hold the ordinary shares so acquired as part of
the holding of invested shares to which they relate subject to the rules of this
plan.
Matching Shares
The trustee may decide in its discretion whether to take up, sell or allow to
lapse some or all of the rights granted to it to acquire ordinary shares in
respect of any awards of matching shares. If the trustee decides to take up some
or all of the rights, it shall have discretion as whether to hold the new
ordinary shares acquired as part of the holding of matching shares to which they
relate subject to the same rules as the relevant award of matching shares.
The Ashanti Performance Share Plan
Awards under this plan will be adjusted as the trustee deems to be appropriate.
The plan provides that any of these adjustments are subject to our auditors
confirming in writing that they are fair and reasonable.
31
LISTING AND PRICE HISTORY
Our ordinary shares and/or GDSs are listed on the following international stock
exchanges and trade under the symbols shown:
Ghana AGC
London ASN (shares), ASND (GDSs)
New York ASL
Zimbabwe No symbol
Our shares and GDSs are traded on the London Stock Exchange, or LSE, and the New
York Stock Exchange, or NYSE, by way of a sponsored global depositary receipt,
or GDR, facility with the Bank of New York as depositary. The ratio of our GDSs
to our ordinary shares is 1:1.
On the Zimbabwe Stock Exchange, our shares are also traded by way of a sponsored
Zimbabwe depository receipt, or ZDR, facility. The ratio of ZDRs to our shares
is 100:1.
32
The table below sets forth for the periods indicated, the reported high and low
sales prices for our ordinary shares on the Ghana Stock Exchange.
Cedis per Translated into Average daily
ordinary share US Dollars trading volume
(number of
High Low High Low ordinary shares)
-----------------------------------------------------------------------------------------
Financial Year
1997
January 1 - March 31, 1997 22,500 20,510 11.89 10.84 234
April 1 - June 30, 1997 22,050 21,300 11.30 10.88 185
July 1 - September 30, 1997 22,050 19,900 10.08 9.10 418
October 1 - December 31, 1997 21,100 15,400 9.40 6.85 348
1998
January 1 - March 31, 1998 17,000 16,500 7.42 7.20 564
April 1 - June 30, 1998 18,000 18,000 7.80 7.80 70
July 1 - September 30, 1998 18,000 15,300 7.74 6.58 65
October 1 - December 31, 1998 18,000 16,500 7.73 7.03 150
1999
January 1 - March 31, 1999 19,000 18,000 7.45 7.86 57
April 1 - June 30, 1999 18,700 18,700 7.39 7.39 49
July 1 - September 30, 1999 18,700 18,700 7.00 7.00 --
October 1 - December 31, 1999 18,700 18,700 5.34 5.34 40
2000
January 1 - March 31, 2000 18,700 18,700 4.57 4.57 57
April 1 - June 30, 2000 18,700 18,600 3.46 3.44 6
July 1 - September 30, 2000 18,600 18,600 2.85 2.85 --
October 1 - December 31, 2000 18,600 18,600 2.76 2.69 --
2001
January 1 - March 31, 2001 18,600 18,500 2.67 2.60 2
April 1 - June 30, 2001 18,600 18,500 2.57 2.56 --
July 1 - September 30, 2001 18,800 18,500 2.60 2.57 2,805
October 1 - December 31, 2001 18,800 18,500 2.61 2.57 1,772
2002
January, 2002 18,800 18,800 2.55 2.53 85
February, 2002 18,800 18,800 2.54 2.54 --
March, 2002 18,800 18,800 2.50 2.50 --
April, 2002 18,800 18,800 2.46 2.46 --
May, 2002 18,800 18,800 2.40 2.40 50
June, 2002 18,800 18,800 2.40 2.40 17
July, 2002 18,801 18,800 2.23 2.23 35
August, 2002 18,001 18,001 2.33 2.25 --
September, 2002 18,807 18,801 2.31 2.26 14
October, 2002 18,807 18,801 2.30 2.26 29
-----------------------------------------------------------------------------------------
NOTES:
1. In April 1994, our ordinary shares and GDSs were listed in Ghana and
London. In 1996, our ordinary shares and GDSs were listed in New York, and
our ordinary shares were listed in Australia, Toronto and Zimbabwe. We
delisted from Toronto and Australia in 2002. In 1997, we listed Zimbabwean
depositary receipts on the Zimbabwe Stock Exchange, one hundred of which
represent one ordinary share.
2. The cedi prices have been translated into US dollars using the average of
the buy and sell rates of the Bank of Ghana on the date of each such high
and low amount.
33
Our shares are traded on the NYSE in the form of global depository securities,
or GDSs, which are evidenced by GDRs. Each GDS represents one share. The closing
price of our GDSs on November 15, 2002, was US$5.49 per GDS. The table below
sets forth, for the periods indicated, the reported high and low trading prices
for our GDSs on the NYSE.
Per GDS Average daily
High Low trading volume
Year US$ US$ (number of shares)
------------------------------------------------------------------------------
1997
January 1 - March 31, 1997 15.62 11.87 134,738
April 1 - June 30, 1997 15.25 12.69 114,648
July 1 - September 30, 1997 13.63 11.69 81,733
October 1 - December 31, 1997 11.44 9.50 131,061
1998
January 1 - March 31, 1998 10.00 6.68 120,164
April 1 - June 30, 1998 11.00 7.13 122,166
July 1 - September 30, 1998 9.03 5.03 187,466
October 1 - December 31, 1998 12.00 7.05 164,892
1999
January 1 - March 31, 1999 10.69 7.69 165,249
April 1 - June 30, 1999 9.69 6.69 192,506
July 1 - September 30, 1999 10.13 5.63 186,139
October 1 - December 31, 1999 9.38 2.44 380,128
2000
January 1 - March 31, 2000 3.75 1.63 183,578
April 1 - June 30, 2000 2.56 1.38 71,668
July 1 - September 30, 2000 3.06 1.50 74,890
October 1 - December 31, 2000 2.77 1.56 67,648
2001
January 1 - March 31, 2001 3.05 1.88 45,664
April 1 - June 30, 2001 3.31 1.93 108,537
July 1 - September 30, 2001 4.18 2.99 111,781
October 1 - December 31, 2001 4.25 3.10 49,642
2002
January, 2002 4.10 3.52 123,300
February, 2002 5.02 4.10 267,042
March, 2002 5.45 4.43 198,345
April, 2002 5.37 4.74 183,714
May, 2002 6.45 4.90 337,995
June, 2002 6.39 4.90 240,215
July, 2002 6.11 3.99 330,686
August, 2002 5.29 4.05 255,577
September, 2002 5.99 5.15 460,660
October, 2002 5.91 5.12 288,643
------------------------------------------------------------------------------
34
The table below sets forth the closing midmarket quotations for a GDS as derived
from the Daily Official List as published by the LSE for the first dealing day
in each of the six months prior to the date of this prospectus and for the last
dealing day before the announcement of the rights issue.
Ordinary share price
Date (US$)
--------------------------------------------------------------------------------
August 1, 2002 4.10
September 2, 2002 4.88
October 1, 2002 5.55
November 1, 2002 5.50
December 2, 2002 5.25
January , 2003
January , 2003
35
SELECTED FINANCIAL DATA
The selected consolidated financial data presented below should be read in
conjunction with "Management's Discussion and Analysis of Financial Condition
and Results of Operation" and our historical consolidated financial statements
and the notes to those statements included elsewhere in this prospectus.
The selected consolidated financial data presented below as of December 31,
2001, 2000 and 1999 and for each of the years then-ended, December 31, 2001,
have been derived from our audited consolidated financial statements and the
notes thereto that are included elsewhere in this prospectus. The selected
consolidated financial data presented below as of December 31, 1998 and 1997 and
for the years then-ended December 31, 1998 and 1997 have been derived from our
audited consolidated financial statements and the notes thereto that are not
included in this prospectus. The selected consolidated financial data presented
below does not constitute statutory accounts within the meaning of section 240
of the Companies Act 1985 in the United Kingdom. We prepare our consolidated
financial statements in accordance with UK GAAP, which differs in certain
significant respects from US GAAP.
The selected historical financial data as of September 30, 2002 and for each of
the nine-month periods ended September 30, 2002 and 2001 have been derived from
our unaudited interim financial information included elsewhere in this
prospectus. In the opinion of management, our unaudited September 30, 2002
consolidated financial statements have been prepared on the same basis as our
audited December 31, 2001 consolidated financial statements and include all
adjustments, consisting only of normal recurring adjustments, which management
considers necessary for the fair statement of our financial data as of September
30, 2002 and for the nine-month periods ended September 30, 2002 and 2001. The
consolidated results of operations for the interim periods are not necessarily
indicative of the results to be expected for the entire year, or any future
period.
12 Months 12 Months 12 Months 12 Months
to Dec. 31, to Dec. 31, to Dec. 31, to Dec. 31,
2001 2000 1999 1998
------------------------------------------------------------------------------------------------
(in US$ millions except
dividend and per share numbers)
PROFIT AND LOSS ACCOUNT DATA (1)
Amounts in accordance with UK GAAP:
Group revenue 477.7 582.2 582.1 600.3
Total revenue 554.4 582.2 582.1 600.3
Group operating profit/(loss) 76.6 (126.1) 17.2 90.3
Operating profit/(loss) 96.8 (126.1) 17.2 90.3
Profit/(loss) attributable to
shareholders 62.7 (141.1) (183.9) 40.7
Earnings/(loss) per share (2) 0.56 (1.25) (1.64) 0.37
Diluted earnings/(loss) per share 0.55 (1.79) (1.76) 0.37
Dividends per share - (US$) (3) -- -- -- 0.10
- (cedi) (3) -- -- -- 233
Amounts in accordance with US GAAP:
Revenue 474.5 582.2 582.1 600.3
Operating (loss)/profit 61.4 (407.9) (254.4) (74.2)
Net (loss)/profit before
extraordinary items and cumulative
effect of an accounting change 33.1 (349.1) (336.2) 7.3
Net profit/(loss) before
extraordinary items 65.4 (349.1) (336.2) 7.3
Net profit/(loss) 65.4 (349.1) (335.4) 12.1
Nine Nine
12 Months months to months to
to Dec. 31, Sep. 30, Sep. 30,
1997 2002 (4) 2001
------------------------------------------------------------------------------
(in US$ millions except
dividend and per share numbers)
PROFIT AND LOSS ACCOUNT DATA (1)
Amounts in accordance with UK GAAP:
Group revenue 531.3 352.3 348.8
Total revenue 531.3 419.3 405.6
Group operating profit/(loss) 78.9 44.4 47.7
Operating profit/(loss) 78.9 53.4 65.3
Profit/(loss) attributable to
shareholders 53.7 35.3 37.6
Earnings/(loss) per share (2) 0.50 0.30 0.33
Diluted earnings/(loss) per share 0.50 0.30 0.33
Dividends per share - (US$) (3) 0.325 -- --
- (cedi) (3) 730 -- --
Amounts in accordance with US GAAP:
Revenue 531.3 372.5 350.1
Operating (loss)/profit 58.5 (61.3) (14.2)
Net (loss)/profit before
extraordinary items and cumulative
effect of an accounting change 45.3 (92.2) (47.6)
Net profit/(loss) before
extraordinary items 45.3 (92.2) (15.3)
Net profit/(loss) 48.2 (92.2) (15.3)
36
12 Months 12 Months 12 Months 12 Months
to Dec. 31, to Dec. 31, to Dec. 31, to Dec. 31,
2001 2000 1999 1998
------------------------------------------------------------------------------------------------
(in US$ millions except
dividend and per share numbers)
Earnings per share (US$):
Basic:
Earnings/(loss) per share before
extraordinary items and
cumulative effect of an
accounting change 0.30 (3.11) (3.02) 0.07
Cumulative effect of an
accounting change 0.28 -- -- --
Extraordinary items -- -- 0.01 0.04
Earnings/(loss) per share 0.58 (3.11) (3.01) 0.11
Diluted:
Earnings/(loss) per share
before extraordinary items and
cumulative effect of an accounting
change 0.29 (3.11) (3.02) 0.07
Cumulative effect of an
accounting change 0.28 -- -- --
Extraordinary items -- -- 0.01 0.04
Earnings/(loss) per share 0.57 (3.11) (3.01) 0.11
================================================================================================
Nine Nine
12 Months months to months to
to Dec. 31, Sep. 30, Sep. 30,
1997 2002 (4) 2001
------------------------------------------------------------------------------
(in US$ millions except
dividend and per share numbers)
Earnings per share (US$):
Basic:
Earnings/(loss) per share before
extraordinary items and
cumulative effect of an
accounting change 0.42 (0.79) (0.43)
Cumulative effect of an
accounting change -- -- 0.29
Extraordinary items 0.02 -- --
Earnings/(loss) per share 0.44 (0.79) (0.14)
Diluted:
Earnings/(loss) per share
before extraordinary items and
cumulative effect of an accounting
change 0.42 (0.79) (0.43)
Cumulative effect of an
accounting change -- -- 0.29
Extraordinary items 0.02 -- --
Earnings/(loss) per share 0.44 (0.79) (0.14)
==============================================================================
As of As of As of As of As of As of
Dec. 31, Dec. 31, Dec. 31, Dec. 31, Dec. 31, Sep. 30,
2001 2000 1999 1998 1997 2002 (4)
----------------------------------------------------------------------------------------------------------
(in US$ millions except
dividend and share numbers)
BALANCE SHEET DATA (1)
Amounts in accordance with UK GAAP:
Total assets 890.8 936.2 1,337.4 1,489.3 1,359.3 874.6
Long-term borrowings 300.6 358.5 423.2 414.3 491.5 262.4
Net assets 340.3 278.8 392.3 553.2 521.1 419.0
Equity shareholders' funds 338.3 274.7 391.2 549.4 520.2 416.6
Stated capital 545.2 544.3 544.3 518.6 515.6 588.2
Number of ordinary shares as adjusted
to reflect changes in capital
(million shares) 112.1 112.4 111.4 108.7 108.4 116.8
Amounts in accordance with US GAAP:
Total assets 887.3 878.0 1,560.3 1,876.9 1,821.7 719.0
Long-term borrowings 300.6 358.5 445.2 431.3 487.3 261.1
Net assets 310.5 182.4 528.4 845.9 839.8 217.3
Shareholders' equity 308.5 178.3 527.3 842.1 838.9 214.9
==========================================================================================================
37
NOTES:
(1) Our consolidated financial statements are prepared in accordance with UK
GAAP, which differs in certain significant respects from US GAAP. Details
of the principal differences between UK GAAP and US GAAP relevant to us are
set out in note 31 to our audited consolidated financial statements and in
note 11 to our unaudited interim financial information, which are included
elsewhere in this prospectus.
(2) Based on profit after tax and minority interests and weighted average
number of shares outstanding of 112.1 million shares for the 12 months to
December 31, 2001, 112.4 million for the 12 months to December 31, 2000,
111.4 million for the 12 months to December 31, 1999, 108.7 million for the
12 months to December 31, 1998, 108.4 million for the 12 months to December
31, 1997, 116.8 million for the nine months ended September 30, 2002, and
112.1 million for the nine months ended September 30, 2001.
(3) No interim dividend was paid in respect of the years ended December 31,
2001, 2000, 1999 and 1998 (1997: US$0.125) or the nine-month period ended
September 30, 2002. No final dividend was paid for 2001 (2000: Nil, 1999:
Nil, 1998: US$0.10, 1997: US$0.20). The local currency equivalents have
been converted at the then-prevailing cedi exchange rates.
(4) Amounts shown in accordance with US GAAP as of and for the nine months
ended September 30, 2002 reflect the adoption of SFAS No. 142. The effects
of adoption of SFAS 142 are discussed in note 31 to our consolidated
financial statements and note 11 to our unaudited interim financial
information.
38
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATION
You should read the following discussion and analysis together with our
consolidated financial statements and the interim financial information
including in each case the related notes, appearing elsewhere in this
prospectus.
We are engaged in the mining and processing of gold ores and the exploration and
development of gold properties in Africa and in hedging activities in connection
with our gold production. We have interests in major gold mines in Ghana,
Guinea, Tanzania and Zimbabwe. For the first nine months of 2002, our gold
production was 1.22 million ounces. In 2001, we produced a total of 1.66 million
ounces of gold. As at December 31, 2001, we had proven and probable contained
gold reserves of approximately 26.1 million ounces, before making any allowance
for minority and joint venture interests.
We occupy a position of strategic significance within the Ghanaian economy. We
are a major contributor of foreign exchange earnings to Ghana, Guinea, Tanzania
and Zimbabwe. In addition, we are one of the largest companies listed on the
Ghana Stock Exchange and a major employer, particularly in the Ashanti region of
Ghana.
Our History
In 1897, an English company named Ashanti Goldfields Corporation Limited, or
Ashanti Goldfields, was founded and began to develop a mining concession in the
area of our current operations at Obuasi. Several years later, underground
mining began at the site and has continued to the present. In 1969, Ashanti
Goldfields became a wholly owned subsidiary of Lonrho Plc, now called Lonmin
Plc, or Lonmin, a UK listed company which at that time had interests in mining,
hotels and general trade in Africa. Following the Lonmin acquisition in 1969,
the Government of Ghana acquired 20% of Ashanti Goldfields from Lonmin in
exchange for the Government of Ghana's agreement to extend the term of Ashanti
Goldfields' mining lease over the concession area.
In 1972, the Government of Ghana formed us as a Ghanaian company to take over
the assets, business and functions formerly carried out by Ashanti Goldfields.
The Government of Ghana then held 55% of our outstanding shares, with Lonmin
holding the remaining 45%.
In 1994, as part of its divestiture policy, the Government of Ghana sold part of
its holding in us in a global offering. In connection with that offering, we
were reorganized as a Ghanaian public limited company. As at November 15, 2002,
the Government of Ghana owned approximately 17.3% and Lonmin owned approximately
28.4% of our outstanding shares.
In 1996, we expanded our operations through the acquisition of companies holding
interests in the Ayanfuri, Bibiani, Iduapriem, Siguiri, and Freda-Rebecca
properties, which were already or were subsequently developed as mines, and
acquired an interest in what was then the Geita exploration concession in
Tanzania. In 1998, we acquired SAMAX Gold Inc., the principal asset of which was
the other part of the interest in the Geita exploration concession adjacent to
our existing license area. In 1999 and 2000, we developed the Geita mine and in
2000 sold a 50% equity interest in it to AngloGold Limited. In 2000, we acquired
our interest in the Teberebie mine, which is adjacent to the Iduapriem mine.
Through the period from the end of 1999 to June 2002, commencing with a sharp
rise in the price of gold which led initially to a liquidity crisis, we were
engaged in a process of financial restructuring with our banks, hedge
counterparties and noteholders.
Recent restructuring
In June 2002, we completed a financial restructuring which involved:
o entering into a new enlarged revolving credit facility of US$200
million;
o raising approximately US$41.8 million from the early exercise of 70.3%
of our warrants (which were previously issued to some of our banks and
hedge counterparties and which were exchangeable for our shares);
39
o agreement with our hedge counterparties for continued margin-free
trading; and
o raising US$75.0 million through the issue to our largest shareholder,
Lonmin, of mandatorily exchangeable notes, or MENs, which convert into
our ordinary shares upon the completion of this rights issue.
The Government of Ghana has a call option in respect of approximately US$28.4
million of these MENs. Lonmin and the Government of Ghana have both
contractually agreed that the MENs represent approximately % of their
entitlements under the rights issue and neither party will be exercising or
dealing in this percentage of their rights.
Current trading and prospects
Our total gold production for the year ending December 31, 2002 is expected to
exceed 1.57 million ounces, despite the shortfalls in gold production in the
nine months ended September 30, 2002 at Obuasi and Siguiri.
At Obuasi, the mine's full year production target of 530,000 ounces at a cash
operating cost per ounce of US$190 may be difficult to achieve due to the
shortfall in production in the first nine months of 2002. At
Iduapriem/Teberebie, we expect to start commissioning of the CIL expansion in
the fourth quarter of 2002 and anticipate that it will be completed by the end
of the first quarter of 2003. The Bibiani mine experienced a slope failure on
the western wall of the pit at the beginning of the fourth quarter of 2002. This
is not expected to impact gold production materially but will add approximately
US$3 million to costs for the period until the end of the first quarter of 2003.
At Siguiri, we have completed a feasibility study to assess the viability of
converting the mine's processing plant to a hybrid combining CIP and heap leach
and made a decision to proceed with the development project. It is scheduled to
be completed in the first quarter of 2004. At the Geita mine, we anticipate that
production will be lower for the three quarters beginning October 1, 2002, due
to lower mined grades as waste stripping continues in cut 3 at Nyankanga.
Impact of sale of 50% interest in Geita
In December 2000, we sold 50% of our interest in the Geita joint venture to
AngloGold Limited for US$335 million (including US$130 million from the project
financing loan). The cash received from this disposal enabled us to restructure
our balance sheet and repay some of our loans. The impact of the disposal is
that we will now only share in 50% of the profits and surplus cash flows from
Geita and we have a joint venture partner who will share the cost of funding any
further Geita expansion projects.
General
We earn all of our revenues in US dollars and the majority of our transactions
and costs are denominated in US dollars or based on US dollars. We also have
cedi and other currency denominated costs, primarily wages and local material
purchases.
Impact of economic and political environment in main countries in which we
operate
Our current significant operations are primarily located in Ghana, Tanzania and
Guinea, and are therefore subject to various economic, fiscal, monetary and
political factors that affect companies operating in Ghana, Tanzania and Guinea,
as discussed elsewhere in this prospectus.
Changes in Accounting Policy
We adopted Statement of Financial Accounting Standards, or SFAS, No. 142,
Goodwill and Other Intangible Assets, or SFAS 142, with effect from January 1,
2002. SFAS 142 requires that goodwill and other intangible assets that have an
indefinite useful life no longer be amortized but rather be tested at least
annually for impairment. SFAS 142 also required us to perform a transitional
assessment of whether there is an indication that goodwill was impaired at the
date of initial application, January 1, 2002. We are also required to review
other intangible assets for impairment and to reassess the useful lives of such
assets and make necessary adjustments. No write-down of goodwill has been made
following the completion of the transitional impairment test. Pro forma
disclosures of the effects of SFAS 142 in comparative periods are provided in
note 31 to our consolidated financial statements and in note 11 to our interim
financial information, included elsewhere in this filing.
40
We adopted SFAS No. 144, "Accounting for the Impairment or Disposal of
Long-Lived Assets," or SFAS 144, effective January 1, 2002. SFAS 144 establishes
a single accounting model, based on the framework established in SFAS No. 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
Be Disposed Of," or SFAS 121, for long-lived assets to be disposed of by sale,
resolves significant implementation issues related to SFAS 121 and establishes
new rules for reporting of discontinued operations. We did not recognize any
impairments as a result of the adoption of SFAS 144.
Recent Accounting Pronoucements
In August 2001, the Financial Accounting Standards Board issued SFAS No. 143,
Accounting for Asset Retirement Obligations, or SFAS 143, which is effective for
financial statements issued for fiscal years beginning after June 15, 2002. The
pronouncement addresses the recognition and remeasurement of obligations
associated with the retirement of a tangible long-lived asset. We are currently
reviewing this statement to determine its impact on future financial statements.
In April 2002, the FASB issued SFAS No. 145, Rescission of FASB Statements No.
4, 44 and 64, Amendment of FASB Statement No. 13, and Technical Corrections.
SFAS 145 updates, clarifies and simplifies existing accounting pronouncements.
While the technical corrections to existing pronouncements are not substantive
in nature, in some instances, they may change accounting effective for
transactions occurring after May 15, 2002. All other provisions of this standard
must be applied for financial statements issued on or after May 15, 2002, with
early application encouraged. We do not believe the adoption of SFAS 145 will
have a material impact on our financial position, results of operations or cash
flows.
In June 2002, the FASB issued SFAS No. 146, Accounting for Costs Associated with
Disposal or Exit Activities. This statement addresses financial accounting and
reporting for costs associated with exit or disposal activities initiated after
December 31, 2002 and nullifies Emerging Issues Task Force Issue No. 94-3,
Liability Recognition for Certain Employee Termination Benefits and Other Costs
to Exit an Activity (Including Certain Costs Incurred in a Restructuring). This
statement requires that a liability for a cost associated with an exit or
disposal activity be recognized when the liability is incurred. Under EITF 94-3,
a liability for an exit cost as defined in EITF 94-3 was recognized at the date
of an entity's commitment to an exit plan. This statement provides that an
entity's commitment to a plan, by itself, does not create a present obligation
to others that meets the definition of a liability. Therefore, SFAS 146
eliminates the definition and requirements for recognition of exit costs in EITF
94-3 until a liability has been incurred and establishes that fair value is the
objective for initial measurement of the liability. However, this standard does
not apply to costs associated with exit activities involving entities acquired
under business combinations or disposal activities covered under SFAS 144. The
adoption of SFAS 146 will not have an impact on previous results reported.
In November and December 2000 respectively, the UK Accounting Standards Board
issued FRS 17, Retirement Benefits and FRS 19, Deferred Tax. FRS 17 will have no
significant impact on our financial statements. Under FRS 19, which is effective
for accounting periods ending on or after January 23, 2002, a basis of 'full'
rather than 'partial' provision should be adopted for all deferred tax
liabilities and assets, with assets being recognized where it is considered more
likely than not that they will be recovered. This will bring UK GAAP broadly
into line with current US GAAP. We will implement FRS 19 in our 2002 annual
accounts. Adoption of FRS 19 will require the comparative figure for the tax on
operating profit on ordinary activities for 2001 to be restated from the
previously reported amount of US$6.8 million to US$9.6 million. This adjustment
will be reflected in the 2002 annual accounts. For the nine months to September
30, 2002, there would have been a tax credit under FRS 19 of US$4.0 million
compared to zero.
Critical Accounting Policies and Estimates
This discussion is based upon our consolidated financial statements and our
interim financial information. These financial statements are prepared in
accordance with UK GAAP and are reconciled to US GAAP both of which require us
to make estimates about the effect of matters that are uncertain and to make
difficult, subjective and complex judgements. These estimates and assumptions
affect the reported amounts in the financial statements and disclosure of
contingent assets and liabilities. We evaluate all these estimates on an ongoing
basis. Actual results could differ from estimates.
41
We believe the following represent our critical accounting policies and
estimates having considered both UK and US GAAP.
o Revenue Recognition. We recognize revenue when gold is produced in the form
of dore in the gold room, and is based on the quantity and spot price
at that date. Gold is a liquid commodity that is dealt with on the
international markets, and we have refining and purchase agreements with
several international banks. These provide that the actual sale price is
the spot price on the first working day after the date of delivery to the
refiner and the actual quantity invoiced is the quantity after the gold is
refined usually within one day. Consequently we process an adjustment on
completion of the refining process to adjust revenues recognized at the
time of producing dore to actual revenues. While this adjustment has
historically been de minimis, any significant reduction in the spot price
or reduction in quantity of gold before and after refining may have a
material adverse impact on our operating results.
o Environmental Liabilities. We are required by environmental regulations in
the jurisdictions in which we operate and the terms of our mining licenses
to restore mining sites to their original condition. The expected cost of
any decommissioning or other site restoration programs incurred during the
construction of the mine as determined by independent environmental experts
is discounted at the weighted average cost of capital and capitalized at
the beginning of each project and amortized over the life of the mine using
the unit of production method. In determining these costs, assumptions are
made based on current mining methods, statutory regulations, scope of work
to be performed and related costs. We regularly review the adequacy of
closure and reclamation accruals based on current estimates of future
costs. A significant change in the assumptions underlying the estimate of
the expected cost of decommissioning or other site restoration programs may
result in a material adverse impact on our operating results.
o Impairment of Long-lived Assets. Our long-lived assets include long-term
investments, goodwill and other tangible assets. In assessing the potential
for impairment of its long-lived assets we must make assumptions regarding
estimated future cash flows and other factors to determine the fair value
of the respective assets. Effective January 1, 2001, under US GAAP,
expected future cash flows from derivative instruments are not included in
asset impairment tests. If these estimates or their related assumptions
change in future, we may be required to record impairment charges for these
assets not previously recorded and this may have a material adverse impact
on our operating results.
o Life of Mines. At least annually, we review mining schedules, production
levels and asset lives in our life of mine planning for all of our
operating development properties. Significant changes in the life of mine
plans may occur as a result of mining experience, new ore discoveries,
changes in mining methods and rates, process changes, investment in new
equipment and technology and gold prices. Based on the analysis we review
our accounting estimates and adjust depreciation, amortization, deferred
mining and reclamation costs and evaluation of each mine for impairment
where necessary. Accordingly, such adjustments may have a material adverse
impact on our operating results.
o Deferred Tax. Deferred tax assets and liabilities are recognized based on
the differences between the financial statement carrying amounts and the
tax bases of assets and liabilities. When a deferred tax asset arises we
review the asset for recoverability and establish a valuation allowance
where we determine it is more likely than not that such an asset will not
be realized. If we determine that additional valuation allowance is
required, or there is a material change in the actual effective tax rates
or time period within which the underlying temporary differences become
taxable or deductible, an additional tax charge may arise that will
increase our effective tax rate and result in a material adverse impact on
our operating results.
o Foreign Exchange. We earn all of our revenues in US dollars and the
majority of our transactions and costs are denominated in US dollars or
based on US dollars. As a result, we do not believe that inflation, either
cedi or US dollar inflation, has had a material effect on our operations.
However, any significant changes in the transactions and costs that are not
denominated in US dollars, or based on US dollars, may have a material
adverse impact on our operating results.
o Ore Reserves. We estimate on an annual basis our ore reserves at our mining
operations. There are a number of uncertainties inherent in estimating
quantities of reserves, including many factors beyond our control. Ore
reserve estimates are based upon engineering evaluations of assay values
derived from
42
samplings of drill holes and other openings. Additionally, declines in the
market price of gold may render certain reserves containing relatively
lower grades of mineralization uneconomic to mine. Further, availability of
permits, changes in operating and capital costs, and other factors could
materially and adversely affect ore reserves. We use our ore reserve
estimates in determining the unit basis for mine depreciation and closure
rates, as well as in evaluating mine asset impairments. Changes in ore
reserve estimates could significantly affect these items.
Cash Operating Costs
Operating costs before corporate administration, exploration and other costs are
referred to as "cash operating costs." Cash operating costs per ounce are
calculated by dividing cash operating costs by ounces of gold produced. Cash
operating costs have been calculated on a consistent basis for all periods
presented.
Cash operating costs should not be considered by investors as an alternative to
operating profit or net profit attributable to shareholders, as an alternative
to other GAAP measures or as an indicator of our performance, and may not be
comparable to other similarly titled measures of other companies. However, we
believe that cash operating costs in total by mine and per ounce by mine are
useful indicators to investors and management of a mine's performance as they
provide:
o an indication of a mine's profitability and efficiency;
o the trend in costs as the mine matures;
o a measure of a mine's gross margin per ounce, by comparison of the cash
operating costs per ounce by mine to the price of gold; and
o an internal benchmark of performance to allow for comparison against other
mines.
A reconciliation of cash operating costs to total operating costs, as included
in our audited financial statements for each of the three years in the period
ending December 31 and in our unaudited interim financial information for the
nine-month periods ended September 30, 2002 and 2001, is presented below. In
addition, we have also provided below details of the ounces of gold produced by
mine for each of those periods.
12 months to December 31, Nine months to September 30,
2001 2000 1999 2002 2001
Total Production Total Production Total Production Total Production Total Production
(US$m) (Ounces) (US$m) (Ounces) (US$m) (Ounces) (US$m) (Ounces) (US$m) (Ounces)
-------------------------------------------------------------------------------------------------------------------------------
Mine
Obuasi 101.4 528,451 133.5 640,988 164.6 743,111 77.7 386,398 76.1 394,028
Ayanfuri 2.8 11,517 8.9 36,316 9.0 44,424 -- -- 2.8 11,517
Iduapriem 44.0 205,130 43.2 193,868 40.6 163,700 29.1 139,456 32.2 149,687
Bibiani 43.1 253,052 36.8 273,711 42.4 261,899 34.1 182,217 32.0 186,355
Siguiri 62.2 283,199 54.8 303,381 44.3 239,218 44.2 209,159 45.6 220,648
Freda-Rebecca 22.8 102,654 22.2 112,164 18.9 109,184 16.5 75,065 17.7 81,594
Geita 38.9 272,781 25.7 176,836 -- -- 34.8 228,151 28.4 203,738
------ ---------- ------ ---------- ------ ---------- ------ ---------- ------ ----------
Total cash operating
costs 315.2 1,656,784 325.1 1,737,264 319.8 1,561,536 236.4 1,220,446 234.8 1,247,567
---------- ---------- ---------- ---------- ----------
Corporate
administration costs 21.2 25.3 25.8 12.5 15.0
Exploration costs 6.5 14.2 12.4 3.4 4.3
Other 6.8 -- 0.7 6.7 --
------ ------ ------ ------ ------
Operating costs 349.7 364.6 358.7 259.0 254.1
Exceptional operating
costs -- 215.2 79.1 32.3 --
Royalties 13.0 13.7 12.2 10.8 9.6
Depreciation and
amortisation 94.9 114.8 114.9 72.6 76.6
------ ------ ------ ------ ------
Total costs 457.6 708.3 564.9 374.7 340.3
------ ------ ------ ------ ------
Our average cash operating costs in 2001 were US$190 per ounce, up US$3 per
ounce on 2000 due primarily to lower production at Bibiani and Siguiri.
43
Results of Operations
Nine Months Ended September 30, 2002 Compared to Nine Months Ended September 30,
2001
Revenue
Total revenue, including our share of the Geita joint venture, for the
nine-month period ended September 30, 2002 of US$419.3 million was 3.4% higher
than the US$405.6 million during the same period in the prior year, due to a
higher spot gold price during this period compared with that in the prior year's
period. The average gold price realized during the period of US$344 per ounce
was higher than the price realized in the corresponding period in 2001 of US$325
per ounce.
Hedging
Spot revenue generated for the period amounted to US$375.4 million, compared
with US$340.5 million in the corresponding period in 2001. Hedging income
totaled US$35.3 million, of which US$12.0 million was realized from the
close-out of maturing hedging contracts and US$23.3 million was released from
deferred hedging income (i.e. income from previously closed-out hedging
contracts). In accordance with our accounting policy, income from early
close-outs is credited to revenue for the originally designated delivery period.
At September 30, 2002, deferred hedging income totaled US$38 million (compared
with US$82.9 million at September 30, 2001), of which US$11 million will be
credited to revenue in the fourth quarter of 2002 and US$14 million will be
credited to revenue in 2003.
The table below shows the movement in fair value of the hedge book and its
component parts:
September 30, December 31,
As at 2002 2001 Movement
--------------------------------------------------------------------------------
(in US$ millions except valuation spot price)
Forward Sales 6.3 117.6 (111.3)
Puts: Bought 31.4 52.7 (21.3)
Sold -- (1.7) 1.7
Calls: Sold (88.4) (53.7) (34.7)
Bought 7.7 5.4 2.3
Convertible Structures -- 10.5 (10.5)
Lease Rate Swaps (3.0) (42.0) 39.0
--------------------------------------------------------------------------------
Total (46.0) 88.8 (134.8)
--------------------------------------------------------------------------------
Valuation Spot Price (US$) 323 277 46
The fair value of each component is based on the prevailing gold spot price, US
interest rates, gold forward rates and volatilities. The net decrease in fair
value of the hedge book is owing to increased spot prices and was partially
mitigated by lower US interest rates and time decay.
We account for derivative contracts using hedge accounting and therefore these
instruments are not marked-to-market on the balance sheet. The accounting
treatment of these instruments under US GAAP differs from that under UK GAAP.
Details of this differnece are set out in note 31e to our consolidated financial
statements included elsewhere in this prospectus.
Costs
Cash Operating Costs
Total cash operating costs, including our share of the Geita joint venture's
costs, were US$194 per ounce for the nine months to September 30, 2002 as
compared to US$188 per ounce in the corresponding period in 2001. The increase
of US$6 per ounce is due to lower production primarily at Obuasi, Iduapriem and
Siguiri.
Obuasi Cash operating costs at Obuasi rose by 4.1% to US$201 per ounce in the
nine-month period ended September 30, 2002, from US$193 per ounce in the
corresponding period in 2001, due to lower mill grades and lower metallurgical
recoveries. Underground production fell marginally during the period to 346,529
ounces in 2002 from 360,676 in 2001. Tailings retreatment produced 30,275 ounces
for the period ended September 30, 2002, compared with 33,352 ounces in the
corresponding period in 2001. Obuasi commenced
44
surface mining during 2002 at its Homase concession resulting in production of
9,399 ounces (compared with zero ounces for the period in 2001).
Ayanfuri Gold production at Ayanfuri ceased in June 2001. In the nine months
ended September 30, 2001, production at Ayanfuri was 11,517 ounces.
Bibiani Bibiani produced 182,217 ounces during the period ended September 30,
2002 at a cash operating cost of US$187 per ounce, compared to 186,355 ounces at
a cash operating cost of US$172 per ounce in the corresponding period in 2001.
The reduction in gold production was due principally to reduced mill feed grade
and reduced recoveries which, with increased operating costs, resulted in higher
cash operating costs per ounce.
Iduapriem and Teberebie Gold production for the nine-month period ended
September 30, 2002 was 139,456 ounces of gold, less than the 149,687 ounces of
gold produced in the corresponding period in 2001. Cash operating costs were
reduced to US$208 per ounce during this period in 2002 from US$215 per ounce
during the period in 2001. On May 17, 2002, a fire at the Iduapriem plant site
caused damage to the elution circuit, including the carbon regeneration kiln.
The repairs, costing some US$200,000, were completed on June 17, 2002.
Production was affected for a 30 day period and dropped during that time by some
6,500 ounces.
Siguiri Siguiri produced 209,159 ounces at a cash operating cost of US$211 per
ounce during this period in 2002, compared to 220,648 ounces at a cash operating
cost of US$207 per ounce in the corresponding period in 2001. Production was
impacted by lower feed grades and heavy rainfalls. The lower production and the
cost of mining increased volumes of waste resulted in higher cash operating
costs per ounce.
Freda-Rebecca Production for the nine-month period ended September 30, 2002 was
75,065 ounces at a cash operating cost of US$220 per ounce, compared to 81,594
ounces at US$217 per ounce in the corresponding period in 2001. Production was
down due to planned maintenance downtime on the SAG mill and lower metallurgical
recovery resulting from fluctuating throughput rates and reduced heap leach tank
capacity.
Geita At the Geita mine total production for the nine-month period ended
September 30, 2002 was 456,301 ounces, of which 50% is attributable to us, at a
cash operating cost of US$153 per ounce, compared to 407,476 ounces at a cash
operating cost of US$139 per ounce during the corresponding period in 2001.
Production for the period increased by 12% compared to the same period in 2001
due to increased plant throughput and higher grades. Cash operating costs were
higher principally due to increased mining costs resulting from an increased
strip ratio following a re-design and enlarging of the Nyankanga pit.
Exploration and Corporate Administration
Exploration expenditure outside the mine sites during the nine-month period
ended September 30, 2002 was lower at US$3.4 million, compared with US$4.3
million for the corresponding period in 2001, due to continued rationalization
of non-mine site exploration expenditure. Corporate administration expenditure
for the period was also lower at US$12.5 million during the nine-month period
ended September 30, 2002, compared to US$15.0 million for the corresponding
period in 2001.
Depreciation
Total depreciation and amortization charges for the nine-month period ended
September 30, 2002 were lower at US$72.6 million, compared with US$76.6 million
during the same period in 2001, due to lower production in the nine months to
September 30, 2002 compared to the corresponding period in 2001.
Total Costs
Total costs before exceptional items but including depreciation and amortization
for the nine-month period ended September 30, 2002 amounted to US$342.4 million,
compared with US$340.3 million during the same period in 2001. The total costs
per ounce increased from US$273 per ounce for the period in 2001 to US$281 per
ounce for the same period in 2002, due to lower production.
Exceptional Items
Exceptional items for the nine-month period to September 30, 2002, which were
identified separately in the profit and loss account for the period, comprised
the following:
45
o Refinancing and restructuring costs of US$23.5 million incurred in
refinancing our debt in June 2002
o As provided for in the sale and purchase agreement entered into in
2000 in respect of the Geita mine, AngloGold transferred the
neighboring Ridge 8 property to Geita in September 2002. The
consideration of US$17.6 million will be left outstanding until the
project finance loans are fully repaid by Geita. AngloGold has
transferred to us, for no consideration, our 50% share of the
receivable, which resulted in an exceptional gain of US$8.8 million.
We have written down the value of this property to nil, thereby
recording a compensating exceptional loss of US$8.8 million.
Financing Costs
Net interest charges fell by 25% from US$23.5 million during the nine-month
period ended September 30, 2001 to US$17.7 million during the same period in
2002. This significant reduction was due primarily to lower debt levels and
lower interest rates compared to 2001.
Taxation
The tax charge for the nine-month period ended September 30, 2002 was zero,
which compares with a tax charge of US$4.2 million in the corresponding period
in 2001.
Earnings
Earnings for the nine-month period ended September 30, 2002 before exceptional
items were US$58.8 million, US$21.2 million higher than in the corresponding
period in 2001. This increase was due to higher spot prices, lower interest
charges and write-back of certain tax provisions no longer required. After
exceptional items, earnings were US$35.3 million for the period compared to
US$37.6 million in the corresponding period in 2001. Earnings per share were
US$0.30 per share, compared with earnings per share of US$0.33 per share for the
corresponding period in 2001.
Cash Flow
Cash inflow from operating activities for the nine months to September 30, 2002
was US$58.2 million, compared to US$66.6 million in the corresponding period in
2001. The reduction was due principally to the payment of refinancing and
restructuring costs. Net interest payments in the period of US$17.5 million were
US$1.9 million lower than the same period in 2001.
Capital expenditure for the nine months to September 30, 2002 was US$46.1
million, up US$11.1 million on the corresponding period in 2001 due to
construction work at the Iduapriem CIL plant and increased expenditure at the
Freda-Rebecca mine in respect of mining equipment and plant.
12 Months Ended December 31, 2001 Compared to 12 Months Ended December 31, 2000
Revenue
Total revenue for the year of US$554.4 million was 5% lower than last year's
level of US$582.2 million, due to lower production. Spot revenue generated
amounted to US$455.8 million (2000: US$485.2 million), and hedging income
totaled US$98.6 million (2000: US$97.0 million). The average gold price realized
during the year of US$335 per ounce was in line with the price realized in 2000.
Hedging
Hedging income for the year totaled US$98.6 million, of which US$41.6 million
was realized from the close-outs of maturing hedging contracts and US$57.0
million was released from deferred hedging income i.e. income from previously
closed-out hedging contracts.
In accordance with our accounting policy, income from early close-outs is
credited to revenue for the originally designated delivery period. At December
31, 2001, deferred hedging income totaled US$65.6 million, compared to US$120.0
million for the corresponding period in 2000, of which US$35.0 million will be
credited to revenue in 2002.
The table below shows the movement in fair value of the hedge book and its
component parts:
46
As at December 31,
2001 2000 Movement
(in US$ millions except valuation spot price)
--------------------------------------------------------------------------------
Forward Sales 117.6 93.3 24.3
--------------------------------------------------------------------------------
Puts: Bought 52.7 24.5 28.2
Sold (1.7) (1.6) (0.1)
--------------------------------------------------------------------------------
Calls: Sold (53.7) (55.0) 1.3
Bought 5.4 6.5 (1.1)
--------------------------------------------------------------------------------
Convertible Structures 10.5 22.4 (11.9)
--------------------------------------------------------------------------------
Lease Rate Swaps (42.0) (61.0) 19.0
--------------------------------------------------------------------------------
Total 88.8 29.1 59.7
--------------------------------------------------------------------------------
Valuation Spot Price (US$) 277 273 4
--------------------------------------------------------------------------------
The fair value of each component is based on the prevailing gold spot price, US
interest rates, gold forward rates and volatilities. The net increase in fair
value of the hedge book in the period was primarily attributable to the
reduction in US interest rates and time decay of the book.
We account for derivative contracts using hedge accounting and therefore these
instruments are not marked-to-market on the balance sheet. The accounting
treatment of these instruments under US GAAP differs from that under UK GAAP.
Details of this difference are set out in note 31e to our consolidated financial
statements included elsewhere in this prospectus.
Costs
Cash Operating Costs
Total cash operating costs were US$190 per ounce as compared to US$187 per ounce
in 2000, due to lower production primarily at Siguiri and Bibiani. Obuasi's cash
operating costs however fell by 8% from US$208 per ounce in 2000 to US$192 per
ounce in 2001.
Obuasi Cash operating costs at Obuasi decreased from US$208 per ounce in 2000 to
US$192 per ounce in 2001, a drop of 8% due to the closure of high cost surface
operations as well as cost control measures and re-engineering of mining and
processing operations. Underground production fell marginally from 493,926
ounces in 2000 to 485,452 ounces in 2001. Tailings retreatment produced 42,999
ounces for the year ended December 31, 2001, compared to 43,756 ounces for the
corresponding period in 2000.
Ayanfuri Gold production at Ayanfuri was 11,517 ounces in 2001, compared to
36,316 ounces in 2000, as the mine ceased operations in June 2001. Cash
operating costs per ounce in 2001 were US$243 per ounce (2000: US$245 per
ounce).
Bibiani Bibiani produced 253,052 ounces, compared to 273,711 ounces in 2000, at
a cash operating cost of US$170 per ounce, compared to US$134 per ounce in 2000.
The reduction in gold production was due to the reduced mill feed grade and
lower recovery. This also resulted in higher cash operating cost per ounce.
Iduapriem and Teberebie Gold production for 2001 was 205,130 ounces, exceeding
193,868 ounces in 2000. Cash operating costs were reduced to US$214 per ounce
from US$223 per ounce in 2000.
Siguiri Siguiri produced 283,199 ounces, compared to 303,381 ounces in 2000, at
a cash operating cost of US$220 per ounce, compared to US$181 per ounce in 2000.
Production and cash operating costs were impacted by lower than expected
metallurgical recovery from the material stacked during the year.
Freda-Rebecca Full year production in 2001 was 102,654 ounces at a cash
operating cost of US$222 per ounce, compared to 112,164 ounces at US$198 per
ounce in 2000.
The economic and political situation in Zimbabwe during 2001 continued to pose a
series of difficult problems for the management team. The lack of foreign
exchange and the fixed exchange rate coupled with high inflation put severe
pressure on the supply function, causing delays in receiving supplies.
47
Geita The Geita mine, in its first full year of production, produced a total of
545,562 ounces at a cash operating cost of US$143 per ounce, of which 50% is
attributable to us. Following the sale of a 50% interest in Geita in December
2000, the Geita joint venture in 2001 is accounted for using the gross equity
method of accounting.
Exploration and Corporate Administration
Exploration expenditure during the year was lower at US$6.5 million, compared to
US$14.2 million in 2000, due to rationalization of non-mine site exploration
expenditure. Corporate administration expenditure for the year was also lower by
16% at US$21.2 million, compared to US$25.3 million in 2000, due to our cost
reduction efforts.
Depreciation
Total depreciation and amortization charges (before exceptional items) for the
year were lower at US$94.9 million, compared to US$114.8 million in 2000, due to
the asset impairment recorded at the end of 2000.
Total Costs
Total costs before exceptional items but including depreciation and amortization
for the year amounted to US$457.6 million, compared to US$493.1 million in 2000.
The total costs per ounce fell from US$284 per ounce in 2000 to US$276 per ounce
in 2001.
Redundancy Costs
Total costs in 2000 included redundancy costs at Obuasi of US$3.0 million. In
2001 no further employees were made redundant and no further costs were charged.
Financing Costs
Net interest charges fell by 43% from US$51.3 million in 2000 to US$29.4 million
in 2001. This significant reduction was due primarily to lower debt levels as
compared to 2000.
Taxation
Total taxation charged to the profit and loss account amounted to US$6.8
million, compared to US$8.8 million in 2000. This included US$6.6 million of
corporate tax for the current year, US$8.2 million in respect of prior years and
a release of deferred tax of US$8.0 million.
Earnings
Earnings for the year more than doubled the level recorded in 2000, at US$62.7
million, compared to earnings before exceptional items in 2000 at US$30.5
million. This was due to lower depreciation and interest charges partly off-set
by lower production. Earnings per share was US$0.56, compared to US$0.27 per
share before exceptional items in 2000.
Dividend
The banking covenants under our then-existing revolving credit facility
prohibited the payment of cash dividends at all times while our gross borrowings
exceeded US$300.0 million. In light of these factors and the deficit on our
reserves, we were unable to pay dividends for the year ended December 31, 2000.
These covenants, which restricted our ability to pay dividends, were released
when this revolving credit facility was refinanced on June 28, 2002. Our current
revolving credit facility dated June 28, 2002 no longer restricts our ability to
pay dividends. However, we did not pay a dividend for the year ended December
31, 2001 and will not for the year ended December 31, 2002 because of the
deficit on our reserves.
Cash Flow
The net cash inflow from operating activities was US$95.4 million, compared to
US$149.4 million in 2000. The reduction in 2001 was due principally to the
non-consolidation of Geita following the sale of a 50% interest in December 2000
and lower cash flows from other operations.
48
Net interest paid decreased to US$22.4 million, compared to US$56.4 million in
2000, following the reduction in amounts outstanding on our then-existing
revolving credit facility in December 2000. Capital expenditure reduced to
US$49.6 million, compared to US$145.6 million in 2000, after the completion of
the Geita project in 2000. Expenditure in 2001 comprised US$30.1 million
invested at the Obuasi mine and US$19.5 million at other mines.
Cash inflows from management of liquid resources of US$9.7 million, compared to
US$13.3 million in 2000, primarily resulted from a reduction in funds on deposit
as collateral for a loan to Ashanti Goldfields Zimbabwe Limited.
Cash outflows relating to financing activities decreased to US$40.6 million,
compared to US$186.3 million in 2000, primarily representing repayments on
our then-existing revolving credit facility, together with repayments on
other loans.
Capital Expenditure
Our capital expenditure decreased from US$145.6 million in 2000 to US$49.6
million in 2001, primarily due to the completion of the Geita project in 2000.
Our capital expenditure during 2001 included US$30.1 million at Obuasi and
US$19.5 million at the other mines, excluding Geita. Ashanti's 50% share of
Geita's 2001 capital expenditure amounted to US$7.5 million.
12 Months Ended December 31, 2000 Compared to 12 Months Ended December 31, 1999
Revenue
Total revenue for the year was maintained at US$582.2 million, compared to
US$582.1 million in 1999, despite the lower average realized gold price of
US$335 per ounce, compared to US$372 per ounce in 1999. This was due to an 11%
increase in production in 2000, to 1,737,264 ounces from 1,561,536 ounces in
1999.
Hedging
Spot revenue generated amounted to US$485.2 million, compared to US$438.1
million in 1999. Hedging income totaled US$97.0 million, of which US$54.4
million was realized from the close-outs of maturing hedging contracts and
US$42.6 million was released from deferred hedging income i.e. income from
previously closed-out hedging contracts. In accordance with our accounting
policy, income from early close-outs is credited to revenue in the originally
designated delivery period. At December 31, 2000, deferred hedging income
totaled US$120.0 million, of which US$57 million was credited to revenue in
2001. At December 31, 1999, deferred hedging income totaled US$157 million.
The table below shows the movement in fair value of the hedge book and its
component parts:
As at December 31,
2000 1999 Movement
(in US$ millions except valuation spot price)
--------------------------------------------------------------------------------
Forward Sales 93.3 48.8 44.5
--------------------------------------------------------------------------------
Puts: Net bought 22.9 15.4 7.5
--------------------------------------------------------------------------------
Calls: Net sold (48.5) (82.1) 33.6
--------------------------------------------------------------------------------
Convertible Structures 22.4 (9.5) 31.9
--------------------------------------------------------------------------------
Lease Rate Swaps (61.0) (203.8) 142.8
--------------------------------------------------------------------------------
Total 29.1 (231.2) 260.3
--------------------------------------------------------------------------------
Valuation Spot Price (US$) 273 290 (17)
--------------------------------------------------------------------------------
The fair value of each component is based on the prevailing gold spot price, US
interest rates, gold forward rates and volatilities. The net increase in fair
value of the hedge book in the period was primarily attributable to the
reduction in US interest rates and time decay of the book.
49
We account for derivative contracts using hedge accounting, and therefore these
instruments are not marked-to-market on the balance sheet. The accounting
treatment of these instruments under US GAAP differs from that under UK GAAP.
Details of this difference are set out in Note 31e to our consolidated financial
statements included elsewhere in this filing.
Costs
Cash Operating Costs
Obuasi Cash operating costs at Obuasi decreased from US$222 per ounce in 1999 to
US$208 per ounce in 2000, a drop of 6.3%, due to improved costs control and the
closure of high cost surface mining. Underground production increased marginally
from 490,013 ounces in 1999 to 493,926 ounces in 2000, at a cash operating cost
of US$204 per ounce compared to US$206 per ounce in 1999. Surface gold
production declined from 209,797 ounces in 1999 to 103,306 ounces at a cash
operating cost of US$267 per ounce in 2000, compared to US$277 per ounce in
1999, due to the phasing out of surface mining in 2000. Tailings retreatment
produced 43,756 ounces for the year ended December 31, 2000, compared to 43,301
ounces in 1999, at a cash operating cost of US$114 per ounce, compared to US$144
per ounce in 1999.
Ayanfuri Gold production at Ayanfuri fell by 18% to 36,316 ounces in 2000,
compared to 44,424 ounces in 1999, as ore reserves were gradually depleted.
Consequently cash operating costs increased from US$202 per ounce in 1999 to
US$245 per ounce in 2000 on the lower level of gold production.
Bibiani Bibiani achieved another year of record gold production of 273,711
ounces, compared to 261,899 ounces in 1999, at a cash operating cost of US$134
per ounce, compared to US$162 per ounce in 1999, maintaining its position as our
lowest cash cost producer during this period. The fall in cash operating costs
was due to continuing efficiencies and increased production.
Iduapriem and Teberebie Production at Iduapriem and Teberebie was 193,868 ounces
for 2000, compared to 163,700 ounces in 1999, at a cash operating cost of US$223
per ounce, compared to US$248 per ounce in 1999. Higher throughput grades
achieved during the year accounted for the increase in production and lower cash
operating costs. In June 2000 we acquired the adjacent Teberebie mine from
Pioneer Goldfields. Production for the period to December 2000 was 26,976 ounces
at a cash operating cost of US$161 per ounce.
Siguiri Siguiri produced a record 303,381 ounces, compared to 239,218 ounces in
1999, at a cash operating cost of US$181 per ounce, compared to US$185 per ounce
in 1999. Cash operating costs were adversely affected by lower mined and stacked
grades, and a 50% increase in the price of diesel fuel.
Freda-Rebecca Production at Freda-Rebecca in 2000 was 112,164 ounces, at a cash
operating cost of US$198 per ounce as against 109,184 ounces at US$174 per ounce
in 1999. The economic and political situation in Zimbabwe during the year,
particularly the lack of foreign exchange and fixed exchange rate, coupled with
high inflation, accounted for the increase in cash operating costs during the
year.
Geita Geita mine was commissioned in June 2000, and produced a total of 176,836
ounces during the year at a cash operating cost of US$145 per ounce.
Exploration and Corporate Administration
Exploration expenditure for the year was higher at US$14.2 million, compared to
US$12.4 million in 1999. This was primarily due to increased drilling
exploration at the mines and on the Pangea property in Tanzania. Corporate
administration expenditure for the year totaled US$25.3 million, compared to
US$25.8 million in 1999.
Depreciation
Depreciation and amortization charges (excluding exceptionals) were maintained
at US$114.8 million, compared to US$114.9 million in 1999.
Total Costs
Total costs (before exceptional items) including depreciation and amortization
amounted to US$493.1 million, compared to US$485.8 million in 1999. The total
costs per ounce fell from US$311 per ounce in 1999 to US$284 per ounce in 2000.
50
Exceptional Items
Exceptional items in 2000, which were identified separately in the profit and
loss account for the period, comprised the following:
Exceptional gain:
o Profit arising from the disposal of 50% interest in the Geita mine
amounting to US$51.2 million
Exceptional charges:
o In view of the then-continued low gold price environment, an impairment
review was carried out in 2000. This resulted in the reduction in the
carrying value of the mining assets at Obuasi, Freda-Rebecca and Kimin
totaling US$193.5 million.
o We agreed, as part of our negotiations with our banks and hedge
counterparties, during the period leading up to the Geita sale, to close
out certain hedge positions which resulted in an exceptional loss of
US$14.7 million. In connection with this closeout, we settled US$6.9
million in cash, and the remaining US$7.8 million was treated as a
borrowing under our then-existing revolving credit facility.
o Included in operating expenses for the year ended December 31, 1999 was a
charge of US$17 million for redundancy costs associated with the decision
to close the surface mining operations, certain treatment plants, and low
capacity shafts at the Obuasi mine. A further charge of US$3 million for
redundancy costs was included in operating expenses for the year in respect
of these closures.
o Loss on the sale of a 50% interest in Carmeuse Lime Products (Ghana)
Limited of US$4.6 million.
o In 1999 a write down of US$171.1 million was made against the carrying
value of assets at Obuasi following the decision to cease surface mining,
to close low capacity shafts and to close a treatment plant.
Financing Costs
Net interest costs charged to the profit and loss account for the year totaled
US$51.3 million, compared to US$29.9 million in 1999. During the year US$4.4
million (compared to US$1.8 million in 1999) was capitalized in respect of
interest costs incurred during the development of the Geita mine. The increased
interest charges were due to increased debt levels and higher interest rates.
Taxation
Total taxation charged to the profit and loss account amounted to US$8.8
million, compared to US$2.7 million in 1999. Taxation recorded in 2000 includes
tax relating to the adjustment of prior year tax amounting to US$4.5 million and
a provision for taxes arising from the disposal of 50% interest in Geita of
US$3.0 million.
Earnings
Earnings before exceptional operating costs, provision for loss on disposal of
fixed assets and profit on sale of business were US$30.5 million, compared to
US$66.1 million in 1999. The reduction in earnings was due to lower realized
gold prices and higher interest charges, off-set by increased production and
reduced cash operating costs. After exceptional items we incurred a loss of
US$141.1 million, compared to a loss of US$183.9 million in 1999.
Dividend
The banking covenants in our then-existing revolving credit facility prohibited
the payment of cash dividends unless gross borrowings were less than or equal to
US$300.0 million. In the light of these factors, and the deficit on reserves, no
dividend was paid for 2000.
51
Cash Flow
The net cash inflow from operating activities was US$149.4 million, compared to
US$120.3 million in 1999. Net interest paid was US$56.4 million, compared to
US$28.8 million in 1999, and US$145.6 million was invested in completing the
Geita mine and developing our other mines.
In June 2000, we acquired the Teberebie mine in Ghana for a purchase
consideration of US$18.8 million plus assumption of US$8.3 million of debt.
US$5.0 million was paid on completion and the balance of US$13.8 million is
payable over the following five years. In August 2000 we sold certain assets
(which formed part of the Teberebie acquisition) for US$5.0 million.
Our sale of a 50% interest in the Geita mine was completed on December 15, 2000.
The cash consideration from the sale totaled US$335.0 million (including $205.0
million of cash consideration and $130.0 million of project financing proceeds)
and was applied to reduce debt, after meeting disposal costs. An additional
consideration of US$2.8 million was received from AngloGold in accordance with
the terms of the sale agreement in respect of certain items of capital
expenditure and interest.
Capital Expenditure
Capital expenditure decreased to US$145.6 million (compared to US$189.0 million
in 1999) as a result of reduced spending across our companies, particularly at
Obuasi where the capital expenditure fell from US$59.2 million in 1999 to
US$32.6 million. The expenditure in 2000 included payments incurred in respect
of the development of the Geita mine totaling US$85.7 million.
Differences between UK GAAP and US GAAP
The net profit for the nine months ended September 30, 2002 of US$35.3 million
(compared to a 2001 net profit of US$37.6 million) under UK GAAP compares with a
net loss of US$92.2 million (compared to a 2001 net loss of US$15.3 million)
under US GAAP. Shareholders' equity as of September 30, 2002 of US$416.6 million
under UK GAAP compares with shareholders' equity of US$214.9 million under US
GAAP.
The net profit for 2001 of US$62.7 million, net loss for 2000 of US$141.1
million and net loss for 1999 of US$183.9 million, under UK GAAP, compare with
net income of US$65.4 million, a net loss of US$349.1 million and a net loss of
US$335.4 million, respectively, under US GAAP. Shareholders' equity for 2001 of
US$338.3 million and shareholders' equity for 2000 of US$274.7 million, under UK
GAAP, compare with shareholders' equity of US$308.5 million and shareholders'
equity of US$178.3 million, respectively, under US GAAP.
The differences arise principally from the differing accounting treatment for
amortization of goodwill and other intangible assets, impairment of long-lived
assets, deferred income taxes, capitalized interest, financial instruments,
warrants, write-down of non-recourse loans, asset write-back, prepaid forward
gold facility, pensions, environmental provisions and minority interest. Details
of the reconciling differences are given in note 31 to our consolidated
financial statements and note 11 to our unaudited interim financial information
included elsewhere in this filing.
Liquidity and Capital Resources
Our net debt level as at December 31, 2001, was US$270.7 million. Our net debt
level (including the MENs) as at September 30, 2002, was US$232.3 million. These
amounts exclude our 50% share of the US$113.4 million non-recourse Geita project
finance loan, which is fully drawn.
We also secured an extension of our working capital facilities on a voluntary
basis from our then-existing lending banks by way of extension, to December 30,
2002, of the drawdown period in our then-existing revolving credit facility in
respect of US$25.4 million of that credit facility. No drawings were made under
our then-existing revolving credit facility during 2001. The amounts outstanding
under that facility fell from US$88.8 million in 2000 to US$55.0 million in
2001. This working capital facility was cancelled in June 2002 when we entered
into our current revolving credit facility described below.
On January 25, 2002, we announced a proposed restructuring of our then-existing
exchangeable notes through a scheme of arrangement under which the exchangeable
notes would be canceled and exchanged for approximately 14.8 million ordinary
shares and US$163 million of new exchangeable guaranteed notes.
52
On June 28, 2002, we announced that we had withdrawn the proposed restructuring
described above and that we had effected a refinancing of the then-existing
revolving credit facility and then-existing exchangeable notes using the
proceeds arising from an alternative cash redemption financing plan. We also
reached agreement with our hedge counterparties for continued margin-free
trading.
The cash redemption plan, which was implemented on June 28, 2002, involved the
repayment of the credit facility and the notes from the proceeds of:
o an enlarged US$200 million, five year revolving credit facility;
o the early exercise of 70.3% of our warrants previously issued to
certain of our lenders and hedge counterparties, which raised
approximately US$41.8 million; and
o US$75.0 million mandatorily exchangeable notes, which where issued to
Lonmin at par and for cash.
Each of these three elements is discussed further below:
Enlarged revolving credit facility
We entered into a new US$200 million five year revolving credit facility, or
RCF, with a group of 15 syndicate banks, replacing our then-existing facilities,
which were canceled. As at September 30, 2002, the RCF was drawn down as to
US$157.0 million.
Early exercise of warrants
In November 1999, 19,835,001 unregistered warrants to subscribe for our ordinary
shares were issued to our hedge counterparties. Pursuant to a warrant exercise
agreement, 17 of the warrantholders agreed to the early exercise of 12,367,905
warrants at a subscription price of US$3.00 per ordinary share. The early
exercise of these warrants, together with 1,577,217 warrants previously
exercised by another of our hedge counterparties, raised approximately US$41.8
million.
We have undertaken to pay warrantholders who exercised under the warrant
exercise agreement a fee associated with this exercise until the expiry of the
put options described below (or, if earlier, such person's disposal of the
ordinary shares issued on exercise of the warrants). The fee, at the rate of
LIBOR plus 25 basis points, is payable quarterly in arrears.
To facilitate the early exercise of the warrants, Lonmin has, at no cost to us,
granted to each exercising warrantholder non-transferable put options in respect
of each ordinary share issued on exercise of their respective warrants pursuant
to the warrant exercise agreement. The put options are exercisable at US$3.00
(subject to adjustment in certain circumstances). The put options are only
exercisable on three dates, namely April 28, 2004, October 28, 2004 and April
28, 2005 and each of the relevant warrantholders shall only be entitled to
exercise its put options in respect of a maximum number of ordinary shares
corresponding to such number of ordinary shares from which the A tranche, B
tranche and C tranche warrants held by such warrantholder have converted (for
example the Put Options in respect of ordinary shares into which the A tranche
warrants have converted are only exercisable on April 28, 2004).
Most of the put options have now terminated owing to exercising warrantholders
having disposed of the ordinary shares issued to them on exercise of the
warrants. Put options remain outstanding in respect of 5,079,835 of our ordinary
shares.
Issue of mandatorily exchangeable notes
Lonmin subscribed for a total of US$75.0 million of mandatorily exchangeable
notes, or MENs, pursuant to MENs subscription agreements entered into with
Lonmin and the Government of Ghana. The Government of Ghana has a call option in
respect of approximately US$28.4 million of the MENs. The MENs are exchangeable
into ordinary shares at an exchange price of the lower of US$5.40 per ordinary
share and the price per ordinary share at which ordinary shares are issued
pursuant to this rights issue (i.e. US$ ). The exchange price is therefore US$ .
The MENs are mandatorily exchangeable by us at that price on the date of
completion of this rights issue.
53
Working Capital
Management believes that our working capital resources, by way of internal
sources and banking facilities, are sufficient to fund our currently foreseeable
future business requirements.
Significant Change
There has been no significant change in the financial or trading position of our
group since September 30, 2002, being the date of our unaudited third quarter
results.
54
Contractual Obligations and Commercial Commitments
Our contractual obligations and commercial commitments consist primarily of
credit facilities, as described above. The related obligations as at September
30, 2002 are set out below:
Payments due by period (US$ million)
Less than 1 - 2 2 - 5 After 5
Contractual Obligations Total 1 year years years years
----------------------------------------------------------------------------------------
Debt (including capital lease obligations) 272.9 6.7 3.0 147.2 116.0
Capital commitments 4.4 4.4 -- -- --
Deferred purchase consideration 8.8 3.0 3.0 2.8 --
----------------------------------------------------------------------------------------
Total Contractual Cash Obligations 286.1 14.1 6.0 150.0 116.0
----------------------------------------------------------------------------------------
Off Balance Sheet Financing Arrangements
We have not entered into any off balance sheet transactions, arrangements or
other relationships with unconsolidated special purpose entities or other
persons that are reasonably likely to affect materially liquidity or the
availability of or requirements for capital resources.
Capital Expenditures
The following table sets forth our expenditures (including capitalized
exploration) on our properties for the last three years.
2001 2000 1999
US$m US$m US$m
--------------------------------------------------------------------------------
Obuasi 30.1 32.6 59.2
Bibiani 1.0 2.8 6.9
Siguiri 7.0 11.6 21.2
Freda-Rebecca 6.8 4.8 10.2
Geita mine construction -- 85.7 82.5
Iduapriem 3.6 2.6 2.1
Others 1.1 5.5 6.9
--------------------------------------------------------------------------------
49.6 145.6 189.0
================================================================================
Capital expenditure at Obuasi related principally to the mechanization of
transportation, hoisting processes and development expenditure for the
underground operations in order to increase ore production as the high cost
surface operations were phased out.
Siguiri expenditure in 1999 included US$9.8 million on the completion of the
expansion and US$6.6 million on heap leach development.
Expenditure at Geita reflects the construction of the mine which was completed
in June 2000. Following the disposal of 50% of Geita, it is no longer our
subsidiary.
55
Exploration and New Business Expenditures
Our expenditures on exploration, development and new business activities for the
past three years are as follows:
2001 2000 1999
(US$m)
----------------------------------------------------------------------
Burkina Faso 0.2 0.3 0.9
Mali 0.4 1.6 0.5
Ghana 1.4 3.4 3.9
Guinea -- -- --
Tanzania 0.8 5.6 2.5
Cote d'Ivoire 0.7 0.5 0.5
Zimbabwe 0.4 0.7 1.5
Democratic Republic of Congo 1.4 1.5 0.9
Other Countries 1.2 0.6 1.7
----------------------------------------------------------------------
Total Exploration Cost 6.5 14.2 12.4
======================================================================
Quantitative and Qualitative Disclosures About Market Risk
Gold Price Risk
Our principal business is the mining and processing of gold. Our revenues and
cash flows are therefore strongly influenced by the price of gold, which can
fluctuate widely and over which we have no control.
Our principal market risk exposure relates to changes to the market price of
gold and gold lease rates. We also have limited exposure to currency risk and
interest rate risk.
Like many other gold producers, we engage in hedging activities to protect our
cashflows against the risk of decreases in the gold price. Prior to its
amendment in February 2000, our previous revolving credit facility required us
to hedge certain amounts of gold. Whilst this requirement was deleted as part of
an amendment in February 2000, our new revolving credit facility and margin-free
trading letter require us to comply with our strategies outlined in the current
hedging policy. The hedging instruments employed by us are discussed in more
detail below.
Objectives
Our gold hedging program has the primary objective of providing us with
sufficient gold price protection to enable us to meet our cashflow obligations
as they fall due. This objective takes into account the level of commitments, in
terms of operating costs, capital expenditure and debt service obligations,
relative to the potential fluctuations in the gold price. We pursue our
objective in a manner that is intended to preserve, to the extent that is
reasonably possible, our ability to benefit from potential increases in the gold
price.
Strategy and Policy
The major goals of our hedging policy, which will be monitored and reviewed by
our Risk Management Committee, will be to:
o limit our commitments to a maximum of 50% of attributable production.
Attributable production normally includes all the proven and probable
reserves of mines in which we or our subsidiaries hold an interest of more
than 50% and otherwise the relevant percentage of proven and probable
reserves where we or our subsidiaries hold at least a 20% interest in the
relevant mine. However, there will be excluded from this calculation
production from certain project financed assets (although, with the
approval of the relevant majority of hedge counterparties, production
following the planned date for repayment of such project financing may be
included) and, subject to certain exceptions, production from other mines
where the physical assets of the mine are secured in favor of our senior
lenders,
56
o limit our aggregate commitments and those of our project financed entities
(for so long as any person has recourse to us in relation to a project
financing) to a maximum of 75% of attributable production (excluding any
production attributable to such project financed entities),
o for so long as any person has recourse to us in relation to a project
financing, limit (without the approval of the relevant majority of hedge
counterparties) the aggregate commitments relating to all project financed
entities (where there is a recourse to us in respect of such entities) to
not more than 4.50 million ounces, and
o ensure that all hedging transactions (other than hedging transactions of
project financed entities) are entered into so as to move towards certain
defined target limits for (i) "protection" contracts (being hedging
contracts providing us with the right or obligation to sell gold at set
prices e.g. by use of forward contracts or put options); (ii) "commitment"
contracts (being hedging contracts which commit us to provide gold or cash
equivalent at an agreed price as a contractual obligation or at the
counterparty's option e.g. by use of forward contracts, sold call options
or other cash settlement arrangements) and (iii) gold lease rate exposures.
The table below compares, as at December 31, 2001, the contents of the hedge
book with the goals set by our current hedge policy.
Existing Hedge Book Hedge Policy
-------------------- ------------------------------
% of (Outside)/
forecast million million within
production ounces ounces policy
--------------------------------------------------------------------------------
Committed ounces 61% 7.5 Maximum 6.0 (1.5)
Protected ounces 41% 5.1 Minimum 3.5 1.6
Lease rate swaps 41% 5.0 Maximum 2.9 (2.1)
Forecast gold production over the life of the
hedge book (excluding Geita production for the
period of the project finance i.e. 2002-2007): 12.3 million ounces
Total proven and probable reserves (including
Geita at 50%): 22.3 million ounces
The table below compares, as at September 30, 2002, the contents of the hedge
book with the goals set by our current hedge policy.
Existing Hedge Book Hedge Policy
-------------------- ------------------------------
% of (Outside)/
forecast million million within
production ounces ounces policy
--------------------------------------------------------------------------------
Committed ounces 60% 6.7 Maximum 5.7 (1.0)
Protected ounces 44% 5.0 Minimum 3.3 1.7
Lease rate swaps 24% 2.8 Maximum 2.9 0.1
The existing hedge book column shows the number of committed ounces, protected
ounces and lease rate swap ounces of the hedge book as at September 30, 2002,
both in ounces and as a percentage of forecast production. The hedge policy
column shows the amount of committed ounces, protected ounces and lease rate
swap ounces, which would be called for by the target limits of our current hedge
policy. The final column shows the difference between the contents of the hedge
book and the revised policy's target limits as at September 30, 2002.
The table above shows that protection levels are fully implemented as set out in
the hedging policy. As at September 30, 2002, notional lease rate swap volumes
are implemented as set out in the hedging policy. However, owing to differing
amortization profiles between lease rate swaps and protection contracts, lease
rate swap volumes are not fully implemented over the life of the hedge book. A
further notional reduction of 250,000 ounces of lease rate swaps is required for
full hedge policy implementation. Commitment ounces need to be reduced by the
amount shown on the table for full implementation. There are no set deadlines
for compliance with these goals, as our ability to affect restructurings is
dependant upon market conditions.
57
Margin-Free Arrangements
Hedging other than Geita
Under our previous margin-free trading letter we would have benefited from
margin-free trading with our hedge counterparties until December 31, 2002 and
from increased margin thresholds until December 31, 2004, subject in each case
to compliance with covenants and no event of default being declared. However, in
order to implement the refinancing, we needed to enter into appropriate
continuing margin free arrangements in respect of our hedging activities for the
period after December 31, 2002. We achieved this by the execution of the interim
margin-free agreements (which have now terminated) and the new margin-free
trading letter which has now become effective and replaces the interim
margin-free arrangement.
The new margin-free trading letter provides for margin-free trading on an
ongoing basis. The existing counterparties have agreed that, amongst other
things, any rights to call for margin are canceled and that no new hedging
agreements will benefit from rights to call for margin. If these provisions and
other provisions are breached, or if we are no longer in compliance with the
hedge policy which is currently in place or if the hedge policy is amended other
than with the approval of an appropriate majority of the hedge counterparties,
then the hedge counterparties will have a right to terminate their hedging
agreements with us.
Geita hedging
Our Geita joint venture also engages in hedging transactions in respect of its
production. The hedges are carried out on a margin-free basis. However, if at
any time the aggregate marked-to-market value of the Geita hedge book exceeds
US$122.9 million (negative), we will be restricted from receiving cash from the
joint venture until the marked-to-market value of the hedge book reduces below
that threshold. The hedging arrangements also provide for events of default and
termination events which could lead to early close-outs or lead to a default in
Geita's US$135.0 million project finance facility. The threshold of US$122.9
million will increase during the life of the Geita facility as principal
repayments are made and additional coverage becoming available under the
political risk insurance. While we have not directly guaranteed the Geita joint
venture's obligations under either the hedges or the project finance facility,
any early close-outs of the hedges or a default under the project finance would
reduce revenues to us from the Geita joint venture and/or reduce the value of
its assets as stated in our balance sheet.
Hedging as at September 30, 2002:
As at September 30, 2002, our hedge book had a negative marked-to-market value
of US$46.0 million based on a spot price of US$323 per ounce and our 50% share
of the Geita hedge book had a negative marked-to-market value of US$32.6
million.
As at September 30, 2002, we had 5.05 million ounces of protection at an average
rate of US$358 per ounce, with commitments to deliver 6.77 million ounces at an
average price of US$345 per ounce. Over the life of the hedge book (excluding
Geita's production for the period of the project finance 2002-2007), we had 44%
of forecast production protected and 60% of forecast production committed.
58
The following table sets out our hedge portfolio as at September 30, 2002:
2002 2003 2004 2005 2006 2007
----------------------------------------------------------------------------------------------------------------------
Forward Sales (ounces) 132,299 754,392 529,992 520,996 410,000 340,000
(US$/ounce) 334 345 352 347 355 357
----------------------------------------------------------------------------------------------------------------------
Puts:
Bought (ounces) 37,500 50,000 111,200 111,200 111,200 111,200
(US$/ounce) 385 354 370 370 370 370
----------------------------------------------------------------------------------------------------------------------
Calls:
Sold (ounces) 323,175 640,692 628,972 425,528 312,056 391,076
(US$/ounce) 331 337 339 344 377 372
----------------------------------------------------------------------------------------------------------------------
Bought (ounces) 45,000 240,000 280,000 60,000 172,996 172,996
(US$/ounce) 336 429 444 380 418 418
----------------------------------------------------------------------------------------------------------------------
Subtotal (ounces) 278,175 400,692 348,972 365,528 139,060 218,080
----------------------------------------------------------------------------------------------------------------------
Summary:
Protected (ounces) 169,799 804,392 641,192 632,196 521,200 451,200
----------------------------------------------------------------------------------------------------------------------
Committed (ounces) 410,474 1,155,084 878,964 886,524 549,060 558,080
----------------------------------------------------------------------------------------------------------------------
Lease Rate Swap
(ounces) 0 2,412,000 2,272,000 2,374,500 2,038,500 1,702,500
----------------------------------------------------------------------------------------------------------------------
Marked-to-
market Value
Sept 02
Thereafter Totals (US$million)
-----------------------------------------------------------------------------------------
Forward Sales (ounces) 1,587,688 4,275,367 6.3
(US$/ounce) 365 355
------------------------------------------------------------------------------------------
Puts:
Bought (ounces) 237,600 769,900 31.4
(US$/ounce) 378 372
------------------------------------------------------------------------------------------
Calls:
Sold (ounces) 747,193 3,468,692 (88.4)
(US$/ounce) 380 355
------------------------------------------------------------------------------------------
Bought (ounces) 0 970,992 7.7
(US$/ounce) 0 422
------------------------------------------------------------------------------------------
Subtotal (ounces) 747,193 2,497,700 (80.7)
------------------------------------------------------------------------------------------
Summary:
Protected (ounces) 1,825,288 5,045,267
------------------------------------------------------------------------------------------
Committed (ounces) 2,334,880 6,773,066
------------------------------------------------------------------------------------------
Lease Rate Swap
(ounces) 1,441,500 (3.0)
------------------------------------------------------------------------------------------
Expected gold production as at December 31, 2001
(excluding Geita production for the period of
the project finance i.e. 2002-2007), less
production for the nine-month period ended
September 30, 2002 11,347,000
----------
Total committed ounces as a percentage of total
expected production (excluding Geita production
for the period of the project finance i.e. 2002-2007) 60%
-----------------------------------------------------------------------------------------
NOTES:
Under US GAAP, following the implementation of SFAS 133 during 2001, these
instruments are all marked-to-market and reported at fair market value.
Protected ounces include net bought put options plus forward sales.
Committed ounces include net call options sold plus forward sales (and so there
is some overlap between the figures for `protected' and `committed' ounces).
Details of Hedging Contracts outstanding at September 30, 2002:
Forward Sales:
Forward sales contracts are entered into to lock in the future price of gold for
the anticipated sale of our production. Since we are exposed to the risk of
fluctuations in the future price of gold, forward sales contracts are employed
as part of our hedging strategy to minimize the risk of future gold prices
falling. A total of 4.28 million ounces have been sold forward at an average
price of US$355 per ounce.
Put Options:
We have purchased 769,900 ounces of put options that give us the right, but not
the obligation, to sell gold at certain strike prices. The average strike price
is US$372 per ounce.
Call Options:
We have sold 3.47 million ounces of call options at an average strike price of
US$355 per ounce. As a partial offset, we have bought 970,992 ounces of call
options at an average strike price of US$422 per ounce.
Gold Lease Rate Swaps:
A gold lease rate swap is a contract whereby we and a counterparty select a
notional amount of gold, and thereafter over the life of the contract one party
pays a fixed lease rate based on that amount of gold and the other party pays a
floating lease rate based on the same amount of gold.
Lease rate swaps are entered into in conjunction with forward sales contracts to
hedge the anticipated sales of our gold production. The forward price for gold
is derived, in part, from the current spot rates plus a premium derived from
LIBOR-based interest rates less the fixed gold lease rates for a term consistent
with the term of the forward contract. Lease rate swaps alter the fixed gold
lease rate in the gold forward price to a floating gold lease rate. The
combination of a lease rate swap and a forward contract creates a forward
contract with a floating forward rate that adjusts for changes in the short term
gold lease rates.
As of September 30, 2002, a maximum of approximately 2.41 million ounces of our
hedged production will be exposed to the floating three-month lease rate at any
one time.
59
The lease rate swaps can be broken down into the following types (under all of
these contracts we receive a lease rate income, which can be regarded as
compensation for the lease rate exposure that we take on):
Volume Fixed
Description (ozs) Rate
-------------------------------------------------------------------------
Ashanti pays a quarterly floating rate and receives a
quarterly weighted average fixed rate of 1.80% 2,437,000 1.80%
-------------------------------------------------------------------------
Ashanti pays a quarterly floating rate and receives a
fixed amount of dollars at maturity. The quarterly
amount is rolled until maturity of each forward
contract. The fixed amount for each contract is
calculated using the formula: Volume*Years To
Maturity*US$302*2.00%. The next rate set is in 2004 340,000 2.00%
-------------------------------------------------------------------------
TOTAL 2,777,000
-------------------------------------------------------------------------
Marked-to-market Valuations
On September 30, 2002, the portfolio had a negative marked-to-market value of
US$46.0 million. This valuation was based on a spot price of $323 and the then
prevailing applicable US interest rates, gold forward rates, volatilities and
guidelines provided by the Risk Management Committee of the Board. The delta at
that time was 5.87 million ounces negative. This implies that a US$1 increase in
the price of gold would have a US$5.9 million negative impact (approximate) on
the marked-to-market valuation of the hedge book. Movements in US interest
rates, gold lease rates, volatilities and time will also have a sizeable impact
on the marked-to-market. All these variables can change significantly over short
time periods and can consequently materially affect the marked-to-market
valuation of the hedge book.
The approximate breakdown by type of the marked-to-market valuation at September
30, 2002 was as follows:
US$ million
-----------------------------------------------------------------
Forward contracts 6.3
European Put options (net bought) 31.4
European Call options (net sold) (80.7)
Lease rate swaps (3.0)
-----------------------------------------------------------------
(46.0)
=================================================================
Under US GAAP, following the implementation of SFAS 133 during 2001, these
instruments are all marked-to-market and reported at fair market value. The
related net unrealized gains or losses are reported as a component of net
income, except for the transitional adjustment at January 1, 2001, which is
reported as accumulated other comprehensive income.
Hedge Book Sensitivities
All of the projections set out below are forward looking statements and have
been prepared to provide supplementary information, based on the assumptions and
sensitivities set out below and the hedge book as at September 30, 2002.
Accordingly, the actual realized prices, cash flows, marked-to-market values and
portfolio sensitivities could differ materially from those set out below as a
result of a number of factors including changes in market conditions and active
management of the hedge book.
Marked-to-market Projections
The following table shows projected marked-to-market values of the portfolio for
specified dates at specified spot gold prices. These marked-to-market values are
calculated based on market conditions at September 30, 2002 using mid-market
rates and no volatility skew for options is assumed. Note also that there is one
lease rate swap that is not paid out immediately but is paid out in line with
forward sales - for this a fixing rate of two percent is assumed. All amounts
are in US$ millions.
60
Spot US$250/oz US$275/oz US$300/oz US$325/oz US$350/oz US$375/oz US$400/oz
------------------------------------------------------------------------------------------
Dec-02 356.06 232.86 103.99 (32.26) (176.09) (325.54) (478.02)
Dec-03 323.23 221.79 116.45 5.74 (111.03) (232.67) (356.89)
Dec-04 290.66 205.90 118.66 27.94 (66.66) (164.40) (264.13)
Dec-05 252.72 183.72 113.12 40.39 (34.79) (112.33) (191.72)
Dec-06 217.44 161.31 103.99 44.88 (16.57) (80.49) (146.52)
Dec-07 183.85 138.74 92.98 46.15 (2.26) (52.61) (104.89)
Dec-08 152.63 116.11 79.19 41.76 3.71 (35.03) (74.47)
Dec-09 114.10 87.65 60.89 33.66 5.86 (22.49) (51.38)
Dec-10 74.42 57.44 40.29 22.78 4.72 (14.06) (33.62)
Dec-11 45.51 35.21 24.87 14.38 3.62 (7.57) (19.25)
Dec-12 20.33 15.49 10.64 5.78 0.87 (4.12) (9.26)
Dec-13 -- -- -- -- -- -- --
Cash Flow Projections
The following table shows a breakdown of the cash flows that would be received
or paid under specified spot and lease rate assumptions. The specified lease
rates are used for all resets, i.e., one month, three months and six months. The
specified spot price is used to cash-settle all contracts. All amounts are in
US$ millions.
Spot US$250/oz US$275/oz US$300/oz
Lease Rate 1% 2% 3% 1% 2% 3% 1% 2% 3%
----------------------------------------------------------------------------------------------------
2002 22.97 22.97 22.97 18.85 18.85 18.85 14.73 14.73 14.73
2003 80.14 77.38 74.63 60.25 57.22 54.19 40.36 37.06 33.76
2004 72.32 66.46 60.59 56.76 50.31 43.86 41.20 34.17 27.13
2005 68.37 62.94 57.52 52.98 47.02 41.05 37.60 31.09 24.58
2006 60.04 55.26 50.47 47.37 42.10 36.83 34.69 28.94 23.20
2007 52.93 48.79 44.64 41.94 37.37 32.81 30.94 25.96 20.98
2008 45.73 42.09 38.46 36.99 32.99 29.00 28.25 23.89 19.53
2009 48.62 45.54 42.45 38.44 35.04 31.65 28.25 24.55 20.85
2010 46.12 43.65 41.18 36.62 33.90 31.18 27.11 24.14 21.17
2011 32.67 30.80 28.93 25.97 23.92 21.86 19.27 17.03 14.78
2012 27.49 26.06 24.63 22.04 20.48 18.91 16.60 14.89 13.18
2013 21.79 20.51 19.23 17.03 15.62 14.21 12.27 10.73 9.19
----------------------------------------------------------------------------------------------------
Total 579.19 542.45 505.70 455.24 414.82 374.40 331.27 287.18 243.08
----------------------------------------------------------------------------------------------------
Spot US$325/oz US$350/oz
Lease Rate 1% 2% 3% 1% 2% 3%
----------------------------------------------------------------------
2002 9.80 9.80 9.80 0.82 0.82 0.82
2003 19.03 15.45 11.87 -8.15 -12.00 -15.86
2004 24.39 16.76 9.14 2.98 -5.23 -13.44
2005 22.22 15.17 8.12 2.01 -5.59 -13.18
2006 22.01 15.79 9.56 9.09 2.38 -4.32
2007 19.94 14.55 9.15 7.91 2.10 -3.71
2008 19.51 14.79 10.06 10.06 4.98 -0.11
2009 18.07 14.06 10.05 7.89 3.57 -0.75
2010 17.60 14.39 11.17 8.10 4.63 1.17
2011 12.57 10.14 7.71 5.87 3.25 0.63
2012 11.16 9.31 7.45 5.72 3.72 1.72
2013 7.50 5.84 4.17 2.74 0.94 -0.85
-----------------------------------------------------------------------
Total 203.80 156.05 108.25 55.04 3.57 -47.88
-----------------------------------------------------------------------
61
Spot US$375/oz US$400/oz
Lease Rate 1% 2% 3% 1% 2% 3%
-------------------------------------------------------------------------
2002 -11.12 -11.12 -11.12 -22.71 -22.71 -22.71
2003 -42.62 -46.75 -50.88 -76.08 -80.48 -84.89
2004 -27.13 -35.92 -44.72 -54.63 -64.01 -73.39
2005 -20.85 -28.99 -37.13 -43.09 -51.77 -60.45
2006 -4.74 -11.92 -19.10 -19.13 -26.80 -34.46
2007 -5.22 -11.45 -17.67 -19.72 -26.36 -33.00
2008 -0.84 -6.29 -11.74 -13.91 -19.73 -25.54
2009 -3.00 -7.63 -12.26 -12.90 -17.84 -22.77
2010 -2.12 -5.83 -9.54 -10.55 -14.51 -18.46
2011 -1.54 -4.34 -7.15 -8.95 -11.94 -14.93
2012 -0.25 -2.39 -4.53 -6.23 -8.51 -10.79
2013 -2.03 -3.95 -5.87 -6.79 -8.84 -10.89
-------------------------------------------------------------------------
Total -121.46 -176.58 -231.71 -294.69 -353.50 -412.28
-------------------------------------------------------------------------
Portfolio Sensitivities
The following table shows the sensitivity of the portfolio to certain market
rate movements as at September 30, 2002. A description of each sensitivity is
given below.
Delta (5.9) (Ounces million)
Gold Rho 8.6 (US$ million)
US Rho (18.0) (US$ million)
Gold Vega (3.9) (US$ million)
Theta (per day) 0.2 (US$ million)
Delta The delta shows the gold ounces that we would have to buy to
neutralize the hedge book position. The delta could also be
interpreted as the change in marked-to-market value for a US$1
move in the spot gold price, i.e., a US$1 increase in spot would
result in a negative US$5.9 million move in the marked-to-market
value.
Gold Rho The gold rho figure shows the change in marked-to-market value
for a 25 basis point parallel shift in the gold interest rate
curve, i.e., a 0.25 per cent rise in gold interest rate across
the gold curve would increase the marked-to-market value by
US$8.6 million.
US Rho The US rho figure shows the change in the marked-to-market value
for a 25 basis point parallel shift in US interest rates, i.e., a
0.25 per cent rise in US interest rates across the US interest
rate curve would decrease the marked-to-market value by US$18.0
million.
Gold Vega The gold vega figure shows the change in marked-to-market value
for a 1 per cent parallel shift in the gold volatility curve,
i.e., a 1 per cent rise in the gold volatility curve would
decrease the marked-to-market value by US$3.9 million.
Theta The theta figure shows the change in marked-to-market value owing
to the passing of one day, with everything else remaining
constant, i.e., if all market parameters stay the same, the
marked-to-market value would increase by US$0.2 million for the
next day.
62
The table below shows Ashanti's portion of hedging commitments for Geita as at
September 30, 2002. This represents half of Geita's hedge commitments.
2002 2003 2004 2005 2006 2007 Total
-----------------------------------------------------------------------------------------------------
Forward Sales (ounces) 62,221 189,598 195,558 174,828 94,576 120,938 837,718
(US$/ounce) 283 285 289 294 296 298 291
-----------------------------------------------------------------------------------------------------
Puts Bought (ounces) 5,034 26,735 25,586 24,350 18,115 23,390 123,210
(US$/ounce) 292 291 291 291 291 292 291
-----------------------------------------------------------------------------------------------------
Summary:
-----------------------------------------------------------------------------------------------------
Protected (ounces) 66,948 216,333 221,144 199,178 112,691 144,328 960,621
Committed (ounces) 61,914 189,598 195,558 174,828 94,576 120,938 837,411
-----------------------------------------------------------------------------------------------------
Total committed ounces as a percentage of total forecast production 56%
-----------------------------------------------------------------------------------------------------
Lease Rate Swap 200,964 156,301 116,774 76,301 41,420 -- 200,964
Lease Rate Proceeds 307
-----------------------------------------------------------------------------------------------------
Mark-to-market Valuation
On September 30, 2002, the Geita portfolio had a negative mark-to-market value
of US$65.2 million (Ashanti's portion - US$32.6 million). This valuation was
based on a spot price of US$323 per ounce and the then prevailing US interest
rates, gold forward rates, volatilities and guidelines provided by the Risk
Management Committee of the Board.
Hedging as at December 31, 2001
As at December 31, 2001, our hedge book had a positive marked-to-market value of
US$88.8 million based on a spot price of US$277 per ounce (2000: positive
marked-to-market value of US$29.1 million based on a spot price of US$273 per
ounce). Our 50% share of the Geita hedge book had a negative marked-to-market
value of US$2.4 million at the year end.
As at December 31, 2001, we had 5.14 million ounces of protection at an average
rate of US$362 per ounce at December 31, 2001. As at December 31, 2001, over the
life of the hedge book (excluding Geita's production for the period of the
project finance 2002-2007), we had 41% of forecast production protected and 61%
of total forecast production committed.
Our hedge book's marked-to-market value benefited significantly over the past
two years from a lower US interest rate environment and the time decay of the
book. The lease rate spike during April/May 2001 did not have a material impact
on cashflows and cashflows generated from lease rate swaps over the year were
positive.
During 2001, two significant restructurings on the hedge book led to an
improvement in committed levels and the simplification of the lease rate swaps.
The first entailed the forced conversion of a convertible structure, which led
to a reduction of 554,400 ounces of commitments. The second restructuring
entailed the removal of the spot indexing feature of one of the gold lease rate
swaps, which would benefit us at higher spot prices.
The following table sets out our hedge portfolio as at December 31, 2001:
63
There-
2002 2003 2004 2005 2006 after Total
---------------------------------------------------------------------------------------------------------------------------
Forward Sales (ounces) 607,500 718,746 529,996 464,996 248,000 1,095,000 3,664,238
(US$/ounce) 335.14 351.14 355.18 353.14 349.35 347.24 348.04
---------------------------------------------------------------------------------------------------------------------------
Puts:
Bought (ounces) 270,000 50,000 79,200 79,200 79,200 316,800 874,400
(US$/ounce) 349.54 354.00 377.50 377.50 377.50 377.50 367.52
---------------------------------------------------------------------------------------------------------------------------
Sold (ounces) 50,000 50,000 50,000 -- -- -- 150,000
(US$/ounce) 270.00 270.00 270.00 -- -- -- 270.00
---------------------------------------------------------------------------------------------------------------------------
Subtotal (ounces) 220,000 -- 29,200 79,200 79,200 316,800 724,400
---------------------------------------------------------------------------------------------------------------------------
Calls:
Sold (ounces) 712,700 665,092 628,972 425,528 212,056 887,956 3,532,304
(US$/ounce) 336.39 338.72 342.44 344.19 365.58 356.06 346.55
---------------------------------------------------------------------------------------------------------------------------
Bought (ounces) 60,000 240,000 280,000 60,000 173,000 173,000 986,000
(US$/ounce) 380.00 429.13 444.43 380.00 418.44 418.42 423.74
---------------------------------------------------------------------------------------------------------------------------
Subtotal (ounces) 652,700 425,092 348,972 365,528 39,056 714,956 2,546,304
---------------------------------------------------------------------------------------------------------------------------
Convertible Structures:
Put Protection (ounces) -- -- -- -- 100,000 650,000 750,000
(US$/ounce) -- -- -- -- 400.75 400.77 400.77
---------------------------------------------------------------------------------------------------------------------------
Forward
Commitment (ounces) -- -- -- -- 200,000 839,000 1,039,000
(US$/ounce) -- -- -- -- 400.75 400.76 400.76
---------------------------------------------------------------------------------------------------------------------------
Call Commitment (ounces) -- -- -- -- -- 252,000 252,000
(US$/ounce) -- -- -- -- -- 400.78 400.78
---------------------------------------------------------------------------------------------------------------------------
Lease Rate ounces due 2,085 -- -- -- -- -- 2,085
Summary:
---------------------------------------------------------------------------------------------------------------------------
Protected (ounces) 825,415 718,746 559,196 544,196 427,200 2,061,800 5,136,553
---------------------------------------------------------------------------------------------------------------------------
Committed (ounces) 1,258,115 1,143,838 878,968 830,524 487,056 2,900,956 7,499,457
---------------------------------------------------------------------------------------------------------------------------
Lease Rate Swap
notional (ounces) 4,981,625 5,044,125 4,466,400 3,765,200 3,089,400 2,470,735 5,044,125
---------------------------------------------------------------------------------------------------------------------------
Expected gold production (excluding Geita Production for the period of the project 12,295,000
finance i.e., 2002-2007)
---------------------------------------------------------------------------------------------------------------------------
Marked- Marked-
to-market to-market
value value
2001 2000
(US$ (US$
million) million)
----------------------------------------------------------------------------------------------------------------
Forward Sales 117.6 93.3
----------------------------------------------------------------------------------------------------------------
Puts:
Bought 52.7 24.5
----------------------------------------------------------------------------------------------------------------
Sold (1.7) (1.6)
----------------------------------------------------------------------------------------------------------------
Subtotal
----------------------------------------------------------------------------------------------------------------
Calls:
Sold (53.7) (55.0)
----------------------------------------------------------------------------------------------------------------
Bought 5.4 6.5
----------------------------------------------------------------------------------------------------------------
Subtotal
----------------------------------------------------------------------------------------------------------------
Convertible Structures:
Put Protection 10.5 22.4
----------------------------------------------------------------------------------------------------------------
Forward
Commitment
----------------------------------------------------------------------------------------------------------------
Call Commitment
----------------------------------------------------------------------------------------------------------------
Lease Rate ounces due
Summary:
----------------------------------------------------------------------------------------------------------------
Protected
----------------------------------------------------------------------------------------------------------------
Committed
----------------------------------------------------------------------------------------------------------------
Lease Rate Swap
notional (42.0) (61.0)
----------------------------------------------------------------------------------------------------------------
Total committed ounces as a percentage of total expected production (excluding Geita
Production for the period of the project finance i.e., 2002-2007) 61% 75%
----------------------------------------------------------------------------------------------------------------
Total committed ounces as a percentage of total proven and probable reserves (excluding
Geita Production for the period of the project finance i.e., 2002-2007) 41% 47%
----------------------------------------------------------------------------------------------------------------
NOTES:
Under US GAAP, following the implementation of SFAS 133 during 2001, these
instruments are all marked-to-market and reported at fair market value.
Protected ounces include net bought put options plus forward sales.
Committed ounces include net call options sold plus forward sales (there is thus
some overlap between the figures for 'protected' and 'committed' ounces).
Convertible structures in the hedgebook are represented as either protection
and/or commitments as defined above.
Details of Hedging Contracts outstanding at December 31, 2001
Forward Sales:
Forward sales contracts are entered into to lock in the future price of gold for
the anticipated sale of our production. Since we are exposed to the risk of
fluctuations in the future price of gold, forward sales contracts are employed
as part of our hedging strategy to minimize the risk of future gold prices
falling. A total of 3.66 million ounces were sold forward at an average price of
US$348 per ounce.
64
Put Options:
We purchased 874,400 ounces of put options that gave us the right, but not the
obligation, to sell gold at certain strike prices. The average strike price was
US$368 per ounce. We also sold 150,000 ounces of put options at an average
strike price of US$270 per ounce.
Call Options:
We sold 3.53 million ounces of call options at an average strike price of US$347
per ounce. As a partial offset, we bought 986,000 ounces of call options at an
average strike price of US$424 per ounce which began maturing in 2002.
Convertible Structures:
The portfolio contained two types of convertible structures:
o We owned 300,000 ounces of put options for the period March 2006 to
December 2008 with strike prices of US$401 per ounce. Each option had a
conversion level and a strip of conversion dates associated with it. If the
conversion had occurred the put options would have converted into 589,000
ounces of forward sales at the same strike price.
o We owned 450,000 ounces of put options for the period March 2009 to
December 2013 with strike prices of US$401 per ounce. Each option had a
conversion level and a strip of conversion dates associated with it. If the
conversion had occurred each put option would have converted into 1 ounce
of forward sales and 0.56 ounces of (sold) call options.
The average conversion level for convertibles 1 and 2 was US$363 per ounce.
The hedge table breaks the above structures into protected and committed ounces.
The "Put Protection" represents the amount of ounces that may be sold should
gold continue trading at current levels. Under certain conditions (given above)
these puts may cease to exist and may be replaced by forward sales and/or calls
sold ("Forward Commitment" and "Call Commitment").
Gold Lease Rate Swaps:
A gold lease rate swap is a contract whereby we and a counterparty select a
notional amount of gold, and thereafter over the life of the contract one party
pays a fixed lease rate based on that amount of gold and the other party pays a
floating lease rate based on the same amount of gold.
Lease rate swaps are entered into in conjunction with forward sales contracts to
hedge the anticipated sales of our gold production. The forward price for gold
is derived, in part, from the current spot rates plus a premium derived from
LIBOR-based interest rates less the fixed gold lease rates for a term consistent
with the term of the forward contract. Lease rate swaps alter the fixed gold
lease rate in the gold forward price to a floating gold lease rate. The
combination of a lease rate swap and a forward contract creates a forward
contract with a floating forward rate that adjusts for changes in the short term
gold lease rates.
As of December 31, 2001, a maximum of approximately 5.0 million ounces of our
hedged production were exposed to the floating one, three and six month lease
rate at any one time.
The lease rate swaps can be broken down into the following types (under all of
these contracts we received a certain lease rate income, which can be regarded
as compensation for the lease rate exposure that we took on).
65
Fixed Volume
Description Rate (ounces)
----------------------------------------------------------------------------------------------------
We pay a monthly floating rate and receive a monthly fixed rate of 2.00% 2.00 25,625
----------------------------------------------------------------------------------------------------
We pay a semi-annual floating rate and receive a semi-annual fixed rate of 1.90% 1.90 1,546,000
----------------------------------------------------------------------------------------------------
We pay a quarterly floating rate and receive a quarterly fixed rate of 1.80%. The
fixed amount of ounces is converted to dollars at a fixed spot price of US$300 1.80 1,920,000
----------------------------------------------------------------------------------------------------
We pay a quarterly floating rate and receive a fixed amount of dollars at
maturity. The quarterly amount is rolled until maturity of each forward contract.
The fixed amount for each contract is calculated using the formula:
Volume*YearsToMaturity*302*2.00%. The next rate set is in 2002 2.00 920,000
----------------------------------------------------------------------------------------------------
We pay a quarterly floating rate and receive a fixed rate of 1.75% 1.75 880,000
----------------------------------------------------------------------------------------------------
Total 5,291,625
----------------------------------------------------------------------------------------------------
Marked-to-market Valuations
On December 31, 2001, the portfolio had a positive marked-to-market value of
US$88.8 million. This valuation was based on a spot price of US$277 per ounce
and the then prevailing applicable US interest rates, gold forward rates,
volatilities and guidelines provided by our Risk Management Committee. The delta
at that time was 6.0 million ounces negative. This implies that a US$1 increase
in the price of gold would have had a US$6.0 million negative impact
(approximate) on the marked-to-market valuation of the hedge book. Movements in
US interest rates, gold lease rates, volatilities and time will also have a
sizeable impact on the marked-to-market. All these variables can change
significantly over short time periods and can consequently materially affect the
marked-to-market valuation of the hedge book.
The approximate breakdown by type of the marked-to-market valuation at December
31, 2001 and 2000 was as follows:
2001(1) 2000(2)
US$m US$m
-------------------------------------------------------
Forward contracts 117.6 93.3
European Put options (net bought) 51.0 22.9
European Call options (net sold) (48.3) (48.5)
Convertible structures 10.5 22.4
Lease rate swaps (42.0) (61.0)
-------------------------------------------------------
88.8 29.1
-------------------------------------------------------
(1) Under US GAAP, following the implementation of SFAS 133 during 2001, these
instruments are all marked-to-market and reported at fair market value. The
related net unrealized gains or losses are reported as a component of net
income, except for the transitional adjustment at January 1, 2001, which is
reported as accumulated other comprehensive income.
(2) Under US GAAP, prior to the implementation of SFAS 133, forward contracts
and lease rate swaps were designated as hedging instruments as we utilized
them to manage our exposure to the risks associated with fluctuations in
the price of gold. Gains and losses on these instruments were recognized as
income when the underlying hedged gold sales were recorded. All other
instruments were not designated as hedging instruments and, accordingly
were marked-to-market and reported at fair market value with the net
unrealized gains or losses reported as a component of net income.
Hedge Book Sensitivities
All of the projections set out below are forward-looking statements and have
been prepared to provide supplementary information, based on the assumptions and
sensitivities set out below and the hedge book as at December 31, 2001.
Accordingly, the actual realized prices, cash flows, marked-to-market values and
portfolio sensitivities could differ materially from those set out below as a
result of a number of factors including changes in market conditions and active
management of the hedge book.
Projected Realized Prices
The following summary table shows, as at December 31, 2001, the ounces delivered
and average prices at the assumed spot price indicated. A quarterly lease rate
of 2% is assumed throughout.
66
Ounces Average Price
delivered US$ per
Spot Price million Ounce
--------------------------------------------------------------------------
US$250 5.2 359
US$300 5.4 353
US$350 7.1 349
US$400 8.1 348
--------------------------------------------------------------------------
The number of ounces delivered in this table indicates how many ounces we would
sell through forward sales, as well as calls and puts, bought and sold, which
would be exercised under the various assumed spot prices. The effects of all
lease rate swap rate-sets have been included in the average price.
Marked-to-market Projections
The following table shows projected marked-to-market values of the portfolio for
specified dates at specified spot gold prices. These marked-to-market values
were calculated based on then-current market conditions using mid-rates and no
volatility skew for options was assumed. Note also that there is one lease rate
swap that is not paid out immediately but is paid out in line with forward sales
- for this a fixing rate of 2% is assumed. All amounts are in US$ millions.
Spot US$250/oz US$275/oz US$300/oz US$325/oz US$350/oz US$375/oz US$400/oz
---------------------------------------------------------------------------------------------
Dec 02 247.79 129.51 4.04 (130.08) (273.01) (422.35) (575.38)
Dec 03 225.62 128.97 27.58 (80.00) (194.80) (316.96) (442.75)
Dec 04 206.17 125.96 42.97 (43.96) (135.43) (234.45) (336.24)
Dec 05 185.01 119.56 52.23 (17.55) (90.03) (169.17) (251.71)
Dec 06 166.00 112.03 56.70 (0.66) (60.63) (127.08) (197.58)
Dec 07 147.77 103.47 58.44 12.21 (35.80) (88.93) (146.55)
Dec 08 121.49 86.93 52.00 16.52 (19.71) (59.41) (103.07)
Dec 09 93.10 67.65 41.94 15.88 (10.62) (39.56) (73.08)
Dec 10 63.90 46.67 29.24 11.55 (6.47) (26.01) (50.30)
Dec 11 41.06 30.21 19.22 7.98 (3.55) (15.71) (30.82)
Dec 12 17.35 12.51 7.61 2.57 (2.73) (8.33) (14.97)
Dec 13 -- -- -- -- -- -- --
---------------------------------------------------------------------------------------------
Cash Flow Projections
The following table shows a breakdown of the cash flows that would be received
or paid under specified spot and lease rate assumptions. The specified lease
rates are used for all resets, i.e. one month, three month and six month. The
specified spot price is used to cash-settle all contracts. All amounts are in
US$ millions.
Spot US$250/oz US$275/oz US$300/oz
Lease Rate 1% 2% 3% 1% 2% 3% 1% 2% 3%
--------------------------------------------------------------------------------------------
2002 83.79 79.33 74.88 62.73 57.84 52.94 40.68 35.34 30.00
2003 87.55 76.81 66.06 69.33 57.51 45.69 50.11 37.22 24.32
2004 74.57 64.80 55.02 60.32 49.57 38.82 45.07 33.34 21.61
2005 66.55 57.99 49.44 52.91 43.50 34.10 39.27 29.01 18.75
2006 56.96 49.69 42.41 46.22 38.22 30.22 35.48 26.75 18.03
2007 49.37 43.17 36.97 40.05 33.23 26.41 30.73 23.29 15.85
2008 50.55 45.22 39.90 40.83 34.98 29.12 31.12 24.73 18.35
2009 46.23 41.72 37.20 37.12 32.15 27.18 28.00 22.58 17.16
2010 41.88 37.84 33.81 33.73 29.30 24.86 25.59 20.75 15.92
2011 31.20 27.47 23.74 24.98 20.88 16.87 18.77 14.30 9.82
2012 28.90 25.34 21.77 23.14 19.22 15.30 17.38 13.10 8.82
2013 20.91 17.43 13.96 16.34 12.52 8.70 11.78 7.61 3.44
--------------------------------------------------------------------------------------------
Total 638.46 566.81 495.16 507.70 428.92 350.21 373.98 288.02 202.07
--------------------------------------------------------------------------------------------
67
Spot US$325/oz US$350/oz
Lease Rate 1% 2% 3% 1% 2% 3%
-------------------------------------------------------------------------------
2002 17.88 12.09 6.31 (12.83) (19.06) (25.29)
2003 28.93 14.96 0.99 1.81 (13.23) (28.28)
2004 28.56 15.85 3.15 7.46 (6.23) (19.91)
2005 25.63 14.52 3.40 7.16 (4.81) (16.78)
2006 24.74 15.28 5.83 13.75 3.57 (6.61)
2007 21.41 13.35 5.29 11.06 2.38 (6.30)
2008 21.41 14.49 7.57 10.99 3.54 (3.92)
2009 18.88 13.01 7.13 9.76 3.43 (2.89)
2010 17.45 12.21 6.97 9.31 3.67 (1.98)
2011 12.55 7.71 2.86 6.34 1.12 (4.10)
2012 11.62 6.98 2.35 5.86 0.86 (4.13)
2013 7.22 2.70 (1.82) 2.66 (2.21) (7.08)
-------------------------------------------------------------------------------
Total 236.28 143.15 50.03 73.33 (26.97) (127.27)
-------------------------------------------------------------------------------
Spot US$375/oz US$400/oz
Lease Rate 1% 2% 3% 1% 2% 3%
-------------------------------------------------------------------------------
2002 (47.40) (54.07) (60.75) (80.57) (87.69) (94.81)
2003 (30.63) (46.75) (62.87) (64.02) (81.22) (98.41)
2004 (21.15) (35.82) (50.48) (49.15) (64.79) (80.43)
2005 (14.75) (27.58) (40.40) (36.05) (49.73) (63.41)
2006 3.64 (7.27) (18.18) (12.13) (23.76) (35.40)
2007 1.38 (7.92) (17.22) (14.73) (24.65) (34.57)
2008 1.05 (6.94) (14.92) (15.58) (24.10) (32.61)
2009 (0.77) (7.55) (14.32) (10.32) (17.54) (24.77)
2010 (0.24) (6.29) (12.34) (8.02) (14.47) (20.92)
2011 (1.29) (6.88) (12.47) (8.92) (14.88) (20.84)
2012 (1.32) (6.67) (12.01) (8.49) (14.20) (19.90)
2013 (3.32) (8.53) (13.75) (9.30) (14.86) (20.42)
-------------------------------------------------------------------------------
Total (114.80) (222.27) (329.71) (317.28) (431.89) (546.49)
-------------------------------------------------------------------------------
Portfolio Sensitivities
The following table shows the sensitivity of the portfolio to certain market
rate movements as at December 31, 2001. A description of each sensitivity is
given below.
Delta (6.0) (Ounces million)
Gold Rho 0.9 (US$ million)
US Rho (17.6) (US$ million)
Gold Vega (3.9) (US$ million)
Theta (per day) 0.4 (US$ million)
Delta The delta shows the gold ounces that we would have to buy to
neutralize the hedge book position. The delta could also be
interpreted as the change in marked-to-market value for a US$1
move in the spot gold price, i.e. a US$1 increase in spot would
result in a negative US$6.0 million move in the marked-to-market
value.
Gold Rho The gold rho figure shows the change in marked-to-market value
for a 25 basis point parallel shift in the gold interest rate
curve, i.e. a 0.25 per cent rise in gold interest rate across the
gold curve would increase the marked-to-market value by US$0.9
million.
US Rho The US rho figure shows the change in the marked-to-market value
for a 25 basis point parallel shift in US interest rates, i.e. a
0.25 per cent rise in US interest rates across the US interest
rate curve would decrease the marked-to-market value by US$17.6
million.
Gold Vega The gold vega figure shows the change in marked-to-market value
for a 1 per cent parallel shift in the gold volatility curve,
i.e. a 1 per cent rise in the gold volatility curve would
decrease the marked-to-market value by US$3.9 million.
Theta The theta figure shows the change in marked-to-market value owing
to the passing of one day, with everything else remaining
constant, i.e. if all market parameters stay the same, the
marked-to-market value would increase by US$0.4 million for the
next day.
68
Geita Hedging
The table below shows our portion of hedging commitments for Geita as at
December 31, 2001. The table represents half of Geita's hedge commitments.
2002 2003 2004 2005 2006 2007 Total
-------------------------------------------------------------------------------------------------------
Forward Sales (ounces) 225,350 238,681 195,558 125,744 94,576 120,938 1,000,847
(US$/ounce) 282.07 285.78 288.53 294.33 296.05 298.49 289.06
-------------------------------------------------------------------------------------------------------
Puts: Bought (ounces) 25,170 26,735 25,586 24,350 18,115 23,390 143,346
(US$/ounce) 291.03 291.19 291.29 291.19 291.03 291.66 291.23
-------------------------------------------------------------------------------------------------------
Summary:
Protected (ounces) 250,520 265,416 221,144 150,094 112,691 144,328 1,144,193
Committed (ounces) 225,350 238,681 195,558 125,744 94,576 120,938 1,000,847
-------------------------------------------------------------------------------------------------------
Total committed ounces as a percentage of total forecast production 60%
-------------------------------------------------------------------------------------------------------
Lease Rate Swap 233,316 200,964 156,301 116,774 76,301 41,420 233,316
-------------------------------------------------------------------------------------------------------
Marked-to-market Valuation
On December 31, 2001 the Geita portfolio had a negative marked-to-market value
of US$4.7 million (our portion: US$2.35 million). This valuation was based on a
spot price of US$277 and the then prevailing US interest rates, gold forward
rates, volatilities and guidelines provided by our Risk Management Committee.
Currency Risk
We earn all of our revenue in US dollars and the majority of our costs,
including capital expenditure, are based in US dollars. We have some local
denominated costs, principally in Ghana, Guinea, Tanzania and Zimbabwe. Although
these countries have recently experienced high inflation, this has been offset
by the devaluation of the respective currencies against the US dollar. Movements
in exchange rates should therefore not have any significant impact on earnings.
Our total borrowings at September 30, 2002 (excluding the 50% share of the
US$113.4 million Geita project finance loan) were US$268.1 million, which was
predominately US dollar denominated. An analysis of the maturity of the
borrowings as at December 31, 2001 is set out in Note 19 to the financial
statements. Cash at September 30, 2002 totaled US$35.8 million, of which
approximately US$33.8 million was US dollar denominated. Cash is held in other
currencies for local payments, principally in Ghana, Guinea, Tanzania and
Zimbabwe.
Our reporting currency is the US dollar. In all locations in which we operate,
including Ghana, Guinea, Tanzania and Zimbabwe, substantially all revenues are
billed in US dollars and predominantly all expenses are incurred in or indexed
to the US dollar.
The table below provides an analysis between US dollars and other currencies of
revenues and expenses together with borrowings and cash as at and for the
nine-month period ended September 30, 2002:
Other
US Dollar Currencies
--------------------------------------------------------------------------------
% of revenues 100% --
% of expenditures 80% 20%
% of borrowings 99% 1%
% of cash 95% 5%
--------------------------------------------------------------------------------
We settle expenses in local currencies through the conversion of US dollar
revenues into such local currencies. In several countries in which we operate,
existing mining agreements mandate the remittance by us of certain revenues back
to the country of operation for conversion into the local currency. Once
converted, these funds are used to settle, in local currency, certain
expenditures which are primarily wages. These wages are, however, generally
indexed to the US dollar.
69
Interest Rate Risk
Following the completion of the recent restructuring in June 2002, our debt
position has changed significantly. The table below shows our debt position by
maturity excluding unamortized issue costs of US$4.8 million as at September 30,
2002:
Fixed Rate Floating Rate Total
US$ million US$ million US$ million
--------------------------------------------------------------------------------
Borrowings -- 272.9 272.9
Repayments falling due:
Between one and two years -- 3.0 3.0
Between two and five years -- 147.2 147.2
After five years -- 116.0 116.0
--------------------------------------------------------------------------------
After more than one year -- 266.2 266.2
Within one year -- 6.7 6.7
--------------------------------------------------------------------------------
Gross debt -- 272.9 272.9
Cash -- (35.8) (35.8)
--------------------------------------------------------------------------------
Net debt -- 237.1 237.1
--------------------------------------------------------------------------------
The table shows that our debt position floats completely, and therefore
increases in US interest rates (LIBOR) will lead to higher interest costs to us.
Conversely, decreases in US interest rates will lead to lower interest costs to
us. Currently, we do not hedge this exposure, but are considering alternatives
for hedging this exposure in the future.
Based on our net debt position at September 30, 2002, the effect on earnings of
a 1% change in US dollar LIBOR interest rates would result in a decrease or
increase in profit/(loss) attributable to shareholders of approximately US$2.4
million per annum.
70
DESCRIPTION OF BUSINESS
General
We are engaged in the mining and processing of gold ores and the exploration and
development of gold properties in Africa and in hedging activities in connection
with our gold production. We have interests in major gold mines in Ghana,
Guinea, Tanzania and Zimbabwe. For the first nine months of 2002, our gold
production was 1.22 million ounces. In 2001, we produced a total of
approximately 1.66 million ounces of gold. As at December 31, 2001, we had
proven and probable contained gold reserves of approximately 26.1 million
ounces, before making any allowance for minority and joint venture interests.
We occupy a position of strategic significance within the Ghanaian economy. We
are a major contributor of foreign exchange earnings to Ghana, Guinea, Tanzania
and Zimbabwe. In addition, we are one of the largest companies listed on the
Ghana Stock Exchange and a major employer, particularly in the Ashanti region of
Ghana.
Our priority is to explore for, develop and operate gold mines in Africa and to
remain a leading mining company in Africa, managed largely by Africans. We are
currently focusing on developing the potential of our existing mines and
increasing the efficiency of their operations. As part of this strategy, we are
engaged in development projects to be completed over the next 18 months at three
of our existing mines, Geita, Iduapriem/Teberebie and Siguiri, each of which
will be funded from internal resources or through our revolving credit facility.
At Geita and Iduapriem/Teberebie, processing throughput is planned to be
increased by 40% and 50% respectively to between 5.6 million and 6.0 million
tonnes per year and 4.0 million tonnes per year. At Siguiri, the current heap
leach operation has a capacity of 9.0 million tonnes per year (with a
metallurgical recovery of some 80%). It is planned to construct an 8.0 million
tonnes per year CIP plant which will have a metallurgical recovery of some 93%
and to continue to use the heap leach plant but at a reduced rate of around 1.5
million tonnes per year.
We also continue to explore consolidation opportunities in the gold sector. As a
leading mining company operating solely in Africa we are offered the opportunity
to participate in a number of projects and properties throughout Africa, such as
the platinum group metal project in which we recently acquired an exploration
interest. We will continue to review opportunities which have low entry costs
and high expected returns and allow us to apply our technical expertise.
71
[GRAPHIC]
We produced a total of 1,656,784 ounces of gold in the 12 month period ended
December 31, 2001, from our gold mining operations at Obuasi, Bibiani, Iduapriem
and Ayanfuri in Ghana, Siguiri in Guinea, Geita in Tanzania and Freda-Rebecca in
Zimbabwe, compared to 1,737,264 ounces in 2000.
Our oldest mine and largest reserve is located at Obuasi in the Ashanti region
of Ghana. We have a 100% interest in Obuasi. Gold mining has been conducted at
this site for over 100 years and during that period, records show that Obuasi
has produced approximately 28 million ounces of gold. Obuasi produced 528,451
ounces of gold, principally from underground, in the 12 month period ended
December 31, 2001.
The Bibiani mine, in which we have a 100% interest, located in the Western
Region of Ghana, was an old redundant underground mine upon which we
commissioned a major open pit mine with a new CIL plant in the first quarter of
1998. Gold production for the 12 month period ended December 31, 2001 was
253,052 ounces compared to 273,711 ounces for the 12 month period ended December
31, 2000.
We have an 80% interest in the Iduapriem gold mine, owned by Ghanaian-Australian
Goldfields Limited, in the Western Region of Ghana. In June 2000, we acquired a
90% interest in the Teberebie gold mine, which is adjacent to Iduapriem. In the
12 month period ended December 31, 2001, Iduapriem/Teberebie produced 205,130
ounces of gold compared with 193,868 ounces of gold for the 12 month period
ended December 31, 2000.
The Ayanfuri mine, in which we have a 100% interest, located in central Ghana,
commenced operations in 1994. Ayanfuri had exhausted substantially all of its
gold reserves by December 31, 2000. We are currently implementing a mine closure
plan under Obuasi mine management control.
The Siguiri mine, located in the north-eastern part of Guinea, commenced
operations in the first quarter of 1998 and up until the end of 2001 had
produced a total of 1.02 million ounces of gold. We have an 85% interest in the
Siguiri mine. Production for the 12 month period ended December 31, 2001 was
283,199 ounces of gold compared to 303,381 ounces of gold for the 12 month
period ended December 31, 2000.
The Geita mine in Tanzania was commissioned in June 2000 and produced a total of
176,836 ounces of gold during the year 2000. On December 15, 2000, we completed
the sale to AngloGold Limited of 50% of our
72
interest in the Geita Mine pursuant to both a sale and purchase agreement and a
joint venture agreement signed between the parties. In 2001, the Geita mine
produced a total of 545,562 ounces of gold.
The Freda-Rebecca gold mine, in which we have a 100% interest, began operations
in 1988. In 2001, Freda-Rebecca produced 102,654 ounces of gold, compared to
112,164 ounces of gold in the previous 12 month period ended December 31, 2000.
Our History
In 1897, an English company named Ashanti Goldfields Corporation Limited, or
Ashanti Goldfields, was founded and began to develop a mining concession in the
area of our current operations at Obuasi. Several years later, underground
mining began at the site and has continued to the present. In 1969, Ashanti
Goldfields became a wholly owned subsidiary of Lonrho Plc, now called Lonmin
Plc, or Lonmin, a UK listed company which at that time had interests in mining,
hotels and general trade in Africa. Following the Lonmin acquisition in 1969,
the Government of Ghana acquired 20% of Ashanti Goldfields from Lonmin in
exchange for the Government of Ghana's agreement to extend the term of Ashanti
Goldfields' mining lease over the concession area.
In 1972, the Government of Ghana formed us as a Ghanaian company to take over
the assets, business and functions formerly carried out by Ashanti Goldfields.
The Government of Ghana then held 55% of our outstanding shares, with Lonmin
holding the remaining 45%.
In 1994, as part of its divestiture policy, the Government of Ghana sold part of
its holding in us in a global offering. In connection with that offering, we
were reorganized as a Ghanaian public limited company. As at November 15, 2002,
the Government of Ghana owned approximately 17.3% and Lonmin owned approximately
28.4% of our outstanding shares.
In 1996, we expanded our operations through the acquisition of companies holding
interests in the Ayanfuri, Bibiani, Iduapriem, Siguiri, and Freda-Rebecca
properties, which were already or were subsequently developed as mines, and
acquired an interest in what was then the Geita exploration concession in
Tanzania. In 1998, we acquired SAMAX Gold Inc., the principal asset of which was
the other part of the interest in the Geita exploration concession adjacent to
our existing license area. In 1999 and 2000, we developed the Geita mine and in
2000 sold a 50% equity interest in it to AngloGold Limited. In 2000, we acquired
our interest in the Teberebie mine, which is adjacent to the Iduapriem mine.
Through the period from the end of 1999 to June 2002, commencing with a sharp
rise in the price of gold which led initially to a liquidity crisis, we were
engaged in a process of financial restructuring with our banks, hedge
counterparties and noteholders.
Recent restructuring
In June 2002, we completed a financial restructuring which involved:
o entering into a new enlarged revolving credit facility of US$200 million;
o raising approximately US$41.8 million from the early exercise of 70.3% of
our warrants (which were previously issued to some of our banks and hedge
counterparties and which were exchangeable for our shares);
o agreement with our hedge counterparties for continued margin-free trading;
and
o raising US$75.0 million through the issue to our largest shareholder,
Lonmin, of mandatorily exchangeable notes, or MENs, which convert into our
ordinary shares upon the completion of this rights issue.
The Government of Ghana has a call option in respect of approximately US$28.4
million of these MENs. Lonmin and the Government of Ghana have both
contractually agreed that the MENs represent approximately % of their
entitlements under the rights issue and neither party will be exercising or
dealing in this percentage of their rights.
73
Current trading and prospects
Our total gold production for the year ending December 31, 2002 is expected to
exceed 1.57 million ounces, despite the shortfalls in gold production in the
nine months ended September 30, 2002 at Obuasi and Siguiri.
At Obuasi, the mine's full year production target of 530,000 ounces at a cash
operating cost per ounce of US$190 may be difficult to achieve due to the
shortfall in production in the first nine months of 2002. At
Iduapriem/Teberebie, we expect to start commissioning of the CIL expansion in
the fourth quarter of 2002 and anticipate that it will be completed by the end
of the first quarter of 2003. The Bibiani mine experienced a slope failure on
the western wall of the pit at the beginning of the fourth quarter of 2002. This
is not expected to impact gold production materially but will add approximately
US$3 million to costs for the period until the end of the first quarter of 2003.
At Siguiri, we have completed a feasibility study to assess the viability of
converting the mine's processing plant to a hybrid combining CIP and heap leach
and made a decision to proceed with the development project. It is scheduled to
be completed in the first quarter of 2004. At the Geita mine, we anticipate that
production will be lower for the three quarters beginning October 1, 2002, due
to lower mined grades as waste stripping continues in cut 3 at Nyankanga.
Gold Production Summary
The following chart details the operating and production results from operations
for the years ended December 31, 2001, 2000 and 1999, as well as the nine months
ended September 30, 2002.
9 months to Year to December 31,
Sept 30, 2002 2001 2000 1999
--------------------------------------------------------------------------------
Obuasi
Underground Mining
Ore production ('000 tonnes) 1,827 2,507 2,348 2,348
Ore grade (g/t) 7.52 7.90 7.87 7.86
Surface Mining
Ore production ('000 tonnes) 192 -- 891 3,035
Ore grade (g/t) 2.76 -- 4.20 3.03
Waste mined ('000 tonnes) 1,136 -- 8,907 21,513
Strip ratio(1) 5.9 -- 10.0 7.1
--------------------------------------------------------------------------------
Sulfide Treatment Plant
Ore processed ('000 tonnes) 1,758 2,394 2,466 2,322
Head grade (g/t) 7.23 7.53 6.32 4.97
Recovery (%) 84.9 83.5 82.1 76.9
Gold produced (ounces) 346,529 482,982 412,824 285,842
--------------------------------------------------------------------------------
Pompora Treatment Plant
Ore processed ('000 tonnes) -- -- 787 1,611
Head grade (g/t) -- -- 8.01 8.31
Recovery (%) -- -- 82.4 83.0
Gold produced (ounces) 195 2,470 167,725 357,542
--------------------------------------------------------------------------------
Oxide Treatment Plant
Ore processed ('000 tonnes) 184 -- 245 1,343
Head grade (g/t) 1.98 -- 2.85 1.77
Recovery (%) 80.1 -- 74.2 73.9
Gold produced (ounces) 9,399 -- 16,683 56,344
--------------------------------------------------------------------------------
74
9 months to Year to December 31,
Sept 30, 2002 2001 2000 1999
----------------------------------------------------------------------------------------------
Tailings Treatment Plant
Ore processed ('000 tonnes) 1,326 1,666 1,831 1,765
Head grade (g/t) 2.29 2.46 2.39 2.31
Recovery (%) 31.0 32.7 31.1 33.1
Gold produced (ounces) 30,275 42,999 43,756 43,301
----------------------------------------------------------------------------------------------
Obuasi Total Processed
Ore processed ('000 tonnes) 3,268 4,060 5,329 7,043
Head grade (g/t) 4.93 5.45 5.06 4.46
Recovery (%) 74.6 74.3 73.9 73.5
Gold produced (ounces) 386,398 528,451 640,988 743,111
----------------------------------------------------------------------------------------------
Distribution of Obuasi Production (ounces)
Underground 346,529 485,452 493,926 490,013
Surface 9,399 -- 103,306 209,797
Tailings 30,275 42,999 43,756 43,301
Total 386,398 528,451 640,988 743,111
----------------------------------------------------------------------------------------------
Ayanfuri
Mining
Ore production ('000 tonnes) -- 332 884 1,293
Ore grade (g/t) -- 1.50 1.50 1.33
Waste mined ('000 tonnes) -- 1,059 2,988 1,606
Strip ratio -- 3.2 3.4 1.2
----------------------------------------------------------------------------------------------
Heap Leach
Ore stacked ('000 tonnes) -- 329 1,121 1,392
Head grade (g/t) -- 1.20 1.21 1.16
Recovery (%) -- 90.8 83.3 85.3
Gold produced (ounces) -- 11,517 36,316 44,424
----------------------------------------------------------------------------------------------
Iduapriem/Teberebie
Mining
Ore production ('000 tonnes) 3,339 4,852 4,824 5,901
Ore grade (g/t) 1.63 1.58 1.25 1.15
Waste mined ('000 tonnes) 11,920 13,839 14,954 13,019
Strip ratio 3.6 2.9 3.1 2.6
----------------------------------------------------------------------------------------------
CIL Plant
Ore processed ('000 tonnes) 1,966 2,731 2,691 2,929
Head grade (g/t) 1.96 1.92 1.58 1.46
Recovery (%) 92.5 94.6 93.4 93.7
Gold produced (ounces) 110,945 158,103 128,374 128,865
----------------------------------------------------------------------------------------------
Heap Leach
Ore stacked ('000 tonnes) 1,301 2,633 2,264 2,817
Head grade (g/t) 1.12 0.91 0.78 0.77
Recovery (%) 60.9 61.7 67.5 53.8
Gold produced (ounces) 28,511 47,027 38,518 34,835
Total gold produced (ounces) 139,456 205,130 193,868 163,700
----------------------------------------------------------------------------------------------
Bibiani
Mining
Ore production ('000 tonnes) 1,873 2,560 2,368 3,014
Ore grade (g/t) 3.29 3.58 3.38 3.65
Waste mined ('000 tonnes) 8,721 13,981 15,223 12,240
Strip ratio 4.7 5.5 6.4 4.1
----------------------------------------------------------------------------------------------
75
9 months to Year to December 31,
Sept 30, 2002 2001 2000 1999
----------------------------------------------------------------------------------------------
CIL Plant
Ore processed ('000 tonnes) 1,891 2,769 2,761 2,481
Head grade (g/t) 3.75 3.46 3.70 3.82
Recovery (%) 81.2 83.7 86.7 85.9
Gold produced (ounces) 182,217 253,052 273,711 261,899
----------------------------------------------------------------------------------------------
Siguiri
Mining
Ore production ('000 tonnes) 6,609 8,517 10,804 6,832
Ore grade (g/t) 1.19 1.34 1.33 1.86
Waste mined ('000 tonnes) 6,080 5,268 5,333 3,370
Strip ratio 0.92 0.6 0.5 0.5
----------------------------------------------------------------------------------------------
Heap Leach
Ore stacked ('000 tonnes) 6,956 9,064 8,878 6,341
Head grade (g/t) 1.14 1.33 1.34 1.73
Recovery (%) 81.7 73.1 79.3 67.8
Gold produced (ounces) 209,159 283,199 303,381 239,218
----------------------------------------------------------------------------------------------
Freda-Rebecca
Underground Mining
Ore production ('000 tonnes) 832 1,156 1,042 1,030
Ore grade (g/t) 3.00 3.56 3.69 3.78
----------------------------------------------------------------------------------------------
Surface Mining
Ore processed ('000 tonnes) 110 56 -- --
Ore grade (g/t) 2.52 2.10 -- --
----------------------------------------------------------------------------------------------
Processing
Ore processed ('000 tonnes) 845 1,121 1,003 1,141
Head grade (g/t) 3.36 3.30 3.89 3.32
Recovery (%) 82.4 86.4 89.8 89.6
Gold produced (ounces) 75,065 102,654 112,164 109,184
----------------------------------------------------------------------------------------------
Geita Joint Venture (JV)
Mining
Ore production ('000 tonnes) 4,306 4,522 1,240 --
Ore grade (g/t) 3.6 3.80 3.00 --
Waste mined ('000 tonnes) 27,503 27,215 11,852 --
Strip ratio 6.4 6.0 9.6 --
----------------------------------------------------------------------------------------------
Processing
CIL Plant
Ore processed ('000 tonnes) 3,718 4,582 2,075 --
Head grade (g/t) 4.10 3.91 2.94 --
Recovery (%) 93.0 93.0 92.0 --
Gold produced (ounces) 456,301 545,562 176,836 --
Ashanti's share (ounces) 228,151 272,781 176,836 --
----------------------------------------------------------------------------------------------
Managed gold production (ounces) 992,295 1,384,003 1,737,264 1,561,536
Geita joint venture 50% (ounces) 228,151 272,781 -- --
----------------------------------------------------------------------------------------------
Total managed gold production 1,220,446 1,656,784 1,737,264 1,561,536
==============================================================================================
Regarding "strip ratio" as used in the table above, for our open pit mines, each
commercially mineable deposit has an overall design strip ratio based on the
economically optimized and fully engineered pit layout. This strip ratio changes
from period to period depending upon the configuration of the ore body and
mining and production considerations. It is usually necessary to mine at varying
strip ratios each year in order to excavate the tonnage of ore required to be
sent to the processing plant for that period.
76
Total Revenues by Country
Year to December 31, Nine months to September 30,
2001 2000 1999 2002 2001
US$m US$m US$m US$m US$m
--------------------------------------------------------------------------------------------
Ghana 271.1 49% 320.1 55% 340.4 58% 217.6 52% 200.1 49%
Isle of Man(1) 98.6 18% 97.0 17% 143.0 25% 38.6 9% 63.1 16%
Guinea 76.6 14% 85.2 15% 67.3 12% 64.3 15% 59.4 15%
Tanzania 74.1 13% 48.6 8% -- -- 67.0 16% 56.8 14%
Zimbabwe 34.0 6% 31.3 5% 31.4 5% 31.8 8% 26.2 6%
--------------------------------------------------------------------------------------------
Total Revenues 554.4 100% 582.2 100% 582.1 100% 419.3 100% 405.6 100%
============================================================================================
NOTES:
1. Revenues from the Isle of Man relate solely to hedging activities.
Operating and Production Information Before Exceptional Items
Year to December 31, Nine months to September 30,
2001 2000 1999 2002 2001
----------------------------------------------------------------------------------------------------------------
Total gold produced (ounces) 1,656,784 1,737,264 1,561,536 1,220,446 1,247,567
Average realized price per ounce (US$) 335 335 372 344 325
Average spot price per ounce (US$) 275 279 281 308 273
Cash operating costs of production
per ounce (US$) 190 187 205 194 188
Royalties per ounce (US$) 8 8 8 9 8
Corporate administration cost
per ounce (US$) 13 15 17 10 12
Depreciation, depletion and amortisation
per ounce (US$) 55 65 72 59 61
Total cost of gold production per ounce (US$) 266 275 302 272 269
----------------------------------------------------------------------------------------------------------------
Cash operating costs are operating costs before corporate administration,
exploration and other costs, which we discuss more fully under "Management's
Discussion and Analysis of Financial Condition and Results of Operation".
Reserves
The summary of proven and probable contained gold reserves at our major mining
properties at the end of each of the last two annual reporting periods is set
out in the table below. Individual proven and probable contained gold reserve
tables for each mine are set out in Mining Operations.
As at December 31, 2001
------------------------------------------------------------------------------------------
Estimated Total %
Average Contained of Total
Metallurgical Ore Gold Contained
Recovery Tonnes Grade Ounces Gold
Location per cent. (millions) g/t (millions) Ounces
------------------------------------------------------------------------------------------
Ghana Obuasi
Underground 84 42.3 8.0 10.9 42
Surface 90 1.3 5.2 0.2 1
Tailings 29 20.4 2.1 1.3 5
------------------------------------------------------------------------------------------
Sub-total
Obuasi 64.0 6.0 12.4 47
------------------------------------------------------------------------------------------
Ghana Iduapriem (80%)/
Teberebie (90%) - Surface 94 38.6 1.7 2.1 8
Ghana Bibiani - Surface &
Tailings 60-86 12.3 2.2 0.9 3
Guinea Siguiri (85%) -
Surface 80 56.7 1.2 2.1 8
Zimbabwe Freda-Rebecca -
Underground 90 5.4 2.5 0.4 2
Tanzania Geita (50%) -
Surface 90 62.7 3.8 7.7 29
Burkina Faso Youga (45%) -
Surface 85 5.0 3.2 0.5 2
------------------------------------------------------------------------------------------
Total 244.6 3.3 26.1 100
==========================================================================================
As at December 31, 2000
-----------------------------------------------------------------------------
Total %
Contained of Total
Ore Gold Contained
Tonnes Grade Ounces Gold
Location (millions) g/t (millions) Ounces
-----------------------------------------------------------------------------
Ghana Obuasi
Underground 41.8 7.9 10.7 42
Surface -- -- -- --
Tailings 5.3 2.6 0.4 2
-----------------------------------------------------------------------------
Sub-total
Obuasi 47.1 7.3 11.1 44
-----------------------------------------------------------------------------
Ghana Iduapriem (80%)/
Teberebie (90%) - Surface 40.0 1.7 2.2 --
Ghana Bibiani - Surface &
Tailings 13.9 2.3 1.0 4
Guinea Siguiri (85%) -
Surface 60.4 1.2 2.3 9
Zimbabwe Freda-Rebecca -
Underground 5.8 2.4 0.4 2
Tanzania Geita (50%) -
Surface 63.6 3.8 7.8 31
Burkina Faso Youga (45%) -
Surface 5.0 3.2 0.5 2
-----------------------------------------------------------------------------
Total 235.8 3.3 25.3 100
=============================================================================
Data in the above reserves table may not compute exactly due to rounding.
These reserves have been estimated in compliance with the United States
Securities and Exchange Commission Industry Guide 7 and do not take into account
metallurgical losses.
77
For economic studies and the determination of cut-off grades, we assumed a gold
price of US$300 per ounce.
The grade estimate is inclusive of adjustments for mining dilution and ore
losses during mining.
The reserves reported represent 100% of the reserves at the respective
properties. No allowance has been made for minority or joint venture interests.
Ashanti has 100% ownership in all its properties except:
o Iduapriem, in which it has an 80% interest,
o Teberebie, in which it has a 90% interest,
o Siguiri, in which it has an 85% interest,
o Geita, in which it has a 50% interest and
o Youga, in which it has a 45% interest.
Cut-off grades are applied to geological data when assessing mineralized
material in order to ensure that material never likely to be economic is not
included in the reserves. The tonnage, grade and contained gold profiles for
each deposit are interrogated at various cut-off grades to enable the engineers
to clearly understand the characteristics of the mineralization and to focus on
developing exploitation strategies that will optimize the net present value of
the deposits. The cut off grade that we have chosen for reporting purposes is
the lowest grade that can be exploited at break even for the highest envisaged
gold price.
Classification of proven and probable reserves is based on a number of criteria
including drill density, geological continuity, integrity of the data, ore
accessibility and economic parameters.
The costs used in evaluating the economic operating profile for each ore block
are based on actual costs incurred in the operation over the past year adjusted
wherever appropriate for any inflation and exchange rate variances forecast for
the coming year or cost decreases due to productivity improvements. Where new
projects are concerned, the costs are based on actual materials prices, labor
costs and engineering feasibility design parameters and are benchmarked wherever
practical with similar operations elsewhere within our group or with peer
operators nationally or internationally.
The bulk of the mining and processing consumables used in our operations is
imported and is costed in United States dollars based on world market or
contracted prices. At Obuasi and some other operations, we have a policy of
fixing our wage packages in US dollars and paying in local currency at the
ruling exchange rate. To this effect, operations are costed in US dollars. There
are certain areas where imports and costs are in other currencies such as Pounds
sterling, Deutschmarks and Australian dollars, which may affect ultimate costs
since our revenue stream is from gold sold in US dollars. Trends in variances
between these currencies are periodically analyzed by management which examines
the cost implications and then ensures that supply orders are placed on the most
cost efficient source wherever possible and advantageous. Wherever significant
and relevant, local currency conversion factors are applied to cost projections,
but in general these are not significant.
Future metal prices used for estimating purposes are decided upon by us, based
on information taken from internationally respected gold price analysts.
At a gold price of US$275 per ounce, we estimated that the total 2001 ore
reserve of 26.1 million ounces of gold would decrease by approximately 5%.
Mining Operations
Obuasi - Ghana
Introduction
The Obuasi mine conducts underground mining of gold and until recently conducted
surface mining of gold at Obuasi in Ghana. Obuasi has historically been an
underground mine although large scale surface mining was undertaken between 1990
and 2000. The Sulfide Treatment Plant, or STP, and the Oxide Treatment Plant, or
OTP, were commissioned during this period to cater for increased tonnage from
surface operations. During the period of surface mining, there were four
treatment plants to treat oxide ore, sulfide ore, transition ore and tailings.
In 2000, when surface operations ceased due to poor economics and a low gold
price, the OTP and the Pompora Treatment Plant, or PTP, were closed down and put
on care and maintenance. Prior to
78
its closure, PTP processed the bulk of the underground ore. STP is now the sole
processing plant for underground ore at Obuasi. Tailings are treated through the
Tailings Treatment Plant, or TTP. We are currently evaluating surface deposits
within a 50 kilometer radius and if economically viable will be considered for
mining and processing at the OTP and STP plants. A small amount of such material
has been processed through OTP during 2002.
The restructuring of the ore sourcing during 2000 has resulted in a smaller
operation. Redundancies of some 1,340 workers during that year were necessary
due to the closure of the surface mining operations. The underground operation
is forecast to continue to produce at a rate of 2.5 million tonnes per annum, or
mtpa. Based on the information currently available, annual gold production from
underground mining is forecast to remain at around 500,000 ounces for in excess
of ten years, whilst tailings retreatment is forecast to provide an additional
30,000 ounces per annum over the same period. We may not be able to achieve or
maintain these production levels. Encouraging exploratory drilling results at
the lowest levels of the underground workings have outlined the extension in
depth of high grade mineralized material. The mine plan, based on current
reserves, is expected to sustain production at a rate of 2.5 mtpa to at least
2012.
Over the two years ended December 31, 2001, the Obuasi mine made progress in
reducing costs. We achieved an improvement in costs in 2000 and 2001 through
closure of the high cost surface operations as well as cost control measures and
the re-engineering of mining and processing operations, showing a reduction of
approximately 14%. The cash operating cost at Obuasi in 2001 was US$192 per
ounce as compared to the 2000 cost of US$208 per ounce and the 1999 cost of
US$222 per ounce. However in 2002, the improvements that Obuasi made were more
than offset by lower gold production due to lower than planned mill grades and
metallurgical recovery.
Reserves
The proven and probable contained gold reserves at Obuasi as at December 31,
2001 and 2000 are set out below:
As at December 31, 2001 As at December 31, 2000
-----------------------------------------------------------------------------------------------------------------------
Estimated
Average Contained Contained
Metallurgical Ore Gold Ore Gold
Recovery Tonnes Ounces Tonnes Ounces
% (millions) Grade g/t (millions) (millions) Grade g/t (millions)
-----------------------------------------------------------------------------------------------------------------------
UNDERGROUND
Proven reserves 84 5.0 7.9 1.3 5.1 7.6 1.4
Probable reserves 84 37.3 8.0 9.6 36.7 7.9 9.3
-----------------------------------------------------------------------------------------------------------------------
Total underground reserves 84 42.3 8.0 10.9 41.8 7.9 10.7
-----------------------------------------------------------------------------------------------------------------------
SURFACE
Proven reserves 90 1.3 5.2 0.2 -- -- --
Probable reserves 90 -- -- -- -- -- --
-----------------------------------------------------------------------------------------------------------------------
Total surface ore reserves 90 1.3 5.2 0.2 -- -- --
-----------------------------------------------------------------------------------------------------------------------
TAILINGS
Proven reserves 29 15.1 2.0 1.0 4.0 2.5 0.3
Probable reserves 29 5.3 2.2 0.3 1.3 2.9 0.1
-----------------------------------------------------------------------------------------------------------------------
Total tailings ore reserves 29 20.4 2.1 1.3 5.3 2.6 0.4
-----------------------------------------------------------------------------------------------------------------------
TOTAL ORE RESERVES 64.0 6.0 12.4 47.1 7.3 11.1
=======================================================================================================================
For economic studies and the determination of cut-off grades, we assumed a gold
price of US$300 per ounce.
The grade estimate is inclusive of adjustments for mining dilution and ore
losses during mining. Metallurgical losses are excluded from the calculation of
contained gold ounces.
The tailings proven reserves are those which have been drilled. The probable
reserves are based on plant information from the time the tailings were
deposited.
79
Geology
The gold deposits at Obuasi are part of a prominent gold belt of Proterozoic
(Birimian) volcano-sedimentary and igneous formations which extend for a
distance of approximately 300 kilometers in a northeast-south-west trend in
south western Ghana. Obuasi mineralization is shear zone related and there are
three main structural trends hosting gold mineralization: the Obuasi trend, the
Gyabunsu trend and the Binsere trend, which contribute to the ounces produced at
Obuasi.
In general, there are two main ore types at Obuasi which are being mined:
Quartz veins - Quartz veins consist mainly of quartz with free gold in
association with lesser amounts of various metal sulfides such as iron, zinc,
lead and copper. The gold particles are generally fine grained and occasionally,
are visible to the naked eye. This ore type is generally non-refractory.
Sulfide ore - Sulfide ore is characterized by the inclusion of gold in the
crystal structure of a sulfide material. The gold in these ores is fine grained
and often locked in arsenopyrite. Higher gold grades tend to be associated with
finer grained arsenopyrite crystals. Other prominent minerals include quartz,
chlorite and sericite. Sulfide ore is generally refractory.
Underground Mining Operations
Mining operations began at Obuasi in 1897. Since 1907, the underground mine has
been in almost continuous production. Over the years, underground mining at
Obuasi has expanded, and underground operations are currently conducted along a
strike length of 8 kilometers and to a depth of 1,600 meters below the surface.
The underground mine at Obuasi expanded from a production rate of 4,500 tonnes
of ore per year in 1907 to approximately 800,000 tonnes of ore per year in the
early 1980s. The tonnage from underground mining has more than doubled within a
seven year period from 1.14 mtpa achieved in 1994 to 2.5 mtpa achieved in 2001.
In the same period the grade has reduced from 10.5 g/t to 7.9 g/t. The grade
reduction is due to the increase in production from the lower grade more
refractory sulfide ore blocks.
The mining operations at Obuasi are split into three operating sections:
o The Northern Section of the mine is the oldest and the workings are the
deepest. The ore type is predominantly quartz. A project to recover ore
from the high grade Adansi shaft pillar began in 2000. The production rate
in the north part of the mine averages from 35,000 to 40,000 tonnes per
month.
o The Central Section is serviced by the Kwesi Mensah Shaft, or KMS, which
accesses a depth of 1,500 meters. The ore type is predominantly made up of
lower grade sulfide material and generally the mining blocks are wide
ranging from 6 meters to 20 meters. Production ranges from 80,000 to 85,000
tonnes per month. The 41 level haulage system (at a depth of 1,230 meters
below surface), serves the central mining blocks with all rock hoisted at
KMS.
o The South Section is the newest mining area, and is the section from which
the majority of Obuasi mine's ore will be sourced over the coming years.
The ore type is generally sulfide in nature, but is often associated with
quartz material. The ore structure is complex with up to four different ore
zones running parallel to each other. In the past, the predominant mining
method has been cut and fill, but safety and cost considerations have
resulted in a change to open stoping methods in recent years. The section
is served by Kwesi Renner Shaft, or KRS, and Sansu Shaft for hoisting of
rock and George Cappendell Shaft, or GCS, for men and material. The Brown
Sub Vertical Shaft, or BSVS, which has been sunk to 52 level, is currently
being equipped (which will continue to be equipped in 2003) to provide
rock, men and material handling services to the lower levels of the South
Section of the mine.
80
Infrastructure
SHAFTS/RAMPS AT OBUASI
Current Hoisting Capacity
Ore/Waste
Shafts Service (tonnes per month)
--------------------------------------------------------------------------------------------
Kwesi Mensah Shaft ("KMS") Men, material and rock 140,000
Kwesi Renner Shaft ("KRS") Rock 90,000
Adansi Shaft Men, material and rock 32,000
Timber Shaft Men, material and rock 15,000
Ellis Shaft Rock 52,000
Sansu Ventilation Shaft ("Sansu Shaft") Men, material and rock 22,000
Brown Sub Vertical Shaft ("BSVS") Men, material and rock --
West Shaft Men and material --
Waley Shaft Men and material --
Outen Shaft Men and material --
George Cappendell Shaft ("GCS") Men and material --
Blackies Ventilation Shaft Ventilation --
Kwesi Mensah Ventilation Shaft ("KMVS") Ventilation --
Central Ventilation Shaft ("CVS") Ventilation
Eaton Turner Shaft ("ETS") (Decommissioned) n/a
--------------------------------------------------------------------------------------------
Total Hoisting Capacity (tonnes/month) 351,000
============================================================================================
Total Hoisting Capacity (tonnes/year) 4,212,000
Ore/Waste
Ramps Service (tonnes per month)
------------------------------------------------------------------------------------
Sansu Ramp Men, material --
Cote d'Or Ramp Men, material and rock 10,000
Timber Shaft Access Decline ("TSAD") Men, material and rock 10,000
The major underground project work in 2001 included further development, support
and track installation on the high volume railway system at the 41 level main
haulage. Development was completed from KMS through to the BSVS in the south of
the mine and to Blocks 5 and 6 in the north. The Sansu Shaft was commissioned
and surface foundations for the 300 south ventilation airway were completed in
preparation for raise-boring operations in 2002. The development of the decline
to the bottom of KMS to facilitate the removal of rock spillage was completed.
At KRS, excavation of the crusher station was also completed. A new pump station
was constructed and commissioned on 8 level in the north of the mine to
significantly improve mine pumping capacity and water control.
In the past 12 years, the Obuasi mine has spent over US$1 billion on its
investment program principally comprising new shafts, processing plants and
underground mechanization. Completed capital expenditure projects have been
financed from the cash flow from operations at Obuasi and from internal and
external funding. The Obuasi mine expects that future capital expenditure on
various projects (other than significant expenditure on projects below the 50
level) will be financed from the cash flows generated from operations at Obuasi.
In the event that such projects are not completed on schedule, the Obuasi mine
may not be able to maintain its underground production of ore as is currently
planned.
Mining Methods
The range of mining methods currently employed includes mechanized open stoping
(60% of total); mechanized cut and fill (10% of total); sub-level retreat and
reclamation (12% of total); and stope preparation (16% of total).
81
Surface Mining Operations
Apart from on-going surface rehabilitation work on landscaping and re-vegetating
the old pits and waste dumps, there was no production from surface mining
activity on the Obuasi concession in 2001. Obuasi has US$5.2 million accrued for
mine closure and a component of this relates to clean up and land restoration.
However, work undertaken to date has in the past been expensed to operating
costs over the years and has averaged approximately US$0.5 million per year.
Obuasi is currently mining an open pit on the Homase concession located to the
north of the Obuasi concession. This property was acquired in 2001.
Processing Operations
The Obuasi mine has two normally active treatment plants: the STP to process
underground ore and the TTP to handle tailings reclamation operations. The PTP
has been closed and the OTP has been retained on a care and maintenance basis to
batch process oxide ore from the Homase satellite surface mine deposit which
will be mined in 2002 and 2003.
Gold recoveries in different processing facilities depend in a large measure on
the type of ore being processed. The underground ores at Obuasi are generally
refractory and metallurgically more difficult to treat than non-refractory ores.
In the refractory component of the ore, the gold is bonded with sulfide minerals
and is not optimally recoverable by either gravity or direct cyanide leaching
without additional processing. At Obuasi, the minerals associated with gold in
the refractory ore are arsenopyrite, pyrite and pyrrhotite. The gold is
encapsulated within the crystal structure of these minerals. In order to recover
the gold, these sulfide minerals are pre-concentrated and then broken down by
the BIOX0 process, as discussed below, before the gold can be extracted through
conventional cyanide leaching.
The gold concentrate, either in the form of gravity concentrates or gold-plated
electro-winning cathodes, is sent to a smelting facility, where it is heated
with a fluxing agent in smelting furnaces and poured into briquette moulds. The
gold bars are weighed, assayed, stamped and shipped to the refiner for
refinement into gold bullion.
Water used in the processing plants is sourced from local rivers. A significant
amount of the water used in the treatment process is recycled.
Processing Plant Capacities
2001 Capacity 2000 Capacity
Plant (tonnes/month) (tonnes/month)
----------------------------------------------------------------
Sulphide Treatment Plant (STP) 210,000 210,000
Tailings Treatment Plant (TTP) 160,000 160,000
----------------------------------------------------------------
Total tonnes per month 370,000 370,000
================================================================
Total tonnes per year 4,440,000 4,440,000
================================================================
Sulfide Treatment Plant
STP uses the BIOX'r' process patented by Gencor for the treatment of its
sulfide ores. BIOX'r' is a continuous bacterial leaching process that oxidizes
sulfide ore to enable it to be leached by conventional cyanidation techniques.
The BIOX'r' plant is arranged into trains of six tanks each. Each tank contains
a solution containing bacteria known as thiobacillus ferro-oxidans and
thiobacillus thio-oxidans. The bacteria oxidizes the sulfide ore by consuming
the elemental sulfur in the material leaving the encapsulated gold within the
material amenable to recovery by cyanide leaching.
The BIOX'r' treatment process takes four days, during which time more than 90%
of the sulfur material in the ore is oxidized. The pulp, which contains
dissolved sulfur and arsenic and gold-bearing solids, is then "washed" in
counter-current decantation thickeners to separate out the gold-bearing solids.
The gold-bearing solids are then cyanide-leached in a carbon-in-leach, or CIL,
circuit, and the gold solution is pumped to the OTP where it is electro-won onto
steel wool cathodes and smelted. The tailings residue from STP, which also
contains arsenic, is ph neutralized by the addition of lime prior to being
pumped to the Sansu tailings dam.
82
During the BIOX'r' process, the arsenic is fixed with iron to become ferric
arsenate, a stable compound, making it safe to deposit the tailings in the dam
without risk to the environment. The bacteria used in the BIOX'r' process
require particular conditions in which to operate. The BIOX'r' process requires
fresh water and cannot use water recycled from processing operations. The
benefits of the BIOX'r' process include high overall gold recovery and
improved environmental controls, particularly with regard to the efficient and
safe treatment and disposal of the arsenic content of the ore. Gold production
from the STP in 2001 was 482,982 ounces from the processing of 2.39 million
tonnes of ore at a grade of 7.53g/t and a plant recovery of 83.5%. This compares
with 412,824 ounces from 2.47 million tonnes at a grade of 6.32g/t and a
recovery of 82.1% in 2000. Gold production from the STP in the nine months ended
September 30, 2002 was 346,529 ounces from the processing of 1.76 million tonnes
of ore at a grade of 7.23 g/t and a plant recovery of 84.9%. Gold production was
lower than planned principally due to lower than usual head grades and SAG mill
liner problems which impacted mill throughput.
Tailings Treatment Plant
TTP was commissioned in 1988 to reprocess tailings from previous processing
operations. The TTP uses carbon-in-pulp, or CIP, technology. TTP is a relatively
simple operation, consisting of high pressure water monitoring stations to
reclaim the tailings from the dumps and pump the resulting slurry to the plant.
The material is then re-ground using ball mills and the pulp is leached by
cyanide and the gold collected by activated carbon. Loaded carbon is stripped of
gold by elution with caustic cyanide and electro-won onto steel wool cathodes
that are smelted into dore bars.
In the financial year 2001, ore throughput at the TTP was 1.67 million tonnes at
a grade of 2.46 g/t compared with 1.83 million tonnes in 2000 at a grade of 2.39
g/t. The average recovery rate in 2001 was at 32.7%, an increase as compared to
31.1% achieved in 2000. Despite the 9% reduction in processed tonnage, 42,999
ounces were recovered compared to 43,756 ounces the previous year because of
improved recovery. The reduced tonnage throughput resulted from mechanical
problems with pumps and excavators in the second half of the year. At the end of
2001, the tailings reserve increased to 1.3 million ounces of gold following
test drilling and metallurgical testwork on the Kokorteasua tailings dam which
demonstrated that the re-treatment of this material would be economic.
In the nine months ended September 30, 2002, ore throughput was 1.33 million
tonnes at a grade of 2.29 g/t. The average recovery rate was 31.0%.
Exploration and Development
At Obuasi a team has been set up to undertake conceptual engineering work on a
project to evaluate the options for exploitation of the recently intersected
mineralized material extending to depth below 50 level, currently the deepest
level accessible from existing mine infrastructure.
The main objectives of the underground diamond drilling program are to improve
the definition of mineralized material across the mine and the delineation of
new mineralized material in the South Section above 41 level, the North Section
of the mine above 20 level and below 50 level across the base of the mine
between the northern and southern limits of existing development.
In 2002 and 2003 the BSVS shaft will be equipped to provide efficient access and
hoisting capacity for operations below 26 level in the south of the mine where a
significant portion of the mine's ore reserves are located. The shaft has
already been sunk and offshaft development is currently being undertaken while
the shaft steelwork and winders are being procured. A total of US$13 million has
been budgeted for 2002 and 2003 for the equipping of the BSVS.
Drilling below 50 level has provided consistently good results, with several
intersections above 20 grams per tonne over mineable widths being made down to
66 level in the vicinity of the KMS, confirming the extension of good grade
mineralization to at least 400 meters below the 1,600 meters elevation,
currently the deepest level of the existing mine infrastructure.
The table below provides recent uncut drill intersection information for Obuasi
below the 50 level.
83
Intersected True Width
Location BH NO. Grade (g/t) Width (m) (m) Level
--------------------------------------------------------------------------------
50S -- 131W UD50131W04 177.5 2.1 1.5 56 level
UD50131W05 19.2 2.4 2.0 56 level
UD50131W06 55.3 5.8 5.0 54 level
50S -- 173E UD50173E12 39.5 9.0 5.5 66 level
50S -- 187E UD50187E13 10.1 1.5 1.5 54 level
UD50173E14 10.6 7.3 5.0 56 level
50S -- 206W UD50206W43A 41.1 13.2 7.5 56 1/2 level
Power Supply
The Obuasi mine obtains power from the Volta River Authority, or VRA, which is
in turn controlled by the Government of Ghana. Power supplies have in the past
been subject to outages and voltage fluctuations. The Obuasi mine also obtains
some power from the VRA that is supplied from Cote d'Ivoire, which has recently
experienced some political instability and civil unrest. We have emergency
generator sets available at Obuasi which are capable of supplying adequate power
to operate the mine's essential winder and ventilation services in the event of
a major disruption of power supply. We also have generator sets that are capable
of maintaining the BIOX'r' plant in the event of loss of normal power supplies.
Health, Safety and Environment
Obuasi mine was awarded a four star rating by NOSA, the South African National
Occupational Safety Association in 2001. NOSA is a private association devoted
to occupational health, safety and environmental risk management concerns. A
NOSA five-star rating is the highest rating achievable in the NOSA system. NOSA
ratings are determined on the basis of annual audits which examine the safety,
health and more recently the environmental status of the operations. NOSA audits
worldwide and is a non-profit organization.
Bibiani -- Ghana
Introduction
Bibiani is located in the Western Region of Ghana, 90 kilometers west of Kumasi.
We acquired Bibiani in 1996 when we acquired International Gold Resources
Corporation, or IGR, a Canadian-listed company, and Ghana Libyan Arab Mining
Company Limited, or GLAMCO.
The first records of gold mining at the Bibiani site date from 1902. The mine,
however, closed in 1913 after approximately 70,000 ounces of gold had been
recovered. Mining activities resumed in 1927 during the second "gold rush" and
2.2 million ounces of gold were produced between 1927 and 1961. In 1961, the
property was sold to State Gold Mining Corporation and was shut down in 1968 due
to lack of economically recoverable ore. During the period from 1927 to 1968,
approximately 8.2 million tonnes of ore were treated at an average grade of 9.5
g/t. In 1987, GLAMCO undertook a drilling program on the old tailings ponds. The
first results showed the potential to recover gold on an economic basis and a
pilot plant was commissioned. Production of gold started in 1989 but due to
difficulties in obtaining spares for plant maintenance, the plant shut down two
years later. During this period, 104,000 tonnes of gold tailings from past
mining were processed In 1991, IGR applied for an extension of the original
concession and joined up with GLAMCO in an exploration program.
In 1996, we purchased the entire share capital of IGR and GLAMCO and commenced
the development of the Bibiani open pit mine.
The mine was fully commissioned on February 8, 1998 and the first gold was
poured on February 24, 1998. The main open pit operations are scheduled to be
completed in 2004 although mining operations could be further extended by the
introduction of underground operations or the acquisition of adjacent deposits.
In 2001, 253,052 ounces of gold were produced at a cash operating cost of US$170
per ounce compared to 273,711 ounces of gold at a cash operating cost of US$134
per ounce the previous year. The reduction in gold production at Bibiani in 2001
was due to the reduced mill feed grade and lower metallurgical recovery and
resulted in the higher cash operating cost per ounce produced. In the nine
months ended September 30, 2002 182,217 ounces of gold were produced at a cash
operating cost of US$187 per ounce.
84
Milled throughput for the year was 2.77 million tonnes at a feed grade of 3.46
g/t compared to 2.76 million tonnes at 3.70 g/t the previous year. As was the
case in the previous years, the reconciliation between the reserve model and the
actual mined grade and tonnage showed a more positive variance than expected and
the operation continued to exceed performance levels predicted in the
feasibility study and mine plan. Metallurgical recovery in 2001 decreased to
83.7% from 86.7% in 2000 due to the mining and processing of more refractory
type ore during the second half of the year. This decrease has continued in
2002. Milled throughput for the nine months ended September 30, 2002 was 1.891
million tonnes at a feed grade of 3.75 g/t. Metallurgical recoveries were 81.2%.
The lower recoveries were due to the preg-robbing nature of the ore. We are
carrying out pressure jigging trials to seek to overcome this issue.
Reserves
The proven and probable contained gold reserves at Bibiani as at December 31,
2001 and December 31, 2000 are set forth in the table below:
As at December 31, 2001 As at December 31, 2000
--------------------------------------------------------------------------------------------------------------
Estimated
Average Contained Contained
Metallurgical Ore Gold Ore Gold
Recovery Tonnes Grade Ounces Tonnes Grade Ounces
% (millions) g/t (millions) (millions) g/t (millions)
--------------------------------------------------------------------------------------------------------------
Proven reserves surface 86 1.4 1.9 1.2 1.8
Proven reserves tailings 60 4.4 1.1 4.4 1.1
Proven reserves total 5.8 1.3 0.2 5.6 1.3 0.2
Probable reserves surface 86 6.1 3.2 7.9 3.2
Probable reserves tailings 60 0.4 1.0 0.4 0.9
Probable reserves total 6.5 3.1 0.7 8.3 3.1 0.8
--------------------------------------------------------------------------------------------------------------
Total ore reserves 12.3 2.2 0.9 13.9 2.3 1.0
==============================================================================================================
For economic studies and the determination of cut-off grades, we assumed a gold
price of US$300 per ounce.
The grade estimate is inclusive of adjustments for mining dilution and ore
losses during mining. Metallurgical losses are excluded from the calculation of
contained gold ounces.
Geology
The Bibiani gold deposit lies within Birimian metasediments and related rocks
which occur in the Proterozoic Sefwi Belt of southern Ghana. Gold and
gold-bearing sulfide mineralization occurs in quartz filled shear zones and in
altered rocks adjacent to those shears. The full strike of the Bibiani structure
is at least 4 kilometers.
For metallurgical classification there are three main ore types at Bibiani:
primary, transition and oxide. Further lithological classification gives four
ore types: quartz (generally high grade), stockwork (medium-high grade),
phyllites and porphyry (both low grade).
Mining Methods
We conduct conventional open pit mining at Bibiani using a mining contractor.
Mining is carried out using conventional drill and blast techniques and
excavators and dump trucks. In line with the life of the open pit reserve, the
mining contract comes to an end in 2004. No additional amounts are payable by us
on termination.
Processing Methods
Ore is processed using a conventional CIL processing system. Currently the plant
is handling 2.7 mtpa of mainly primary ore with the potential to add 0.6 mtpa of
tailings.
Exploration and Development
We have continued the evaluation of a trackless underground mining operation to
exploit extensions of the open pit mineralization to depth, with a limited
diamond drilling program and geotechnical investigations. In
85
2001, we acquired a small satellite deposit, Mpasatia, containing 30,000 reserve
ounces and commenced mining there in the first quarter of 2002. The ore is
trucked to Bibiani.
We have also taken steps to provide the mine with more water by constructing
catchment ponds to provide backup to the reducing levels returning from the
tailings dam.
Power Supply
Bibiani mine obtains power from the VRA. We have very limited back-up power
available and so our operations are dependent on power supplied by the VRA. In
1998 a severe drought drastically reduced the hydro-electric power produced by
the VRA, which in turn resulted in a severe disruption of our operations.
Processing was affected in the third quarter of 2002 due to persistent short
duration power outages.
Health, Safety and Environment
Bibiani maintained its NOSA five-star rating during 2001 and a program is in
place intended to upgrade the mine's rating to become a five star operation
under the more comprehensive fully integrated audit which now covers
environmental performance as well as safety and health aspects. As part of an
ongoing commitment to the local community and the environment, Bibiani has
initiated an award winning program of revegetation at a former open pit mine
site that was first re-filled, provided micro finance for a variety of community
business projects, sponsored education programs and assisted in the health
sector by supporting local hospitals and clinics as well as promoting HIV/AIDS
awareness and prevention programs for both employees and the local community.
Iduapriem/Teberebie -- Ghana
Introduction
The Iduapriem mine, which is owned by Ghanaian Australian Goldfields Limited, or
GAG, is located in the Western Region of Ghana some 70 kilometers north of the
coastal city of Takoradi, and 10 kilometers south west of Tarkwa. We acquired an
80% interest in the Iduapriem mine in 1996 when we acquired GAG's holding
company.
Mining operations at Iduapriem commenced in June 1992 with the first gold poured
in September 1992. A review of the economics of the mine was carried out in 1998
resulting in an anticipated closure of the mine at the end of 1999.
In June 2000, we acquired the entire issued share capital of Pioneer Goldfields
Limited which owns 90% of Teberebie Goldfields Limited, or TGL (being the
company which owns the mining lease to the Teberebie mine located adjacent to
Iduapriem), together with inter-company loans which amounted to an aggregate of
approximately US$20 million. The consideration was satisfied by us as an initial
cash payment of US$5 million on completion and deferred cash payments of US$13.8
million payable in installments over a five year period. The terms of the
agreement also include the potential for contingent consideration cash payments
of up to US$5 million dependant upon minimum gold prices and production levels.
On August 23, 2000, Pioneer Goldfields Limited sold certain of the assets of TGL
to Gold Fields Ghana Limited for US$5 million in cash.
The acquisition of the Teberebie reserves thereby extended the Iduapriem mine's
life to approximately 2012. The ore from Teberebie is processed through the CIL
plant at Iduapriem.
Gold production for 2001 was 205,130 ounces of gold, exceeding the 193,868
ounces of gold produced in 2000. Cash operating costs were reduced to US$214 per
ounce from US$223 per ounce in 2000.
At 4.85 million tonnes, the quantity of ore mined in 2001 was approximately the
same as the previous year. However, the mined grade at 1.58 g/t was higher than
the 1.25 g/t achieved in 2000 due to the mining of higher grade material from
the Teberebie ore blocks.
In the nine months ended September 30, 2002, ore mined was 3.34 million tonnes
at a grade of 1.63 g/t.
86
Reserves
The proven and probable contained gold reserves at Iduapriem and Teberebie as at
December 31, 2001 and December 31, 2000 are set forth in the table below:
As at December 31, 2001 As at December 31, 2000
---------------------------------------------------- ------------------------------------
Estimated
Average
Metallurgical Contained Contained
Recovery Ore Tonnes Gold Ounces Ore Tonnes Gold Ounces
% (millions) Grade g/t (millions) (millions) Grade g/t (millions)
----------------------------------------------------------------------------------------------------------------
Proven Reserves 94 31.4 1.7 1.7 24.9 1.8 1.5
Probable Reserves 94 7.2 1.7 0.4 15.1 1.4 0.7
----------------------------------------------------------------------------------------------------------------
Total Ore Reserves 94 38.6 1.7 2.1 40.0 1.7 2.2
================================================================================================================
For economic studies and the determination of cut-off grades, we assumed a gold
price of US$300 per ounce.
The grade estimate is inclusive of adjustments for mining dilution and ore
losses during mining. Metallurgical losses are excluded from the calculation of
contained gold ounces.
During 2002, the proven and probable contained gold reserves at Iduapriem /
Teberebie were re-estimated on the basis of new cost parameters based on the
upgraded and expanded CIL plant which is to be commissioned shortly. These are
summarized in the table below.
As at September 31, 2002
----------------------------------------------------
Estimated
Average
Metallurgical Contained
Recovery Ore Tonnes Gold Ounces
% (millions) Grade g/t (millions)
--------------------------------------------------------------------------------
Proven Reserves 95 35.9 1.70 1.96
Probable Reserves 95 13.9 1.72 0.77
Total Ore Reserves 95 49.8 1.70 2.73
Geology
The Iduapriem and Teberebie gold mines are located along the southern end of the
Tarkwa basin. The mineralization is contained in the Banket Series of rocks
within the Tarkwaian System of Proterozoic age.
The outcropping Banket Series of rocks in the mine area form prominent, arcuate
ridges extending southwards from Tarkwa, westwards through Iduapriem and
northwards towards Teberebie.
Mining Methods
We conduct conventional open pit mining methods at Iduapriem and Teberebie.
From March 1998, ore and waste mining has been undertaken using a contract
mining company.
Processing Methods
The open pit ore is treated at Iduapriem / Teberebie using either CIL plant or
heap leach processing technologies. A total of 205,130 ounces of gold was
produced in 2001 from the Iduapriem CIL, Iduapriem heap leach and the Teberebie
east heap leach plants. In 2002 a decision was taken to optimize the combined
Iduapriem / Teberebie properties by expanding the capacity of the main
processing plant.
CIL Plant
The CIL plant in its present configuration is composed of a primary jaw crusher
followed by a secondary crusher and then a conveyor to transfer ore to the SAG
mill. The SAG mill normally operates in open circuit and the mill discharge is
pumped to a hydro cyclone circuit. The cyclone underflow is used as ball mill
feed to allow finer grinding of the ore. The discharge from the ball mill is
pumped to the hydro cyclone unit from where the cyclone underflow is transferred
to leach and adsorption tanks, with a nominal residence time of 16 hours.
87
In 2001, the CIL mill throughput was 2.73 million tonnes of ore at a grade of
1.92 g/t. Gold produced from the CIL plant in 2001 was 158,103 ounces compared
with 128,374 ounces in 2000. This compares with CIL mill throughput of 2.69
million tonnes at a grade of 1.58 g/t in 2000. In the nine months ended
September 30, 2002, the CIL mill throughput was 1.97 million tonnes of ore at a
grade of 1.96 g/t. Gold produced was 110,945 ounces. CIL production in 2002 was
affected by a fire which extensively damaged the elution section of the
processing plant and resulted in the silting up of several leach tanks.
The processing plant is currently being upgraded to increase throughput capacity
to in excess of 4.0 million tonnes per annum with a view to increasing
production to some 220,000 ounces per annum at cash operating costs below US$200
per ounce. The project includes the installation of an additional SAG mill,
upgrading of the leach and elution circuits, conversion from CIL to CIP,
construction of a new crushed ore stockpile and reclaim conveyor system, the
relocation of crushing activities to a larger, already operational crusher which
is located adjacent to the Teberebie pits and the installation of an overland
conveyor to transfer the crushed product to Iduapriem processing plant. The
capital cost of the upgrade, including the overland conveyor between the
Teberebie crusher and the Iduapriem CIL plant, is estimated at US$13 million,
which will be principally funded out of cash flow from the mine. We expect to
start commissioning of the CIL expansion in the fourth quarter of 2002 and
anticipate that it will be completed by the end of the first quarter of 2003.
Heap Leach
The Iduapriem heap leach plant was commissioned in November 1996 and shut down
in mid 2002 as feed material stocks were depleted. For the heap leach operation
at Iduapriem, ore feed was either direct tipped or reclaimed from the heap leach
stockpile to a primary jaw crusher crushing at a rate of 2.4 mtpa. The product
was then either hauled or conveyed to the active cells constructed on 10 meter
high pads designed to contain 200,000 tonnes of crushed ore in each cell.
The solution from the cells was gravity fed to a series of ponds where a three
stage upgrade of the solution occurred. At Iduapriem, the solution was then
pumped to the CIL leach/adsorption tanks as process feed water solution or to
the heap leach carbon columns where gold could eventually be recovered. The
plant is currently on care and maintenance pending decommissioning and the heap
leach stacks are being rehabilitated.
Heap leach operations are now focused on the Teberebie East plant where it is
planned to continue operations until the end of 2003. At an average throughput
of 1.6 million tonnes, the plant is presently being operated well below its
design capacity. Solution is processed through the existing Teberebie gold
recovery plant.
During 2001, some 2.63 million tonnes of ore were stacked at a grade of 0.91 g/t
on the heap leach pads compared with 2.26 million tonnes of ore at a grade of
0.78 g/t in 2000. Gold recovered from the heap leach operation was 47,027 ounces
compared to 38,518 ounces in 2000. The heap leach metallurgical recovery in 2001
was 61.7% compared to 67.5% in 2000, reflecting the harder and less leachable
nature of the ore coming from the Teberebie pits. In the nine months ended
September 30, 2002, some 1.30 million tonnes of ore was stacked at a grade of
0.90 g/t. Gold recovered from the heap leach operation in this period was 32,944
ounces.
Exploration and Development
Following on from the upgrade, a new life of mine plan has been prepared for the
Iduapriem / Teberebie mines which includes the exploitation of the previously
uneconomic old Iduapriem Blocks 3W, and 5 together with the inclusion of the
Ajopa deposit. In 2002, exploration focused on the Ajopa concession and infill
drilling between Blocks 7 and 8. In 2003, a review of mineralization below the
present economic pit designs will be undertaken to assess the overall longer
term potential of the underlying banket reefs across the Iduapriem and Teberebie
properties.
Power Supply
Iduapriem mine obtains power from the Electricity Company of Ghana, or ECG,
which is controlled by the Government of Ghana and receives its supply from the
Volta River Authority, or VRA. Power supplies have in the past been subject to
outages and voltage fluctuations. We have very limited back-up power available
88
and so our operations are dependent on power supplied by the VRA. In 1998 a
severe drought drastically reduced the hydro-electric power produced by the VRA,
which in turn resulted in a severe disruption of our operations. As part of the
ongoing upgrade of the processing plant, a new 33KV transmission line has been
installed to deliver the power required for the additional SAG mill.
Health, Safety and Environment
Iduapriem was awarded a four-star NOSA rating during 2001 and, as with the other
mines, is undertaking a program targeting a five star integrated NOSA rating and
ISO 14001 accreditation. Rehabilitation work on the spent heap leach pads, the
old tailings dam and disused waste dumps have been prioritized. The main focus
of the rehabilitation program has been the planting of a variety of species of
trees germinated in the mine's nursery. Iduapriem provides community assistance
by supporting local education and medical facilities and a variety of community
projects such as the provision of boreholes and pumps for clean water. There are
programs in place to promote HIV / AIDS awareness and prevention for both
employees and the local community.
Ayanfuri -- Ghana
We acquired the Ayanfuri mine, located in the Central Region of Ghana in 1996
from Cluff Resources. Exploration leading to the establishment of the Ayanfuri
mine commenced in 1988 and following the preparation of a feasibility study,
project construction started in 1994. Construction was completed at the
beginning of October 1994 with the first gold bar poured at the end of November.
Production since start-up to December 31, 2001 has been approximately 0.32
million ounces of gold. Mining was by open pit methods and the operation
utilized heap leach processing technology in the treatment of the oxide ores.
In 2001, 329,000 tonnes at a grade of 1.2 g/t, compared with 1.12 million tonnes
in 2000 at a grade of 1.21 g/t, were processed. As at December 31, 2001, 11,517
ounces of gold were produced at a cash operating cost of US$243 per ounce
compared to 36,316 ounces in 2000 at a cash operating cost of US$245 per ounce.
The reduction in gold output was due to the depletion of the mine's ore
reserves. At the end of the second quarter of 2001, the mining operations ceased
and the mine closure plan, which is estimated to cost approximately US$3
million, is currently being implemented.
Siguiri -- Guinea
Introduction
The Siguiri gold mine is located in the Siguiri District in the northeast of the
Republic of Guinea, West Africa, approximately 850 kilometers from the capital
city of Conakry. The nearest important town is Siguiri (approximately 50,000
inhabitants), located on the banks of the Niger River. We own 85% of the Siguiri
gold mine and the Government of Guinea owns the remaining 15%. We acquired our
interest in Siguiri in 1996.
In 1985, Societe Aurifere de Guinee S.A. -- now called Societe Ashanti
Goldfields de Guinee S.A., or SAG --was formed under the laws of the Republic of
Guinea to explore the gold resources of the Siguiri concession. Initially, SAG
was owned 51% by Chevaning Mining Company Limited, or CMC, and 49% by the
Government of Guinea. In 1993, Golden Shamrock Mines Ltd of Australia acquired
100% of CMC and also renegotiated the terms of the agreement with the Government
of Guinea such that the Government's equity interest in Siguiri was reduced from
49% to 15%.
SAG carried out alluvial gold mining operations in a small part of the
concession between 1988 and mid-1992 and built substantial infrastructure in the
area, including a town site now known as Koron. After modest gold production,
these operations were discontinued. Following our acquisition of Siguiri, we
began the development of a US$55 million heap leach mine and processing facility
and the improvement of the access road to Siguiri. Operations began at Siguiri
in 1998. The life of mine plan currently projects mining until approximately
2007.
In 2001, Siguiri produced a total of 283,199 ounces of gold at a cash operating
cost of US$220 per ounce compared with 303,381 ounces of gold at a cash
operating cost of US$181 per ounce in 2000. Production and cash operating costs
were impacted by lower than expected metallurgical recovery from the material
stacked
89
during the year as well as by higher haulage and rehandling unit costs as a
result of a decision to mine material of a higher grade than planned from the
mine.
A total of 8.52 million tonnes of ore were mined in 2001 compared to 10.8
million tonnes in 2000 and the heap leach plant processed a total of 9.06
million tonnes grading at 1.33 g/t compared with 8.88 million tonnes grading at
1.34 g/t the previous year. In the nine months ended September 30, 2002, a total
of 6.61 million tonnes of ore were mined and the heap leach plant processed a
total of 6.96 million tonnes grading 1.14 g/t.
Reserves
The proven and probable contained gold reserves at Siguiri as at December 31,
2001 and December 31, 2000 are set forth in the table below:
As at December 31, 2001 As at December 31, 2000
------------------------------------------------------------------------------------------------------
Estimated
Average Contained Contained
Metallurgical Ore Gold Ore Gold
Recovery Tonnes Grade Ounces Tonnes Grade Ounces
% (millions) g/t (millions) (millions) g/t (millions)
------------------------------------------------------------------------------------------------------
Proven Reserves 80 20.9 1.1 0.7 22.5 1.1 0.8
Probable Reserves 80 35.8 1.2 1.4 37.9 1.3 1.5
------------------------------------------------------------------------------------------------------
Total Ore Reserves 80 56.7 1.2 2.1 60.4 1.2 2.3
======================================================================================================
For economic studies and the determination of cut-off grades, we assumed a gold
price of US$300 per ounce.
The grade estimate is inclusive of adjustments for mining dilution and ore
losses during mining. Metallurgical losses are excluded from the calculation of
contained gold ounces.
Following the completion in July 2002 of a feasibility study for a hybrid
CIP/Heap Leach processing operation described below, the proven and probable
contained gold reserves at Siguiri as at September 30, 2002 have been
re-evaluated and are set forth in the table below:
As at September 30, 2002
--------------------------------------------------------------------------------
Estimated
Average Contained
Metallurgical Ore Gold
Recovery Tonnes Grade Ounces
% (millions) g/t (millions)
--------------------------------------------------------------------------------
Proven Reserves total 90 18.0 1.24 0.72
Probable Reserves 90 38.8 1.18 1.47
--------------------------------------------------------------------------------
Total Ore Reserves 90 56.8 1.20 2.19
================================================================================
Geology
The SAG concession is dominated by Proterozoic Birimian rocks which consist of
turbidite facies sedimentary sequences.
Two main types of gold deposits occur in the Siguiri basin and are mined by SAG.
These are :
o Laterite or CAP mineralization which occurs as aprons of colluvial or as
palaeochannels of alluvial lateritic gravel adjacent to and immediately above
in-situ mineralization
o Quartz vein related mineralization hosted in meta-sediments with the better
mineralization associated with vein stockworks that occur preferentially in
the coarser, brittle siltstones and sandstones. The mineralized rocks have
been deeply weathered to over 100 meters in places to form saprolite or SAP
mineralization.
The CAP and SAP ore types are currently blended and processed using the heap
leach method.
90
Mining Method
All ore and waste is mined using a mining contractor in a conventional open pit
mining operation Due to the weathering profile of the mineralized and associated
waste zones, extensive areas can be freely dug by hydraulic excavators, with
light blasting operations conducted where required.
The primary material movement fleet is a combination of 160 tonne and 100 tonne
hydraulic excavators and 85 tonne trucks. The mining fleet includes auxiliary
equipment (dozers, graders, water carts, etc) for haul and pit access road
construction, maintenance and rehabilitation work.
Ore is hauled directly to the primary crusher or to run-of-mine stockpiles
adjacent to the primary crusher. Crushed ore from the primary crusher is
delivered by conveyor to the treatment facilities for processing. In the event
of conveyor failure, ore can be hauled to the original stockpile and crushing
facilities and fed by front end loaders as part of the ore processing operation.
Processing Method
Ore is currently processed using the heap leach method. The heap leach facility
has a capacity of 9.0 mtpa. The facility includes the heap leach pad area, ore
crushing, agglomeration and stacking system, solution ponds and gold extraction
plant.
The CAP and SAP ores are blended, crushed and mixed with a cement binder to
agglomerate the material, which aids percolation and pH-control and gives
stability to the stacked ore. The material is then stacked in 10 meter lifts on
large plastic sheeted pads. The stack is then sprayed with a dilute cyanide
solution which percolates through the agglomerated ore, leaching out the gold in
the process. The plastic sheeting prevents the cyanide solution from
contaminating the ground and allows the gold-bearing solution to be gravitated
to collection ponds. The solution is then either re-sprayed back onto heaps or
pumped to the gold recovery section of the plants. Activated carbon is then
added to adsorb the gold from solution. This is then eluted and the gold
electro-won onto cathodes. The cathodes are smelted to produce dore bars.
Plant recovery for the year reduced to 73.1% from 79.3% in 2000. This was
largely due to solution reticulation and third layer stacking problems which
resulted in lower than anticipated leach rates. During 2001, considerable work
was undertaken to solve these problems. The third layer stacking was suspended
while the solution management system was upgraded and the controls on blending
the lateritic and saprolitic ore types improved. In 2002, solution reticulation
capacity and the area under irrigation were increased and the locked up gold is
presently being recovered. In the nine months ended September 30, 2002 recovery
was 81.7%.
Siguiri CIP Expansion Plan
We have concluded a feasibility study to provide for the processing of
predominantly SAP ores through a CIP processing plant and our Board authorized
us to proceed with the project in October 2002. We expect the CIP facility to
have a capacity of 9.0 mtpa and to produce approximately 300,000 ounces of gold
per year. The CIP plant will consist of a primary crusher followed by a scrubber
where the plus 10mm fraction will be separated and re-directed to the heap leach
agglomeration plant. The minus 10mm product (scrubbed slurry) will go through a
classifying cyclone and the underflow will be ground in a ball mill. The milled
product and cyclone overflow will be leached through seven mechanically agitated
CIP tanks and the loaded carbon will be washed and eluted prior to
electro-winning and smelting.
Competitive tenders have been requested for the engineering design and
construction management of the project. The expansion is expected to cost
approximately US$32 million (excluding the cost of the new power plant which
will be owned and operated by a third party) and we are planning for it to be
operational by the end of the first quarter of 2004. We plan to fund the capital
costs out of cashflow from Siguiri and the rest through corporate funding.
Although we expect cash operating costs to decrease at Siguiri as a result of
this expansion, the principal advantage of the CIP plant is that we will be able
to treat SAP ores alone. Currently the SAP ores must be blended with CAP ores in
the appropriate proportions to be processed at our current facility. As the mine
life for Siguiri has extended, and the CAP deposits in the area have been mined,
there has been a gradually reducing ratio of CAP to SAP ores available to be
treated through the heap leach facility. The change in the ratio of CAP to SAP
ores has resulted in increased processing costs and less certainty over
metallurgical recoveries because we have had to add more cement in order to
stabilize the heaps. Once the
91
CIP plant is commissioned, heap leach processing will be reduced to
approximately 15% of the total tonnage processed, this tonnage representing the
coarser and harder fraction of the ore being screened for grinding and CIP
processing. We therefore expect production from the heap leach plant throughput
to reduce to around 1.5 million tonnes per year and gold production to be around
50,000 ounces per year.
Exploration and Development
In 2001, our exploration around the Siguiri mine site was mainly targeted at
locating and defining CAP mineralization. Reserves were also outlined at
Sintroko, 4 kilometers south of the Kosise pit and at Sokunu. During 2002 a new
saprolite deposit was discovered at Bidini near Eureka Hill. Now that we have
decided to construct the CIP plant to treat SAP ore, we will increasingly target
future exploration for additional SAP mineralization.
Power Supply
Siguiri mine is supplied with its power from diesel generating sets operated by
a power provider. There is no access to the national power grid at Siguiri.
Monthly consumption is presently around 3.7 million kilowatt hours and the
reliability of supply is dependent upon timely deliveries of diesel. Following
commissioning of the CIP plant, power requirements will increase to around
10 million kilowatt hours per month and a new and more efficient power station
is to be constructed, rated at approximately 20 megawatt capacity, to meet
this power requirement. The new power plant, which will be owned and operated
by a power provider, will use heavy fuel oil. The existing power plant will be
maintained as a back up facility. The cost of power is presently US$0.134 per
kilowatt hour while power from the new station is expected to cost around
US$0.10 per kilowatt hour, at current oil prices.
Health, Safety and Environment
Siguiri was awarded a five-star NOSA rating during 2001 and, as with some of our
other mines, is undertaking a training and work program targeting a five star
integrated NOSA rating and ISO 14001 accreditation. There is a comprehensive
environmental monitoring system at Siguiri in respect of dust, noise and
effluent control. A program of land restoration is in place with emphasis on
re-grassing disused dumps and the planting of a variety of indigenous trees.
Siguiri mine provides community assistance by supporting local education and
medical facilities and a variety of community projects such as the provision of
boreholes and pumps for clean water. There are programs in place to promote
HIV/AIDS awareness and prevention for both employees and the local community.
Geita -- Tanzania
Introduction
The Geita mine is situated in northwestern Tanzania approximately 90 kilometers
from the regional capital of Mwanza and 20 kilometers south of Lake Victoria in
an area known as the Lake Victoria Goldfields. The operation is currently owned
and operated jointly by us and AngloGold Limited in a joint venture following
the purchase of a 50% interest in the project by AngloGold Limited in December
2000.
Geita covers some 373 square kilometers of prospecting licenses with the
inclusion of the AngloGold Limited Nyamulilima Hill license into the joint
venture. Within this area a special mining license has been granted covering 114
square kilometers.
The Geita deposit was first mined as an underground operation between 1938 and
1966 and it is estimated some 940,000 ounces of gold were produced at a mean
recovered grade of approximately 5.3 g/t. At this time Geita was the largest
operating gold mine in East Africa. In the late 1980s, the area became the focus
of artisanal mining. In 1991 Cluff Resources Plc, or Cluff, acquired the Geita
East and Geita West prospecting licenses, SAMAX acquired the Kukuluma
prospecting licenses and, in 1994, Cluff acquired the Geita Hill prospecting
license. Both companies commenced exploration soon after obtaining their
respective license areas. Cluff and SAMAX were acquired by us in 1996 and 1998
respectively.
A feasibility study for the project was completed by us in November 1998 which
detailed the construction of a CIL processing plant, fuel fired power plant,
mine village, services, related infrastructure and initial open pit mining
activity. Extension and infill drilling continued during the construction period
and the reserves and mine life were significantly increased with an improvement
in overall economics.
92
The construction of the US$165 million Geita mine began in 1999 and was
completed in 2000 on budget and ahead of schedule with gold production
commencing in June 2000. A total of 1.24 million tonnes of ore at a grade of
3.00 g/t were mined at a strip ratio of 9.6:1 in the seven months ended December
31, 2000. By the end of 2000, 176,836 ounces of gold were produced at a cash
operating cost of US$145 per ounce. In 2001, a total of 4.58 million tonnes were
processed at a grade of 3.91 g/t and a recovery of 93.0%.
In the nine months ended September 30, 2002, a total of 456,301 ounces of gold
were produced at a recovery of 93.0%. Gold production attributable to us in this
period was 228,151 ounces. We anticipate that production will be lower for the
next three quarters due to lower mined grades as waste stripping continues in
cut 3 at Nyankanga.
The Geita mine was completed at an approximate cost of US$165 million. The total
ore reserve at Geita increased during our period of exclusive ownership from
zero ounces at the time of purchase in early 1996 to 7.8 million ounces at the
end of 2000 when 50% of the project was acquired by Anglogold. We raised
approximately US$335 million (prior to costs of disposal) on the sale in
December 2000 of 50% of our interest in the Geita mine to AngloGold Limited.
In the last quarter of 2001, the haul road between the Kukuluma deposit and the
processing plant was completed and a haulage contract was signed to commence
production from that deposit in the first quarter of 2002.
In 2002, a decision was taken to upgrade the crushing system and leaching tank
circuits in order to increase plant throughput capacity and gold production to
between 5.6 and 6.0 million tonnes and 600,000 ounces per year respectively.
Reserves
The proven and probable contained gold reserves at the Geita mine as at
September 30, 2002, December 31, 2001 and 2000 are set forth in the table below:
As at September 30, 2002 As at December 31, 2001
------------------------------------------------------------------------------------------------------
Estimated
Average Contained Contained
Metallurgical Ore Gold Ore Gold
Recovery Tonnes Grade Ounces Tonnes Grade Ounces
% (millions) g/t (millions) (millions) g/t (millions)
------------------------------------------------------------------------------------------------------
Proven Reserves 90 32.0 3.62 3.80 37.7 3.4 4.1
Probable Reserves 90 40.0 4.53 5.80 25.0 4.5 3.6
------------------------------------------------------------------------------------------------------
Total Ore Reserves 90 72.0 4.13 9.60* 62.7 3.8 7.7
======================================================================================================
As at December 31, 2000
-------------------------------------------------------
Contained
Ore Gold
Tonnes Grade Ounces
(millions) g/t (millions)
-------------------------------------------------------
Proven Reserves 41.3 3.5 4.6
Probable Reserves 22.3 4.5 3.2
-------------------------------------------------------
Total Ore Reserves 63.6 3.8 7.8
=======================================================
*50% of which is attributable to us.
For economic studies and the determination of cut-off grades, we assumed a gold
price of US$300 per ounce.
The grade estimate is inclusive of adjustments for mining dilution and ore
losses during mining. Metallurgical losses are excluded from the calculation of
contained gold ounces.
Geology
Geita is found within the Archaean Greenstone belt terrain of Northern Tanzania
and consists of a series of Banded Ironstone Formations, or BIF, within a
generally poorly exposed sequence of felsic/intermediate volcanics. This
sequence overlies mafic volcanics. The BIF, often in the form of distinct
ridges, are complexly folded and thrust. Nearly all the gold mineralization is
found within or in close proximity to the BIF.
A number of mineralized trends occur on the Geita concessions. The five
kilometer long Nyankanga -- Lone Cone -- Geita Hill mineralized trend contains
the bulk of Geita's reserves. The western portion of the Nyankanga deposit is
hosted predominantly in an altered diorite while further east gold
mineralization is associated with the more typical BIF units. Gold is associated
with pyrite and silicic alteration and dips at 25-35 degrees to the north. At
Geita Hill and Lone Cone, gold mineralization is associated with pyrite and
silicic alteration with BIF units dipping 45-55 degrees to the north and
north-west. The Kukuluma -- Matandani --Area 3 West deposits are located in
topographic lows incised into the ancient (Cretaceous) hill-top ferricrete
plateau. Mineralization is related to sheared and folded BIF sequences within
carbonaceous mudstones and
93
felsic tuffs. Oxide gold mineralization extends up to 100 meters below surface
while the primary gold ores are associated with pyrite and arsenopyrite
sulfides.
In the far west of the Geita concessions, Nyamulilima Hill rises above the
surrounding plains and comprises a BIF sequence flanked by felsic volcanics that
have been intruded by silicified quartz felspar porphyry (QFP). The Ridge 8,
Star and Comet and Roberts deposits are hosted in BIF and/or at the BIF/QFP
contact. Gold is associated with disseminated pyrite and silicic and sericitic
alteration.
Mining Methods
The Geita Mine is an open pit operation with mineralized material extending
below the lowest depth of all the pits. At present there are three pits in
operation:
o Nyankanga (the largest);
o Lone Cone; and
o Kukuluma:
Other pits to be mined in the future include Geita Hill, Chipaka, Matandani,
Roberts and Area 3 West.
Mining of the ore and waste is carried out using conventional open pit
techniques and is undertaken using a mining contractor. The key terms of the
contract are the quantities to be mined over the life of the mine as engineered
at the time of contract agreement and the termination agreement in which the
parties can give each other notice, subject to compensation reflecting payment
for capital spent by the contractor on plant and demobilization. At any one
time, a number of pits will be in operation to provide mining flexibility and a
blend of oxidized, transition and primary ores. The ore is hauled to the crusher
where it is either tipped directly into the crusher or placed on the Run of
Mine, or ROM, stockpile and rehandled later by front end loaders. All technical
services, mine planning, mining contract management, survey control and
geotechnical support functions are carried out by Geita mine staff.
Over the next five years the ore and waste mining rate is programmed to be close
to 50 mtpa at a strip ratio of approximately 9:1. At the end of 2001, the mining
contractor was changed following a re-tender of the contract to accommodate an
increase in the mining rate.
The primary material movement fleet consists of a combination of Komatsu 785 and
Caterpillar 77 trucks and a combination of Komatsu PC1100 and PC1800 excavators.
The fleet comprises auxiliary equipment (dozers, graders, water carts, etc) for
haul and pit access, road construction, maintenance and rehabilitation. The
equipment is owned by the mining contractor.
Processing Method
The Geita processing plant has a name plate capacity of approximately 4.5 mtpa.
The ore is crushed and then fed into a SAG and ball mill grinding circuit with a
recycle crushing system. The material is passed through a gravity circuit
comprising two Knelson concentrators and a "Gekko" in line leach reactor which
treats the concentrate via an intensive cyanidation process. The pulp is
thickened and then pumped into the leach tanks for leaching in cyanide. The
loaded carbon is recovered and washed before being sent to the elution section
of the plant for gold stripping and final conversion into dore. The stripping
plant includes a 14 tonne capacity elution circuit with electro-winning (using
stainless steel cathodes) and direct smelting of the calcined sludge.
In 2002, a decision was taken to upgrade the crushing system and leaching tank
circuits in order to increase plant throughput capacity and gold production to
between 5.6 and 6.0 million tonnes and 600,000 ounces per year respectively.
Exploration and Development
During 2002, drilling continued on a number of deposits to outline additional
reserves. Drilling was undertaken at Nyankanga, Geita Hill, Lone Cone, Roberts,
Chipaka, Kukuluma, Matandani and Area 3 West. This additional drillhole
information was incorporated into the assessment of the reserves as at September
30, 2002, which resulted in Geita mine ore reserves increasing by 24% to 9.6
million ounces (our share being 4.8 million ounces). This increase resulted
primarily from increases at Nyankanga and Geita Hill
94
where infill drilling has established a continuous five kilometer mineralized
trend from Nyankanga-Lone Cone to Geita Hill. New reserves were also included
for Chipaka, Roberts and Area 3 West.
Power Supply
Power is supplied by generators. In 2001, mechanical failures occurred on the
prime generators at the Geita power plant necessitating the importation by the
manufacturer of additional generator sets to secure power supplies. The
manufacturers of the engines used in the power plant are in the process of
rectifying the problems with these machines. Throughout this problem period, no
significant material interruptions to processing resulted from the generator
failure.
Health, Safety and Environment
The Geita mine has been certified with an ISO1400 health and safety rating and
has been awarded a NOSA four-star integrated rating during 2001. A training and
work program is being implemented to improve safety, health and environmental
standards and to upgrade the mine's NOSA rating to five star integrated.
There is a comprehensive environmental monitoring system at Geita in respect of
dust, noise and effluent control. A program of land restoration is in place with
emphasis on re-grassing disused dumps and the planting of a variety of
indigenous trees. The Geita mine provides community assistance by supporting
local education and medical facilities and a variety of community projects such
as the provision of boreholes and pumps for clean water and financial and
technical support for local micro business enterprises. There are programs in
place to promote HIV/AIDS awareness and prevention for both employees and the
local community.
Freda-Rebecca -- Zimbabwe
Introduction
We acquired the Freda-Rebecca mine in 1996 with the acquisition of Cluff
Resources. The mine is located at Bindura in Zimbabwe. We now conduct
underground mining operations at Freda-Rebecca as the open pits were mined out
in 1998. The ore is processed by means of a conventional CIL plant which was
designed to treat open pit sulfide ore. The life of mine plan currently projects
mining until approximately 2005 at current production rates.
In 2000 a total of 112,164 ounces was recovered from the processing of 1.0
million tonnes of ore grading 3.89 g/t at a metallurgical recovery of 89.8%. In
2001, a total of 1.156 million tonnes of ore was mined from underground. In the
12 months ended December 31, 2001, Freda-Rebecca mine produced 102,654 ounces of
gold at a cash operating cost of US$222 per ounce compared to 112,164 ounces at
US$198 per ounce in 2000. The head grade was 3.30 g/t, whilst the metallurgical
recovery was 86.4%. Over the past few years the robust, higher grade, easier
production ore blocks have been mined, resulting in production being at a higher
than average reserve grade. In 2002, metallurgical recovery continued to be
impacted upon by mechanical problems in the milling and leach tanks sections of
the processing plant as well as the processing of ores emanating from the
western extremity of the mine. In the nine months ended September 30, 2002 a
total of 832,000 tonnes of ore was mined from underground and we produced a
total of 75,065 ounces of gold. The head grade was 3.36 g/t and the
metallurgical recovery was 82.4%. The lower production was due to unplanned
maintenance down time on the SAG mill and lower metallurgical recovery that
resulted from fluctuating throughput rates and reduced leach tank capacity. Over
the last year, due to the support price mechanism set by the Government of
Zimbabwe, the price realized per ounce on the sale of gold to the Government of
Zimbabwe, when translated at the official exchange rate, has been higher than
the prevailing market price.
95
Reserves
The proven and probable contained gold reserves of Freda-Rebecca as at December
31, 2001 and December 31, 2000 are set out in the table below.
As at December 31, 2001 As at December 31, 2000
------------------------------------------------------------------------------------------------------
Estimated
Average Contained Contained
Metallurgical Ore Gold Ore Gold
Recovery Tonnes Grade Ounces Tonnes Grade Ounces
% (millions) g/t (millions) (millions) g/t (millions)
------------------------------------------------------------------------------------------------------
Proven Reserves 90 4.3 2.5 0.3 4.1 2.4 0.3
Probable Reserves 90 1.1 2.4 0.1 1.7 2.4 0.1
------------------------------------------------------------------------------------------------------
Total Ore Reserves 90 5.4 2.5 0.4 5.8 2.4 0.4
======================================================================================================
For economic studies and the determination of cut-off grades, we assumed a gold
price of US$300 per ounce.
The grade estimate is inclusive of adjustments for mining dilution and ore
losses during mining. Metallurgical losses are excluded from the calculation of
contained gold ounces.
Geology
Freda-Rebecca mine is situated approximately in the middle of the Harare-Shamva
Archaean Greenstone Belt. Gold mineralization is controlled by both lithology
and structure and is associated with sulfides. The sulfides exhibit two styles.
The older style is of a disseminated nature and is the primary auriferous phase.
The younger style is shear-hosted and occurs in narrower widths. This style,
especially where fine-grained, is associated with higher grades. In both styles,
sulfides are fine to coarse grained. Primary sulfides are pyrite, arsenopyrite,
pyrrhotite and chalcopyrite. Mineralization is also associated with chlorite,
silicic and carbonate alteration.
Mining Methods
In the initial phase of development, Freda-Rebecca was an open pit operation
with two pits. The Rebecca pit was mined down to a depth of 100 meters by open
pit method. We now utilize open-stoping with subsequent fill at the Rebecca pit
for underground mining. This is used to exploit the Rebecca Upper East and Lower
East. Four underground mining methods: sub-level stoping, room and pillar, ramp
in stope and panel stoping, are used at the Freda-Rebecca mine. Sub-level
stoping with troughs is now the dominant mining method.
Processing Methods
Crushed material is conveyed into two separate milling modules, each consisting
of a SAG mill in closed circuit with a 750mm diameter cyclone (one standby) to
produce an overflow of 80%. About 30% of primary cyclone underflow is bled off
into Knelson concentrators for coarse gold recovery while the overflow is
de-watered in two cluster cyclone sets to 48-50% solid prior to gravitation into
the leach circuit. The leach train consists of three mechanically agitated
pre-leach tanks in series and nine CIL tanks providing a total residence time of
about 48 hours.
Exploration and Development
Exploration continued to focus around the 16 square kilometer Freda-Rebecca
mining lease. At the mine site, exploratory drilling was principally directed at
the up dip extension of the Freda shear towards the old Promoter pit. Surface
extensions to the Phoenix Prince deposit are also being evaluated. On the two
square kilometers of claims on the RAN mine, which is located to the east of the
Freda-Rebecca mine, drilling intersected copper/gold mineralization over a
strike length of 500 meters and we are currently undertaking a feasibility study
to determine the economic viability of processing this copper/gold
mineralization through the Freda-Rebecca plant. We have an option to acquire any
reserves found on the RAN claims by completing a feasibility study and paying an
upfront royalty on any gold reserves delineated. Limited exploration has also
been undertaken on the Mazoe EPO which surrounds the Freda-Rebecca mining lease
where we are in joint venture with a third party.
96
Economic/Political Situation
The economic and political situation in Zimbabwe during 2001 continued to pose a
series of difficult problems for the management team. The foreign exchange
constraint and the fixed exchange rate coupled with high inflation put severe
pressure on the supply function causing delays in receiving supplies.
Additionally, prices being quoted by suppliers increased, resulting in higher
operating costs. However, we have the approval of the Reserve Bank of Zimbabwe,
or RBZ, to retain a portion of our gold production offshore to meet foreign
currency operating and capital expenditure payments and to repay our debt.
Pursuant to this approval, during 2001 the Freda-Rebecca mine utilized
approximately US$7.1 million to meet overseas supplier payments and US$6.9
million was repatriated to settle debt. Towards the end of the year, in response
to a request by the Chamber of Mines, RBZ increased the allocation of foreign
exchange in respect of gold mining companies, which will benefit the mine.
Revenue from Freda-Rebecca benefited in 2001 and 2002 from a support price set
by the Zimbabwean Government. This support price is set at a higher level than
the prevailing open market gold price as a concession for gold mining companies
receiving a substantial part of their bullion sales in Zimbabwe dollars and to
help counteract the high cost of operating in Zimbabwe.
Power Supply
Freda-Rebecca mine obtains power from the Zimbabwe Electrical Supply Authority
which is in turn supplied principally from the Kariba and Cahora Bassa hydro
electric power stations in Zambia and Mozambique respectively. The Zimbabwe
national grid is however also linked into other sources including the coal fired
thermal plant at the Wankie colliery in Zimbabwe, and interconnectors to South
Africa and the Democratic Republic of Congo. In recent years the shortage of
foreign exchange has resulted in the Zimbabwe Electrical Supply Authority
accumulating significant debt to its suppliers resulting in possible future
insecurity of supply. Power supplies are sometimes unreliable with severe
voltage fluctuations and a relative high incidence of disruptions due to
equipment failures or lightning hits on sub-stations.
Health, Safety and Environment
Freda-Rebecca was awarded a four-star integrated NOSA rating during 2001 and, as
with the other mines, is undertaking a training and work program targeting a
five star integrated NOSA rating and ISO 14001 accreditation. Rehabilitation
works on the spent heap leach pads, the tailings dam and disused waste dumps
have been prioritized. The main focus of the rehabilitation program has been the
planting of a variety of species of trees germinated in the mine's nursery. The
Freda-Rebecca mine provides community assistance by supporting local education
and medical facilities and a variety of community projects such as small scale
farming enterprises. There are programs in place to promote HIV/AIDS awareness
and prevention for both employees and the local community.
Ownership of Mines and Subsidiaries
We operate our business through various subsidiary and affiliated companies
located in several countries.
97
Subsidiary undertakings and other interests
The following table contains a list of our principal subsidiary undertakings as
at November 15, 2002:
Class of
Relevant principal Interest in
Company and country of incorporation mine activities shares held Percent
------------------------------------------------------------------------------------------
Ghana
Ashanti Goldfields (Bibiani) Limited Bibiani Gold Ordinary 100
Gold House Mining No par
Patrice Lumumba Road value
Roman Ridge
PO Box 2665
Accra
Ghanaian-Australian Goldfields Limited Iduapriem Gold Ordinary 80
Gold House Mining No par
Patrice Lumumba Road value
Roman Ridge
PO Box 2665
Accra
Teberebie Goldfields Limited Teberebie Gold Ordinary 90
Gold House Mining No par
Patrice Lumumba Road value
Roman Ridge
PO Box 2665
Accra
------------------------------------------------------------------------------------------
Guinea
Societe Ashanti Goldfields de Guinee S.A. Siguiri Gold Ordinary 85
c/o Societe Ashanti Goldfields de Guinee Mining
KM 4 Cameroon
PO Box 1006
Conakry
------------------------------------------------------------------------------------------
Zimbabwe
Ashanti Goldfields Zimbabwe Limited Freda- Gold Ordinary 100
4 Cork Road Rebecca Mining
Belgravia
Harare
Zimbabwe
------------------------------------------------------------------------------------------
Isle of Man
Ashanti Treasury Services Limited N/A Treasury Ordinary 100
Geita Treasury Services Limited N/A Treasury Ordinary 100
3rd Floor
12-14 Ridgeway Street
Douglas
Isle of Man IM1 1EN
------------------------------------------------------------------------------------------
Cayman Islands
98
Class of
Relevant principal Interest in
Company and country of incorporation mine activities shares held Percent
------------------------------------------------------------------------------------
Ashanti Capital Limited N/A Financing Ordinary 100
Ashanti Capital (Second) Limited N/A Financing Ordinary 100
Ashanti Finance (Cayman) Limited N/A Financing Ordinary 100
M & C Corporate Services Limited
c/o Ugland House
South Church Street
PO Box 309
George Town
------------------------------------------------------------------------------------
Grand Cayman
Cayman Islands
------------------------------------------------------------------------------------
Supplementary information on joint venture companies
The following table contains information on our Geita joint venture companies.
Proportion of capital
Company and registered office address Field of activity held percent
---------------------------------------------------------------------------------
Cluff Resources Limited Gold Mining 50
Masters House
107 Hammersmith Road
London W14 0QH
---------------------------------------------------------------------------------
Geita Management Company Limited Mining Management 50
3rd Floor Services
12-14 Ridgeway Street
Douglas
Isle of Man
IM1 1EN
---------------------------------------------------------------------------------
As at September 30, 2002
Cluff
Resources
Limited and Geita
its subsidiary Management
undertakings Company
US$m US$m
----------------------------------------------------------------------------------------
Issued share capital 34.9 --
Reserves 21.4 (1.2)
Profit/(loss) after tax (period ended September 30, 2002) 29.8 (6.6)
Inter-company loan owed to us 31.1 --
Net book value shown in our accounts 96.0 (0.6)
Exploration
General
Our exploration strategy to date has been to focus on gold projects only in
Africa. We have projects in the major prospective gold belts of West, Southern
and East Africa. Exploration at our existing mines is conducted by personnel at
the mine sites whereas exploration around the mines and elsewhere in Africa is
conducted by staff from Ashanti Exploration, a division of our company.
99
We believe that the African continent offers a wide range of exploration and
development opportunities, and that we are particularly well positioned to take
advantage of these opportunities because of our operational base in the region
and our position as an African gold mining company.
Many countries in which we are conducting exploration operations, or are
considering conducting operations, are characterized by political instability
and economic uncertainty. When deciding whether to pursue an exploration
project, we assess its geological potential, current and future political
stability of the country in which a potential project is located, its
regulatory and fiscal regime, security of title to property and economic
conditions, as well as the project area's access to infrastructure such as
roads and power.
During 2001, our exploration focus continued to be on and around our existing
mining operations where the full benefit of additional reserves could be more
rapidly realized, as discussed for each mine site above. However, whilst
focusing on gold production, we would also consider significant exploration and
development opportunities in Africa in precious metals outside our current mine
sites and outside our core business area should they arise.
All mine development expenditure at existing mines was provided from working
capital and cash revenues from the mines. However, we also have exploration
activities proceeding outside our existing mines.
Set out below are details of exploration at sites other than the mine sites.
Tanzania
Outside the Geita concessions we have continued our regional assessment of the
Lake Victoria Goldfields during the year and have applied for a number of
prospecting licenses.
Cote d'Ivoire
Two gold soil anomalies were defined on permits held in joint venture with Rio
Tinto and will require follow up.
Mali
Four new Exploration Authorizations were acquired in southern Mali during 2002
and will be evaluated.
D.R.Congo
During 2001, we increased our Kimin concession by 6,000 square kilometers to
8,000 square kilometers to cover most of the historically productive Kilo
greenstone gold belt of northeastern D.R.Congo. A deterioration in the security
situation in the general vicinity of this concession has delayed the
commencement of exploration activities.
Burkina Faso
At our Youga project where we are in a 50-50 joint venture with Echo Bay Mines,
a probable open pit reserve of 5.0 million tonnes grading 3.2 grammes per tonne
(equivalent to 0.5 million ounces) has been outlined.
South Africa
During 2002, we acquired our first non-gold exploration project in South Africa.
Tameng Mining and Exploration (Pty) Limited in which we have a 40% equity
interest was awarded through competitive bidding Platinum Group Metal, or PGM,
mineral exploration rights were acquired on the farm M'phatlele's Location 457
KS in the northeastern limb of the Bushveld Igneous Complex. The sub-outcrops of
the Merensky and UG2 reefs, which are the principal mineralized horizons for
PGM's in the Bushveld Igneous Complex, have been mapped on M'phatlele's Location
over a strike length of eight kilometers. Exploration of this site is expected
to commence next year.
Refining Contracts and Marketing
We derive the majority of our income from the sale of gold produced by our mines
which we sell under agreements with gold refiners.
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We have separate gold refining and purchasing arrangements for each of our
mining properties. While these have recently been re-awarded and with effect
from January 1, 2003, as of the date of this prospectus they are as follows:
Mine Refiner
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Obuasi: N.M. Rothschild & Sons and Commerzbank International SA
Bibiani: UBS AG
Iduapriem: UBS AG, Zurich
Siguiri: Credit Suisse First Boston
Freda-Rebecca: Reserve Bank of Zimbabwe
Geita: Societe Generale de Paris
Gold is shipped to a refiner and upon receipt the relevant company is normally
credited with funds representing the value of 99% of the gold received within
three business days. The remaining 1% balance is credited after adjusting for
any differences between our assay and the refiner's assay and refining charges.
These amounts are paid directly into accounts in London, with the exception of
those payable to Freda-Rebecca of which approximately 80% is paid within
Zimbabwe. For our Ghanaian mines, portions of these receipts are repatriated to
Ghana through the Bank of Ghana. Risk passes to the refiner either on delivery
to the designated airport or to the refiner, depending on the contract.
Currently, like many other Ghanaian gold mining companies, we cannot obtain
insurance coverage for the transported gold until it reaches the airport.
Gold bars produced by mining companies can be of any size and we typically
produces bars averaging about 800 ounces in weight. It is general practice for
the refiner to recognize the value of the silver contained in the gold bar and
we are credited accordingly. The refinement process upgrades the gold to 99.99%
purity by a process of electrolysis.
The Gold Market
Gold is used primarily for fabrication and bullion investment. Fabricated gold
has a wide variety of uses including jewelry (the largest fabrication use for
gold), electronics, dentistry, decorations, medals, medallions and official
coins. Some purchasers of official gold coins and of high-carat, low mark-up
jewelry may be motivated by investment, so that the net private gold bullion
purchases alone do not necessarily represent the total investment activity in
gold. Central banks buy, sell and hold gold bullion as part of their national
investment strategies.
The gold bullion market is deep and liquid. Purchase and sales of gold take
place around the globe in all sizes and forms. In London, gold trading is
conducted by a number of bullion houses, with prices set twice daily by the five
members of the "ring". The ring was originally established to determine the
price that represents the benchmark for trades and contracts. The price set is
the one at which orders to buy and sell are perfectly matched. Prices are
determined in the morning and afternoon, the so called A.M. and P.M. fixes, for
each trading day.
This market provides the foundation for many derivative instruments, including
futures, options, warrants and swaps. Substantial producers and purchasers use
these markets to hedge their respective positions. The process for a producer
involves the use of forward contracts and derivative instruments to hedge part
of the production against falls in the gold price. Although hedging exposes us
to risks, it is intended to help us secure a predictable cash flow which assists
in planning and forecasting future revenues, therefore helping to ensure that
financial commitments and other undertakings can be met.
Ghana
Introduction
Ghana is located in West Africa and covers an area of approximately 238,000
square kilometers with a population of approximately 20 million. The State of
Ghana was created in 1957, when it became the first of the former colonies in
West Africa to gain independence. The official language of Ghana is English and
the country is located between the French-speaking countries of Cote d'Ivoire
and Togo.
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Political Background
The period from the granting of independence in 1957 to 1981 was turbulent in
the political history of Ghana. During this time, Ghana's governments alternated
periodically between military and civilian rules. After the military coup which
brought him into power the second time, Flight Lieutenant Jerry Rawlings and his
Provisional National Defence Council government ruled the country for 11 years,
during which time relative political stability and economic progress was
achieved. In November 1992, Jerry Rawlings was elected President in the first
democratic election in over a decade.
The principal step in the transition to the current level of democratic rule was
a referendum in April 1992 which endorsed a new constitution. The new
constitution gives the President supreme executive power in both civil and
military matters. It also provides for a fixed presidential term of office of
four years, with a maximum of two terms for any one person, and created a 200
member parliament to oversee the day-to-day functions of the Government. While
independent international observers declared that the presidential election was
fairly decided, opposition parties claimed that the election had been rigged and
boycotted the subsequent legislative elections held in December 1992.
Presidential and parliamentary elections took place in December 1996. Both
elections this time were contested and President Rawlings won again with 57.5%
of the total votes and the ruling NDC party took 132 of the 200 seats in
parliament. Elections were held again in December 2000. Jerry Rawlings was
unable to stand for President, having completed his two terms, and there were
seven new candidates contesting the presidential election. The first round was
inconclusive, with no candidate achieving the required 50% majority. A second
round was conducted in early January 2001 between Professor J.E.A. Mills of the
National Democratic Congress and Mr. J.A. Kufuor of the New Patriotic Party,
which was won by Mr. J.A. Kufuor with 56.9% of the votes cast. The 2000
parliamentary elections also resulted in a defeat for the ruling NDC party, with
the NPP winning a total of 99 seats to the NDC's 92 seats. Smaller parties and
independent candidates hold the other nine seats. The next elections in Ghana
are scheduled for 2004.
Political Structure
The Constitution, which came into force on January 7, 1993, and is the supreme
law of Ghana, establishes the political structure of the government and
enshrines a number of fundamental human rights and freedoms (for example,
personal liberty, non-discrimination, freedom of expression and concepts of
natural justice). The Constitution specifically preserves as current law the
written and unwritten laws of Ghana as they existed before the date of the
Constitution (except that they are to be construed in conformity with the
Constitution) and provides that, as a general matter, other than as provided in
the Constitution, the existing law is not to be affected by the adoption of the
Constitution. For this reason, and due to the different manifestations of the
Government over the years, the principal legislation includes decrees and
legislation promulgated by previous governments.
The Constitution establishes an executive branch headed by a President, a
Parliament and an independent judiciary. The President of the Republic of Ghana
acts as head of State, head of Government and commander-in-chief of the armed
forces. In determining Government policy, the President is assisted by the
Cabinet (which consists of the Vice President and between 10 and 19 Ministers of
State), as well as by non-Cabinet ministers and other senior advisers in the
office of the President. The President is also advised in relation to
legislative matters by a Council of State (which comprises a mix of presidential
appointees, representatives from the different regions of Ghana and former
holders of high office).
Parliament holds the legislative authority in Ghana. Matters are generally
decided by a simple majority vote, subject to a quorum of at least half the
members of Parliament being present. The power of Parliament to make laws is
exercised by passing the relevant bill and obtaining Presidential assent.
The judiciary is independent from the President, the legislature and the
executive and subject only to the terms of the Constitution. The judicial branch
consists of a Supreme Court, the Court of Appeal, the High Court, Regional
Tribunals, and such lower courts or tribunals as Parliament establishes.
Economy
Ghana is comparatively well-endowed with natural and human resources. It has a
good supply of fertile land suitable for growing a broad range of agricultural
commodities, and considerable forestry, fishing and
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mineral resources, as well as hydro-electric power resources. Agriculture
accounts for approximately 50% of its gross domestic product, with cocoa being
the most important crop.
The unit of currency in Ghana is the cedi. The cedi has been characterized by
continuous depreciation against the US dollar over the last decade. The exchange
rate was determined by auction until 1992. Currently the exchange rate is set by
an interbank market for foreign exchange and the rates are now largely
determined on the basis of market forces. During 2000 the cedi experienced rapid
depreciation.
However, in 2001, mainly through the exercise of more prudent fiscal and
monetary policies by the new Government, the cedi was relatively stable against
almost all the major currencies with depreciation against the US dollar of only
3.7% for the year, compared with 49.5% for the corresponding period in 2000.
Inflation, which stood at 40.5% at the end of 2000 and peaked at about 42% in
March 2001, was down to 21.3% in December 2001.
As part of the measures to promote capital and investment growth and to assist
the development of venture capital companies the Government, in its 2002 budget,
has reduced stamp duty on stated capital from 2.0% to 0.5%.
Economic Recovery Program
Ghana experienced a protracted economic decline in the mid 1970s and early
1980s. The decline was marked by high and accelerating inflation resulting in
overvaluation of the Cedi with the trade account moving into deficit in 1981
after several years in surplus. Lack of foreign investment, emigration of
skilled labor and Government policies favoring rapid industrialization through
import substitution all weakened the productive base of the economy. Faced with
sharply rising inflation, an economic slump and a mounting external deficit, the
Government sought outside assistance.
In April 1983, the Government introduced the Economic Recovery Programme, or
ERP. The ERP incorporated recommendations of the International Monetary Fund, or
IMF, and World Bank. The main elements of the ERP were to reduce inflation and
achieve equilibrium, to reduce the mounting budget deficit and to promote
economic growth and export recovery through a realignment of incentives towards
productive activities. The program also highlighted the need for structural
reform, economic liberalization and improving the availability of essential
consumer goods.
The ERP, and subsequent actions by the government, are widely considered to have
been generally successful in restoring Ghana's economic health. The economy is
still dependent on aid but Ghana ceased in 1991 to rely on IMF balance of
payments support, following a period of rapid economic adjustment financed by
concessional loans from the IMF. By Sub-Saharan African standards, Ghana has
achieved an impressive growth performance.
A Value Added Tax, or VAT, was successfully introduced at the end of 1998.
During 1999 and 2000, the Ghanaian economy was negatively affected as a result
of low prices for gold and cocoa, and high prices for imported crude oil.
The newly elected Government is currently in the process of implementing various
measures including fiscal reforms, designed to improve the economic situation.
Highly Indebted Poor Country Initiative
With the large infusion of external loans to finance the ERP, the country's debt
carrying capacity was overstretched without achieving the expected corresponding
export recovery. Therefore, in March 2001, the new Government decided to take
advantage of the Highly Indebted Poor Country initiative, which provides debt
relief from both bilateral and multilateral creditors. This initiative is aimed
at restoring the country to a sustainable debt carrying capacity and to free
resources for a poverty reduction program in the near-term of 2002 to 2004.
Mining
After going through a period of contraction for many decades, the Ghanaian
mining sector grew markedly during the 1990s. Since 1983, the Government has
introduced a number of incentives for mining companies, with the result that new
investment has increased. Encouraged by support from the World Bank, together
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with the provision of debt and guarantee facilities from the International
Finance Corporation, gold mining has enjoyed a renaissance, with output more
than quadrupling since 1987. The vast majority of the output comes from
underground and open pit mines in the Western and Ashanti regions.
Regulations and Leases
Ghana
Minerals and Mining Law
General
Mining activities in Ghana are primarily regulated by the Minerals and Mining
Law 1986 (P.N.D.C.L. 153), or the Mining Law.
Under the Constitution and the Mining Law, all minerals in Ghana in their
natural state are the property of the state and title to them is vested in the
President on behalf of and in trust for the people of Ghana, with rights of
prospecting, recovery and associated land usage being granted under licenses or
leases.
A license is required for the export or disposal of such minerals and the
Government has a right of preemption over all such minerals. The Government of
Ghana shall acquire, without payment, a 10% interest in the rights and
obligations of the mineral operations in relation to a mineral right to
reconnaissance, prospecting or mining, and shall have the option to acquire a
further 20% interest where any mineral is discovered in commercial quantities,
on terms agreed between the Government and the holder of the mining lease
subject to arbitration if the parties fail to agree.
A license or lease granting a mineral right is required to reconnoiter or
prospect for or mine a mineral in Ghana, and the Minister of Energy and Mines
has power to negotiate, grant, revoke, suspend or renew any mineral right,
subject to a power of disallowance exercisable within 30 days of such grant,
revocation, suspension or renewal by the Cabinet. The powers of the Minister of
Mines are to be exercised on the advice of the Minerals Commission, which is
responsible for regulating and managing the utilization of natural resources and
co-ordinating policies relating to them. The grant of a mining lease by the
Minister of Mines is normally subject to parliamentary ratification unless
specifically exempted.
A mineral right is deemed a requisite and sufficient authority over the land in
respect of which the right is granted, although a separate license is required
for some other activities, including the diversion of water, and additional
consents may be required for certain developments. A mineral right or interest
therein may not be transferred, assigned or otherwise dealt with in any other
manner without the Minister of Mines' prior written approval.
Control of Mining Companies
The Minister of Mines has the power to object to a person becoming or remaining
a "shareholder controller", a "majority shareholder controller" or an "indirect
controller" of a company which has been granted a mining lease if he considers
that the public interest would be prejudiced by the person concerned becoming or
remaining such a controller. In this context:
o "shareholder controller" means a person who, either alone or with certain
others, is entitled to exercise, or control the exercise of, 20% or more of
the voting power at any general meeting of a mining company or of any other
company of which it is a subsidiary,
o "majority shareholder controller" means a shareholder controller in whose
case the percentage referred to above also exceeds 50%, and
o "indirect controller" means a person in accordance with whose directions or
instructions the directors of a mining company, or of another company of
which it is a subsidiary, or the shareholder controllers of that mining
company are accustomed to act.
A person may not become a shareholder controller, a majority shareholder
controller or an indirect controller of a mining company unless he has served
written notice on the Minister of Mines of his intention to that effect and the
Minister of Mines consents to his becoming such a controller or does not object
within a period of six months.
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Where a person becomes or continues to be a controller of the relevant
description after a notice of objection has been served on him, or is otherwise
in contravention of the procedures prescribed by the Mining Law, the Minister of
Mines may notify the controller that, until further notice, any specified shares
are subject to restrictions. The relevant restrictions include restrictions on
transfer, voting rights, receipt of further shares and distributions. The
Minister of Mines may apply to the High Court to order the sale of any shares
which are the subject of such a restriction. There is no legal restriction on
the foreign ownership of a mining company.
Where a person, either alone or with others, acquires an interest in 5% or more
of the voting power of a mining company he is required to notify the Minister of
Mines.
A person who is a controller of a mining company must give notice of his ceasing
to be such a controller before he disposes of his interest. In addition, the
mining company itself has to give notice to the Minister of Mines of the fact
that any person has become or ceased to be a controller. Violation of these
provisions of the Mining Law is a criminal offence. The law also gives the
Minister of Mines power to investigate and report on the ownership and control
of any mining company.
The Mining Law also gives the Government the right to acquire a special share in
a mining company in order to protect the assets of the relevant company and to
reflect and further the intentions of the provisions of the Mining Law relating
to control of a mining company. The Government holds such a share in us, called
the Golden Share.
Our Regulations also require us and our directors to comply with any order made
by the Minister of Mines under the provisions of the Mining Law and provide that
any action taken by us or our directors in pursuance of any such order shall be
final and conclusive and binding on all persons.
Payments
The Mining Law provides that royalties are payable by the holder of a mining
lease to the State at rates of between 3% and 12% of total minerals revenue,
depending on a formula set out in mineral royalty regulations. The formula is
determined by calculating the ratio of revenue minus operating costs, interest
and capital allowances to total revenue. A ratio of 30% or lower will attract a
royalty of 3%. For every 1% that the ratio exceeds 30%, the amount of the
royalty will increase by 0.0225% up to a maximum of 12%. The laws of Ghana
currently provide for income tax at a rate of 30%. The Mining Law provides for
an entitlement to certain specified capital allowances and various additional
fiscal and other benefits.
Retention of Foreign Earnings
Holders of mining leases have certain limited rights to retain foreign exchange
earnings overseas and to use such earnings for the acquisition of machinery and
equipment as well as for certain other payments such as debt service payments
and dividends. Where the net earnings of a holder of a mining lease are in
foreign currency, the holder is permitted to retain not less than 25% of foreign
exchange earnings in an external account for acquiring machinery and equipment,
spare parts and raw materials as well as for certain other payments, such as
dividend and debt service payments. Our operations in Ghana are permitted to
retain 60% to 80% of its foreign exchange earnings in such an account.
Leases
Mining leases may be applied for either by a prospecting license holder who has
established the existence of minerals in commercial quantities or by others who
do not hold such licenses, who establish the same to the satisfaction of the
Minister of Mines. Mining leases are normally granted for a period not exceeding
30 years and the holder may apply to the Minister of Mines for renewal, on such
conditions as the Minister of Mines may determine, for up to another 30 years.
They are to have a maximum size (subject to derogation by the President where it
is considered to be in the national interest) of 50 km2 for any grant and 150
km2 in aggregate. A holder may apply for an enlargement of the mining area,
which, subject to the Mining Law, the Minister of Mines may grant if satisfied
that such approval is in the national interest. The rights conferred by mining
leases include those to take all reasonable measures on or under the surface to
mine the mineral to which the mining lease relates, to erect necessary
equipment, plant and buildings, to prospect within the
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mining area and to stack or dump mineral waste in an approved manner.
Reconnaissance and prospecting licenses are normally granted for up to 12 months
and three years respectively, subject to renewal.
A detailed program must be submitted for the recruitment and training of
Ghanaians with a view to achieving "localization", being the replacement of
expatriate personnel by Ghanaian personnel. In addition, the holder must give
preference to Ghanaian products and personnel, to the maximum extent possible,
consistent with safety, efficiency and economy.
Prior notification to the Minister of Mines is required for ceasing, suspending
or curtailing production. Approval to such actions may be given, subject to
conditions determined on the advice of the Minerals Commission.
There are also provisions relating to surrender, suspension and cancellation of
mineral rights in certain circumstances. The Minister of Mines may suspend or
cancel a mineral right if, among other things, the holder: fails to make
payments under the Mining Law when due; is in breach of any provisions of the
Mining Law or of the conditions of the mineral right or the provisions of any
other enactment relating to mines and minerals; becomes insolvent or bankrupt;
makes a statement to the Minister of Mines in relation to the mineral right
which he knows, or ought to have known to be false; or for any reason becomes
ineligible to apply for a mineral right under the provision of the Mining Law.
Except as otherwise provided in a specific mining lease, all immovable assets of
the holder under the mining lease vest in the state on termination, as does all
moveable property that is fully depreciated for tax purposes. Moveable property
that is not fully depreciated is to be offered to the state at the depreciated
cost.
The holder must exercise his rights subject to such limitations relating to
surface rights as the Minister of Mines may prescribe. Subject to the proper
conduct of the mining operations, the holder must affect as little as possible
the interest of any lawful occupier, whose grazing rights are retained but who
is precluded from erecting any building without the consent of the holder (or,
if such consent is unreasonably withheld, without the consent of the Minister).
An owner or occupier of any land subject to a mineral right may apply to the
holder for compensation and the amount of the compensation shall, subject to the
approval of the land valuation board, be determined by agreement between the
parties concerned (or, if they are unable to reach agreement, by the Minister of
Mines in consultation with the land valuation board). The land valuation board
has in the past increased amounts of compensation payable to owners and
occupiers.
The holder, in the exercise of his rights, is required to have due regard to the
effect of the mineral operations on the environment and is to take such steps as
may be necessary to prevent pollution of the environment as a result of such
operations. A range of activities and breaches of the Mining Law including
obstructing the Government from exercising its pre-emption right and conducting
mining, prospecting or related activities otherwise than in accordance with the
Mining Law, constitute offences punishable by fine or imprisonment. The maximum
fine is 500,000 cedis (at current exchange rate, approximately US$70), and the
maximum term of imprisonment is two years.
Proposed amendment to Mining Law
A bill has been drafted which, if enacted, will replace and repeal the existing
Minerals and Mining Law 1986 and all other regulations under it. The bill may
never be enacted or, if enacted might be enacted with substantial modifications.
For the most part the bill consolidates with minor modifications the existing
law.
The key material modifications to the current regime contained in the current
draft are:
o the right of the government to acquire a 10% "free carried" interest in a
mining company is to be amended so that in future it will be acquired on
terms prescribed or on terms to be agreed; the bill does not currently
prescribe any terms. In addition the right of the government to acquire a
further 20% interest in the rights and obligations of the mineral
operations in relation to mineral rights is to be deleted;
o the are provisions for stability agreements to be entered into by the
Minister of Mines, on behalf of the Republic, with approval of parliament
to ensure that the holders of mining rights are not adversely affected by
changes in law for a period of 15 years and for development agreements to
be entered into with approval of parliament between the Minister of Mines,
on behalf of the Republic, and a mining
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company where the proposed investment is greater than US$100 million to
deal with in addition matters relating to environmental liabilities; the
exercise of discretion and settlement of disputes; and
o the bill sets out the compensation principles for disturbance of an owner's
surface rights.
Mining Properties
Obuasi Mining Lease
Our current mining lease for the Obuasi area was granted by the Government of
Ghana on March 5, 1994. It grants to us the mining rights to land with an area
of approximately 334 square kilometers in the Amansie East and Adansi West
districts of the Ashanti region for a term of 30 years from the date of the
agreement. In addition, the application for a mining lease over the adjacent 140
square kilometers has also been granted resulting in the total area under mining
lease conditions increasing to 474 square kilometers, the Lease Area. We may,
not less than one year before expiry of the relevant lease, apply for an
extension and if we are not in default at the time we shall be entitled to an
extension upon such terms and conditions as the parties may then agree. The
Government of Ghana also granted to us the exclusive rights to work, develop and
produce gold in the Lease Area (including the processing, storing and
transportation of ore and materials) together with the rights and powers
reasonably incidental thereto subject to the provision of the relevant lease for
that term.
We are required to pay to the Government of Ghana rent (subject to review every
five years, when the rent may be increased by up to 20%) at the rate of
approximately US$5 per square kilometer and such royalties as are prescribed by
legislation, including royalties on timber felled within the Lease Area. We are
required to pay tax and effect foreign exchange transactions in accordance with
the laws of Ghana.
Upon the termination or expiration of the agreement, immovable assets in the
lease area and all other appurtenances in pits, trenches and boreholes shall
become the property of the Government of Ghana without charge. All materials,
supplies, vehicles and other moveable assets that are fully depreciated for tax
purposes shall become the property of the Government of Ghana without charge.
Other such property shall be offered to the Government of Ghana at the
depreciated value within 60 days. If the Government of Ghana does not accept the
offer within a period of 60 days we may sell, remove or otherwise dispose of the
property during a period of 180 days after expiry of the offer. All such
property not sold, removed or otherwise disposed of shall become the property of
the Government of Ghana without charge. Upon termination or expiry of the
agreement, we shall leave the Lease Area and everything therein in a good and
safe condition and, unless the Chief Inspector of Mines otherwise directs, shall
take all reasonable measures to leave the surface of the Lease Area in good and
usable condition.
The agreement is not assignable in whole or in part by us without the consent of
the Government of Ghana. The Government of Ghana may impose such conditions
precedent to the giving of consent as it may deem appropriate in the
circumstances. No assignment however may relieve us of our obligations under the
agreement except to the extent that such obligations are actually assumed by the
assignee. When new laws and conditions coming into existence subsequent to the
date of the agreement unfairly affect interests of either party to the
agreement, the agreement may be renegotiated at the request of the unfairly
affected party. The agreement is governed by and construed in accordance with
the laws of Ghana. Security over the Obuasi mining lease has been granted to the
lenders under the enlarged revolving credit facility by way of a fixed charge
over the Obuasi mining lease. The Government of Ghana (acting through the
Ministry of Mines) granted its consent to the creation of such security pursuant
to section 19 of the Mining Law, on June 21, 2002.
Ayanfuri Mining Leases
We have title to the Ayanfuri and Nanankaw mining leases covering an aggregate
area of 100 square kilometers, granted on June 7, 1994 for a period of 10 years.
The terms and conditions of the lease are consistent with similar leases granted
by the Government of Ghana as detailed in the discussion above of the Obuasi
mining lease.
Bibiani Mining Lease
Bibiani had title to a 50 square kilometer mining lease for a period of 30 years
to May 18, 2027. The terms and conditions of the lease are consistent with
similar leases granted by the Government of Ghana as detailed
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in the discussion above of the Obuasi mining lease. With effect from October 1,
2001, the Bibiani mining lease was transferred to Ashanti Goldfields Company
Limited from Ashanti Goldfields (Bibiani) Limited. Security over the Bibiani
mining lease has been granted to the lenders under the enlarged revolving credit
facility by way of a fixed charge over the Bibiani mining lease. The Government
of Ghana (acting through the Ministry of Mines) granted its consent to the
creation of such security pursuant to section 19 of the Mining Law, on June 21,
2002.
Iduapriem Mining Lease
We have title to the 33 square kilometer Iduapriem mining lease granted on April
19, 1989 for a period of 30 years. The terms and conditions of the lease are
consistent with similar leases granted by the Government of Ghana, as detailed
in the discussion above of the Obuasi mining lease.
Teberebie Mining Leases
Teberebie has two leases, one granted in February 1998 for a term of 30 years
and another granted in June 1992 for a term of 26 years. The terms and
conditions of these leases are consistent with similar leases granted by the
Government of Ghana as detailed in the discussion above of the Obuasi mining
lease.
Zimbabwe
General
All rights to minerals in Zimbabwe are vested in the President of Zimbabwe.
Issues relating to the acquisition of mining rights and operation of mines falls
under the jurisdiction of the Ministry of Mines, Environment and Tourism and are
regulated by the Mines and Minerals Act, 1996.
Applications for the acquisition of mining and exploration rights must be made
through the office of the Mining Commissioner. The application must be made by a
company registered in Zimbabwe which may be foreign owned.
All gold extracted in Zimbabwe has by law to be delivered to Fidelity Refinery,
a section of the Reserve Bank of Zimbabwe where gold is further smelted and
refined.
The holder of a mining lease may abandon his holding by applying in writing to
the Mining Commissioner and obtaining a certificate of abandonment. Forfeiture
may be enforced by the Mining Commissioner if the owner fails to obtain an
annual inspection certificate which certifies that the owner has met certain
production and development criteria.
Environmental issues are subject to the Environment Act which requires among
other things that an Environmental Impact Assessment be undertaken on the
commencement of new mining projects. At the termination of the lease the owner
has the right to freely dispose of his assets and to obtain a quittance
certificate from the Mining Commissioner.
Freda-Rebecca Mining Leases
We have a mining lease for our Freda-Rebecca operation. The application was
originally approved in 1994 and is renewed on an annual basis with no specific
term though it may be terminated by the Government of Zimbabwe if we fail to
obtain an annual inspection certificate from the Mining Commissioner certifying
that we have met production and development criteria.
Guinea
General
In Guinea, all mineral substances are the property of the state. Mining
activities are primarily regulated by the Mining Code, 1995. The right to
undertake mining operations can only be acquired by virtue of one of the
following mining titles: surveying permit, small-scale mining license, mining
prospecting license, mining license or mining concession.
The holders of mining titles are guaranteed the right to dispose freely of their
assets and to organize their enterprises as they wish, the freedom to engage and
discharge staff in accordance with the regulations in
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force, free movement of their staff and their products throughout Guinea and
freedom to dispose of their products in international markets.
Siguiri Mining Leases
Our Guinea subsidiary, Societe Ashanti Goldfields de Guinee S.A., has
title to the Siguiri mining concession area which was granted on November 11,
1993 for a period of 25 years. The agreement provides for an eventual
extension/renegotiation after 23 years for such periods as may be required to
exhaust economic ore reserves.
The original area granted encompassed 8,384 square kilometers which our
subsidiary was required to reduce to five or fewer single blocks of not less
than 250 square kilometers per block totaling not more than 1,500 square
kilometers by November 11, 1996. The retrocession actually reduced the Siguiri
concession area to four blocks totaling 1,495 square kilometers.
SAG has the exclusive right to explore and mine in the remaining Siguiri
concession area for a further 22 year period from November 11, 1996 under
conditions detailed in a Convention de Base predating the new Guinea Mining
Code.
Key elements in the Convention de Base are:
o the Government of Guinea holds a 15% free-carried or non-contributory
interest: a royalty of 3% is payable on the value of gold exported; a local
development tax of 0.4% is payable on the gross sales revenues; salaries of
expatriate employees are subject to a 10% income tax; mining goods imported
into Guinea are exempt from all import taxes and duties for the first two
years of commercial production;
o our subsidiary is committed to adopt and progressively implement a plan for
effective rehabilitation of the mining areas disturbed or affected by
operations.
The Convention de Base is subject to early termination if both parties formally
and expressly agree to do so, if all project activities are voluntarily
suspended for a continuous period of eight months or are permanently abandoned
by our subsidiary, or if our subsidiary goes into voluntary liquidation or is
placed into liquidation by a court of competent jurisdiction.
Tanzania
A special mining license of 114 square kilometers for the development of the
Geita mine was issued by the Minister for Energy and Minerals of Tanzania in
June 1999, expiring in 2024. The mine is now the subject of a joint venture in
which we have a 50% interest.
A new Mining Act recently came into force replacing the Mining Act 1979. Under
this new Act, licensees must maintain reasonable minimum rates of work and
expenditure on licenses, and provided this is maintained, licenses can only be
revoked in the case where a licensee becomes unfit to hold a license, generally
because of bankruptcy, or if the Act or Regulations are breached. Upon
termination of a license, the area becomes vacant and may be the subject of new
license applications.
Current government fiscal policies are regarded as internationally competitive,
and include reasonable depreciation provisions and exemption from VAT and
customs duties. Royalties on mineral production are levied at the rate of 3% of
total mineral revenue. There is also a 10% withholding tax levied on the
transfer of branch profits or dividends overseas.
Exploration Properties
In general, the exact conditions of the tenements of our exploration properties
vary depending on the country in which the tenement is located and the
historical background to the tenement application. Generally, however, the
tenements extend to us (or our joint venture partner) the right to explore for
gold (and other minerals) for a period of time which may or may not be renewable
during which time we are able to establish the existence or not of economic
mineralization, and to complete any feasibility studies, obtain any
environmental approvals and to submit an application for a mining lease.
109
Royalty Payments and Terms
Following are royalty payments and related rates for the past three years:
Year ended December 31,
2001 2000 1999
------------------------------------------------------------------------------------------------
Royalties Royalties Royalties
Country Property US$ Rate US$ Rate US$ Rate
------------------------------------------------------------------------------------------------
Ghana Obuasi 4.3 3.0% 5.4 3.0% 6.2 3.0%
Ghana Ayanfuri 0.1 3.0% 0.3 3.0% 0.4 3.0%
Ghana Iduapriem 1.7 3.0% 1.4 3.0% 1.4 3.0%
Ghana Bibiani 2.1 3.0% 2.3 3.0% 2.2 3.0%
Guinea Siguiri 2.6 3.4% 2.9 3.4% 2.0 3.0%
Tanzania Geita 2.2 3.0% 1.4 3.0% -- --
------------------------------------------------------------------------------------------------
Total 13.0 13.7 12.2
------------------------------------------------------------------------------------------------
Stripping Ratios and Related Information
The following table presents strip ratios and related information for our open
pit mines:
Obuasi(*) Ayanfuri Iduapriem Bibiani Siguiri Geita
--------------------------------------------------------------------------------------------
1999 Strip ratio 7.1 1.2 2.6 4.1 0.5 n/a
Waste mined ('000 tonnes) 21,513 1,606 13,019 12,240 3,370 n/a
Ore grade (g/t) 3.03 1.33 1.15 3.65 1.86 n/a
Ore production ('000 tonnes) 3,035 1,293 5,901 3,014 6,832 n/a
--------------------------------------------------------------------------------------------
2000 Strip ratio 10.0 3.4 3.1 6.4 0.5 9.6
Waste mined ('000 tonnes) 8,907 2,988 14,954 15,223 5,333 11,852
Ore grade (g/t) 4.20 1.50 1.25 3.38 1.33 3.0
Ore production ('000 tonnes) 891 884 4,824 2,368 10,804 1,240
--------------------------------------------------------------------------------------------
2001 Strip ratio n/a 3.2 2.9 5.5 0.6 6.0
Waste mined ('000 tonnes) n/a 1,059 13,839 13,981 5,268 27,215
Ore grade (g/t) n/a 1.50 1.58 3.58 1.34 3.80
Ore production ('000 tonnes) n/a 332 4,852 2,560 8,517 4,522
--------------------------------------------------------------------------------------------
(*) Obuasi had both underground and open pit mining operations in 1999 and 2000.
Data relates to the open pit mining operations of Obuasi.
Each commercially mineable deposit has an overall design strip ratio based on
the economically optimized and fully engineered pit layout. The strip ratio
changes from period to period depending upon the configuration of the ore body,
mining and production considerations. It is usually necessary to mine at varying
strip ratios each year in order to excavate the tonnage of ore required to be
sent to the processing plant for that period.
Environmental Matters
General
Our processing activities involve the use of substances, and generate
by-products, which can be harmful to the environment. For example, cyanide is
used in the treatment processes.
Ghana
In 1999, the Environmental Assessment Regulations, LI 1652, were adopted in
Ghana to regulate environmental matters. These include the issue of an
environmental permit or environmental certificate and submission of reports in
respect of ongoing or proposed mining or related activities. Violations are
punishable
110
upon summary conviction by a fine or imprisonment not exceeding one year and a
daily fine for continuing violations
Environmental Permit and Report
Under the Instrument no mining operation or other activity likely to affect the
environment or public health adversely may be undertaken without a permit. An
existing mining operation must similarly obtain a permit upon notification by
the Environmental Protection Agency, or EPA, that its activity has or is likely
to have such effect. Upon receipt of an application the EPA will conduct an
initial screening and inform the applicant within 25 days of the grant or
refusal of the application or the need for the applicant to submit an
environmental impact statement or a preliminary environmental report for
consideration. Where the application is refused the activity shall not be
commenced or continued, subject to the period of public hearing or the time for
the submission of a Statement or where only a preliminary environmental report
is required by the Agency. A holder of a permit is required to submit an
environmental report covering each 12 months' operation.
Public Hearing
The Instrument provides for a public hearing of an application for a permit in
respect of an undertaking that has generated adverse public reaction or the
undertaking is likely to result in the settlement, or dislocation of a community
or otherwise have extensive and far reaching effect on the environment.
Validity of Permit
A permit is valid for 18 months from the date of issue after which it shall
become invalidated unless the applicant commences operations within the period
or applies for renewal.
Environmental Certificate and Management Plan
Within 24 months of commencement of business of an undertaking for which an
environmental impact statement or a preliminary environmental report is
approved, the person responsible for such undertaking shall obtain a
Certificate. An environmental management plan of operations must also be
submitted within 18 months of commencement of operations and every three years
thereafter in respect of existing or proposed undertakings.
Reclamation Bond
Where the EPA requires an undertaking to submit a reclamation plan for approval,
such undertaking shall post a reclamation bond in the way of a cash deposit in
support of the approved reclamation work plan. Pursuant to an agreement reached
with the Ghanaian EPA, we have posted cash deposits of US$0.3 million to date
and have undertaken to place additional deposits of US$0.8 million by December
31, 2002.
Withdrawal of Permits and Certificates
The EPA is empowered to suspend, revoke or cancel a permit or certificate where
the holder defaults in obtaining the required authorization for the undertaking
or violates any provision in the Instrument or any other environmental
regulation or defaults in prompt payment of a required fee; or violates a
condition imposed in a permit or certificate or defaults in the mitigation
commitments in his report or management plan. Additionally the EPA may suspend
and modify a permit or certificate where a fundamental change in the environment
occurs during the implementation of such a permit or certificate.
Grievance Procedure
A person aggrieved by a decision or act of the Agency may file a complaint with
the Minister of Environment, Science and Technology within 30 days in the
specified form. Within 14 days of receipt of the complaint, the Minister shall
refer the complaint to a five-member board of inquiry. The board is required to
give a fair hearing and determine the matter within 60 days. It may alter the
decision in issue or request the EPA to determine the application, if applicable
within a specified period or give such direction as it deems just.
111
Codes of Practice, Standard and Guidelines
The EPA may publish codes of practice, standards and guidelines for any matter
contained in the Instrument or relating to the protection, development and
rehabilitation of the environment.
Environmental Operations
We believe that we are in material compliance with applicable environmental
regulations in the jurisdictions in which we operate mines. Compliance with
these regulations in recent years has not had, and is not currently expected to
have, a material impact on our operations or capital expenditures.
Full time environmental officers are located at each of our mines. These
officers conduct regular environmental audits, training of site personnel and
the compilation of environmental impact assessments and action plans.
In 2001, integrated NOSA audits, which now include environmental monitoring as
well as the previous health and safety inspections, were undertaken at all of
our mines.
Implementation of the Ayanfuri mine closure plans commenced in 2001. The major
components of the rehabilitation program were prioritized, allocated, costed and
scheduled.
At Obuasi, a new system of cyanide detoxification was successfully installed and
tested in 2001 and it is planned to expand the capacity of the system in 2002.
Also, residual arsenic previously recovered is now being disposed of through the
BIOX'r' plant where it is re-dissolved and converted into ferric arsenite which
is stable and can be safely disposed of into the tailings dam.
In 2000 and 2001, we participated in the drafting and submission of proposed
guidelines for mining in forest reserve areas in Ghana to the relevant
government authorities for review.
Employees
At the end of each of the past three years, the breakdown of our employees by
main categories of activity was as follows:
Category of Activity December 31, 1999 December 31, 2000 December 31, 2001
----------------------------------------------------------------------------------------------
Mining and related engineering 5,952 5,937 5,905
Processing and related engineering 1,724 1,715 1,647
Management and technical 332 309 306
Exploration 176 157 138
Administration 1,975 1,701 1,924
The "Administration" category in the table above includes environmental,
finance, human resources, purchasing, stores, general administration and mine
village services departments.
In the table above, the Geita joint venture employees are not included in the
breakdowns for dates after December 31, 2000.
Compliance with Environmental Regulations
We have obtained environmental permits for all our operating mines and are in
compliance with these permits. We are not a party to any litigation or
administrative proceedings instituted by the EPA of Ghana or equivalent agencies
in Guinea, Tanzania or Zimbabwe, nor have any such actions by these bodies been
threatened in respect of breaches of environmental compliance or requirements.
Property, plants and equipment
Obuasi. Obuasi mine covers a strike length of 8 kilometers over which surface
mining activities have been extensive and the underground has been worked to
depths of up to 1500 meters below surface. The concession covers an area of 632
square kilometers inclusive of 114 square kilometers at Homase. At present
almost all surface mining activities on the Obuasi mining concession have been
shut down. Currently there are two active processing plants, the STP, a BIOX'r'
plant for processing sulfide ore in the south and the TTP,
112
a tailing reprocessing plant in the north. There are currently three major
active tailings dams: the Sansu dam in the south and the Pompora and Korkoteasua
dams in the north.
Iduapriem/Teberebie. The Iduapriem and Teberebie properties have a combined
total of 110 square kilometers. The Iduapriem mine has five open pits and the
Teberebie mine two. There are three processing facilities: the CIL plant, and a
heap leach plant at Iduapriem and a heap leach plant at Teberebie.
Bibiani. The Bibiani property has a total lease area of 49 square kilometers.
The mine is an open pit operation constructed on top of an old underground mine
which was worked until closure in 1966. The processing plant is CIL plant.
Siguiri. The Siguiri mine has a concession of 1,495 square kilometers. There are
multiple open pits on the property. The processing is currently being carried
out using heap leach technology.
Freda-Rebecca. The Freda-Rebecca mine has a concession of 16 square kilometers.
The operation is an underground operation with a CIP processing plant and a
tailings dam. Recent exploration has led to the discovery of satellite
mineralization on the RAN property.
Geita. The Geita mine has a total lease area of 373 square kilometers in which
there is a special mining license of 114 square kilometers. The mine is a
multiple open pit operation constructed on top of an old underground mine which
was worked until the late 1960s. Open pit mining and gold production restarted
in 2000 with the commissioning of the new Geita mine complex consisting of a
mine, a township and a processing plant and associated service infrastructure.
The processing plant is a CIL facility. There is a major tailings dam located
approximately northeast of the main open pit, Nyankanga.
Legal Proceedings
Save as disclosed below, we have not been involved in any legal or arbitration
proceedings, nor, so far as our directors are aware, are there any such
proceedings pending or threatened involving us or any member of our group, which
may have or have had in the previous 12 months, a significant effect on us or
our group's financial position.
US Class Action
Ashanti, Sam Jonah, and Mark Keatley (our former Chief Financial Officer) have
been named as defendants in a consolidated class action under the United States
federal securities laws in the United States District Court for the Eastern
District of New York alleging nondisclosures and misstatements concerning our
hedging position and program. The plaintiffs contend that Ashanti's and
individual defendants' actions violated Sections 10(b) and 20(a) of the
Securities Exchange Act of 1934 and Rule 10b-5 promulgated under that Act. Two
of the proposed class actions that were consolidated purported to be brought on
behalf of investors who purchased our shares during the period July 28, 1999
through October 5, 1999, the 1999 Class Period, while the third purported to be
brought on behalf of investors who purchased our shares during the period April
21, 1997 through October 5, 1999, the 1997-1999 Class Period. The plaintiffs
seek unspecified damages, attorneys' and experts' fees and other relief.
The three actions were consolidated for all purposes by the Court and the court
appointed lead plaintiffs and lead counsel under the US Private Securities
Litigation Reform Act of 1995. A consolidated amended class action complaint was
filed on October 27, 2000. Pursuant to a Stipulation and Order signed by the
Court, the claims in the 1997-1999 Class Period have been stayed.
We are vigorously defending the claims and moved to dismiss the consolidated
amended class action complaint. In a decision dated February 13, 2002, the Court
granted in part and denied in part that motion. Following that decision, the
plaintiffs filed a second consolidated amended class action complaint, which we
answered and discovery has recently commenced. The Court has ordered that
witness depositions be taken by both sides by the end of January 2003 and had
directed the plaintiffs to provide us with an initial settlement offer. Although
we cannot make any assurances regarding the ultimate outcome of this litigation,
we believe that the outcome will have no material adverse affect on our
financial position.
113
Kimin
A number of expatriate employees instituted an action against Kilo-Moto Mining
Company, a subsidiary of ours, and against us in the Brussels Labor Court for
arrears of salary, severance payments and payment in lieu of holiday. On
November 16, 1999, the Brussels Labor Court upheld the claims of four of the
ex-employees against Kimin for arrears of salary incurred up to October 1, 1997.
The Brussels Labor Court also held that we were jointly and severally held
liable with Kimin for the claimants' salaries and severance payments as from
October 1, 1997. Kimin and we appealed against the judgment. In October 2000,
the plaintiffs unsuccessfully instituted proceedings in Kinshasa, to enforce the
provisional judgment against Kimin in the Democratic Republic of Congo. The
Brussels Labor Court of Appeal issued its judgment on March 13, 2002. The Court
awarded a total sum of 1,501,870.34 euros (approximately US$1.35 million) plus
7% interest, in favor of the affected ex-employees as against the total amount
claimed by them of US$2.2 million plus interest.
Our liability for a further claim for payment in lieu of holiday was to be
decided later this year. However, in July 2002, we and Kimin fully and finally
settled the claims of the four ex-employees for a total sum of 2.1 million
Euros. In addition, the settlement has effectively terminated the two
unadjudicated claims of the ex-employees and has also rendered the judgements of
the Brussels Labour Court and the Brussels Labour Court of Appeal dated 15
November 1999 and 13 March 2002 respectively void and of no legal effect. Other
claims have been made against us and Kimin by several other ex-employees,
consultants and third party creditors. We are currently evaluating these claims.
Based on information currently available to us, we believe that this potential
liability has been reasonably provided for in our financial statements.
114
GLOSSARY OF DEFINED TERMS
BIOX'r' Gencor's registered name for its bio-oxidation leaching process.
bio-oxidation The use of bacterial activity to oxidize sulphide minerals.
carbon-in-leach (CIL) process A modification of CIP whereby carbon is added
directly into the slurry during leaching as opposed to CIP where carbon is added
after leaching is complete.
carbon-in-pulp (CIP) process A process used to recover dissolved gold from a
cyanide leach slurry. Coarse activated carbon particles are moved
counter-current to the slurry, absorbing the gold as it passes through the
circuit. Loaded carbon is removed from the slurry by screening. The gold is
recovered from the loaded carbon by stripping in a caustic cyanide solution
followed by electrolysis or by zinc precipitation.
cash operating cost A measure of the average cost of producing an ounce of gold,
calculated by dividing the total working costs in a period by the total gold
production over the same period. Working costs represent total operating costs
less royalties and depreciation and are before corporate administration and
exploration costs.
committed ounces With regard to hedging, committed ounces represent future
obligations of the Company to deliver gold at a pre-agreed maximum price. This
includes obligations arising from sold call options and forward contracts. Sold
call options are netted against bought call options in calculating committed
ounces. Committed ounces therefore totals net call options and forward sales.
cyanide leaching The extraction of a precious metal from an ore by its
dissolution in a cyanide solution.
decline An inclined underground access way.
delta Delta is the change in the price of a derivative instrument as the price
of the underlying asset changes. Delta can practically be interpreted as the
amount of gold that would need to be bought (negative delta) or sold (positive
delta) in order to neutralize the change in the marked-to-market value of the
hedge book for a small change in the price of gold; this number can be used to
calculate the approximate change in the marked-to-market price of the hedge book
for a given change in the price of gold (assuming no other changes in the other
factors, such as volatility, lease and interest rates, that influence the
marked-to-market value of the hedge book).
diamond drilling or core drilling A drilling method, where the rock is cut with
a diamond bit to produce a core sample of rock.
dilution Rock that is of necessity moved along with ore in the mining process,
consequently lowering the grade of the ore.
electrowinning The process of depositing metals present in solution onto a
cathode by application of a direct electric current.
feasibility study A detailed technical and economic analysis of the viability of
a project covering all aspects from geology, environmental and legal matters to
mining, processing and operations.
forward sales The sale of a commodity for delivery at a specified future date
and price.
geochemical sampling Samples of soils, stream sediments or rock chips taken to
determine the quantities of trace and minor elements.
gold lease rate swaps A gold lease rate swap is a contract whereby a company and
its counterparty select a notional amount of gold, and thereafter over the life
of the contract one party pays a fixed gold lease rate based upon that amount of
gold and the other party pays a floating gold lease rate based on the same
amount of gold. The Gold Lease Rate is the deposit or borrowing rate for gold.
gold rho Gold rho is the change in the price of a gold derivative instrument as
the gold interest rate changes.
gold vega Gold vega is the change in the price of a volatility based derivative
instrument as the volatility of gold changes.
grade The relative quality or percentage of ore metal content.
115
heap leaching A low-cost technique for extracting metals from ore by percolating
leaching solutions through heaps of ore placed on impervious pads. Generally
used on low-grade ores.
igneous Rocks formed by the solidification of molten material from deep below
the Earth's surface.
laterite Residual soil found in tropical countries out of which silica has been
leached.
marked-to-market The marked-to-market value of a hedge portfolio is the
estimated value of the hedge portfolio at a specific point in time. The
calculation of the marked-to-market value involves the present value of cash
flows and valuations of all instruments in the hedge portfolio at the current
relevant market rates. Marked-to-market values vary according to the market
rates and valuation model used in the calculation. Marked-to-market value is
influenced by market rate assumptions.
milling/mill The commination of the ore, although the term has come to cover the
broad range of machinery inside the treatment plant where the gold is separated
from the ore.
mineralized zone Any mass of host rock which contains minerals, at
least one of which has commercial value occur.
mtpa Million tonnes per annum.
open pit/open cut Surface mining in which the ore is extracted from a pit. The
geometry of the pit may vary with the characteristics of the orebody.
ore Material that contains one or more minerals, at least one of which has
commercial value and which can be recovered at a profit.
orebody A continuous well defined mass of material of sufficient ore content to
make extraction economically feasible.
oxide That portion of a mineral deposit within which sulphide minerals have been
oxidized, usually by surface weathering processes.
plunge The virtual angle a linear geological feature makes with the horizontal
plane.
pre-stripping Removal of overburden in advance of beginning operations to remove
ore in an open pit operation.
probable ore reserve Reserves for which quantity and grade and/or quality are
computed from information similar to that used for proven (measured) reserves,
but the sites for inspection, sampling, and measurement are farther apart or are
otherwise less adequately spaced. The degree of assurance, although lower than
that for proven (measured) reserves, is high enough to assume continuity between
points of observation.
prospect A mineral deposit with insufficient data available on the
mineralization to determine if it is economically recoverable, but warranting
further investigation.
prospecting license An area for which permission to explore has been granted.
protected ounces With regard to hedging protected ounces represent future sales
of gold for which the future price has either been fixed with a forward contract
or where a company has ensured a minimum sales price through its net bought
option position. The net bought put option position is the net of purchased put
options and sold put options. Protected ounces therefore totals net bought put
options combined with forward sales.
proven ore reserve Reserves for which (a) quantity is computed from dimensions
revealed in outcrops, trenches, workings or drill holes; grade and/or quality
are computed from the results of detailed sampling and (b) the sites for
inspection, sampling and measurement are spaced so closely and the geologic
character is so well defined that size shape, depth and mineral content of
reserves are well-established.
reclamation The process by which lands disturbed as a result of mining activity
are reclaimed back to a beneficial land use.
recovery A term used to indicate the proportion of valuable material obtained
during the mining or processing of an ore. The recovery is generally expressed
as a percentage of the material recovered compared to the total material
present.
116
SAG Semi-autogenous grinding
saprolite Soft partially decomposed rock rich in clay and remaining in its
original place.
sedimentary Secondary rock formed from materials derived from other rocks and
laid down under water. Examples are limestone, shale and sandstone.
spot price The current price of a metal for immediate delivery.
stope The underground excavation from which ore is extracted.
strike length Horizontal distance along the direction that a structural surface
takes as it intersects the horizontal.
stripping The process of removing overburden to expose ore.
strip ratio The ratio of overburden and segregable waste to ore in an open pit
operation.
sulphide A mineral characterized by the linkages of sulfur with a metal or
semi-metal, like iron sulphide. Also a zone in which sulphide minerals occur.
tailings The waste material from ore after the economically recoverable metals
or minerals have been extracted. Changes in the metal prices and improvements in
technology can sometimes make the tailings economic to reprocess at a later
date.
theta The change in the marked-to-market value of a derivative based investment
or hedge book as a result of a one day passage of time, with all other market
factors remaining the same.
transaction risk The risk of an increase or decrease in price or cash flows
relating to a particular asset, liability, or committed or anticipated
transaction. Transaction risk is reduced by a hedging transaction if an
instrument used is expected to offset the risk of such increase or decrease on
the hedged item, regardless of the impact on the enterprise as a whole.
trenching Making elongated surface excavations for the purposes of mapping and
sampling.
US rho US rho is the change in the price of a derivative instrument as the US
interest rate.
waste Rock lacking sufficient grade and/or other characteristics of ore to be
economic.
Metric Conversion
1 tonne = 1 t = 1.10231 tons
1 gramme = 1 g = 0.03215 ounces
1 gramme per tonne = 1 g/t = 0.02917 ounces per ton
1 hectare = 1 ha = 2.47105 acres
1 kilometer = 1 km = 0.621371 miles
1 meter = 1 m = 3.28084 feet
Tons are short tons of 2,000 pounds
All ounces are troy ounces
117
PRINCIPAL SHAREHOLDERS
As of November 15, 2002, our issued capital consisted of 126,893,915 ordinary
shares and one special rights redeemable preference share or golden share.
Lonmin is the beneficial owner of 28.4% of our outstanding ordinary shares and
the Government of Ghana owns 17.3% of our outstanding ordinary shares. The
Government of Ghana has been issued with the golden share entitling it to the
following rights which no other shareholder possesses:
o The holder is entitled to receive notice of and to attend and speak at any
general meeting of the members or at any separate meeting of the holders of
any class of shares, although without the right to vote the "golden share".
o The golden share may only be issued to, held by or transferred to a
Minister of the Government of Ghana or any person acting on behalf of the
Government and authorized in writing by such Minister.
o On a return of assets in a winding-up or liquidation of us, the holder of
the golden share is entitled to the sum of one thousand cedis in priority
to any payment to other members, but the golden share confers no further
right to participate in our profits or assets. The golden share has no
right to dividend and no right to participate in any offer of securities to
existing shareholders or in any capitalization issue.
o The holder of the golden share may require us to redeem it at any time in
consideration of the payment of one thousand cedis. The golden share is not
redeemable at our option.
o Each of the following matters are accordingly only effective upon the
written consent of the holder of the golden share:
(i) any amendment to or removal of the rights of the golden
share,
(ii) a voluntary winding-up or voluntary liquidation of us,
(iii) the redemption of or purchase by us of the golden share,
(iv) the disposal of any mining lease held by us or any
subsidiary, and
(v) any disposal (other than a disposal in the ordinary course
of the business) which, alone or when aggregated with any
other disposal or disposals forming part of, or connected
with, the same or a connected transaction, constitutes a
disposal of the whole or a material part of our assets taken
as a whole.
Additionally, pursuant to the Mining Law, the Ghanaian Minister of Mines has the
power to object to a person becoming or remaining a "shareholder controller", a
"majority shareholder controller" or an "indirect controller" of us.
Based on information available to us, on November 15, 2002, there were 51 record
holders of our ordinary shares in the United States, who held approximately 0.6%
of our ordinary shares then issued and outstanding.
The following sets forth information regarding the beneficial ownership of our
ordinary shares as of November 15, 2002, by:
o any person whom the directors are aware as at November 15, 2002, who is
interested directly or indirectly in 3% or more of our ordinary shares;
o each of our directors; and
o all of our executive officers and directors as a group.
Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission, or SEC, and generally includes voting or
investment power with respect to securities. Ordinary shares issuable pursuant
to the exercise of options, to the extent the options are currently exercisable
or are exercisable within 60 days of November 15, 2002, are treated as
outstanding for computing the percentage of the person holding these securities
but are not treated as outstanding for computing the percentage of any other
person. Unless otherwise noted, each person or group identified possesses sole
voting and investment power with respect to the shares, subject to community
property laws where applicable.
118
Unless otherwise indicated, the address of each of the parties listed in the
table below is our registered office which is Gold House, Patrice Lumumba Road,
Roman Ridge, P.O. Box 2665, Accra, Ghana.
Shares Owned Prior to the Offering Shares Owned After the Offering
---------------------------------- -------------------------------
Holder Number Percent Number Percent
------------------------------------ ---------- ------- ------ -------
Sam Esson Jonah * *
Srinivasan Venkatakrishnan * *
Michael Ernest Beckett * *
Merene Botsio-Phillips * *
Eleanor Darkwa Ofori Atta * *
Trevor Stanley Schultz * *
Theophilus Ernest Anin * *
The Rt. Hon. The Baroness Chalker of
Wallasey PC * *
Dr. Chester Arthur Crocker * *
Thomas Richard Gibian * *
Gordon Edward Haslam * *
Dr. Michael Peter Martineau * *
Nicholas Jeremy Morrell * *
Lonmin plc
4 Grosvenor Place
London SW1X 7YL 36,000,000 28.4
Government of Ghana
Room 403, Ministry of Finance
Accra, Ghana 21,978,104 17.3
M&G Investment Managers
Laurence Pountney Hill
London EC4R 0MM 10,270,760 8.1
Genesis Asset Managers Limited
21 Knightsbridge
London SW1X 7LY 8,878,164 7.0
All directors and executive officers * *
* = less than 1%
The "Shares Owned After the Offering" column in the table above assumes that
there is full take up in the rights issue, (other than by Lonmin and the
Government of Ghana as to % of their rights) and that all US$75.0 million of
the MENs convert into ordinary shares and are held by Lonmin.
BNY (Nominees) Limited is the registered holder of 60,988,143 of our ordinary
shares in their capacity as depositary under our GDR program. Capita IRG
Trustees Limited is the registered holder of 61,777,039 of our ordinary shares
in its capacity as trustee under our Ashanti Depositary Interest program.
Neither of these parties fulfil the SEC's requirements for "beneficial
ownership" as they do not hold voting or investment power with respect to the
relevant shares.
Save for the interests set out above, our directors are not aware of any person
who, as at November 15, 2002, and immediately following the completion of the
rights issue, will be interested directly or indirectly in 3% or more of our
issued share capital.
Lonmin is not a controlling shareholder of ours for the purposes of the UK
Listing Rules. If, however, (i) there was no exercise of rights by our
shareholders under this rights issue; and (ii) all $75.0 million of MENs were
exchanged for our ordinary shares and held by Lonmin; and (iii) all the put
options currently outstanding and granted by Lonmin to certain of our
warrantholders were exercised, then Lonmin would hold approximately 39.0% of our
ordinary shares. We are capable of carrying on our business independently of
Lonmin and have no relationship with Lonmin other than in respect of the
Replacement Technical Services Agreement and the MENs. All transactions and
relationships between Lonmin and us are, and will be, conducted on arm's length
terms and on a normal commercial basis.
119
MANAGEMENT
Directors and Senior Management
The minimum number of directors is three and there is no maximum. The Companies
Code of Ghana requires that at least one director is at all times present in
Ghana. A director may hold any office or position (except that of auditor) in
conjunction with his or her office of director, for any period, any compensation
and otherwise as approved by the Board.
Our charter documents provide that directors may be appointed by ordinary
resolution of shareholders or by the Board. At each annual general meeting of
our shareholders, as near as possible to one-third of the directors will retire
by rotation and be eligible for re-election. The directors to retire will be
those who have been longest in office since their last election, but as between
those who have been in office for an equal length of time, those to retire shall
(unless they otherwise agree) be determined by lot. If appointed by the Board, a
director holds office only until the next annual general meeting and is not
taken into account in determining the directors who are to retire by rotation.
Any director appointed to the office of managing director shall not, however,
while holding that office, be subject to retirement by rotation or be taken into
account in determining the rotation of retirement of directors.
A director may be removed by ordinary resolution of our shareholders before the
expiration of his period of office, but without prejudice to any claim which
such director might have for damages or compensation for breach of any service
agreement between him and us.
The business address of each of our directors and officers is our registered
office which is Gold House, Patrice Lumumba Road, Roman Ridge, P.O. Box 2665,
Accra, Ghana.
Directors
Sam Esson Jonah (age 52). Mr. Jonah is our Chief Executive and Group Managing
Director. He joined us in 1969 and was appointed Managing Director in 1986. He
is a director of Lonmin Plc and Commonwealth Africa Investment Fund Limited and
is also Chancellor of the University of Cape Coast, Ghana. He is a member of the
UN Global Compact on Governance, and is also a Member of the Advisory Committee,
Termite Fund. Mr. Jonah is also a Member of the International Investment
Advisory Council of the President of South Africa.
Merene Botsio-Phillips (age 45).Mrs. Botsio-Phillips is our General Counsel. She
joined us in 1995 and was appointed to the Board in October 1996. Prior to
joining us, she was director of Legal Services and Company Secretary of Ghana
Airways Limited. She is a member of the board of The Air Transport Licensing
Authority of Ghana.
Eleanor Darkwa Ofori Atta (age 58). Mrs. Ofori Atta was appointed to the Board
in March 1994. She is our Executive Director responsible for Corporate Relations
including corporate services and human resources. She joined us in 1977.
Trevor Stanley Schultz (age 60). Mr. Schultz joined the Board in October 1996
and is our Chief Operating Officer. He was formerly Senior Vice President and
Chief Operating Officer of Pegasus Gold, and also held senior positions at BHP
Minerals.
Srinivasan Venkatakrishnan (age 37). Mr. Venkatakrishnan is our Chief Financial
Officer. He joined the Board in July 2000 from Deloitte & Touche in the United
Kingdom, where he was employed as a director in the Re-organization Services
Division.
Non-executive Directors
Michael Ernest Beckett (age 65). Mr. Beckett has been non-executive Chairman of
the Board since June 1, 2001. He joined the Board in March 1994. Formerly
managing director of Consolidated Gold Fields, and a director of Gold Fields of
South Africa and Renison Gold Fields in Australia. He is Chairman of Clarkson
PLC and Watts Blake Bearne and Company P.L.C. and a director of other public
companies.
Theophilus Ernest Anin (age 69). Mr. Anin joined our Board in July 2001. He is a
professional banker and solicitor with over 30 years' experience in banking,
financial management, and consulting in the public and private sectors. He is
also a director of the Bank of Ghana.
120
The Rt. Hon. The Baroness Chalker of Wallasey PC (age 60). Baroness Chalker
joined our Board in March 2000. Baroness Chalker is an advisory director of
Unilever PLC & NV, non-executive director and President of The South African
Business Initiative, President and Chairman of the Boards of Management of the
British Executive Service Overseas and the London School of Hygiene and Tropical
Medicine, and a director of other public companies.
Dr. Chester Arthur Crocker (age 61). Dr. Crocker joined our Board in February
2000. Dr. Crocker is a professor of strategic studies at Georgetown University's
School of Foreign Service. He is also the Chairman of the Board of the United
States Institute of Peace and adviser on strategy and negotiations to a number
of US and European companies. He served as a US Assistant Secretary of State for
African Affairs between 1981 and 1989.
Thomas Richard Gibian (age 48). Mr. Gibian joined our Board in March 2000. He is
Managing Director of Emerging Markets Partnership and Chief Operating Officer of
AIG, African Infrastructure Fund. He is also a director of InterWave
Communications.
Gordon Edward Haslam (age 57). Mr. Haslam was appointed to our Board in March
2002. Mr Haslam is a director and Chief Executive of Lonmin plc and a director
of other public companies.
Dr. Michael Peter Martineau (age 57). Dr. Martineau joined our Board in February
2000. He is the Executive Deputy Chairman of Eurasia Mining plc. He has served
as a director of several mining and exploration companies in Africa, Australia,
Canada and the United Kingdom, including Cluff Resources Plc and SAMAX Resources
Limited.
Nicholas Jeremy Morrell (age 54). Mr. Morrell joined the Board in February 1997.
He was a former director and Chief Executive of Lonmin plc.
Other and former directorships of our directors
The following table shows, in respect of each of our directors, the names of all
companies and partnerships outside of our group of which he or she has, at any
time in the five years prior to the date of this prospectus, been a director or
partner, as appropriate (excluding subsidiaries of any such companies):
Director Company Name Status
-------------------------- -------------------------------------------------------- ---------
Michael Beckett Clarkson PLC Current
Watts Blake Bearne and Company P.L.C. Current
Oxus Resources Corporation Current
London Clubs International plc Current
BPB Public Limited Company Current
Queens Moat Houses plc Current
F & C Income Growth Investment Trust plc Current
Egypt Trust Limited Current
Northam Platinum Ltd Current
Orica Ltd Current
Endeavour Financial Corporation Current
Learning Technology Plc Resigned
Greycoat Limited Resigned
British Borneo Oil & Gas plc Resigned
Viglen Technology plc Resigned
Costain Group PLC Resigned
Monarch Resources Ltd Resigned
North Limited Resigned
------------------------------------------------------------------------------------------------------
Theophilus Anin Bank of Ghana Current
------------------------------------------------------------------------------------------------------
Merene Botsio-Phillips Ghana Airways Limited Resigned
------------------------------------------------------------------------------------------------------
The Rt. Hon. The Baroness
Chalker of Wallasey PC Africa Matters Limited Current
Group Five (Pty) Limited Current
DCI Limited Current
Freeplay Foundation Current
Freeplay Energy P.L.C. Current
London School of Hygiene and Tropical Medicine Current
The South African Business Initiative Current
121
Director Company Name Status
-------------------------- -------------------------------------------------------- --------
African Medical And Research Foundation (United Kingdom) Current
Landell Mills Limited Current
Ditchley Foundation (The) Current
British Executive Service Overseas Current
Capital Shopping Centres Plc Resigned
------------------------------------------------------------------------------------------------------
Dr Chester Crocker ASA Limited Current
US Institute of Peace Current
Crocker Group Current
First Africa Holding Limited Current
Minorco SA Resigned
------------------------------------------------------------------------------------------------------
Thomas Gibian Interwave Communications Current
------------------------------------------------------------------------------------------------------
Gordon Edward Haslam Lonmin Plc Current
International Platinum Association Current
Furuya Metals Company Limited Current
------------------------------------------------------------------------------------------------------
Sam Jonah Lonmin Plc Current
Commonwealth Africa Investment Fund Limited Current
African Banking Corporation Current
Ecobank Transnational Incorporated Resigned
Ghana Airways Limited Resigned
First Atlantic Bank Resigned
Metropolitan Insurance Company Ltd Resigned
African Selection Mining Corporation Resigned
New African Investment Limited Resigned
------------------------------------------------------------------------------------------------------
Dr Michael Martineau Carpathian Gold Limited Current
Eurasia Mining plc Current
Axmin Inc. Current
Angus and Ross plc Current
Adryx Mining & Metals Limited Resigned
SAMAX Gold Inc Resigned
Rayrock Resources Inc. Resigned
------------------------------------------------------------------------------------------------------
Nicholas Morrell Lonmin plc Resigned
------------------------------------------------------------------------------------------------------
Eleanor Ofori Atta Nil Nil
------------------------------------------------------------------------------------------------------
Trevor Schultz Diamond Fields International Limited Current
BHP Minerals International Resigned
Autex Resigned
Newcrest Mining Limited Resigned
------------------------------------------------------------------------------------------------------
Srinivasan Venkatakrishnan Nil Nil
======================================================================================================
None of our directors has:
o any unspent convictions in relation to indictable offences;
o been declared bankrupt or has entered into any individual voluntary
arrangement;
o been a director with an executive function of any company at the time of or
within the 12 month period preceding any receivership, compulsory
liquidation, creditors' voluntary liquidation, administration, company
voluntary arrangement or any composition or arrangement with such company's
creditors generally or any class of creditors of such company;
o been a partner of any partnership at the time of or within the 12 month
period preceding any compulsory liquidation, administration or partnership
voluntary arrangement of such partnership;
o held assets which have been the subject of a receivership;
o been a partner of any partnership at the time of or within the 12 month
period preceding any receivership of the assets of such partnership;
o been publicly criticized by any statutory or regulatory authorities
(including recognized professional bodies); or
122
o been disqualified by a court from acting as a director of any company or
from acting in the management or conduct of the affairs of any company.
Officers
Ernest Abankroh (age 41). Mr. Abankroh is our Company Secretary. He joined us in
1989 and was appointed Company Secretary in May 1999, having previously served
as Assistant Company Secretary from December 1996 and in various roles within
our accounts department. He holds a Bachelor of Commerce (Hons) degree and a
Diploma in Education from the University of Cape Coast and is a Fellow of the
Institute of Chartered Secretaries and Administrators (UK).
Martin Awuku Ahorney (age 43). Mr. Ahorney is our Controller-Group Budget &
Planning. He joined the Company in 1987 and was appointed to his present
position in July 2000, having previously worked in other key positions within
our finance department. Before joining us, Mr. Ahorney worked with Ghana
Consolidated Diamonds Limited and Ayew Agyemang and Co., Chartered Accountants.
He has an MBA from the University of the Witwatersrand (RSA), and a BSc (Hons)
degree in Mineral Processing from Camborne School of Mines (UK) and is a member
of the UK Chartered Institute of Management Accountants.
Kwaku Akosah-Bempah (age 42). Mr. Akosah-Bempah is General Manager, Corporate
Finance. Prior to assuming his current position in 2001 he was Finance Director
of Freda-Rebecca mine in Zimbabwe, having previously held several senior roles
within the Finance Department of the Obuasi mine and Corporate Head Office. He
holds a Bachelor of Commerce (Hons) Degree and a Diploma in Education from the
University of Cape Coast, Ghana and an MBA from the Columbia Business School,
USA. He is also a Chartered Accountant and a member of the Institute of
Taxation, Ghana.
James Kwamena Anaman (age 55). Mr. Anaman is our Managing Director, Public
Affairs with responsibility for investor, government and public relations
matters. Prior to joining us in 1994, he was the Minister-Counsellor for
Information at the Ghana High Commission in London. A graduate of the University
of Ghana, he has also served as a press secretary to the Head of State from 1975
to 1979. He is currently the president of the Ghana Chamber of Mines and a
member of both the Investor Relations Society in the UK and the Institute of
Public Relations in Ghana.
Mark Arnesen (age 42). Mr. Arnesen is Managing Director, International Treasury.
He joined us in January 2000. Prior to joining us, he was Corporate Treasurer of
Billiton Plc. He has over 17 years' experience in financial management, of which
11 years were spent in treasury and corporate financing with the Gencor and
Billiton groups. He is a member of the South African Institute of Chartered
Accountants. He also holds a Bachelor of Commerce and Bachelor of Accounting
degree from the University of the Witwatersrand.
Kweku Awotwi (age 42). Mr. Awotwi is Managing Director of Strategic Planning and
New Business Development. Before joining us, he was Manager of Business Planning
and Analysis for Kaiser Aluminium & Chemical Corporation in Pleasanton,
California, where he worked for eight years. He trained as an electrical
engineer and has worked for GE/RCA as well as ITT, both in the USA. He has a BSc
degree from Yale University and an MBA from Stanford's Graduate School of
Business.
Peter Cowley (age 55). Mr. Cowley is Managing Director of Ashanti Exploration
and has over 30 years of experience in precious and base metals exploration,
development and production, mainly in Africa. He joined us in 1996 from Cluff
Resources where he was Group Technical Director for seven years. His previous
experience includes positions with Exxon Minerals Company and Anglo American
Corporation. He holds an MSc degree from the Royal School of Mines and an MBA
degree from the Strathclyde Business School. He is also a Fellow of the
Institute of Materials, Minerals and Mining.
Alex Darko (age 49). Mr. Darko is Managing Director of Group Information &
Telecommunications. He joined us in November 1996 from Dun & Bradstreet, the
business information group, where he held a number of finance positions
including Director, European Accounting and Re-engineering. He holds an MSc
degree in Management Information Systems and is a Fellow of the UK Association
of Chartered and Certified Accountants.
Rolin P. Erickson (age 47). Mr Erickson is Managing Director of Societe Ashanti
Goldfields de Guinee. He joined us in 2002 following a successful career in the
USA. He has experience of deep underground mining,
123
large scale heap leaching, milling and owner mining. He received a bachelor's
degree in Mining Engineering in 1985 from the Montana College of Mineral
Sciences and Technology and has supplemented this degree with advanced courses
in mining and finance.
Brent Horochuk (age 41). Mr. Horochuk is the Managing Director of the Bibiani
mine having previously been Managing Director of the Iduapriem/Teberebie
operations. He joined us in March 1995 and has held various mining positions in
Obuasi and Zimbabwe and was General Manager for the Iduapriem mine. He holds a
BSc in Mining Engineering and a Tech Diploma in Mining Engineering.
Abel Ntini (age 44). Mr. Ntini is the Managing Director of Ashanti Goldfields
(Zimbabwe) Limited. He joined us in 1998. He was previously Vermiculite
Operations Manager with Palabora Mining Company based in South Africa. He has a
degree in Mining Engineering from the Imperial College of Science and Technology
in London.
Daniel Monney Akwafo Owiredu (age 44). Mr. Owiredu is the managing director of
the Obuasi mine. He was previously managing director of the Bibiani mine which
he managed as a project prior to its commissioning. He has over 17 years of
service with us and was appointed to his present position in 2002. He had
previously served as Chief Engineer for underground mining operations at the
Obuasi mine, and was instrumental in the setting up of the Company's BIOX'r'
plant from inception to commissioning. Prior to his current appointment, he was
managing director of Societe Ashanti Goldfields de Guine. He holds a BSc degree
in Mechanical Engineering from the Kwame Nkrumah University of Science &
Technology, Kumasi and an MBA degree from Strathclyde Business School in
Scotland, UK.
George Potter (age 45). Mr. Potter is the Managing Director, Group Metallurgy.
He joined us in 1994 as Metallurgical Superintendent at the PTP, Obuasi. He has
acted as Mill Manager on all three major Metallurgical Plants at the Obuasi mine
and has also served as Manager, Metallurgical Services. Prior to his current
appointment, he was General Manager, Processing, at the Obuasi mine, and has had
previous experience with RTZ in Zimbabwe and Rand Mines of South Africa. He
holds a Diploma in Mineral Processing & Extractive Metallurgy and is a member of
the Institute of Materials, Minerals and Mining.
David Renner (age 37). Mr. Renner joined us in 1991 and is Managing Director of
operations at Iduapriem/ Teberebie. He was previously Senior Manager, Group
Strategic Planning, prior to that he was the Project Manager for the Geita
project in Tanzania, after serving as Section Geotechnical Engineer at both the
surface and underground operations of the Obuasi mine and as Special Assistant
to the Chief Executive. He holds a BSc (Hons) degree in Civil Engineering from
the Kwame Nkrumah University of Science & Technology, Kumasi, and MSc in
Geotechnical Engineering from the University of Newcastle-upon-Tyne (UK) and an
MBA from the University of the Witwatersrand. He is a Member of the Institute of
Soil & Rock Mechanics and an Associate of the Ghana Institution of Engineers.
Gary Townsend (age 45). Mr. Townsend is Group Financial Controller. He joined us
in 1996 and was previously Group Chief Accountant of Unigate Plc. He is a Fellow
of the Institute of Chartered Accountants of England and Wales and a member of
the Institute of Taxation (UK).
Ken Tshribi (age 43). Mr. Tshribi is General Manager, Legal. He joined us from
CAL Merchant Bank in 1996. He holds an LLB (Hons) degree from the University of
Ghana and is a Member of the Ghana Bar Association. He has also been involved in
the teaching of law.
Board Committees
Audit and Finance Committee
The Audit and Finance Committee reviews and reports to the Board on the
compliance, integrity and major judgmental aspects of our published financial
statements, the scope and quality of the internal and external audit and the
adequacy of our internal controls. The members of the Audit and Finance
Committee are: Mr. Beckett (Chairman), Mr. Anin, Dr. Crocker, Mr. Gibian and Mr.
Morrell.
Management Development and Remuneration Committee
The Management Development and Remuneration Committee is responsible for the
appointment of directors, the determination of the level and structure of
executive directors' remuneration and the review of their performance and
service agreements. It makes recommendations to the Board on these matters in
accordance
124
with its terms of reference and reviews and approves succession programs with
respect to top management. The members of the Management Development and
Remuneration Committee are: Dr. Crocker (Chairman), Mr. Anin, Mr. Beckett, Mr.
Gibian, Dr. Martineau and Mr. Morrell.
Risk Management Committee
The Risk Management Committee reviews and monitors the execution of risk
management policies with particular focus on financial risks, including hedging,
and, where necessary, makes recommendations to the Board. The members of the
Risk Management Committee are Mr. Jonah (Chairman), Mr. Schultz and Mr.
Venkatakrishnan.
Corporate Governance Committee
The Corporate Governance Committee is responsible for the monitoring of the
general conduct of directors in line with best practice and screens individuals
proposed for appointment to the Board. It is also responsible for the
non-financial aspects of our safety, health and environmental issues and makes
recommendations, as appropriate, to the Board. The members of the Corporate
Governance Committee are: The Rt. Hon. The Baroness Chalker of Wallasey PC
(Chairman), Mr. Anin, Dr. Martineau and Dr. Crocker.
Compensation of Directors and Officers
Our objective is to provide senior management, including executive directors,
with a competitive remuneration package which will attract and retain executives
of the highest caliber and will encourage and reward superior performance in a
manner consistent with the interests of our shareholders.
Executive Directors
Each of our executive directors are entitled to receive a bonus of such amount
as the Board may determine, an annual gratuity in lieu of a pension of 20% of
their basic annual salary, private medical expenses, insurance, emergency
evacuation insurance, a company car and accommodation for them and their
families.
Non-executive Directors
Save for Mr. Beckett, the Chairman of the Board, who is entitled to a retainer
of US$75,000 per year as of June 1, 2002, each non-executive director is
entitled to a retainer of US$30,000 per year and a Board committee Chairman is
entitled to an additional US$5,000 per year. Each non-executive director is also
entitled to an attendance fee of US$1,000 for each Board meeting attended in
person and, if the meeting is attended in person outside their country of
domicile, then that director is also entitled to a travel fee of US$1,500.
Non-executive directors on a Board committee are entitled to an attendance fee
of US$1,000 for any Board committee meeting held on a different day to the full
Board meeting. Each non-executive director is also entitled to be reimbursed all
reasonable expenses incurred while working on our business as well as those
expenses incurred in attending Board meetings.
Service Agreements
Executive Directors
We have entered into individual service agreements with Mr. Venkatakrishnan
(dated September 20, 2000), Mrs. Botsio-Phillips (dated September 29, 1999) and
Mrs. Ofori Atta (dated September 29, 1999) at respective annual salaries of
'L'220,000 (approximately US$342,000), US$125,000 (payable in Cedis) and
US$110,000 (payable in Cedis), all subject to annual review. The service
agreements of Mr. Venkatakrishnan and Mrs. Botsio-Phillips may be extended by us
from January 1 each year for a further period of one year to expire three years
thereafter or be terminated, subject to two years' notice. Their service
agreements are currently due to expire on December 31, 2004. Mrs. Ofori Atta's
service agreement runs until December 31, 2003. We entered into a service
agreement with Mr. Schultz on September 29, 1999, under which he is entitled to
an annual salary of 'L'230,000 (approximately US$358,000). This service
agreement will expire on December 31, 2002, and has been replaced by a service
agreement dated March 27, 2002, under which Mr. Schultz will serve as Chief
Operating Officer for the period January 1, 2003 until December 31, 2003. Mr.
Schultz will receive an annual salary of US$360,000 for this period.
125
The executive directors are entitled to the benefits as set out above and, in
addition, Mr. Schultz and Mr. Venkatakrishnan also receive the costs of
education of their children until they reach the age of 21 years. On termination
of employment, we reserve the right to give an executive director pay in lieu of
notice of termination (whether given by us or the executive director). The
amount will consist of the executive director's basic salary for their relevant
notice period. In accordance with Mr. Schultz's service agreement for the period
January 1, 2003 until December 31, 2003, any pay in lieu of notice will also
include any bonus, commission or other benefit referable to his employment as
we, or the Board, may, in our sole discretion, decide.
Non-executive Directors
We have entered into appointment letters with each of Dr. Martineau and Dr.
Crocker with effect from February 22, 2000, with Mr. Gibian and The Rt. Hon.
Baroness Chalker of Wallasey P.C. with effect from March 24, 2000, with Mr. Anin
with effect from October 27, 2001, with Mr. Haslam with effect from March 8,
2002, and with Mr. Morrell with effect from February 28, 1997 (renewed on May
31, 2000). We have also entered into similar appointment letters with Mr.
Beckett with effect from March 5, 1994 (renewed with effect from April 25,
2001). Each Director's appointment letter is for a period of approximately three
years (subject at all times to the retirement by rotation provisions) and
renewable on the same terms.
In the fiscal year 2001, the aggregate amount of compensation comprising salary,
bonuses and other payments, as well as benefits in kind, paid by us to all of
our directors and senior management was approximately US$5.0 million and to
senior management was US$2.5 million. This does not include the part of the
remuneration of Mr. Jonah which is paid by Lonmin. We separately pay Lonmin,
under the Replacement Technical Services Agreement, for technical services it
renders to us, including the services of Mr. Jonah. In the financial year ended
December 31, 2001, we paid US$0.7 million to Lonmin for these technical
services.
As at November 15, 2002, the interests of the directors (and interests of
persons connected with them within the meaning of section 346 of the UK
Companies Act 1985 which would, if the connected person were a director, be
required to be disclosed, and the existence of which is known to or could with
reasonable diligence be ascertained by the relevant director whether or not held
through another party) in our securities were:
Number of Number of
Shares Shares under
Name Beneficial Non-Beneficial option/award
---------------------------------------------------------------------------------------------
Michael Beckett 1,873 0 0
Theophilus Anin 53 0 0
Merene Botsio-Phillips 100 0 70,426
The Rt. Hon. The Baroness Chalker of Wallasey PC 0 0 0
Chester Crocker 0 0 0
Thomas Gibian 20,000 0 0
Gordon Haslam 0 0 0
Sam Jonah 59,690 0 410,404
Michael Martineau 0 0 0
Nicholas Morrell 0 0 0
Eleanor Ofori Atta 553 0 63,999
Trevor Schultz 31,245 0 195,912
S Venkatakrishnan 0 0 200,775
---------------------------------------------------------------------------------------------
No director exercised any share options during 2001 and up to November 15, 2002.
Save for the interests of Mr. Jonah in the Replacement Technical Services
Agreement, and in the agreements which it replaced, none of our directors has or
had any interest in any transaction which is or was unusual in its nature or
conditions or is or was significant to our business and which has been effected
by us during the current or immediately preceding financial year or which was
effected by us during any earlier financial year and remains in any respect
outstanding or unperformed.
126
There are no outstanding loans granted by us to any of our directors, nor any
guarantees provided by us for the benefit of any of our directors.
As at November 15, 2002, the interests of our senior management in our
securities were:
Name Number of Shares
--------------------------------------------------------- ----------------
Ernest Abankroh *
Martin Awuku Ahorney *
Kwaku Akosah-Bempah *
James Kwamena Anaman *
Mark Arnesen *
Kweku Awotwi *
Peter Cowley *
Alex Darko *
Rolin P. Erickson *
Brent Horochuk *
Abel Ntini *
Daniel Monney Akwafo Owiredu *
George Potter *
David Renner *
Gary Townsend *
Ken Tshribi *
----------------------------------------------------------------------------
*= owns less than 1% of our outstanding capital stock.
Incentive Schemes
The AGC Senior Management Share Option Scheme
The exercise price per share for options granted under this scheme is set at the
average of the closing middle market quotations for our shares on the LSE on the
5 dealing days immediately preceding the date of grant of the option. The
exercise price will be denominated in US dollars but may, at the election of
participants, be paid in cedis (translated from US dollars at the average of the
closing buying and selling spot rates ruling two days before exercise of the
option).
Options will normally be exercisable at any time between the third and tenth
anniversaries of the date of grant. The right to exercise an option will
generally be forfeited shortly after a participant leaves employment. Special
provisions apply however if:
o the participant's employment terminates by reason of death, injury,
disability, retirement or redundancy or any other reasons at the Management
Development and Remuneration Committee's discretion;
o in the case of an expatriate employee, on expiry without renewal of his
fixed-term contract of employment;
o in the event of a person becoming a "majority shareholder controller" (as
defined in section 84 of the Mining Law); or
o on a reconstruction or liquidation of us.
Options have previously been granted subject to performance conditions. However,
as one of the primary objectives of the option scheme is to help us retain key
personnel, options granted after April 25, 2001 are not subject to performance
conditions.
There is a limit on the number of shares which may be subject to options granted
under this scheme. The number of our shares which may be issued or become
issuable pursuant to options granted on any date, when added to the number of
shares issued and remaining issuable in respect of outstanding options granted
in the previous 10 years under this scheme and any other share schemes operated
by us, may not exceed 10% of the number of our shares at that date.
No option may be granted under this scheme after April 25, 2011.
127
The Ashanti Bonus Co-Investment Plan
Under this plan, executive directors and key employees who receive an annual
bonus and are recommended by the Management Development and Remuneration
Committee are offered the right to purchase certain of our shares. These shares
have already been issued and purchased by an employee trust, which is funded by
us on terms agreed by the Board. These shares are designated "Invested Shares"
for the purposes of this plan. If participants choose to purchase Invested
Shares then, without having to pay any further amounts, participants are granted
the right to receive an additional number of shares equal to the number of
Invested Shares purchased. These additional shares are designated "Matching
Shares" for the purposes of this plan. Normally, so long as the participant does
not sell the Invested Shares within a two-year period following their purchase,
the Matching Shares will be released to him in equal installments on the first
and second anniversaries of the making of the award. Rights to receive Matching
Shares will normally lapse if the participant leaves employment with us or sells
the Invested Shares within two years of their purchase date.
Awards made under this plan have been be allowed to run their course and we do
not currently intend to make any further awards under this plan.
The AGC 1994 Employee Share Scheme
Under this scheme, executive directors and key employees receive our shares for
free if we achieve specified challenging internal and/or performance conditions
within a three-year period. Previously, ordinary shares have been conditionally
awarded to employees nominated by us, and transferred to employees following the
employee's completion of three years' service from the date of the award,
provided the performance targets are met. Awards made in 2002 were, and
subsequent awards will be, subjected to granting conditions and held for 3 years
from the date of award and on the expiry of which they will be released free of
charge. Awards generally lapse if participants leave employment with us, but
special termination provisions apply if:
o the participant's employment terminates by reason of death, injury,
disability, retirement or redundancy, or other reasons at the discretion of
the trustee of this scheme;
o in the case of an expatriate employee, on expiry without renewal of his
fixed-term contract of employment;
o in the event of a person becoming a "majority shareholder controller" as
defined in section 84 of the Mining Law; or
o on a reconstruction or liquidation of us.
The Ashanti Performance Share Plan
All executive directors and key employees are eligible to participate in this
plan. Awards are made in the form of a contingent right to receive a specified
number of our shares at no cost to the participant. Receipt of shares is subject
to the satisfaction of performance criteria over a three year period. Awards
generally lapse if the participant leaves our employment but special termination
provisions apply if the participant's employment terminates by reason of death,
injury, disability, retirement or on a reconstruction or liquidation of us.
Awards made under this plan will be allowed to run their course, but we do not
currently intend to make any further awards.
Long-Term Performance Plan
All directors and employees are eligible to participate in this plan but, as
yet, no awards have been made under it. Each award will have a three year
performance period, and payment will generally be conditional on the executive
remaining with us for the duration of that period. The maximum amount receivable
will normally be 100% of annual basic salary at the award date. At the end of
the three year period, we will make payments according to the level of our
performance measured against performance targets set when the award was made.
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MATERIAL CONTRACTS
Save for the contracts described below, we have not entered into any contracts
(not being contracts entered into in the ordinary course of business) within the
two years immediately preceding the date of this prospectus which are or may be
material or have a significant effect on the financial position of our group.
Nor have any such contracts been entered into at an earlier time that contain
provisions under which any member of our group has any obligation or entitlement
that is material to our group at the date of this document.
Replacement Technical Services Agreement
We entered into a Replacement Technical Services Agreement in March 1994 with
our largest shareholder, Lonmin (then Lonrho Plc). This agreement was amended by
letter agreements dated December 1, 1995, July 30, 1998 and June 17, 1999. Under
the Replacement Technical Services Agreement, Lonmin is required to provide the
services of Mr. Jonah to us as our managing director and/or chief executive. Mr.
Jonah is also a director of Lonmin.
If Mr. Jonah ceases to serve as our managing director and/or chief executive for
any reason, Lonmin has the non-exclusive right to nominate a person to fill any
vacancy in the office of managing director and/or chief executive subject to the
approval of our board of directors. Lonmin's right of nomination shall not apply
at any time when Lonmin holds fewer than 25% of our outstanding shares. If a
person so nominated is appointed and is an employee of the Lonmin group, Lonmin
will continue to receive remuneration for providing his services under the
provisions of the agreement as described below.
As remuneration for all such services, we pay Lonmin a quarterly fee equal to
Lonmin's costs of providing these services, including the managing director
and/or chief executive's salary and other benefits. In 2001, we paid Lonmin
US$700,000 pursuant to this agreement. In addition, we pay directly to Mr. Jonah
a discretionary bonus and reimburse him for certain expenses incurred in Ghana.
The agreement continues indefinitely and may not be terminated or amended by
either party except in the case of an unremedied breach or by consent. In the
event that Mr. Jonah is removed by the board or by our shareholders as our chief
executive and/or managing director, we have agreed to reimburse Lonmin in
respect of any payments it may make to Mr. Jonah pursuant to his employment
contract up to an amount equal to two years' salary and benefits plus an amount
equal to 50% of Lonmin's commitment to fund Mr. Jonah's pension arrangements.
Geita Gold Mine Financing Arrangements
On December 12, 2000, Geita Gold Mining Limited (formerly Ashanti Goldfields
Tanzania Limited), or Geita Gold, entered into a US$135.0 million project
financing facility, or the Geita facility, with a syndicate of international
banks arranged by NM Rothschild & Sons, Barclays Capital and Dresdner Kleinwort
Wasserstein. We own (through a number of intermediate companies) 50% of Geita
Gold. The remaining 50% is owned (also through intermediate companies) by
AngloGold Limited, or AngloGold.
The Geita facility was drawn down in a single advance on December 15, 2000. It
is to be repaid in 12 semiannual installments each of US$10.8 million and a
further final installment of US$6 million. The first installment was paid on
December 31, 2001 in accordance with the Geita facility agreement. The interest
rate applicable to the Geita facility increases over the life of the loan. The
interest rate is as follows:
o until December 31, 2001 - LIBOR plus 1.20%;
o January 1, 2002, until September 30, 2002 - LIBOR plus 1.45%;
o October 1, 2002, until December 12, 2003 - LIBOR plus 1.70%;
o December 13, 2003 until December 12, 2005 - LIBOR plus 1.95%; or
o December 13, 2005 until October 30, 2007 - LIBOR plus 2.20%.
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The Geita facility was provided to Geita Gold to repay and refinance a US$100
million bridge loan facility previously borrowed by Geita Gold on February 21,
2000 from a syndicate of lenders arranged by Barclays Capital, to repay certain
inter-company loans provided to Geita Gold, to pay fees and expenses in
connection with the Geita facility and to finance the remaining construction and
development costs of the Geita mine.
Until September 30, 2002, the Geita facility was guaranteed jointly and
severally by AngloGold and Samax Resources Limited, or SRL. This guarantee was
referred to as the Completion Guarantee. Geita Gold satisfactorily reached
technical completion of the construction of the Geita mine as of September 30,
2002. Satisfaction of the physical, financial and operational tests has resulted
in the Completion Guarantee being discharged in full and correspondingly the
obligations of AngloGold Limited and SRL as completion guarantors being
discharged in full.
Following completion, the Geita facility is now guaranteed by Cluff Mineral
Exploration Limited, or Cluff Mineral, Cluff Resources Limited, Cluff Oil
Limited, or Cluff Oil, SRL and Geita Management Company Limited, or Geita
Management, on a joint and several basis. AngloGold and ourselves each own
(through subsidiaries) 50% of the shares of these companies. Except in the case
of Geita Management, these companies own no significant assets other than an
indirect interest in the Geita mine. Geita Management's only significant assets
are hedging contracts entered into in respect of the Geita mine.
AngloGold and ourselves together act as sponsors to the project.
Geita Gold is obliged to make a mandatory prepayment of the Geita facility
whenever it pays a dividend or distribution to its shareholders. Each prepayment
will be of an amount equal to half of the total distribution paid at that time.
There is a cap on mandatory prepayments so that the maximum amount that Geita
Gold can ever be required to prepay is an amount sufficient to reduce the final
repayment date for the Geita facility by 24 months. In addition, Geita Gold will
be required to make a mandatory prepayment if it holds more than US$25 million
in its proceeds account on any principal repayment date. In such circumstance,
the prepayment will be equal to one third of the excess over the US$25 million
threshold.
Geita Gold is required to fulfil financial covenants in respect of loan life,
project life, reserve tail and debt service cover ratios. Failure to maintain
these ratios at above specified levels can result in an event of default.
Geita Gold is obliged to maintain a debt service reserve account with a minimum
balance equal to the next scheduled repayment of principal together with all
interest, fees and political risk insurance premia falling due and payable in
the next six months from that repayment date. This account is funded solely by
revenues produced from the Geita mine or, if Geita Gold chooses, from an
irrevocable letter of credit.
Political Risk Insurance, or PRI, has been provided by New Hampshire Insurance
(a subsidiary of AIG) and Steadfast Insurance Company (a subsidiary of Zurich
International) in favor of the lenders and hedging counterparties covering,
amongst other things, the risk of confiscation, expropriation, nationalization,
currency inconvertibility, political violence, war, terrorism, civil commotion,
insurrection, rebellion, sabotage, selective discrimination, forced abandonment
and other political risks. The lenders are the beneficiaries of the PRI and the
PRI premium is paid by Geita Gold.
Geita Gold is required to ensure that at least 50% of the Geita mine's
anticipated production during the life of the Geita facility is hedged.
In order to carry out this hedging, a special purpose vehicle, Geita Management,
has been established in the Isle of Man. Geita Management carries out all
necessary hedges with appropriate hedging counterparties (a syndicate bank or an
affiliate or subsidiary of a syndicate bank) to ensure that the financial ratios
are met on an ongoing basis. The hedges are carried out on a margin-free basis.
However, if at any time the aggregate marked-to-market value of the hedges
exceeds US$122.9 million (negative), then Geita Gold is prohibited from making
any further distributions until the negative marked-to-market value reduces to
an amount less than US$122.9 million. The threshold of US$122.9 million will
increase during the life of the Geita facility as principal repayments are made
and additional coverage becomes available under the PRI.
All of the hedged contracts and proceeds from those contracts have been assigned
to the lenders under a hedging assignment. This hedging assignment agreement
forms part of the security package given by Geita Gold to the lenders.
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The security package consists of a fixed and floating charge over all the assets
of SRL, Cluff, Cluff Mineral, Cluff Oil and Geita Management as guarantors under
the Geita facility, a mortgage over the shares of Geita Management's holding
company and a mortgage of any cash held by Geita Gold.
Geita Joint Venture Agreement
Under the terms of the joint venture agreement dated December 15, 2000 relating
to the Geita mine, or the Geita Joint Venture Agreement, we and AngloGold Geita
Holdings Limited, or AngloGold Geita, have exactly the same rights and interests
in Cluff Resources Plc, or Cluff, and its subsidiary undertakings, or the Cluff
Group, and in the management of the development, financing, construction,
operation, maintenance and associated exploration of the Geita mine, or the
Geita Project. Accordingly, the benefits of the Geita Project are enjoyed, and
the obligations borne, equally by the parties. The agreement therefore provides
for the unanimous agreement of both parties (acting through their nominated
representatives) to any material action, including the agreement of annual
budgets and amendments to the business plan, taken by any member of the Cluff
Group or in relation to the Geita Project.
In relation to the Geita Project, a management committee has been established,
to which both parties have the right to appoint (and remove) four
representatives. The management committee may only take action with the
favorable vote of at least one representative of each of ourselves and AngloGold
Geita. The committee has a chairman, who is not entitled to a casting vote. The
chairmanship rotates on an annual basis. The current chairman is our
representative. A similar position applies in relation to the directorships of
the members of the Cluff Group.
It is intended that any funding required to sustain the Geita Project will be
met by the cash flow from the project. In the event that the Geita Project (or
any Cluff Group member) requires additional funding beyond the amount of the
Geita facility, neither ourselves nor AngloGold Geita shall be obliged to
provide such funding unless it, in its sole discretion, elects to do so. We did
not have sole responsibility for any aspect of the joint venture going forward
except for bearing costs of up to US$2.0 million for the construction of a haul
road. This item formed part of the capital expenditure budget for the Geita
Project but actual construction has been deferred until 2001 and has now been
completed. AngloGold is a party to the agreement as guarantor of AngloGold
Geita's obligations.
In the event that either party wishes to dispose of its interest in the Geita
Project other than intra-Group, this may only be effected through a sale of its
shares (and the related shareholder loans) in Cluff. In this event the other
party shall have rights of pre-emption in relation to such a sale. Neither party
may dispose of part only of its interest. A change of control of either
shareholder shall not be considered to be a deemed disposal which would trigger
these pre-emption rights. Neither party may charge its interest to any third
party without the consent of the other party.
The Geita mine is operated by its existing staff who were initially provided by
us but its staff is supplemented by AngloGold employees when vacancies arise.
The day to day operation of the mine is in the hands of the current mine chief
operating officer appointed by AngloGold. All key decisions in relation to the
Geita mine's development, operation and financing must be agreed unanimously by
AngloGold Geita and ourselves. In the event that the management committee cannot
agree whether to take any action, the matter will be referred to the chief
executives of the respective groups who will endeavor to agree the issue,
failing which it may not be implemented.
February 2000 Amended Warrant Deed Poll
Our wholly-owned subsidiary, Ashanti Warrants Limited, or Ashanti Warrants,
issued unregistered warrants, or Warrants, to subscribe for our ordinary shares
to our hedge counterparties in November 1999. The rights attaching to the
Warrants are set out in a deed poll dated November 2, 1999, as amended on
February 21, 2000.
Warrants to purchase a total of 19,835,001 of our ordinary shares were issued in
three equal tranches (being, respectively, the "A", "B" and "C" tranches) with
expiry dates for each tranche as follows:
o "A" Warrants -April 28, 2004;
o "B" Warrants -October 28, 2004; and
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o "C" Warrants -April 28, 2005.
As at November 15, 2002, 13,945,122 warrants have been exercised. Only 5,889,879
warrants now remain.
Each Warrant carries the right to subscribe in cash at any time up to the expiry
period in respect of each tranche set out above at the subscription price of
US$3 for one zero-coupon mandatorily exchangeable note, or MES, in Ashanti
Warrants. Each MES has a principal amount of US$3. Any MES subscribed for
automatically and mandatorily exchanges into one of our ordinary shares.
Warrants may be exercised, in whole or in part, at any time during the
subscription period in accordance with the procedure set out in the deed poll.
The subscription price can be adjusted upon the occurrence of circumstances
including (but not limited to) the following:
o consolidation of our share capital;
o capitalization of our profits; or
o scrip issues.
The Warrants are transferable, in whole or in part, subject to applicable
securities law.
In the event that we are wound-up (except a winding-up sanctioned by
warrantholders), the outstanding warrantholders will be treated as if their
unexercised rights had been exercised in full immediately prior to the
winding-up. The unexercised subscription rights and exchange rights shall be
deemed to have been exercised in full and we shall be deemed to have received in
full the relevant subscription moneys. Accordingly, the outstanding
warrantholders will be entitled to receive such amounts out of the assets
available for distribution on a liquidation pari passu with ordinary
shareholders (after deducting a sum per ordinary share equal to the subscription
price).
Warrantholders also have certain rights in the event of an offer for our share
capital which would result in a "change of control". The warrantholders would be
entitled to receive consideration from the offeror on the basis that they had
exercised their Warrants and had become holders of our ordinary shares unless,
in the case of a share-for-share offer, the offeror offers the warrantholders
offeror warrants or offeror shares on terms which our financial advisers
consider fair and reasonable.
The warrantholders may alter the rights attached to the Warrants with the
approval of warrantholders present (in person or by proxy) at a meeting of the
warrantholders representing two-thirds of the Warrants in respect of which a
vote has been cast.
MENs Deed Poll
Under the MENs deed poll dated June 27, 2002, or the MENs Deed Poll, Ashanti
Capital Second Limited, or ACSL, resolved to create and issue US$75.0 million of
mandatorily exchangeable notes, or MENs, exchangeable for our ordinary shares.
The MENs are unsecured and unconditional obligations of ACSL.
We have undertaken to issue ordinary shares on the exchange of the MENs and to
keep available at all times sufficient ordinary shares for such purpose. We have
also agreed to procure that ACSL meets its obligations pursuant to the MENs Deed
Poll.
The MENs are exchangeable into ordinary shares on either of the following
events:
o the completion of our first rights issue undertaken following the date of
the MENs Deed Poll; or
o us serving a notice of exchange upon the holders of the MENs at any time
after the date falling 18 months after the issue of the MENs.
The MENs are exchangeable into ordinary shares at an exchange price of the lower
of US$5.40 and the price at which we issue ordinary shares pursuant to the
rights issue.
The MENs (if not already exchanged) will be redeemable for cash on the earlier
of:
o a takeover offer for us, or a scheme of arrangement of us, becoming
effective; or
o the date of maturity, being June 30, 2008,
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but may not be redeemed for cash before such dates unless our revolving credit
facility has been repaid in full.
In the event that the MENs are redeemed, interest on the MENs is payable from
the date of issue of the MENs at approximately the same rate as is payable under
our revolving credit facility. In the event that we pay a dividend at any time
prior to exchange of the MENs into ordinary shares, interest will be payable at
the time the exchange occurs, equal to the amount which the holders of MENs
would have received had their MENs been exchanged at an exchange price of
US$5.40 at the dividend record date. Otherwise the MENs are non-interest
bearing.
The MENs are conditionally transferable, but no application is intended to be
made for the MENs to be listed on any stock exchange. The MENs have not been
registered under the Securities Act of 1933, as amended, or the securities laws
of any state of the United States and may not be offered, sold, delivered,
assigned, exchanged or otherwise disposed of, directly or indirectly, in the
United States or to or for the account or benefit of US persons.
Lonmin MENs Subscription Agreement
The Lonmin MENs Subscription Agreement was entered into on June 28, 2002 between
ourselves, ACSL and Lonmin. Under this agreement, ACSL issued US$46.6 million of
MENs to Lonmin.
We have agreed with Lonmin to use our best efforts to complete the rights issue
within 18 months from the issue date of the MENs. Lonmin has agreed not to take
up its rights under the rights issue unless and only to the extent that the
ordinary shares offered to it in connection with the rights issue exceeds the
number of ordinary shares that would be issued upon exchange of US$46.6 million
of MENs.
We have further agreed that, in the event that the rights issue is not completed
within 18 months of the issue date of the MENs, we will take certain steps to
convene a shareholders' meeting to consider resolutions to approve the exchange
of any MENs (whether or not held by Lonmin) in accordance with the voluntary
exchange provisions of the MENs Deed Poll.
We have also undertaken to Lonmin that we will not, without Lonmin's prior
written consent (not to be unreasonably withheld or delayed) for so long as any
of the MENs are outstanding:
o issue any ordinary shares by way of capitalization of profits or reserves
or bonus issue or sub-divide or consolidate or reclassify any ordinary
shares;
o issue any new class of share in our capital; or
o redeem or purchase any ordinary shares or reduce our share capital, capital
redemption reserve or share premium account.
We have also undertaken that we will not, for so long as the MENs are
outstanding, without the prior approval of a special resolution of our
shareholders, issue more than 11,000,000 ordinary shares other than pro rata to
our shareholders.
Lonmin has also given us undertakings that it shall not lend, sell, transfer or
otherwise dispose of or deal with or charge, encumber or grant options or other
rights over its MENs or the existing 36,000,000 ordinary shares it holds in us
except with the prior consent of ourselves and ACSL (provided that Lonmin may
sell a proportion of our ordinary shares if it also sells the same proportion of
its MENs to the same buyer or if it receives confirmation from the UK Listing
Authority that, as a result of such sale, shareholder approval for exchange of
its MENs is not required). Lonmin is also entitled to sell its existing
shareholding pursuant to a recommended offer for our entire issued share
capital.
Lonmin also agreed that it will not exercise its voting rights in respect of
shares held by Lonmin and its concert parties in excess of 50% of our entire
issued share capital, except following a change of control of ourselves which
has been approved by the Minister of Mines under the Minerals and Mining Law
1986 of Ghana (as amended) or is in compliance with the provisions of the
Takeover Code of Ghana. Lonmin has also agreed to vote in favor of any
resolutions necessary to implement the rights issue, including resolutions to
increase our authorized share capital and the directors' authorization to allot
ordinary shares.
We have entered into a separate letter of undertaking with Lonmin pursuant to
which we have agreed that, for so long as any of the put options entered into by
Lonmin and certain of our warrantholders remain to be
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exercised, if we seek to effect the rights issue at less than US$5.40 per
ordinary share, we shall not, without Lonmin's approval (acting reasonably)
launch such rights issue at a subscription price of more than a 5 percent
discount to the then current market value of an ordinary share.
Government of Ghana MENs Subscription Agreement
The Government of Ghana MENs Subscription Agreement was entered into on June 28,
2002 between ourselves, ACSL, Lonmin and the Government of Ghana. Under this
agreement, ACSL offered the Government of Ghana the right to subscribe for
US$28.4 million of MENs. The Government transferred this subscription right to
Lonmin in consideration for Lonmin entering into a call option (described
below). Pursuant to the Government of Ghana MENs Subscription Agreement, ACSL
issued the US$28.4 million of MENs to Lonmin.
The call option provides that the Government has a transferable call option over
our ordinary shares arising on conversion of US$28.4 million of the MENs, which
is exercisable at any time until five business days prior to the close of the
subscription period for the rights issue (or 18 months from the date of the call
option, if earlier). The purchase price under the call option is the price at
which our ordinary shares are offered for subscription pursuant to the rights
issue. The sale of the shares pursuant to the exercise of the call option cannot
occur until the closing date of the subscription period for the rights issue.
We have agreed with the Government to use our best efforts to complete the
rights issue within 18 months from the issue date of the MENs. If a rights issue
is not completed within this period, the Government has irrevocably undertaken
to Lonmin to vote in favor of any resolution we propose seeking independent
shareholder approval to enable the exercise of our option under the deed poll to
exchange all of the MENs. The Government has undertaken not to take up its
rights under the rights issue unless and only to the extent that the ordinary
shares offered to it in connection with the rights issue exceeds the number of
ordinary shares that would be issued upon exchange of US$28.4 million of MENs.
We have further agreed with the Government that we will not, for so long as any
of the MENS are outstanding, without the Government's prior written consent (not
to be unreasonably withheld or delayed):
o issue any ordinary shares by way of capitalization of profits or reserves
or bonus issue or sub-divide or consolidate or reclassify any ordinary
shares;
o issue any new class of share in our capital; or
o redeem or purchase any ordinary share or reduce our share capital, capital
redemption reserve or share premium account.
Lonmin has agreed that it will not transfer, charge or encumber its interest in
US$28.4 million of the MENs other than in accordance with the terms of the call
option or otherwise with our or with ACSL's prior consent.
The Government has also given undertakings to us and to ACSL that it shall not
lend, sell, transfer or otherwise dispose of or deal with, charge, encumber or
grant options or other rights over its existing holding of 21,978,104 ordinary
shares prior to the record date for the rights issue, except with the consent of
ourselves and ACSL or by way of acceptance of an offer for our entire issued
share capital.
The Government has further agreed to vote in favor of any resolutions required
to implement the rights issue, including resolutions to increase our authorized
share capital and our directors' authorization to allot ordinary shares.
US$200 million Revolving Credit Facility
We entered into a US$200.0 million revolving credit facility dated June 28,
2002, or the RCF, with:
o ABSA Bank Limited;
o Australia and New Zealand Banking Group Limited;
o Bank of Nova Scotia;
o Barclays Capital (the investment banking division of Barclays Bank PLC);
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o Bayerische Hypo-und Vereinsbank Aktiengesellschaft;
o CIBC World Markets plc;
o Ghana International Bank plc;
o HSBC Bank USA;
o Investec Bank (UK) Limited;
o NM Rothschild & Sons Limited;
o The Royal Bank of Scotland plc;
o Societe Generale;
o Standard Bank London Limited;
o Standard Chartered Bank; and
o Westdeutsche Landesbank Gironzentrale, London Branch,
collectively referred to as the lenders.
The maximum principal amount of the RCF will be reduced by US$20.0 million
semi-annually commencing 12 months after the first drawdown with a further final
repayment of US$40.0 million on June 30, 2007. As at September 30, 2002,
US$157.0 million was outstanding under the RCF.
The term of the loan is five years.
The interest rate applicable to the RCF is as follows:
o Years 1 and 2 - US LIBOR plus 1.75%; and
o Years 3, 4 and 5 - US LIBOR plus 2.00%.
The RCF is provided to our group through our subsidiary Ashanti Finance (Cayman)
Limited, or the Borrower, to pay and refinance obligations and for general
corporate purposes.
The RCF is guaranteed jointly and severally by us (as parent), Ashanti Treasury
Services Limited, or ATS, Geita Treasury Services Limited, or GTS, Societe
Ashanti Goldfields de Guinee and Ashanti Goldfields (Bibiani) Limited (as the
guarantors).
The lenders under the RCF have security over all the hedging contracts entered
into by ATS and GTS, gold refining and purchasing agreements, insurance
contracts, gold in transit and bank accounts.
Security has also been granted over substantially all the assets of Ashanti
Goldfields Company Limited and Ashanti Goldfields (Bibiani) Limited located in
Ghana including the mining leases relating to the Obuasi and Bibiani mines. We
have also agreed to use our best endeavors to give security over our shares in
Cluff Resources Limited, which owns the Geita Mine. In addition, we have
effected a political risk insurance policy, or PRI, of up to US$131.0 million in
relation only to Ghana for the benefit of the lenders who, prior to the closing
of syndication, elected to take the benefit of PRI.
The financial covenants provide that the ratio of consolidated net debt to
consolidated EBITDA (based on the definitions in the RCF) is no greater than:
o 2.50:1 for the twelve month period ending on December 31, 2002;
o 2.25:1 for the twelve month period ending on June 30, 2003;
o 2.00:1 for the twelve month period ending on December 31, 2003;
o 1.75:1 for the twelve month period ending on June 30, 2004; and
o 1.50:1 in respect of relevant 12-month periods thereafter.
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The financial covenants further provide that the ratio of consolidated EBITDA to
consolidated net interest payable (based on the definitions in RCF) is not less
than:
o 4.50:1 for the twelve month periods ending on December 31, 2002 and June
30, 2003;
o 5.00:1 for the twelve month period ending December 31, 2003;
o 5.50:1 for the twelve month period ending June 30, 2004; and
o 6.00:1 for any twelve month period ending thereafter.
Consolidated tangible net worth is not to be less than US$415.0 million at any
time. Consolidated net debt is not to exceed 50% of the consolidated tangible
net worth for the periods ending on or before June 30, 2004 and for the relevant
periods thereafter shall not exceed 40% of the consolidated tangible net worth.
The RCF imposes commitment fees and other terms and conditions on our group
including the provision of detailed financial and other information, financial
covenants, restrictions on acquisitions, restrictions on investments and loans
to non-group companies and ring fenced project finance entities, restrictions on
the creation of security, restrictions on disposal of assets, restrictions on
making loans or providing credit, and restrictions on change of business.
The Events of Default include:
o cross default in respect of financial indebtedness of material group
members (excluding certain subsidiaries, such as Kimin and ring fenced
project finance entities) in excess of US$5.0 million;
o insolvency of material group members;
o nationalization of certain assets of our group;
o reduction of foreign exchange retention levels;
o termination or amendment of the margin-free trading arrangements other than
in accordance with the terms of the new margin free trading letter and
termination of hedging agreements without our consent and that of our Risk
Management Committee;
o change of control of us which is reasonably likely to have a material
adverse effect; and
o material adverse change.
Unless the banks give us consent, we will be obliged to use some of the net
proceeds from the rights issue to repay outstanding indebtedness of the
Iduapriem/Teberebie mine. We have also agreed that once this indebtedness has
been repaid we will arrange for security to be granted to the banks over the
assets of Iduapriem/Teberebie.
The New Margin Free Trading Arrangements
Each of our active hedge counterparties have entered into the new margin free
trading letter, or New MFTL.
The New MFTL provides that any right that a hedge counterparty had, under any of
its hedging arrangements with us, to call for margin or otherwise require the
provision of any form of security or collateral in respect of such hedging
arrangements shall be canceled and that any new hedging arrangements entered
into shall not benefit from margin, or otherwise require the provision of any
form of security or collateral in respect of such hedging arrangements other
than in certain limited circumstances.
The hedge counterparties have a right to terminate their hedging agreements with
us on the occurrence of any of the following:
o any subsidiary granting any person the right to call for, or require the
provision of, margin or equivalent collateral; or
o any person actually calling for, or requiring the provision of, margin or
equivalent collateral from any of our group members (in circumstances where
it is permitted to do so pursuant to its hedging agreements with
ourselves); or
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o any of our subsidiaries entering into a hedging arrangement with a
cross-default threshold less than US$5.0 million; or
o any of our subsidiaries granting any right, to any person who enters into a
hedging arrangement with any subsidiary, analogous or superior to the
non-disposal right granted to the hedge counterparties in connection with
the Geita mine (or any part of it) or any member of the Geita joint venture
group; or
o any of our subsidiaries actually paying, posting or granting margin or
equivalent collateral,
in each case in relation to any hedging arrangement (other than any permitted
hedging arrangement). Permitted hedging arrangements generally relate to certain
hedging arrangements in connection with project financings.
In addition, if we are no longer in compliance with our hedging policy or if we
amend our hedging policy without the prior written approval of the relevant
majority of hedge counterparties, the hedge counterparties will be entitled to
terminate their hedging arrangements with our group.
The New MFTL contains, amongst other things, financial covenants similar to
those in the RCF.
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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
We entered into a Replacement Technical Services Agreement in March 1994 with
our largest shareholder, Lonmin (then Lonrho Plc). This agreement was amended by
letter agreements dated December 1, 1995, July 30, 1998 and June 17, 1999. Under
the Replacement Technical Services Agreement, Lonmin is required to provide the
services of Mr. Jonah to us as our managing director and/or chief executive. Mr.
Jonah is also a director of Lonmin. In addition, Mr. Haslam, the Chief Executive
of Lonmin, is also one of our directors.
If Mr. Jonah ceases to serve as our managing director and/or chief executive for
any reason, Lonmin has the non-exclusive right to nominate a person to fill any
vacancy in the office of managing director and/or chief executive subject to the
approval of our Board of Directors. Lonmin's right of nomination shall not apply
at any time when Lonmin holds fewer than 25% of our outstanding shares. If a
person so nominated is appointed and is an employee of the Lonmin group, Lonmin
will continue to receive remuneration for providing his services under the
provisions of the agreement as described below.
As remuneration for all such services, we pay Lonmin a quarterly fee equal to
Lonmin's costs of providing these services, including the managing director
and/or chief executive's salary and other benefits. In 2001, we paid Lonmin
US$700,000 pursuant to this agreement. In addition, we pay directly to Mr. Jonah
a discretionary bonus and reimburse him for certain expenses incurred in Ghana.
The agreement continues indefinitely and may not be terminated or amended by
either party except in the case of an unremedied breach or by consent. In the
event that Mr. Jonah is removed by the board or our shareholders as our chief
executive and/or managing director, we have agreed to reimburse Lonmin in
respect of any payments it may make to Mr. Jonah pursuant to his employment
contract up to an amount equal to two years' salary and benefits plus an amount
equal to 50% of Lonmin's commitment to fund Mr. Jonah's pension arrangements.
A substantial proportion of our insurance is placed through Metropolitan
Insurance Company Limited, or Metropolitan, a Ghanaian incorporated company, as
the Ghanaian law requires many risks to be insured through a Ghanaian company.
Metropolitan re-insures a large percentage of the insurance through the Ghanaian
and international insurance market. The total premiums and other fees paid by us
to Metropolitan (after deducting amounts which it pays on as premiums to
re-insurers) in each of the last three financial years were US$7,495 in 2002,
US$5,684 in 2001 and US$3,874 in 2000. This figure excludes re-insurance
commissions and other fees received directly by Metropolitan from re-insurers.
A trust in which some members of the family of our Chief Executive Officer,
Mr. Sam Jonah, have beneficial interests, holds a majority interest in
Metropolitan. Mr Sam Jonah holds no beneficial interests in Metropolitan.
Metropolitan is managed independently from Mr. Sam Jonah and neither
Mr. Sam Jonah nor his family are directors of, nor do they participate
in the management of, Metropolitan.
Another of our major shareholders is the Government of Ghana. We pay royalties,
corporate and other taxes and utility charges in the normal course of business
to the Government of Ghana and associated authorities. Amounts we paid during
2001 totaled approximately US$51.[0] million. Of this amount, approximately
US$8.2 million was attributable to royalties and the remainder to corporate and
other taxes and utility charges. The Ministry of Mines of the Government of
Ghana is also the Licensor of our mines in Ghana.
On June 28, 2002 Lonmin subscribed for US$75.0 million of MENs pursuant to the
Lonmin MENs Subscription Agreement and the Government of Ghana MENs Subscription
Agreement. The Government of Ghana has a call option in respect of US$28.4
million of the MENs.
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DESCRIPTION OF OUR REGULATIONS AND
CERTAIN PROVISIONS OF GHANAIAN LAW
Commentary on certain provisions of our Regulations and Ghanaian company law
Introduction
We are subject to the provisions of the Ghanaian Companies Code of 1963, as
amended, or the Companies Code, which constitutes the principal Ghanaian
legislation regulating companies incorporated in Ghana. The Companies Code was
based on English company law at the time of its adoption but also reflects
certain provisions from the legislation of Australia, South Africa and certain
other countries. A principal feature of the Companies Code which distinguishes
it from other acts based on the English model is that it attempts to codify
company law.
The following is a description of certain provisions of our Regulations and
Ghanaian company law and includes a description of the rights attached to our
ordinary shares. It does not purport to contain all applicable qualifications
and exceptions nor does it purport to be a complete review.
Authorized Business
Pursuant to Regulation 2 of our Regulations, the nature of the businesses which
we are authorized to carry on are:
o to act as the holding and co-ordinating company of the group of companies
of which we are for the time being the holding company;
o to take over with effect from 1st October, 1972 the assets, business,
objects and functions in Ghana formerly carried on by the Ashanti
Goldfields Corporation Limited pursuant to the Mining Operations
(Government Participation) Decree, 1972 (N.R.C.D. 132);
o to purchase, take concession of, lease, or otherwise acquire any mines,
mining rights, and metalliferous land and any interest therein and to
explore, work, exercise, develop and turn the same to account;
o to acquire quarries and mineral lands, timber and forestry estates and
property and land of every description developed or intended to be
developed for the production of raw materials, crops, animal products or
agricultural products anywhere throughout the whole world and any interest
or concession therein and to explore, work, exercise, develop and turn the
same to account;
o to crush, win, get, quarry, smelt, calcine, refine, dress, amalgamate,
manipulate and prepare for market ore, metal and mineral substances of all
kinds;
o to carry on in any part of the world all or any of the businesses of
financiers, capitalist, concessionaires, commercial agents, mortgage and
bullion brokers, discount brokers or financial agents and advisers;
o to carry on the businesses of hoteliers, guest house managers, lodging
housekeepers, travel agents, tickets and booking agents, charter flight
travel contractors, forwarding and custom brokers and to facilitate tours
and travel and to arrange hotel accommodation bookings and travelers checks
and credit card facilities and other facilities for tourists and travelers
and to engage in all aspects of the travel and tourist industry and to run
holiday resorts generally;
o to carry on all or any of the businesses of general contractors,
engineering contractors, civil engineer, site formation and plant layout
advisers and consultants (whether civil, mechanical, electrical,
structural, chemical, aeronautical, mining, marine or otherwise); and
o to carry on in any part of the world any other business of a similar nature
or any business which may in our opinion be conveniently carried on by us
and any other business which may seem to us capable of being conveniently
carried on in connection with the above or calculated directly or
indirectly to enhance the value of or render profitable any of our
businesses.
Pursuant to Section 24 of the Companies Code of Ghana, we have, for the
furtherance of our authorized businesses, all the powers of a natural person of
full capacity except in so far as such powers are expressly excluded by our
Regulations.
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Control and management
Our control and management is divided between the members in general meeting and
the board of directors. Except for matters specifically reserved for the members
in our Regulations and the Ghanaian Companies Code, overall management of our
business is vested in the board of directors and, except to the extent that our
Regulations otherwise provide, the board of directors, when acting within its
powers, shall not be bound to obey the directions or instructions of the members
in general meeting.
The board of directors is entitled to exercise its powers through committees and
to appoint a managing director and to delegate all or any of its powers to a
managing director.
Specific powers which have been reserved for the members include matters
relating to amendments to our Regulations, the share capital and any issue of
new shares, the approval of the accounts, the distribution of profits, the
re-election of directors and the auditors, the approval of the fees,
remuneration and other interests of the directors and the authorization to
dispose of the whole, or substantially the whole, of our undertaking or assets,
although certain of these powers can also be exercised by the board of
directors.
General Meetings
General
The Companies Code provides that shareholders shall exercise their powers in
general meeting. We are required to hold a general meeting as our annual general
meeting in each year, and not more than fifteen months from the date of the
previous annual general meeting, to consider the statutory accounts and reports
and to re-elect our directors and our auditors.
Extraordinary general meetings will be held when considered necessary by the
board of directors or when requisitioned by shareholders representing at least
one-twentieth of our issued shares.
All general meetings shall be held in Ghana unless the board of directors
decides otherwise.
Notice of Meetings
At least 21 days' notice must be given of general meetings. The notice convening
a general meeting must state the general nature of the business to be considered
and, if the meeting is to consider a special resolution, must set out the terms
of the resolution. Any member has the right to have a resolution included in the
notice of meeting if he so requests in writing to the board of directors in time
for the matter to be included in the notice of meeting.
Our members, directors and auditors are entitled to receive notice of general
meetings. Notice of general meetings may be given by us to a member or director
either personally or by sending it by post in a pre-paid envelope addressed to
the member at his registered address or by leaving it at that address with some
person apparently over the age of sixteen.
Voting
At a general meeting every holder of shares who is present in person (including
any corporation present by its duly authorized representative) or by proxy shall
on a show of hands have one vote and every such holder present in person or by
proxy shall on a poll have one vote for each share of which he is the holder but
no member is entitled to attend and vote in respect of any share held by him
unless all calls or other sums presently payable by him to us in respect of that
share have been paid. The holder of the golden share does not have any voting
rights. In the case of joint holders, the vote of the senior who tenders a vote,
whether in person or by proxy, shall be accepted to the exclusion of the votes
of the other joint holders.
At a general meeting a poll may be demanded by:
o the chairman of the meeting; or
o at least two members present in person or by proxy; or
o any member or members present in person or by proxy and representing not
less than one-twentieth of the total voting rights of all the members
having the right to attend and vote on the resolution.
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In addition, where instruments of proxy have been duly lodged and have not been
revoked it shall be the duty of the chairman of the meeting to demand a poll
after any vote by show of hands unless the result on the show of hands is in
accordance with the directions, if any, given in all such instruments of proxy.
Majorities required for resolutions
Our Regulations do not make specific provision for the majorities required to
pass particular resolutions. However, under the Companies Code, passing an
ordinary resolution requires a simple majority of votes cast by such members who
vote in person or by proxy at a general meeting to be in favor of the
resolution. A special resolution requires a majority of not less than
three-quarters of the votes cast by such members who vote in person or by proxy
at a general meeting, of which notice specifying the intention to propose the
resolution as a special resolution has been duly given, to be in favor of the
resolution.
Proxies
A member entitled to attend and vote at a general meeting or a meeting of any of
the holders of any class of shares is entitled to appoint another person
(whether a member or not) to act as his proxy to attend and vote instead of him
and such proxy shall have the same rights as the member to speak at the meeting.
The instrument appointing a proxy (and the requisite authorities (if any)) may:
(a) be deposited at our registered office or as specified in the notice
convening the meeting or in any instrument or proxy sent out by us in relation
to the meeting, not less than 48 hours before the time of the holding of the
meeting or adjourned meeting; or (b) in the case of a poll taken more than 48
hours after it is demanded, be so deposited after the poll has been demanded and
not less than 24 hours before the time appointed for the taking of the poll; or
(c) where the poll is not taken forthwith but is taken not more than 48 hours
after it was demanded, be delivered at the meeting at which the poll was
demanded, and in default the instrument of proxy may be treated as invalid. No
instrument appointing a proxy shall be valid after the expiration of 12 months
from the date of its execution.
Quorum
The quorum for a general meeting shall be two persons present in person or by
proxy and entitled to attend and vote at the meeting.
Variation of rights
The Companies Code provides that if at any time our shares are divided into
different classes, the rights for the time being attached to any class of shares
shall not be varied except to the extent and in the manner provided in our
Regulations. Other than the rights attaching to the golden share, which can only
be varied with the written consent of the holder of the golden share, our
Regulations provide that the rights attaching to any class of shares may be
varied either with the consent in writing of the holders of not less than
three-quarters of the issued shares of the class or with the sanction of a
special resolution passed at a meeting of the holders of the shares of the
class. All the provisions of our Regulations as to general meetings shall apply
in like manner to such meeting, but the quorum at any such meeting shall be no
less than two members present in person or by proxy, holding at least one-third
of the total voting rights of the class in question.
Alteration to constitutional documents
Apart from a restriction on any amendment to, or removal of, the regulation
dealing with the rights attached to the golden share, which provision can only
be varied with the consent of the holder of the golden share, our members can,
with the prior approval of the Ghana Stock Exchange, or GSE, alter our
Regulations or adopt new regulations by special resolution subject, in the case
of certain provisions, to compliance with additional requirements.
Changes in capital
All shares in Ghanaian companies are of no par value. All our ordinary shares of
no par value rank pari passu in all respects with each other and with all our
other shares now in issue apart from the golden share. Subject to the provisions
of the Companies Code, we, in general meeting, may from time to time by special
resolution altering our Regulations: (i) increase the number of our shares by
creating new shares, and (ii) reduce the
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number of our shares by canceling shares which have not been taken or agreed to
be taken by any person, or by consolidating our existing shares, whether issued
or not, into a smaller number of shares.
We may also, subject to the provisions of the Companies Code:
o create preference shares which are, or at our option are liable, to be
redeemed;
o purchase our own shares;
o acquire our own shares by a voluntary transfer to ourselves;
o forfeit any shares issued for an unpaid liability for non-payment of calls
or other sums payable in respect thereof,
and, by special resolution but subject to confirmation by a Ghanaian Court:
o reduce our stated capital (which is the amount received in respect of every
issue of shares together with any amounts transferred to stated capital
from surplus;
o extinguish or reduce the unpaid liability on any of our shares;
o resolve to pay or return to our shareholders any of our assets which are in
excess of our wants; or
o alter our Regulations by canceling any of our shares.
An order of the Court confirming any reduction of stated capital may be made on
such terms and conditions as the Court thinks fit having regard to certain
provisions in the Companies Code designed to safeguard the interests of
creditors.
Issues of shares
We may, by special resolution altering our Regulations, provide for different
classes of shares by attaching to certain of the shares preferred, deferred or
other special rights or restrictions, whether in regard to dividends, voting,
repayment or otherwise provided that, save in respect of the golden share, every
member shall have the right to attend any general meeting, and to speak and
vote, and be entitled to vote on any resolution before the meeting, and each
share shall carry the right on a poll to one vote, and to one vote only, save
that the voting rights of holders of preference shares shall be limited in the
manner authorized by the Companies Code.
Under the Companies Code, existing shareholders have a preferential right to
subscribe for further issues of shares, other than treasury shares, unless
otherwise approved in general meeting. The authority only extends to the issue
of additional shares, rather than any other class of shares.
The Companies Code also provides that no new or unissued shares or treasury
shares shall be issued to any director or past director or to any company
associated to him, or to his nominee, or to any body corporate controlled by
him, unless the shares have first been offered to all our existing shareholders,
or to all the holders of the shares of the class or classes being issued, in
proportion to their existing holdings, or to members of the public. However, in
the case of a public company whose shares are or are to be listed on the GSE,
this provision can be disapplied with the approval of an ordinary resolution.
Notwithstanding such disapplication our Regulations provide that a director may
participate in an issue of shares to employees only if he holds office in an
executive capacity and shareholders at a general meeting have approved of the
specific allotment to be made to such director. The board of directors in
issuing any such shares to directors would also need to ensure compliance with
the provisions of the UK Listing Rules.
Our Regulations additionally provide that we shall not issue shares to transfer
a controlling interest (which for this purpose is treated as being an interest
which entitles a person to exercise, or control the exercise of, more than 50%
of the voting power at any general meeting) without the prior approval of
shareholders in general meeting.
Power to dispose of our assets
Our business is to be managed by the board of directors, which generally
includes the power to dispose of our assets. The Companies Code and our
Regulations restrict this power so that the board of directors shall not,
without the approval of an ordinary resolution, sell, lease or otherwise dispose
of the whole, or substantially
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the whole, of our undertaking or of our assets. In addition, certain disposals
are to be treated as a variation of the rights attaching to the golden share and
shall, accordingly, be effective only with the written consent of the holder of
the golden share.
Dividends and other distributions
Dividends
Subject to the provisions of the Companies Code, we may, by ordinary resolution,
declare dividends to be paid to shareholders. However, no dividend shall exceed
the amount recommended by the board of directors. Subject as aforesaid, the
board of directors may pay such interim dividends as appear to the board of
directors to be justified by our profits.
All dividends shall be declared and paid as a fixed sum per share and not as a
proportion of the amount paid in respect of a share. All dividends unclaimed for
a period of 12 years after having become due for payment shall (if the board of
directors so resolves) be forfeited and shall cease to remain owing by us.
The board of directors may at its discretion make provision to enable any member
or members to receive dividends duly declared in such currency or currencies and
at such rate or rates of exchange and on such terms and conditions as the board
of directors may in its absolute discretion determine.
Any of our resolutions lawfully declaring a dividend may, upon the
recommendation of the board of directors, direct payment wholly or partly by
distribution of securities for money, or of fully paid, but not partly paid,
shares or debentures of any other body corporate, or of fully paid debentures of
us of a nominal amount equal to the amount so directed to be paid.
Except in a winding up, by virtue of the Companies Code, we are not permitted to
pay a dividend to our shareholders or, except as referred to in "Changes in
Capital" above, make any return or distribution of any of our assets to our
shareholders unless:
o we are able, after such payment, return or distribution, to pay our debts
as they fall due; and
o the amount or value of such payment, return or distribution does not exceed
our income surplus immediately prior to the making of such payment, return
or distribution.
Our income surplus is the amount by which our assets (other than unpaid calls
and other sums payable in respect of our shares and not including treasury
shares) less our liabilities (both as shown in our audited accounts) exceed
our stated capital, less the amounts attributable to:
o any unrealized appreciation in the value of any of our assets, other than
such an appreciation in the value of any asset as would, under normal
accounting principles, be credited to profit and loss account, unless the
amount of such appreciation shall have been transferred to stated capital;
and
o any balance standing to the credit of the share deals account immediately
before the ascertainment of the income surplus.
Distribution of assets on a winding-up
If we are wound up, the liquidator may, with the sanction of a special
resolution and any other sanction required by law, divide amongst our members in
specie or kind, the whole or any part of our assets and may, for that purpose,
set such value as he deems fair upon any such property and determine how the
division shall be carried out, and may vest the whole or any part of such assets
in trustees on such trusts for the benefit of our members as he shall determine,
but no member shall be compelled to accept any securities on which there is any
liability.
Transfer of shares
Any member may transfer all or any of his shares by instrument of transfer in
writing in common form or in any form approved by the GSE. The instrument of
transfer must be executed by or on behalf of the transferor and (in the case of
a transfer of a share which is not fully paid up) by or on behalf of the
transferee. The transferor shall, as far as we are concerned, be deemed to
remain the holder until the transferee's name is entered in our register of
members.
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The board of directors may, without giving any reason, refuse to register
the transfer of any share:
o on which there is an unpaid liability to a person of whom it shall not
approve; or
o to a person who is an infant or anyone found by a competent court in Ghana
to be a lunatic or a person of unsound mind.
The board of directors may also decline to register a transfer unless:
o the instrument of transfer is properly completed;
o it is duly stamped (if so required); and
o it is delivered for registration to us accompanied by the certificate for
the shares to which it relates and such other evidence as the board of
directors may reasonably require to show the right of the transferor to
make the transfer.
Directors
Number of directors
The minimum number of directors shall be three and there shall be no maximum
number. At least one director shall at all times be present in Ghana.
Appointment, removal and retirement of directors
Directors may be appointed by us by ordinary resolution or by the board of
directors.
At each annual general meeting, as near as possible to one-third of the
directors will retire by rotation and be eligible for re-election. The directors
to retire will be those who have been longest in office since their last
election, but as between those who have been in office an equal length of time,
those to retire shall (unless they otherwise agree) be determined by lot. If
appointed by the board of directors, a director holds office only until the next
annual general meeting and is not taken into account in determining the
directors who are to retire by rotation. A director need not be one of our
members.
Any director appointed to the office of managing director shall not, while
holding that office, be subject to retirement by rotation or be taken into
account in determining the rotation of retirement of directors.
A director may be removed by ordinary resolution before the expiration of his
period of office (but without prejudice to any claim which such director might
have for damages or compensation or breach of any service agreement between him
and us).
We may appoint substitute directors and such a substitute director shall act as
a deputy for another named director and as his substitute in his absence. A
substitute director shall be appointed and may be removed in the same way as
directors are required to be appointed and removed, and shall not cease to be a
director by reason of the fact that the director for whom he is a substitute
ceases to be a director.
A director may, in respect of any period not exceeding six months in which he is
absent from Ghana, or in respect of any period during which he is unable for any
reason to act as a director, appoint another director or any other person
approved by a resolution of the board of directors, as an alternate director.
Such person shall be deemed to be a director and officer and not the agent of
the appointor save in the limited circumstances provided in the Companies Code.
An alternate director shall not be entitled to be remunerated otherwise than out
of the remuneration of the director appointing him.
Age of directors
No director shall be required to vacate his office as a director by reason of
his attaining or having attained the age of 70 or any other age.
Disclosure of interests in contracts
Subject to the provisions of the Companies Code and our Regulations, a director
may hold any other office or place of profit for us (except that of auditor or
auditor of one of our subsidiaries) in conjunction with his
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office of director, for such period and on such terms as to remuneration and
otherwise as the board of directors may arrange.
A director who is in any way (whether directly or indirectly) materially
interested in any contract or proposed contract with us shall declare the nature
of his interest at the meeting of the board of directors at which the question
of entering into the contract is first considered if he knows his interest then
exists or, in any other case, at the first meeting of the board of directors
after he knows that he is or has become so interested. A general notice given to
the board of directors by a director that he is to be regarded as having an
interest in any contract in which a specified person is interested shall be
deemed to be a sufficient disclosure in relation to such contract or proposed
contract.
A director shall not vote and shall not be counted in the quorum in relation to
any resolution of the board of directors concerning any contract or proposed
contract in which he is materially interested unless the resolution concerns any
of the following matters:
o the giving to any director of any security or indemnity in respect of money
lent or obligations incurred by him for the benefit of us;
o the giving to a third party of any security in respect of a debt or
obligation of us for which the director himself has assumed responsibility,
in whole or in part, under a guarantee or indemnity or by the giving of
security; or
o any contract by a director to subscribe for our shares or debentures under
an offer in which the director is or may be entitled to participate as a
holder of our securities or underwrite our shares or debentures.
Subject to compliance with such provisions, no director shall be liable to
account to us for any profit or other benefit realized by any such contract and
no such contract shall be avoided, on the grounds of any such interest or
benefit. In addition no director shall, without our consent, place himself in a
position in which his duty to us conflicts or may conflict with his personal
interests or his duties to other persons and, in particular, without such
consent and notwithstanding the above, a director shall not:
o use for his own advantage any of our money or property or any confidential
information or special knowledge obtained by him in his capacity as
director; or
o be interested directly or indirectly, otherwise than merely as a
shareholder or debentureholder in a public company, in any business which
competes with us.
Remuneration of directors
The fees payable to the directors shall be determined from time to time by an
ordinary resolution. The fees payable to directors may not be increased except
pursuant to an ordinary resolution passed at a general meeting, where notice of
the proposed increase has been given in the notice convening the meeting.
The directors are also entitled to be repaid all travelling and other expenses
properly incurred by them in the performance of their duties.
Fees payable to non-executive directors shall be by a fixed sum and not by a
commission or percentage of profit or turnover. Salaries payable to executive
directors may not include a commission or percentage of turnover.
Any director appointed to hold employment or executive office may, subject to
the provisions of the Companies Code, be remunerated by way of salary,
commission (other than a commission or percentage of turnover), share of
profits, participation in pension and retirement schemes, or partly in one way
and partly in another, as the board of directors may determine. However, such
director shall not be entitled to any remuneration additional to the fees to
which he is entitled as a director unless and until the terms of his appointment
to such office have been approved by ordinary resolution of our shareholders.
Loans to directors
The Companies Code prohibits us from making a loan to any person who is a
director or a director of any associated company, or entering into any guarantee
or providing any security in connection with a loan made to such a person by any
other person.
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Borrowing powers
The board of directors may exercise all our powers to borrow money and to
mortgage or charge our property and undertaking or any part thereof and to issue
debentures. These powers can be varied by amending our Regulations.
Accounts and audit
The board of directors is required to cause proper books of account to be kept
with respect to our financial position and changes therein and with respect to
the control of, and accounting for, all property acquired whether for resale or
for use in our business. Books of account should give a true and fair view of
the state of our affairs and enable proper profit and loss accounts and balance
sheets to be prepared in accordance with the requirements of the Companies Code.
The board of directors shall, at least once in every calendar year and at
intervals of not more than fifteen months, cause to be prepared and sent to
every member and debenture holder a copy of our profit and loss account and
balance sheet, together with a copy of the directors' report and the auditors'
report.
Auditors must be appointed by shareholders and their duties are regulated by the
Companies Code.
Inspection of register of members
There are no provisions in our Regulations relating to the inspection of the
register of members. However, under the Companies Code, we are obliged, save
where our register of members is permitted to be closed under the provisions of
the Companies Code, to keep our register of members (including any branch
register) open for inspection, during business hours, subject to such reasonable
restrictions as we may impose, but so that not less than two hours in each
business day shall be allowed for inspection. We are also required to make
available a copy of the register, or part thereof, on payment of the prescribed
fee.
Untraced shareholders
Subject to our Regulations, we may sell any shares registered in the name of a
member remaining untraced for 12 years who fails to communicate with us
following advertisement of an intention to make such a disposal. Until we can
account to the member, the net proceeds of sale will be available for use in our
business or for investment, in either case at the discretion of the board of
directors. The net proceeds will not carry interest.
Power to purchase our own shares
We, being so authorized by our Regulations, are permitted under Ghanaian law to
purchase our own shares, subject to compliance with the rules of the GSE and the
UK Listing Authority. However, the Companies Code provides that, when purchasing
our own shares, we shall comply with the following conditions:
o shares shall only be purchased out of a credit balance on our share deals
account or out of transfers to that account; before we first purchase any
of our shares we must transfer an amount at least equal to the costs of
such purchase to such account from income surplus and shall debit to such
account all costs expended on the purchase of any of our shares and shall
credit to such account the value received on the reissue of any of our
treasury shares;
o redeemable preference shares shall not be purchased at a price greater than
the lowest price at which they can be redeemed; and
o other than in respect of redeemable preference shares we shall restrict our
purchases of our own shares so that the total number of our shares or any
class of shares held by persons other than us is not less than 85% of the
total number of shares, or shares of that class, which have been issued.
Shares which are purchased by us shall be available for reissue by us unless we
by alteration of our Regulations cancel such shares. Until reissued or canceled
such shares are referred to as treasury shares.
No voting rights shall be exercised in respect of, and no dividends shall be
payable on, any treasury shares and, for most purposes, treasury shares are not
treated as issued shares for the purposes of the Companies Code.
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Before we can purchase any of our own shares, we will, in accordance with the
requirements of the UK Listing Authority, need to obtain shareholders' authority
for such purchase.
Protection of minorities
Under Ghanaian company law a minority shareholder of a company can only in
limited circumstances bring an action, either in his own name or in ours, to
redress a wrong done to us or to himself as a shareholder. However, a Ghanaian
court may permit a minority shareholder to bring such an action if the act
complained of is illegal or beyond our corporate power or which infringes our
Regulations or constitutes a fraud on the minority shareholders.
In addition, any member or debentureholder of a company may petition the court
on the ground that our affairs are being conducted, or the powers of the
directors are being exercised, in a manner oppressive to one or more of the
members or debentureholders or in disregard to their interests, or that an act
of ours has been done or is threatened or that some resolution of the members,
debentureholders or any class of them has been passed or is proposed which
unfairly discriminates against, or is otherwise unfairly prejudicial to, one or
more of the members or debentureholders. The Ghanaian court may make such order
as it thinks fit upon such an application including an order:
o directing or prohibiting any act or canceling or varying any transaction or
resolution;
o regulating our affairs in the future; or
o providing for the purchase of shares of any members by other members or by
ourselves with a consequential reduction in our stated capital.
A member may also bring an action against any director in respect of a breach by
such director of his fiduciary duties.
Golden Share
The Government of Ghana has been issued with the golden share entitling it to
the following rights which no other shareholder possesses:
o The holder is entitled to receive notice of and to attend and speak at any
general meeting of the members or at any separate meeting of the holders of
any class of shares, but the golden share does not carry the right to vote
the "golden share".
o The golden share may only be issued to, held by or transferred to a
Minister of the Government of Ghana or any person acting on behalf of the
Government and authorized in writing by such Minister.
o a return of assets in a winding-up or liquidation of us, the holder of the
golden share is entitled to the sum of one thousand cedis in priority to
any payment to other members, but the golden share confers no further right
to participate in our profits or assets. The golden share has no right to
dividend and no right to participate in any offer of securities to existing
shareholders or in any capitalization issue.
o The holder of the golden share may require us to redeem it at any time in
consideration of the payment of one thousand cedis. The golden share is not
redeemable at our option.
o Each of the following matters are accordingly only effective upon the
written consent of the holder of the golden share:
(i) any amendment to or removal of the rights of the golden
share;
(ii) a voluntary winding-up or voluntary liquidation of us;
(iii) the redemption of or purchase by us of the golden share;
(iv) the disposal of any mining lease held by us or any
subsidiary; and
(v) any disposal (other than a disposal in the ordinary course
of the business) which, alone or when aggregated with any
other disposal or disposals forming part of, or connected
with, the same or a
147
connected transaction, constitutes a disposal of the whole or a
material part of our assets taken as a whole.
Securities Industry Law
The Securities Industry Law of Ghana was introduced in 1993 and was amended by
the Securities Industry (Amendment) Act 2000. It regulates the stock market and
trading in securities.
This law introduced certain offences relating to trading in securities. Offences
have been created for, amongst others, false trading and market rigging
transactions, stock market manipulation, the making of false or misleading
statements, fraudulently inducing persons to deal in securities, short selling
and insider dealing. Specific exemptions have been created for the acts of short
selling on or through a stock market outside Ghana and the stabilization of the
price of securities on a stock market outside Ghana in compliance with any
relevant regulations applying thereto. However, since our shares are shares in a
Ghanaian company the provisions of the law generally apply to such transactions
or actions wherever effected. Contravention of these provisions of the
Securities Industry Law is a criminal offence; liability on conviction can
result in imprisonment for a term not exceeding three years and/or a fine not
exceeding 5.0 million cedis (approximately US$620).
In addition, since the new ordinary shares are or are to be listed on the
Official List of the LSE, the insider dealing provisions and the criminal
sanctions of the UK Criminal Justice Act 1993 also apply as do the provisions of
the UK Financial Services and Markets Act 2000 prohibiting behavior amounting to
"market abuse".
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DESCRIPTION OF OUR SHARE CAPITAL
The following table shows our authorized and issued share capital as at November
15, 2002:
Authorized
--------------------------------------------------------------------------------
200,000,000 ordinary shares of no par value 200,000,000
1 special rights redeemable preference share of no par value 1
--------------------------------------------------------------------------------
200,000,001
--------------------------------------------------------------------------------
Allotted and fully paid
Ordinary shares of no par value in issue 126,893,915
1 special rights redeemable preference share of no par value 1
--------------------------------------------------------------------------------
126,893,916
--------------------------------------------------------------------------------
The shares which have been issued are all fully paid. 559,405 ordinary shares
are currently held in treasury and are available for re-issue.
The new ordinary shares will, when issued, be in registered form and will be
capable of being held in certificated or uncertificated form.
None of the new ordinary shares or new GDSs have been marketed or are available
in whole or in part to the public other than pursuant to the rights issue.
Under the Companies Code, existing shareholders have a preferential right to
subscribe for further issues of shares, other than treasury shares, unless
otherwise approved in a general meeting. The shareholders' preferential rights
in respect of issues of shares were disapplied pursuant to the authority
referred to below.
Pursuant to an ordinary resolution passed at our annual general meeting held on
28 May 2002, the directors were generally and unconditionally authorized
pursuant to section 202(1) of the Companies Code to exercise the power to allot
and issue up to 38,000,000 ordinary shares of no par value of which (other than
pursuant to a rights issue or equivalent offer) only up to 5,600,000 ordinary
shares may be allotted for cash. We may, before the expiry of these
authorizations, enter into a contract to purchase shares which would, or might
be required to, be executed wholly or partly after such expiry and may make a
purchase of shares pursuant to such contract as if the said authority had not
expired, provided we will not make purchases unless the effect will be to
increase expected earnings per share and will only make purchases where it would
be in the best interests of our shareholders generally.
Immediately following the rights offering, assuming no exercise of outstanding
warrants or options or vesting of awards under any of our option schemes and
full exercise of rights under the rights issue (other than as to % of their
rights by Lonmin and the Government of Ghana and exchange of the MENSs), it is
expected that our authorized and issued share capital will be as follows:
Authorized Issued
--------------------------------------------------------------------------------
Ordinary shares 200,000,000
Special rights redeemable preference share 1 1
The 559,405 ordinary shares held in treasury and available for reissue do not
qualify for dividends nor do they have voting rights. We reserve the right to
issue treasury shares as part of the rights offering.
In November 1999, pursuant to a warrant commitment letter, Ashanti Warrants
Limited, one of our subsidiaries, issued unlisted warrants to subscribe for
mandatorily exchangeable securities under which the securityholders have the
option of converting the securities into our ordinary shares at any time at a
conversion price of US$3 per share. The warrants were issued in three equal
tranches with expiry dates for each tranche of 28 April 2004, 28 October 2004
and 28 April 2005. 13,945,122 out of a maximum of 19,835,001 of the warrants
have been exercised, leading to the issue of 13,945,122 of our ordinary shares.
As at November 15, 2002, the conversion rights of the outstanding warrants could
give rise to the issue of up to 5,889,879 ordinary shares. Following the rights
issue, the conversion terms of the warrants will be adjusted so that up to
ordinary shares could be issued upon conversion of the outstanding warrants.
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Under the MENs deed poll, ACSL has created and issued US$75.0 million of MENs
which, upon exchange following completion of the rights issue at an exchange
price of US$ (the rights issue price), would give rise to the issue of ordinary
shares.
As at November 15, 2002, options granted to acquire 3,438,410 ordinary shares
were outstanding in respect of the AGC Senior Management Share Option Scheme and
the respective tranches of options are exercisable at US$1.66, US$2.55, US$2.29
and US$4.88 per share up to 2012 as set out in the table below.
The table below sets out the maximum number of ordinary shares under option
under the AGC Senior Management Share Option Scheme as at November 15, 2002. The
options under the scheme below were granted for nil consideration:
Number
Option Price of Ordinary
Date of Grant Period of exercise US$ Shares
--------------------------------------------------------------------------------
July 13, 2000 July 13, 2003 - July 12, 2010 1.66 40,000
August 28, 2000 August 28, 2003 - August 27, 2010 2.55 50,000
May 3, 2004 - May 2, 2011
May 3, 2001 (Replacement Options) 2.29 1,761,760
May 3, 2001 May 3, 2004 - May 2, 2011 2.29 980,090
August 22, 2002 August 22, 2005 - August 21, 2012 4.88 606,560
Save as disclosed in the paragraphs above, no share capital is under option or
is agreed, conditionally or unconditionally, to be put under option.
On May 4, 2001, we issued 377,280 ordinary shares at a price of US$2.53 per
ordinary share under the AGC 1994 Employee Share Scheme of which 91,680 ordinary
shares were awarded to our directors.
On August 22, 2002, we issued 234,571 ordinary shares under the AGC 1994
Employee Share Scheme of which 129,871 ordinary shares were awarded to our
directors.
During the three years immediately preceding the date of this document, there
have been no other changes to our authorized and issued and fully paid share
capital except as set forth above.
During the three years immediately preceding the date of this document there has
been no material alternation in the issued share capital of any of our
subsidiaries (other than intra-group issues by wholly-owned subsidiaries).
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DESCRIPTION OF GLOBAL DEPOSITARY SECURITIES
Introduction
The Bank of New York will act as depositary for our GDSs which are being offered
in the rights offering. Each GDS represents an ownership interest in one share,
which we will deposit with the custodian, as agent of the depositary, under the
deposit agreement among us, the depositary and the holders of GDSs. Your GDSs
will be evidenced by what are known as global depository receipts, or GDRs,
which are represented in book-entry form.
The depositary's principal executive office is located at One Wall Street, New
York, NY 10286.
You may hold your GDSs either directly or indirectly through your broker or
other financial institution. If you hold GDSs directly, by having a GDS
registered in your name on the books of the depositary, you are a GDR holder.
This description assumes you hold your GDSs directly. If you hold GDSs through
your broker or financial institution nominee, you must rely on the procedures of
your broker or financial institution to assert the rights of a GDR holder
described in this section. You should consult with your broker or financial
institution to find out what those procedures are.
Because the depositary's nominee will actually be the registered owner of the
shares, you must rely on it to exercise the rights of a shareholder on your
behalf. The obligations of the depositary and its agents are set out in the
deposit agreement. The deposit agreement and the GDSs are governed by New York
law.
The following is a summary of material terms of that deposit agreement. This
summary is not complete and is subject to and qualified in its entirety by
reference to the deposit agreement. For more complete information, you should
read the entire deposit agreement and the form of GDR, which contains the terms
of your GDSs. A copy of the deposit agreement is filed as an exhibit to the
registration statement of which this prospectus forms a part. You may also
obtain a copy of the deposit agreement at the SEC's public reference room, which
is located at 450 Fifth Street, NW, Washington, D.C. 20549. You may obtain
information on the operation of the public reference room by calling the SEC at
1-800-732-0330.
The Depositary
Who is the depositary?
The Bank of New York, a New York banking corporation.
Share Dividends and Other Distributions
How will I receive dividends and other distributions on the shares underlying
my GDSs?
We make various types of distributions with respect to our securities. The
depositary is required to pay you the cash dividends or other distributions it
or the custodian receives on shares or other deposited securities. Except as
stated below, to the extent the depositary is legally permitted, it will deliver
these distributions to GDR holders in proportion to their interests in the
following manner:
o Cash. The depositary is required to distribute in US dollars any cash
dividend or other cash distribution it receives from us, subject to any
restrictions imposed by Ghanaian law, regulations or applicable permits,
appropriate adjustments for taxes withheld and the distribution being
impermissible or unfeasible with respect to certain registered holders.
o Shares. In the case of a distribution of shares, the depositary may (and
shall, if we so request) distribute to you, in proportion to the number of
GDSs representing the deposited securities you hold, additional GDRs
evidencing the amount of shares received as such dividend. Otherwise, the
depositary shall sell these shares and distribute any net proceeds in the
same way it distributes cash.
o Rights. In the case of a distribution of rights to subscribe for additional
shares or any rights of any other nature, the depositary, after
consultation with us to the extent practicable, will have discretion as to
the procedure to be followed to either make the rights available to you or
dispose of the rights and make the net proceeds available in US dollars to
you. If, by the terms of the rights offering or for any other reason,
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the depositary may not take either of these two options, then the
depositary shall allow the rights to lapse, in which case GDR owners will
receive nothing.
We have no obligation to file a registration statement under the Securities Act
in order to make any rights available to GDR holders.
o Other distributions. In the case of a distribution other than those
described above, the depositary shall, as promptly as practicable,
distribute pro rata the securities or property to you in any manner the
depositary may deem equitable and practicable. However, if the depositary
believes that a distribution cannot be made proportionately among the
Owners, or the depositary deems, for any other reason, that the
distribution is not feasible, then the depositary may, after consulting
with us, adopt another method it deems equitable and practicable, which may
include the public or private sale of the securities or property thus
received, and shall distribute any net proceeds in the same way it
distributes cash.
If the depositary or custodian receive foreign currency, to the extent that the
depositary, in its judgement, can do so on a reasonable basis, all foreign
currency will be converted, in a manner that the depositary determine, into US
dollars, subject to any government approval or license necessary to effect the
conversion.
The depositary is not responsible if it decides that it is unlawful or
impractical to make a distribution available to any GDR holder.
We cannot assure you that the depositary will be able to convert any currency at
a specified exchange rate or sell any property, rights, shares or other
securities at a specified price, nor that any of such transactions can be
completed within a specified time period.
Deposit, Transfer and Withdrawal
How does the depositary issue GDSs?
The depositary will issue GDSs if you or your broker deposit shares or evidence
of rights to receive shares with the custodian.
Shares deposited with the custodian must be accompanied by certain documents,
including instruments showing that these shares have been properly transferred
or endorsed to the person on whose behalf the deposit in being made.
The custodian will hold all deposited securities for the account of the
depositary. [GDR holders thus have no direct ownership interest in the Deposited
Shares and only have such rights as are contained in the deposit agreement.]
Upon each deposit of shares, receipt of related delivery documentation and
compliance with the other provisions of the deposit agreement, including payment
of the fees, charges and taxes as provided in the deposit agreement, the
depositary will execute and deliver at its corporate trust office to the person
named in the notice of the custodian delivered to the depositary or requested by
the person depositing shares with the depositary, a GDR or GDRs in the name of
the person entitled to them evidencing the number of GDSs to which that person
is entitled.
The depositary will refuse to accept shares for deposit whenever it is notified
in writing that the deposit would result in any violation of applicable laws.
How do GDR holders cancel a GDS and obtain deposited securities?
When you surrender your GDR at the corporate trust office of the depositary, the
depositary will, upon payment of the fees, governmental charges and taxes as
provided in the deposit agreement and subject to the terms and conditions of the
deposit agreement, deliver the amount of deposited securities represented by the
GDSs evidenced by the GDR.
The right of withdrawal is subject to compliance with US law or government
regulation relating to GDRs or the withdrawal of the deposited securities and no
actual delivery of shares will be made to any owner at an address within the
United States during the restricted period.
The depositary may only restrict the withdrawal of deposited securities in
connection with:
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o temporary delays caused by closing our, or the depositary's, transfer books
or the deposit of shares in connection with voting at a shareholders'
meeting, or the payment of dividends;
o the payment of fees, taxes and similar charges;
o compliance with any US or foreign laws or governmental regulations relating
to the GDRs or to the withdrawal of the deposited securities; or
o any other reason that may at any time be specified in paragraph 1(A) (1) of
the General Instructions to Form F-6, as from time to time in effect, or
any successor provision thereto.
Voting Rights
How do I vote?
If you are a GDR holder and the depositary asks you to provide it with voting
instructions, you may instruct the depositary how to exercise the voting rights
for the deposited shares which underlie your GDSs. After receiving voting
materials from us, the depositary will send you a notice containing the
following as soon as practicable:
o the information included in the notice of meeting we sent to the
depositary;
o a statement that you, as an owner as of the close of business on a
specified record date, will be entitled, subject to any applicable
provision of Ghanaian law and of our Regulations and to the provisions of
the deposited securities, to instruct the depositary how to exercise the
voting rights for the deposited securities that are represented by your
GDRs; and
o a statement about how instructions may be given.
Upon your timely written request, the depositary will try, so far as is
practical, to vote the deposited securities as you instruct and will not vote
the deposited securities in any other manner.
We cannot guarantee you that you will receive the notice described in this
paragraph in time for you to be able to instruct the depositary by the record
date and it is therefore possible that you will not have the opportunity to
exercise a right to vote.
As long as the depositary acts (or declines to act) in good faith the depositary
is not responsible for any failure to carry out instructions to vote any of the
deposited securities, for the manner in which any vote is cast or for the effect
of any vote.
Record Dates
Subject to the provisions of the deposit agreement, the depositary will fix a
record date (which will either be the same as the corresponding date fixed by us
or a different date fixed after consultation with us) in the following
circumstances:
o for the determination of the owners who are entitled (i) to receive any
dividend, distribution or rights, or the net proceeds from the sale of
deposited securities, or (ii) to give instructions for the exercise of
voting rights at any meeting of GDS holders or other deposited securities;
or
o for fixing the date on or after which each GDS will represent the changed
number of shares.
Reports and Other Communications
Will I be able to view your reports?
The depositary will make available for inspection by GDR holders at its
corporate trust office any reports and communications, including any proxy
soliciting material, received from us, which are both (a) received by the
depositary as the holder of deposited securities and (b) made generally
available to the holders of such deposited securities by us.
The depositary will also send to the GDR holders copies of such reports and
communications as it receives from us pursuant to the deposit agreement.
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Any reports and communications, including any proxy soliciting material, that we
furnish to the depositary will be in English.
Fees and Expenses
What fees will I be responsible for paying?
GDR holders will be responsible for the following charges for each deposit
(other than in respect of the initial deposit in connection with an exchange
offering) or withdrawal of shares or by any party surrendering GDRs or to whom
GDRs are issued:
o taxes and other governmental charges;
o such registration fees as may from time to time be in effect for the
registration of transfers of shares generally on any of our share registers
or those of our appointed agents and applicable to transfers of shares to
the name of the depositary or its nominee or the custodian or its nominee
on the making of deposits or withdrawals;
o any cable, telex and facsimile transmission expenses expressly provided in
the deposit agreement to be at the expense of persons depositing shares or
owners;
o expenses incurred by the depositary in the conversion of foreign currency
pursuant to the deposit agreement;
o a maximum fee of US$5.00 per 100 GDSs (or portion thereof) for the
execution and delivery or surrender of GDRs pursuant to the deposit
agreement;
o to the extent permitted by any securities exchange on which the GDSs may be
listed for trading, a maximum fee of US$0.02 per GDS for any cash
distribution made pursuant to the deposit agreement;
o any other fee payable by the depositary, any of the depositary's agents,
including the custodian, or agents of the depositary's agents in connection
with the servicing of shares or other depositary securities; and
o a fee for the distribution of proceeds of sales of securities or rights
pursuant to the deposit agreement. This fee (which may be deducted from any
proceeds) will be equal to the lesser of (i) the fee for the issuance to
owners of securities or shares received in exercise of rights distributed
to them pursuant to the GDRs, but which securities or rights are instead
sold by the depositary and the net proceeds distributed and (ii) the amount
of any proceeds.
We agree to pay fees and reasonable expenses and out-of-pocket charges of the
depositary and those of any other registrar only pursuant to agreements from
time to time between us and the depositary.
These provisions relating to fees and expenses have been altered pursuant to an
amendment agreement dated 2002 and will be effective following sixty days
notice to the GDR holders pursuant to the terms of the deposit agreement.
Payment of Taxes
GDR holders must pay any tax or other governmental charge payable by the
custodian or the depositary on any GDR or any deposited securities represented
by such GDR. The depositary may refuse to effect registration of transfer of a
GDR or to permit any transfer and any withdrawal of deposited securities
underlying that GDR until the necessary payment is made. It may also withhold
any dividends or other distributions in respect of any deposited securities or
may sell for the account of the holder thereof any part or all of the deposited
securities underlying a GDR and may apply such dividends, distributions, or the
proceeds of any sale to pay any tax or other governmental charge. The holder of
such GDR will remain liable for any deficiency.
Consolidations, reclassification, recapitalization and merger
If we take actions that affect the deposited securities, including (1) changes,
consolidation or other reclassification of Deposited Securities or (2) any
recapitalization, reorganization, merger or consolidation or sale of assets, any
securities received by the depositary or a custodian in exchange for, in
conversion of or in respect of deposited securities, then going forward our GDRs
shall be treated as new deposited securities
154
under the deposit agreement. However, the depositary may (and must, at our
request) execute new GDRs in the case of a share dividend or a call for the
surrender of outstanding GDRs to be exchanged for new GDRs specifically
describing the new deposited securities.
Amendment and Termination of the Deposit Agreement
How may the deposit agreement be amended?
We may agree with the depositary to amend the GDRs and the deposit agreement at
any without your consent. However, if the proposed amendment imposes or
increases any fees or charges (other than taxes, other governmental charges,
registration fees, delivery costs or other similar expenses), or otherwise
prejudices any substantial existing right of owners, then we must give you at
least 30 days' notice. If you continue to hold your GDR or GDRs when an
amendment becomes effective, you will be deemed to have agreed to the amendment
and will be bound by it. However, no amendment may impair your right to
surrender your GDRs and receive the deposited securities that they represent,
unless necessary in order to comply with mandatory provisions of applicable law.
How may the deposit agreement be terminated?
At our request, the depositary will at any time terminate the deposit agreement
by giving the GDR owners at least 30 days' prior notice. The deposit agreement
will also be terminated if the depositary gives us and the owners notice and no
successor depositary has been appointed in accordance with the terms of the
deposit agreement after 90 days after the notice to resign.
Upon the date of termination, you will be entitled to delivery of the amount of
deposited securities represented by the GDSs evidenced by your GDRs upon
surrender of your GDR at the corporate trust office of the depositary, payment
of the fee of the depositary for the surrender of GDRs as provided in the
deposit agreement and payment of any applicable taxes or governmental charges.
After termination, the collection of dividends and other distributions
pertaining to the deposited securities, the sale of rights and other property
and the delivery of underlying shares, together with any dividends or other
distributions received with respect to them and the net proceeds of the sale of
any rights or other property, in exchange for surrendered GDRs (after deducting
the fees and other expenses of the depositary set forth in the deposit agreement
and any applicable taxes or governmental charges) will continue. After the
expiration of one year from the date of termination of the deposit agreement,
the depositary may sell the deposited securities that remain and hold the
uninvested net proceeds together with any other case held under the deposit
agreement, unsegregated and without liability for interest, for the pro rata
benefit of the owners that have not yet surrendered their GDRs. These owners
then become general creditors of the depositary with respect to those net
proceeds and cash. After making this sale, the depositary will be discharged
from all obligations under the deposit agreement, except to account for net
proceeds and other cash (after deducting the fees of the depositary and other
expenses set forth in the deposit agreement and any applicable taxes or other
governmental charges).
Limits on Obligations and Liability to GDR Holders
Neither we nor the depositary nor any of our respective directors, employees,
agents or affiliates will be liable to any owner or beneficial owner if:
o by reason of any provision of any present or future law or regulation of
the United States, Ghana or any other country, or of any governmental or
regulatory authority or stock exchange; or
o by reason of any provision, present or future, of our Regulations; or
o by reason of any provision of any securities issued or distributed by us,
or any offering or distribution thereof; or
o by reason of any act of God or war or other circumstances beyond our or
their control,
we, the depositary or any of our respective directors, employees, agents or
affiliates are prevented, delayed or forbidden from, or subject to any civil or
criminal penalty on account of, doing or performing any act or thing in
accordance with the terms of the deposit agreement or the deposited securities.
155
Neither we nor the depositary are liable to any owner or beneficial owner by
reason of any non-performance or delay, caused for any of the reasons specified
above, in the performance of any act or thing which the terms of the deposit
agreement provide shall or may be done or performed, or by reason of any
exercise of, or failure to exercise, any discretion provided for under the
deposit agreement or our Regulations.
If we make a distribution (of whatever nature) and by virtue of applicable law
or for any other reason, the distribution cannot be made available to owners,
and the depositary is unable to dispose of the distribution on behalf of, and to
make the net proceeds of the disposal available to, those owners, then the
depositary shall not make the distribution, in accordance with the terms of the
deposit agreement, and shall, where such distribution comprises rights, allow
these rights to lapse.
Our obligations and those of the depositary under the deposit agreement are
limited to performing the obligations specifically set forth in that agreement
without negligence or bad faith.
Neither we nor the depositary are under any obligation to appear, prosecute or
defend any action, suit or other proceeding in respect of any deposited
securities or the GDRs unless indemnity satisfactory to it against all expense
or liability is furnished as often as may be required, and the custodian shall
not be under any obligation whatsoever with respect to such proceedings, the
responsibility of the custodian being solely to the depositary.
The depositary may own and deal in any class of our securities and our
affiliates and in GDRs.
Disclosure of Interests in and Limitation on Ownership of Deposited Securities
From time to time, we may limit ownership of GDSs or request you and other
holders and beneficial owners of GDSs to provide information, as required by our
Regulations or any applicable law governing any deposited securities. You agree
to comply with any disclosure requirements and ownership limitations.
Requirements for Depositary Actions
The GDRs are transferable on the books of the depositary, provided that the
depositary may, after consultation with us to the extent practicable, close the
transfer books at any time or from time to time when deemed expedient in
connection with the performance of its duties or at our request.
The depositary or custodian may refuse to do any of the following:
o execute and deliver or register a transfer of a GDR;
o split-up, combine or surrender of a GDR; or
o effect the withdrawal of any deposited securities,
until all of the following conditions have been met:
o the holder has reimbursed any tax or other governmental charge and any stock
transfer or registration fee for the transactions and paid of any applicable
fees payable by the holder;
o the holder has provided proof of citizenship or residence; and
o any exchange control approval or other information as the depositary deems
necessary or proper have been obtained.
The delivery, transfer and surrender of GDRs generally may be suspended during
any period when the transfer books of the depositary, us or the foreign
registrar are closed or we or the depositary decide it is necessary or
advisable.
Books of the Depositary
The depositary will keep books at its transfer office in the City of New York
(currently at 101 Barclay Street, New York, NY 10286), for the registration,
surrender and registration of transfers of GDRs, which will be open for
inspection by the owners at all reasonable times, provided that such inspection
shall not be for the purpose of communicating with owners in the interest of a
business or object other than our business or a mater related to the deposit
agreement or the GDRs.
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The depositary may, after consultation with us, appoint one or more co-transfer
agents for the purpose of effecting transfers, combinations and split-ups of
GDRs at designated transfer offices on behalf of the depositary. In carrying out
its functions, a co-transfer agent may require evidence of authority and
compliance with applicable laws and other requirements by owners or persons
entitled to GDRs and will be entitled to protection and indemnity to the same
extent as the depositary.
Pre-Releases of GDSs
The depositary may, subject to the terms and conditions of the deposit agreement
and any limitations established by the depositary, deliver GDRs prior to the
receipt of shares, a pre-release, unless we request otherwise. It may deliver
shares upon the receipt and cancellation of GDRs which have been pre-released,
whether or not cancellation occurs prior to the termination of the pre-release,
and regardless of whether the depositary knows that the GDR has been
pre-released. GDRs may be received in lieu of shares in satisfaction of a
pre-release.
Each pre-release must be:
o preceded or accompanied by a written representation and agreement from the
person to whom the GDRs are to be delivered, the pre-releasee, that the
pre-releasee or its customer (i) owns the shares or GDRs to be remitted, (ii)
assigns all beneficial right, title and interest in the shares or GDRs, to
the depositary for the benefit of the owners and (iii) will not take any
action with respect to the shares or GDRs, that is inconsistent with the
transfer of beneficial ownership (including, without the consent of the
depositary, disposing of such shares or GDRs, as the case may be) other than
in satisfaction of the pre-release;
o at all times fully collateralized with cash, US government securities or such
other collateral as the depositary determines, in good faith, will provide
substantially similar liquidity and security;
o terminable by the depositary on not more than five business days' notice; and
o subject to such further indemnities and credit regulations as the depositary
deems appropriate.
Pre-released shares will not normally exceed 30% of the shares deposited;
however, the depositary reserves the right to disregard this limit from time to
time as it deems reasonably appropriate, and may, with our prior written
consent, change this limit for purposes of general application. The depositary
may retain for its own account any compensation received by it in connection
with the foregoing.
The GDS depositary is a state-chartered New York banking corporation and a
member of the United Stated Federal Reserve System, subject to regulation and
supervision principally by the United States Federal Reserve Board. The GDS
depositary was constituted in 1784 in the State of New York. It does not have a
registration number. It is a wholly-owned subsidiary of The Bank of New York
Company, Inc., a New York corporation. The principal office of the GDS
depositary is located at 48 Wall Street, New York, NY 10286. Its principal
administrative offices are located at 101 Barclay Street, New York, NY 10286.
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EXCHANGE CONTROLS AND OTHER LIMITATIONS AFFECTING SECURITYHOLDERS
Ghana has a system of exchange control. The Exchange Control Act, 1961 and the
Exchange Control Regulations, 1961 provide the general statutory framework for
Ghanaian exchange control. Through them the Government of Ghana exercises its
policy of exchange control with respect to foreign investment in Ghanaian
companies and all dealings by residents of Ghana in securities with
non-residents and in foreign currency. The Mining Law modifies the exchange
control provisions that apply to holders of mining leases in Ghana. Holders of
mining leases, if permitted by the Bank of Ghana, have limited rights to retain
certain foreign exchange earnings overseas and to use such earnings for the
acquisition of mining inputs, which would not otherwise be readily available
without the use of such earnings. Where the net earnings of a holder of a mining
lease are in foreign currency, the holder is permitted to retain not less than
25% of foreign exchange earnings in an external account for acquiring machinery
and equipment, spare parts and raw materials as well as for certain other
payments, including dividend and debt service payments. Our operations in Ghana
are permitted to retain 60% to 80% of their foreign exchange earnings in such an
account. We remit the remainder of our foreign exchange earnings to Ghana and
convert them to cedis. Historically, this amount has equated approximately with
the amount of expenses we incur in cedis.
The consent of the Bank of Ghana has been given under the exchange control
regime for the free transferability of the our ordinary shares and our GDSs, the
payment of dividends in US dollars and the payment of dividends to external
residents. The consent applies equally to sales of rights to ordinary shares and
rights to GDSs. However, Ghanaian residents will require the consent of the Bank
of Ghana to remit any proceeds of sale and dividends received in US dollars.
There are no regulations in Ghana that would restrict or affect the remittance
of dividends to non-resident holders of securities.
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TAXATION
UK TAXATION
The comments below are of a general nature and are based on current UK law and
Inland Revenue published practice as at the date of this prospectus and so may
be subject to change. The summary only covers the principal UK tax consequences
of the rights offering and applies to you only if (i) you are the absolute
beneficial owner of ordinary shares or GDSs, and (ii) in the case of taxes on
income or capital gains, you are a company or individual, resident or ordinarily
resident in the UK for taxation purposes and not resident for taxation purposes
in any other jurisdiction. In addition, this summary (a) only addresses the UK
tax consequences for you where you hold ordinary shares or GDSs as capital
assets, and does not address the tax consequences which may be relevant to
certain other categories of UK holders - for example, dealers in securities, and
(b) assumes that there will be no register in the UK in respect of ordinary
shares or GDSs.
The following is intended only as a general guide and is not intended to be, nor
should it be considered to be, legal or tax advice to any particular holder of
ordinary shares or GDSs. The summary does not purport to be comprehensive or to
describe all of the potentially relevant tax consequences. If you are in any
doubt of your position in the UK, you should satisfy yourself as to the tax
consequences, including, specifically, the consequences under UK law and Inland
Revenue practice of the acquisition, ownership and disposal of ordinary shares
or GDSs in your own particular circumstances, by consulting your own tax
adviser.
Taxation of capital gains
The issue of new ordinary shares or GDSs by way of rights will be considered as
a reorganization of the Company's share capital for the purposes of UK tax on
capital gains. Accordingly, you will not be treated as making a disposal of your
ordinary shares or GDSs by reason of receiving your rights to new ordinary
shares or GDSs under the rights offering or by reason of taking up all or part
of those rights.
New ordinary shares or GDSs acquired under the rights offering in respect of any
existing holding of ordinary shares or GDSs will together with your existing
holding of ordinary shares or GDSs in respect of which the rights are taken up,
be treated as forming a single asset acquired on the date(s) of acquisition of
your existing holdings. The base cost of this asset will be the amount you
subscribe for new ordinary shares or GDSs aggregated with the acquisition cost
of your existing holding.
UK tax on capital gains may be payable if you sell or otherwise dispose of your
ordinary shares or GDSs. In relation to such future disposals:
o If you are a company in the UK, indexation allowance continues to be
available on both the existing and new holdings, although allowances will
only be available on the amount subscribed for new ordinary shares or GDSs
from the time when the subscription takes place.
o If you are a non corporate shareholder who is resident or ordinarily resident
in the UK, indexation allowance is only available on your existing holding up
to April 1998 (indexation allowance relief will not be available for amounts
paid for new ordinary shares or GDSs under this rights offering). From April
1998, taper relief is available instead. This reduces the taxable amount of
the gain arising on any subsequent disposal (after relief for any indexation
allowance) by a percentage amount, depending on how long ordinary shares or
GDSs are held and whether they qualify for the business or non-business rate
of taper relief. For the purposes of calculating your entitlement to taper
relief, when you dispose of your ordinary shares or GDSs, your new ordinary
shares or GDSs will be treated as having been acquired on the later of (1)
the date of original acquisition of your existing holding, and (2) 6 April
1998.
UK tax on capital gains may also be payable if:
o you sell or otherwise dispose of all or some of your rights to subscribe for
new ordinary shares or GDSs; or
o your rights lapse and you receive a cash payment.
However, if the proceeds resulting from a disposal or lapse of rights do not
exceed the greater of 'L'3,000 or 5 per cent of the market value (on the
date of lapse or disposal) of the holding to which your rights relate, the
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proceeds will normally be deducted from the acquisition cost of your holding in
computing the capital gain arising on any subsequent disposal of ordinary shares
or GDSs comprised in that holding, and the disposal or lapse of rights will not
then be treated as a disposal for capital gains purposes.
Taxation of dividends
A holder of ordinary shares or GDSs who is an individual resident in the UK will
generally be subject to UK income tax on the dividends paid by us, as foreign
source dividend income. If you are an individual who is resident in the UK, but
not domiciled in the UK (or who is a citizen of the Commonwealth or of the
Republic of Ireland and not ordinarily resident in the UK), you will only be
subject to income tax in respect of such dividends to the extent that they are
remitted, or treated as remitted, to the UK.
To the extent that a dividend paid by us to you represents income of an
individual who is subject to UK income tax at the higher rate, it will be
subject to income tax at the Schedule F upper rate (currently 32.5%). To the
extent that a dividend paid by us to you represents income of an individual who
is subject to UK income tax at a rate other than the higher rate, it will be
subject to income tax at the Schedule F lower rate (currently, 10%).
If you are a UK resident company, you will generally be subject to UK
corporation tax (currently 30%) on the gross amount of any dividends paid by us.
If you are a corporate shareholder which holds 10% or more of our voting power,
you will be entitled to a credit in respect of the attributable underlying
non-UK tax paid by us on the profits out of which the dividends on ordinary
shares or GDSs are paid.
Ghanaian tax withheld from dividend distributions will be treated as foreign
income tax that may be credited against your UK tax liability, subject to the UK
double tax relief rules.
No UK tax will be withheld from distributions in respect of our ordinary shares
or GDSs.
Stamp duty and stamp duty reserve tax
No UK stamp duty or stamp duty reserve tax will be payable on the issue of
provisional allotment letters or GDS rights certificates. On the assumption that
any form of transfer document relating to such letters or GDS rights
certificates is executed and retained outside the UK, no UK stamp duty or stamp
duty reserve tax should be payable on such transfer.
No UK stamp duty will be payable on the issue or a transfer of ordinary shares
or GDSs provided that, in the case of a transfer, no instrument of transfer is
executed in or brought into the UK.
No UK stamp duty reserve tax will be payable on an agreement to issue or
transfer ordinary shares or GDSs.
US TAXATION
The following is a discussion of material US federal income tax consequences of
the receipt, exercise and disposition of rights pursuant to the rights offering,
as well at the acquisition, ownership and disposition of ordinary shares or
GDSs. This discussion does not purport to be a comprehensive description of all
of the tax considerations that may be relevant to a particular holder of our
ordinary shares or GDS holder. The discussion applies to you only if you hold
ordinary shares or GDSs and rights as capital assets for tax purposes and it
does not address special classes of holders, such as:
o certain financial institutions;
o insurance companies;
o dealers and traders in securities or foreign currencies;
o persons holding ordinary shares, GDSs or rights as part of a hedge, straddle
or conversion transaction;
o persons whose functional currency for US federal income tax purposes is not
the US dollar;
o partnerships or other entities classified as partnerships for US federal
income tax purposes;
o persons liable for the alternative minimum tax;
o tax-exempt organizations;
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o persons holding ordinary shares, GDSs or rights that own or are deemed to own
more than 10% of any class of our stock; or
o persons who acquired our ordinary shares or GDSs pursuant to the exercise of
any employee stock option or otherwise as compensation.
This discussion is based on the US Internal Revenue Code of 1986, as amended,
administrative pronouncements, judicial decisions and final, temporary and
proposed Treasury regulations, all as currently in effect. These laws are
subject to change, possibly on a retroactive basis. Please consult your own tax
advisers concerning the US federal, state, local and foreign tax consequences of
the receipt, exercise and disposition of rights pursuant to the rights offering,
as well at the acquisition, ownership and disposition of ordinary shares or GDSs
in your particular circumstances.
The discussion below applies to you only if you are a beneficial owner of
ordinary shares or GDS and are, for US federal income tax purposes:
o a citizen or resident of the United States;
o corporation, or other entity taxable as a corporation, created or organized
in or under the laws of the United States or any political subdivision
thereof; or
o an estate or trust the income of which is subject to US federal income
taxation regardless of its source.
In general, if you hold GDSs, you will be treated as the holder of the
underlying shares represented by those GDSs for US federal income tax purposes.
Exchanges of ordinary shares for GDSs, GDSs for ordinary shares, ordinary share
rights for GDS rights and GDS rights for ordinary share rights generally will
not be subject to US federal income tax. The following discussion (except where
otherwise noted) therefore applies equally to US holders of ordinary shares and
GDSs, and the discussion applicable to ordinary shares is equally applicable to
GDSs.
Taxation of the Rights
Receipt of the Rights
The receipt of rights by you pursuant to the rights offering will be treated as
a non-taxable distribution with respect to your ordinary shares or GDSs for US
federal income tax purposes.
If the fair market value of the rights received by you is less than 15% of the
fair market value of your ordinary shares or GDSs on the date the rights are
received, the rights will be allocated a zero basis for US federal income tax
purposes, unless you affirmatively elect to allocate basis in proportion to the
relative fair market values of your ordinary shares or GDSs and the rights
received determined on the date of receipt. This election must be made in your
tax return for the taxable year in which the rights are received. On the other
hand, if the fair market value of the rights received by you is 15% or greater
than the fair market value of your ordinary shares or GDSs on the date the
rights are received, then your basis in your ordinary shares or GDSs must be
allocated between the ordinary shares or GDSs and the rights received in
proportion to their fair market values determined on the date the rights are
received. Unless you have a zero basis in your rights received, your basis in
your rights will be reduced by any basis allocable to fractional entitlements to
rights for which you receive any net proceeds from the sale of the ordinary
shares underlying such fractional entitlements. In this case, the basis
allocable to a fractional entitlement to GDS rights will be based on the fair
market value of such fractional entitlement relative to the fair market value of
the rights received.
Exercise of the Rights
The exercise of a right by you or on your behalf will generally not be a taxable
transaction for US federal income tax purposes. The basis of each new ordinary
share or GDS acquired upon exercise of the right by you or on your behalf will
equal the sum of the price paid for the ordinary share or GDS (which shall
include any Ghanaian or UK taxes payable by, or on behalf of, you in connection
with the exercise of the right) and your tax basis (as determined above), if
any, in the right exercised.
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Sale or Expiration of the Rights
For US federal income tax purposes, gain or loss you realize on a sale of rights
by you, including by the depositary on behalf of you, will be capital gain or
loss, and will be long-term capital gain or loss if your holding period for the
rights is more than one year. For these purposes, your holding period in rights
will include your holding period in the ordinary shares or GDSs with respect to
which the rights were distributed. The amount of your gain or loss will be equal
to the difference between your tax basis in the rights disposed of (as
determined above) and the amount realized on the disposition. Such gain or loss
will generally be US source gain or loss for foreign tax credit purposes.
In the event you allow rights to expire without selling or exercising them, the
rights will be deemed to have a zero basis and, therefore, you will not
recognize any loss upon the expiration of the rights. In addition, the tax basis
of the ordinary shares or GDSs with respect to which the expired rights were
distributed will remain unchanged compared to their basis prior to the rights
offering. In the event you receive any net proceeds from the sale of ordinary
shares or GDSs underlying any unexercised rights or fractional entitlements to
an GDS right, you will recognize gain or loss equal to the amount realized less
your adjusted basis in the ordinary shares or GDSs underlying the unexercised
rights or fractional entitlement to a right as determined above under "Exercise
of the Rights."
Taxation of the Ordinary Shares or GDSs
Taxation of Distributions on Ordinary Shares or GDSs
Distributions paid on ordinary shares or GDSs, to the extent paid out of current
or accumulated earnings and profits as determined under US federal income tax
principles, other than certain pro rata distributions of ordinary shares, will
be treated as a dividend. The amount of this dividend will include any amounts
withheld (or deemed withheld) by us or our paying agent in respect of Ghanaian
taxes. The amount of the dividend will be treated as foreign source dividend
income to you and will not be eligible for the dividends received deduction
generally allowed to US corporations under the US Internal Revenue Code of 1987,
as amended. Such dividends generally will constitute passive income for the
purposes of determining any available foreign tax credit. Distributions in
excess of current or accumulated earnings and profits will be treated first as a
tax free return of capital to the extent of your basis in the ordinary shares
and then as capital gain.
Any dividends paid in foreign currency will be included in your income in a US
dollar amount calculated by reference to the exchange rate in effect on the date
of your (or in the case of GDSs, the depositary's) receipt of the dividend,
regardless of whether the payment is in fact converted into US dollars. If the
dividend is converted into US dollars on the date of receipt, you generally
should not be required to recognize foreign currency gain or loss in respect of
the dividend income. You may have foreign currency gain or loss if you do not
convert the amount of such dividend into US dollars on the date of its receipt.
US holders of ordinary shares and GDSs are urged to consult their own tax
advisors with regard to their eligibility for claiming a foreign tax credit with
respect to dividends received on ordinary shares or GDSs and the procedures
required for claiming this credit. In selected circumstances, a US holder that
(i) has held ordinary shares or GDSs for less than a specified minimum period
during which it is not protected from risk of loss, (ii) is obligated to make
payments related to the dividends or (iii) holds the ordinary shares or GDSs in
an arrangement in which the holder's expected economic return, after non-US
taxes, is insubstantial will not be allowed a foreign tax credit for foreign
taxes imposed on dividends paid on ordinary shares or GDSs.
Sale and Other Disposition of Ordinary Shares or GDSs
For US federal income tax purposes, gain or loss you realize on the sale or
other disposition of ordinary shares or GDSs will be capital gain or loss, and
will be long-term capital gain or loss if you held the ordinary shares or GDS
for more than one year. For these purposes, your holding period in ordinary
shares or GDSs acquired upon exercise of a right will begin upon the date you
exercise the right. The amount of your gain or loss will be equal to the
difference between your tax basis in the ordinary shares or GDS disposed of and
the amount realized on the disposition. Such gain or loss will generally be US
source gain or loss for the purposes of determining any available foreign tax
credit.
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Information Reporting and Backup Withholding
Payment of dividends and sales proceeds that are made within the United States
or through certain US-related financial intermediaries generally are subject to
information reporting and to backup withholding unless (i) you are a corporation
or other exempt recipient or (ii) you provide a correct taxpayer identification
number and certify that no loss of exemption from backup withholding has
occurred.
The amount of any backup withholding from a payment to you will be allowed as a
credit against your United States federal income tax liability and may entitle
you to a refund, provided that the required information is furnished to the
Internal Revenue Service.
GHANA TAXATION
The following is a summary of certain Ghanaian taxation considerations for
non-Ghanaian resident absolute beneficial holders of our securities and may not
apply where the securities, or the income therefrom, are for tax purposes deemed
to belong to any other person, and may not apply to classes of person subject to
special tax rules. You should consult your own professional advisers as to the
taxation implications of holding our securities.
Dividends
Under current Ghanaian legislation, tax is withheld from our dividend payments
at the rate of 10 percent. No further tax is payable on dividends received. The
Government of Ghana has confirmed that any person who has an interest in or is a
beneficial owner of a GDS will be treated for Ghanaian tax purposes as the
beneficial owner of the underlying shares to which the GDS relates and will
thereby be treated as beneficially entitled to the dividends arising on those
shares for all Ghanaian tax purposes. Withholding tax of 10% is also withheld
from dividend payments made by us in the form of stock.
Under the Double Taxation Convention between Ghana and the United Kingdom a UK
resident holder of our securities, being an individual (or a company holding 10
percent or less of our outstanding voting securities), is liable to Ghanaian tax
at the domestic rate of 10 percent, which will be withheld from dividend payment
by us. Where the holder is a UK resident company holding at least 10 percent of
our voting power, the rate at which Ghanaian tax is withheld is reduced to 7.5
percent.
There is currently no double taxation convention in force between Ghana and the
United States.
Capital Gains
Capital gains arising on a disposal of securities listed on the GSE are exempt
from Ghanaian capital gains tax until October 31, 2005. The Government of Ghana
has confirmed that the disposal of an interest in a GDS will be treated as a
disposal of the underlying shares for Ghanaian capital gains tax purposes and
will thereby be exempt from Ghanaian capital gains tax under current law and
practice.
Gift Taxation
Liability to gift tax may arise on the transfer by gift of shares or interests
in GDSs if the open market value of the shares at the time of the gift exceeds
c500,000 (approximately US$60) (subject to certain exemptions). The tax is
payable by the donee of the gift.
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OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
We estimate the fees and expenses to be incurred in connection with the issuance
and distribution of the rights, the ordinary shares and the GDSs in this rights
offering to be as follows:
Securities and Exchange Commission registration fee ................. US$8,202
New York Stock Exchange listing fee .................................
Legal fees and expenses .............................................
Accounting fees and expenses ........................................
Printing and engraving costs ........................................
Blue sky fees and miscellaneous expenses ............................
Total ...............................................................
All of these fees and expenses will be paid by us.
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WHERE YOU CAN FIND MORE INFORMATION
We have filed with the SEC a registration statement, of which this prospectus
constitutes a part, on Form F-1, with respect to the rights and ordinary shares
being issued in this rights offering. This prospectus does not contain all of
the information set forth in the registration statement and the exhibits and
schedules to the registration statement, because some parts have been omitted in
accordance with rules and regulations of the SEC. For further information about
us and the rights, ordinary shares and GDSs being issued in this rights
offering, please refer to the registration statement and exhibits and schedules
filed as part of the registration statement.
We also file annual and special reports and other information with the SEC. A
copy of this registration statement, including the exhibits and schedules
thereto, and our other filings may be inspected without charge and obtained at
prescribed rates at the public reference section of the SEC at 450 Fifth Street,
NW, Washington, D.C. 20549 and is also available at the SEC's website at
http://www.sec.gov. Please call the SEC at 1-800-732-0330 for further
information on the operation of the public reference rooms.
As a foreign private issuer, we are exempt from the rules under the Securities
Exchange Act of 1934, or the Exchange Act, prescribing the furnishing and
content of proxy statements to shareholders, and our officers, directors and
principal shareholders are exempt from the "short-swing profits" reporting and
liability provisions contained in Section 16 of the Exchange Act and the rules
under the Exchange Act.
Our GDSs representing our ordinary shares are listed on the New York Stock
Exchange and the London Stock Exchange and our ordinary shares are listed on the
Official List of the UK Listing Authority and traded on the London Stock
Exchange. You can consult reports and other information about us that we have
filed pursuant to the rules of the New York Stock Exchange, the UK Listing
Authority and the London Stock Exchange at those bodies.
We intend to furnish our shareholders with annual reports containing financial
statements audited by our independent auditors and quarterly reports containing
unaudited financial information.
The GDSs have been registered separately with the SEC on Form F-6.
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ENFORCEABILITY OF CIVIL LIABILITIES
We are a public limited company incorporated under the laws of Ghana. Almost all
of our directors and officers, and the experts named in this document, reside
outside the United States, principally in Ghana and the United Kingdom. Almost
all of our assets and the assets of such persons are located outside the United
States. You may not be able, therefore, to effect service of process within the
United States upon us or these persons or to enforce, in US courts, judgments
against them, or us, obtained in those courts based upon the civil liability
provisions of the federal securities laws of the United States. Norton Rose, our
UK legal adviser, has advised us that there is substantial doubt as to the
enforceability in England and Wales, in original actions or in actions for
enforcement, of judgments of US courts based on the civil liability provisions
of the federal securities laws of the United States. Further, Tetteh & Co., our
Ghanaian legal adviser, has advised us that there is substantial doubt as to the
enforceability in Ghana, in original actions or in actions for enforcement, of
judgments of US courts based on the civil liability provisions of the federal
securities laws of the United States.
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VALIDITY OF SECURITIES
Norton Rose, our US counsel, located at Kempson House, Camomile Street, London
EC3A 7AN, U.K., will pass upon selected matters related to the validity of the
global depositary receipts evidencing global depositary securities. The validity
of the ordinary shares will be passed upon by Merene Botsio-Philips, our General
Counsel.
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EXPERTS
The consolidated financial statements as of December 31, 2001, 2000 and 1999 and
for each of the years then ended included in this prospectus have been audited
by Deloitte & Touche, Ghana, independent auditors, as stated in their report
appearing herein, and have been so included in reliance upon the report of such
firm given upon their authority as experts in accounting and auditing. Deloitte
& Touche, Ghana, consent to the inclusion in this prospectus of such report, in
the form and content in which it is included, and authorize the contents of such
report for the purpose of Regulation 6(1)(e) of the Financial Services and
Markets Act (Official Listing of Securities) Regulations 2001.
Our auditors are Deloitte & Touche, Ghana, Chartered Accountants of P.O. Box
453, 4 Liberation Road, Accra, Ghana, for the period covered by the financial
information included in this document and they have been our auditors since
1991. Deloitte & Touche, Ghana were joint auditors with Pannell Kerr Forster for
the period beginning in 1991 until end of 1999.
The financial information set out in this document does not constitute statutory
accounts within the meaning of section 240 of the Companies Act 1985. Our
statutory accounts have been prepared for each of the three years ended December
31, 2001. Our auditors have audited the accounts and our consolidated accounts
for each of the three years in the period ended December 31, 2001, and have made
reports under the Companies Code in respect of each set of statutory accounts
and each such report was unqualified. The statutory accounts for the three
financial years ended December 31, 2001, have been delivered to the Registrar of
Companies in Ghana.
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ADDITIONAL INFORMATION
We were established pursuant to the Mining Operations (Government Participation)
Decree, 1972 (N.R.C.D. 132), or the 1972 Decree, with the name Ashanti
Goldfields (Ghana) Corporation Limited to take over with effect from October 1,
1972, the assets, business, objects and functions in Ghana formerly carried on
by an English company formerly named Ashanti Goldfields Corporation Limited. By
the Mining Operations (Government Participation) (Amendment) Decree, 1973
(N.R.C.D. 206) our name was changed to Ashanti Goldfields Corporation (Ghana)
Limited.
We were incorporated in Ghana under the Companies Code on August 19, 1974, as a
private company limited by shares with registration number 7094.
By the Mining Operations (Government Participation) (Repeal) Act, 1993 (Act
465), or the 1993 Act, the 1972 Decree (as amended) was repealed but the 1993
Act specifically provided for us to continue to exist as a private company
incorporated under the Companies Code.
We changed our name to Ashanti Goldfields Company Limited on January 31, 1994,
and became a public company limited by shares on March 5, 1994.
We have made an application to list the new ordinary shares on the Ghana
Stock Exchange, or GSE. The GSE assumes no responsibility for the correctness of
any of the statements made or opinions or reports expressed or contained in this
document. Admission to the First List of the GSE is not to be taken as an
indication of our merits or of the merits of our ordinary shares. It is expected
that dealings in our ordinary shares will commence on the GSE on , 2003.
Outstanding ordinary shares are already listed on the GSE.
The Registrar of Companies, Ghana in his absolute discretion has granted a
waiver of the provisions of Part A of Chapter IV of the Companies Code in
respect of the rights offering set out in this document in accordance with
s.291(A) of the Companies Code, 1963 (as amended). The Council of the GSE has
granted a dispensation from the application of certain of the Listing
Regulations in respect of the rights offering set out in this document.
We occupy a number of establishments pursuant to the terms of our mining leases
and licenses. Our other principal establishments from which we operate are as
follows:
Approximate Rent per
Location Use area Tenure Term of Lease annum
---------------------------------------------------------------------------------------------
Gold House Head Office 0.79 acres Leasehold 50 years Cedis
Patrice Lumumba Road from 118,500
Roman Ridge February 1 subject to
PO Box 2665 1987 review after
Accra every
seventh year
of the lease
---------------------------------------------------------------------------------------------
3rd Floor Office 1,430 sq. Leasehold 3 years from 'L'24,400
12-14 Ridgeway Street feet September
Douglas 1, 2001
Isle of Man
IM1 1EN
=============================================================================================
169
The average number of employees of our group for the three years ended December
31, 2001 was as follows:
December 2001 December 2000 Decembed 1999
--------------------------------------------------------------------------------
Underground mining 4,777 4,854 5,284
Surface mining 2,439 2,565 2,716
Administration 2,973 3,010 3,200
--------------------------------------------------------------------------------
Total 10,189 10,429 11,200
================================================================================
170
DOCUMENTS ON DISPLAY
Copies of the following documents will be available for inspection during normal
business hours on any weekday (Saturday, Sunday and public holidays excepted) at
our registered office at Gold House, Patrice Lumumba Road, Roman Ridge, Accra,
Ghana, and at the offices of Norton Rose, Kempson House, Camomile Street, London
EC3A 7AN, up to and including , 2003:
o our Regulations;
o the material contracts referred to in the section titled "Material
Contracts" above;
o the Companies Code, the Securities Industry Law and the Mining Law;
o our directors' service agreements referred to in the section titled
"Management" above;
o the letters of appointment of our non-executive directors referred to in
the section titled "Management" above;
o our audited consolidated accounts for the years ended December 31, 2000 and
December 31, 2001;
o our third quarter 2002 results;
o the independent auditor's report of Deloitte & Touche, Ghana, set out in
this document;
o the consent of Merene Botsio-Phillips in respect of her opinion referred to
in the section titled "Validity of Securities";
form and context in which it appears;
o the consent of Deloitte & Touche, Ghana, referred to in the section titled
"Experts";
o the Deposit Agreement; and
o this document.
171
INDEX TO FINANCIAL STATEMENTS
Audited Consolidated Financial Statements
Independent Auditors' Report F-1
Profit and Loss Accounts F-2
Balance Sheets F-3
Cash Flow Statements F-4
Reconciliation of Movements in Shareholders' Funds F-5
Notes to the Consolidated Financial Statements F-6
Unaudited Interim Financial Information
Profit and Loss Accounts F-45
Balance Sheets F-46
Cash Flow Statements F-47
Notes to the Financial Information F-48
172
ASHANTI GOLDFIELDS COMPANY LIMITED
INDEPENDENT AUDITORS' REPORT
To the Board of Directors and Shareholders of Ashanti Goldfields Company
Limited, Accra, Ghana.
We have audited the accompanying consolidated balance sheets of Ashanti
Goldfields Company Limited as of December 31, 2001, 2000 and 1999, and the
related consolidated profit and loss accounts, cash flow statements and the
reconciliation of movements in shareholders' funds for each of the years then
ended. These consolidated financial statements are the responsibility of the
Company's directors. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United Kingdom and United States of America. Those standards require that
we plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statements presentation. We believe that our
audits provide a reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all material
respects, the financial position of the Company as of December 31, 2001, 2000
and 1999, and the results of its operations and its cash flows for each of the
years then ended, in conformity with accounting principles generally accepted in
the United Kingdom.
Accounting principles generally accepted in the United Kingdom vary in certain
respects from accounting principles generally accepted in the United States of
America. The application of the latter would have affected the determination of
shareholders' equity at December 31, 2001, 2000 and 1999 and the profit/loss
attributable to shareholders for each of the years then ended to the extent
summarized in note 31.
Deloitte & Touche
Accra, Ghana
June 28, 2002, except for note 31, as to which the date is November 25, 2002
F-1
Profit and Loss Accounts
For the year ended December 31
2001
Interest in
2001 joint 2001
Group venture (1) Total 2000 1999
Note US$m US$m US$m US$m US$m
-------------------------------------------------------------------------------------------------
Revenue 2 477.7 76.7 554.4 582.2 582.1
-------------------------------------------------------------------------------------------------
Operating costs (276.3) (38.9) (315.2) (324.3) (319.8)
Other costs (31.7) (2.8) (34.5) (40.3) (38.9)
Exceptional operating costs 3 -- -- -- (215.2) (79.1)
Royalties (10.8) (2.2) (13.0) (13.7) (12.2)
Depreciation and amortization 4 (82.3) (12.6) (94.9) (114.8) (114.9)
-------------------------------------------------------------------------------------------------
Total costs (401.1) (56.5) (457.6) (708.3) (564.9)
-------------------------------------------------------------------------------------------------
Operating profit/(loss) 4 76.6 20.2 96.8 (126.1) 17.2
Exceptional provision for loss on
disposal of fixed assets 5 -- -- (171.1)
Net profit on sale of businesses 6 -- 46.6 0.2
-------------------------------------------------------------------------------------------------
Profit/(loss) on ordinary activities
before interest 96.8 (79.5) (153.7)
Net interest payable - group 8 (21.6) (51.3) (29.9)
- joint venture 8 (7.8) -- --
-------------------------------------------------------------------------------------------------
Profit/(loss) on ordinary activities
before taxation 67.4 (130.8) (183.6)
Taxation 9 (6.8) (8.8) (2.7)
-------------------------------------------------------------------------------------------------
Profit/(loss) on ordinary activities
after taxation 60.6 (139.6) (186.3)
Equity minority interests 2.1 (1.5) 2.4
-------------------------------------------------------------------------------------------------
Profit/(loss) attributable to
shareholders 62.7 (141.1) (183.9)
Dividend 10 -- -- --
-------------------------------------------------------------------------------------------------
Retained profit/(loss) for the year 24 62.7 (141.1) (183.9)
-------------------------------------------------------------------------------------------------
Earnings/(loss) per share (US$) 11 0.56 (1.25) (1.64)
Diluted earnings/(loss) per share (US$) 11 0.55 (1.79) (1.76)
-------------------------------------------------------------------------------------------------
(1) The separate presentation of Interest in joint venture for 2001 is required
in accordance with accounting principles generally accepted in the United
Kingdom. There was no such interest requiring separate presentation in 2000
and 1999.
See notes to the financial statements
F-2
Balance Sheets
As at December 31
2001 2000 1999
Note US$m US$m US$m
---------------------------------------------------------------------------------------------
Fixed assets
Intangible assets 12 18.8 21.5 131.5
Tangible fixed assets 13 612.9 645.8 1,008.0
Investments - Geita joint venture 14 81.7 69.3 --
-------------------------
- Share of gross assets and goodwill 190.2 179.0 --
- Share of gross liabilities (108.5) (109.7) --
-------------------------
- Loans to joint venture and other investments 14 32.6 32.6 --
---------------------------------------------------------------------------------------------
746.0 769.2 1,139.5
---------------------------------------------------------------------------------------------
Current assets
Stocks 15 73.5 77.8 76.4
Debtors 16 16.1 15.6 31.8
Cash and liquid resources 17 55.2 73.6 89.7
---------------------------------------------------------------------------------------------
144.8 167.0 197.9
---------------------------------------------------------------------------------------------
Creditors: amounts falling due within one year
Creditors 18 (155.0) (169.0) (181.6)
Borrowings 19 (25.3) (7.2) (159.4)
---------------------------------------------------------------------------------------------
(180.3) (176.2) (341.0)
---------------------------------------------------------------------------------------------
Net current liabilities (35.5) (9.2) (143.1)
Total assets less current liabilities 710.5 760.0 996.4
Creditors: amounts falling due over one year
Creditors 18 (49.8) (98.2) (155.4)
Borrowings 19 (300.6) (358.5) (423.2)
Provision for liabilities and charges 21 (19.8) (24.5) (25.5)
---------------------------------------------------------------------------------------------
340.3 278.8 392.3
=============================================================================================
Capital and reserves
Stated capital 22 545.2 544.3 544.3
Reserves 24 (206.9) (269.6) (153.1)
---------------------------------------------------------------------------------------------
Equity shareholders' funds 338.3 274.7 391.2
Equity minority interests 2.0 4.1 1.1
---------------------------------------------------------------------------------------------
340.3 278.8 392.3
=============================================================================================
See notes to the financial statements
F-3
Cash Flow Statements
For the year ended December 31
2001 2000 1999
Note US$m US$m US$m
-----------------------------------------------------------------------------------------
Cash flow from operating activities 26 95.4 149.4 120.3
-----------------------------------------------------------------------------------------
Returns on investments and servicing of finance
Interest received 2.0 4.7 4.5
Interest paid (24.4) (61.1) (33.3)
-----------------------------------------------------------------------------------------
Net cash outflow from returns on investments
and servicing of finance (22.4) (56.4) (28.8)
-----------------------------------------------------------------------------------------
Taxation
Corporate tax paid (2.9) (5.8) (3.4)
-----------------------------------------------------------------------------------------
Capital expenditure and financial investment
Purchase of tangible fixed assets (49.6) (145.6) (189.0)
Sale of tangible fixed assets -- 0.9 --
Purchase of investments -- (1.5) --
-----------------------------------------------------------------------------------------
Net cash outflow from capital expenditure
and financial investment (49.6) (146.2) (189.0)
Acquisitions 25 -- (0.5) --
Disposals 25 -- 230.8 7.4
Equity dividends paid -- -- (7.5)
-----------------------------------------------------------------------------------------
Cash inflow/(outflow) before use of liquid
resources and financing 20.5 171.3 (101.0)
Management of liquid resources 9.7 13.3 11.3
-----------------------------------------------------------------------------------------
Cash inflow/(outflow) before financing 30.2 184.6 (89.7)
Financing 27 (40.6) (186.3) 74.5
-----------------------------------------------------------------------------------------
Decrease in cash (10.4) (1.7) (15.2)
=========================================================================================
Reconciliation of net cash flow to movement in net debt
Decrease in cash (10.4) (1.7) (15.2)
Decrease in liquid resources (9.7) (13.3) (11.3)
-----------------------------------------------------------------------------------------
(20.1) (15.0) (26.5)
Cash outflow/(inflow) from financing 40.6 186.3 (74.5)
Other non-cash movements 28 0.9 29.5 (14.5)
-----------------------------------------------------------------------------------------
Movement in net debt 21.4 200.8 (115.5)
Net debt at January 1 (292.1) (492.9) (377.4)
-----------------------------------------------------------------------------------------
Net debt at December 31 28 (270.7) (292.1) (492.9)
=========================================================================================
See notes to the financial statements
F-4
Reconciliation of Movements in Shareholders' Funds
For the year ended December 31
2001 2000 1999
US$m US$m US$m
--------------------------------------------------------------------------------
Profit/(loss) for the year 62.7 (141.1) (183.9)
Dividend -- -- --
--------------------------------------------------------------------------------
62.7 (141.1) (183.9)
New share capital issued 0.9 -- 25.7
Goodwill written back on disposal -- 24.6 --
--------------------------------------------------------------------------------
63.6 (116.5) (158.2)
Opening shareholders' funds 274.7 391.2 549.4
--------------------------------------------------------------------------------
Closing shareholders' funds 338.3 274.7 391.2
================================================================================
There are no recognized gains or losses other than as disclosed in the Profit
and Loss Account.
See notes to the financial statements
F-5
1. Summary of significant accounting policies
The principal accounting policies adopted by the Company and used in the
preparation of these financial statements are set out below. The accounting
policies used in preparing the financial statements are consistent with
those used by the Company in its financial statements for the periods ended
December 31, 2000 and 1999.
Basis of accounting
The financial statements have been prepared under the historical cost
convention and in accordance with accounting principles generally accepted
in the United Kingdom ("UK GAAP").
Basis of consolidation
The Company's financial statements comprise a consolidation of the results,
assets and liabilities of Ashanti and its subsidiary undertakings and joint
ventures. The results and cash flows of subsidiaries acquired or disposed
of in the year are included in the consolidated profit and loss account and
the consolidated cash flow statement from the date of acquisition or up to
the date of disposal.
Goodwill
Goodwill, arising from the purchase of subsidiary undertakings and
interests in joint ventures represents the excess of the fair value of the
purchase consideration over the fair value of the net assets acquired.
Goodwill in accordance with Financial Reporting Standards ("FRS") 10,
Goodwill and intangible assets, is capitalized and amortized over the life
of the underlying mine assets. Prior to January 1, 1998, goodwill was
charged to reserves in the year of acquisition.
On the subsequent disposal or termination of a previously acquired
business, the profit or loss on disposal or termination is calculated after
charging or crediting the amount of any goodwill previously charged to
reserves or capitalised and not yet charged to the profit and loss account.
Joint ventures
A joint venture is an entity in which the Company holds a long-term
interest and which is jointly controlled by the Company and one or more
ventures under a contractual arrangement. The results of joint ventures are
accounted for using the gross equity method of accounting.
Transactions in other currencies
Monetary assets and liabilities denominated in currencies other than the US
dollar are translated at the rates of exchange ruling at the year end.
Transactions denominated in currencies other than US dollars are translated
at the rates ruling at the dates of the transactions. All translation
differences are taken to the profit and loss account.
Revenue recognition
Sale of bullion is recognized when dore is produced in the gold room. The
proceeds from sales of bullion produced prior to the year end but which
have not been received are included as 'gold in transit' within cash
balances.
Exploration costs
Exploration costs incurred prior to the establishment of a commercially
minable deposit are charged against profits.
Tangible fixed assets
Tangible fixed assets are recorded at cost less accumulated depreciation,
which includes provision for impairment. Repairs and maintenance
expenditures are charged against profits as incurred. Major improvements
and replacements that extend the useful life of an asset are capitalized.
Once it has been established that a commercially minable deposit exists,
mine development costs, including interest costs, are capitalized as
tangible fixed assets. Mine development costs consist of those expenditures
necessary to gain access to ore bodies prior to production and to extend
production in an existing ore body, including costs of removing overburden,
constructing underground shaft stations, and extending tunnels.
Tangible fixed assets are depreciated as follows:
Development costs, plant and equipment and processing plants are
depreciated over the life of the mine using the unit of production method,
or on a straight-line basis over their estimated useful lives if shorter.
Under the unit of production method, the Company estimates the amortization
rate based on actual production over total proven and probable reserves.
For mining operations with both underground and surface mining,
amortization rates are calculated separately for the respective assets.
This rate is then applied to actual costs incurred to arrive at the
amortization expense for the period.
F-6
Buildings are depreciated on a straight-line basis. Following are the
estimated useful lives of assets that are depreciated using the
straight-line basis:
Externally purchased software 3 years
Vehicles 5 years
Plant and equipment 5 to 15 years
Buildings up to 30 years
Estimated useful lives are reviewed on an annual basis in conjunction with
the life-of-mine plan. Tangible fixed assets are reviewed for impairment if
events or changes in circumstances indicate that the carrying amount may
not be recoverable. At such time, in accordance with FRS 11, Impairment of
fixed assets and goodwill ("FRS 11") the recoverable amount, that is the
value in use of the asset or its disposal value, if higher, is compared to
the carrying value of the income generating unit and an impairment charge
is recorded if necessary. The Company considers hedging gains and losses in
calculating the net present value of expected future cash flows for mines,
unless there are any mine-specific issues that render such allocation
unreasonable and unsupportable.
Stocks
Stocks are valued at the lower of cost and net realizable value (which
includes an appropriate proportion of production overheads).
Costs are assigned to stocks on hand by the method most appropriate to each
class of stock with the majority being valued on an average cost basis.
Costs of production include fixed and variable direct costs and an
appropriate portion of fixed overhead expenditure.
Interest and finance costs
Interest is capitalized in respect of mine developments as part of tangible
fixed assets from the time that it has been determined that a commercially
minable deposit exists up to the commencement of production. All other
interest costs are charged against profits as incurred.
Front-end fees, commitment fees and other costs associated with the initial
loan are deferred and amortized over the life of the loan to give a
constant rate of return on the outstanding loan balance.
Derivative financial instruments
The Company uses derivative instruments to hedge its exposures to
fluctuations in gold prices. In order to protect against the impact of
falling gold prices, the Company enters into hedging transactions which
provide a minimum price for production and allow the Company to take
advantage of increases in gold prices. Instruments are accounted for as a
hedge when they have been entered into to manage gold prices and are within
limits established by the Board of Directors.
Hedging transactions are used as part of the Company's protection and
commitment programme. Protected ounces represent future sales of gold for
which the future price of gold has been fixed. Committed ounces represent
future obligations of the Company to deliver gold at an agreed upon maximum
price.
Receipts and payments on interest rate instruments are recognized on an
accruals basis over the life of the instrument. Gains or losses on other
hedging contracts, including premiums receivable and payable on options are
recognized in the profit and loss account as designated production is
delivered. In the case of earlier settlement of hedge contracts, gains or
losses are deferred and brought into income at the originally designated
delivery date.
Deferred taxation
Provision is made for deferred taxation only to the extent that it is
probable that a liability or asset will crystallize in the foreseeable
future.
Environmental and site restoration obligations
The expected costs of any committed decommissioning or other site
restoration programs incurred during the construction phase, discounted at
the weighted average cost of capital, are provided for and capitalized at
the beginning of each project and amortized over the life of the mine using
the units of production method. Additional provisions are recorded during
the production phase as environmental liabilities arise with a
corresponding charge to operating results. Such costs are estimated based
on studies performed by independent environmental specialists and represent
management's best current estimate of amounts that are expected to be
incurred when the remediation work is performed within current laws and
regulations or the terms of respective mining licenses.
F-7
Pre-stripping and stripping costs
Pre-stripping costs are the costs of removing overburden to expose ore
after it has been determined that a commercially minable deposit exists,
prior to the commencement of production. These costs are capitalized as
tangible fixed assets and, upon commencement of production, depreciated
using the unit of production method based on probable and proven reserves.
Stripping costs are costs associated with the removal of waste materials
after gold production has commenced. Over the life of the mine, stripping
costs are deferred when the actual stripping ratio is above the average and
then charged to operations when the actual stripping ratio falls below the
average. This policy results in the smoothing of mine production costs over
the life of the mine, which is a practice unique to the mining industry.
The full amount of deferred stripping costs may not be expensed until the
end of the mine.
Stripping costs are assessed for recoverability on an annual basis based on
current factors surrounding the mine and adjustments made to the life of
mine plan. If the recoverable value has fallen below cost, the asset is
written down to its recoverable value. If the actual stripping ratio falls
below the average stripping ratio, a deferred liability is recorded.
Leases
Assets held under finance leases and hire purchase contracts are
capitalized at their fair value on the inception of the leases and
depreciated over the shorter of the period of the lease and the estimated
useful economic lives of the assets. The finance charges are allocated over
the period of the lease in proportion to the capital amount outstanding and
are charged to the profit and loss account.
Operating lease rentals are charged to the profit and loss account in equal
annual amounts over the lease term.
2. Revenue
2001 2000 1999
US$m US$m US$m
---------------------------------------------------------------------------
Bullion revenue 381.7 485.2 438.1
Gain on hedging transactions 96.0 97.0 143.0
Non-gold mining activities -- -- 1.0
---------------------------------------------------------------------------
477.7 582.2 582.1
Share of turnover of joint venture 76.7 -- --
---------------------------------------------------------------------------
554.4 582.2 582.1
===========================================================================
a. During the three-year period ending December 31, 2001 the only loss
recognized in the profit and loss account with respect to hedging
transactions was a US$14.7 million loss that was incurred in 2000. This
loss is included within exceptional operating costs and is disclosed in
Note 3.
F-8
3. Exceptional operating costs
2001 2000 1999
US$m US$m US$m
------------------------------------------------------------------------------------
Obuasi (note a.)
Redundancy costs -- 3.0 17.0
Pension costs -- 4.0 5.0
Obsolete stock provision -- -- 10.0
Strike related costs -- -- 7.4
------------------------------------------------------------------------------------
-- 7.0 39.4
Head Office
Legal and professional fees incurred in respect of hedging and
Company funding and restructuring (note b.) -- -- 9.0
Hedge close out (note c.) -- 14.7 --
Ayanfuri
Redundancy costs -- -- 0.7
------------------------------------------------------------------------------------
-- 21.7 49.1
Tangible fixed assets impairment (note d.) -- 193.5 30.0
====================================================================================
-- 215.2 79.1
====================================================================================
a. In conjunction with the review of the life of mine plan at the Obuasi mine,
a provision was made for redundancy costs of US$17.0 million in 1999 and
US$3.0 million in 2000 as a result of the decision to close the surface
mining operations, certain treatment plants, and certain low capacity
shafts at the Obuasi mine. Such provision relates to redundancies announced
in the second and fourth quarters of 2,855 employees plus further
rationalization.
A provision of US$5.0 million in 1999 and US$4.0 million in 2000 was made
for the total remaining liability of the Life Pension, a defined benefit
scheme (the "Scheme"). Prior to these dates, the Scheme was accounted for
on a cash basis. In 1999, the provision was calculated based on the
Ghanaian Currency liability existing at that time. In 2000, the Scheme
liability was re-estimated. The increase in the Scheme liability in 2000
reflects the reintroduction of the US dollar indexing. The Scheme was
closed to new entrants prior to the periods reported in these financial
statements.
A provision for obsolete stocks of US$10.0 million was provided for as a
result of the decision to close certain parts of the Obuasi mine, as
described above and costs of US$7.4 million were incurred in relation to a
strike at Obuasi in the second quarter of 1999.
b. Following liquidity problems in 1999, the Company, in conjunction with
certain of its financial advisers and lawyers, sought several long-term
solutions for the Company. The professional costs incurred totaled US$9.0
million and were charged as an exceptional item in 1999.
c. In October 2000 Ashanti agreed as part of its negotiations with its banks
and hedge counterparties during the period leading up to the Geita sale to
close out certain hedge positions resulting in an exceptional loss of
US$14.7 million. US$6.9 million of the loss was settled from the proceeds
of the Geita sale and US$7.8 million was rolled up into the Revolving
Credit Facility.
d. A review of the carrying value of fixed assets of the Company was carried
out under FRS 11 by comparing future projected cash flows, discounted at
9.3%, with net asset value. The discount rate used of 9.3% is the Company's
weighted average cost of capital and represents the Company's estimate of
the rate that the market would expect on an investment of comparable risk.
This resulted in an exceptional charge in 2000 of US$193.5 million (1999:
US$30.0 million), comprising US$150.0 million (1999: US$30.0 million) at
Obuasi, US$35.0 million at Freda-Rebecca and US$8.5 million at Kimin.
F-9
4. Operating profit analysis by business area
12 months to December 31, 2001
Idua- Freda- Hedging Explor- Corp. Geita
Obuasi Ayanfuri priem Bibiani Siguiri Rebecca income ation admin. Group (50%) Total
-----------------------------------------------------------------------------------------------------------------------------
US$ million
Revenue 143.5 3.1 55.8 68.7 76.6 34.0 96.0 -- -- 477.7 76.7 554.4
Operating costs (101.4) (3.8) (44.8) (45.3) (62.2) (22.8) -- (6.5) (21.2) (308.0) (41.7) (349.7)
Royalties (4.3) (0.1) (1.7) (2.1) (2.6) -- -- -- -- (10.8) (2.2) (13.0)
-----------------------------------------------------------------------------------------------------------------------------
Operating cash
flow 37.8 (0.8) 9.3 21.3 11.8 11.2 96.0 (6.5) (21.2) 158.9 32.8 191.7
Depreciation and
amortization (37.5) (0.5) (4.9) (13.8) (18.6) (3.9) -- (1.9) (1.2) (82.3) (12.6) (94.9)
-----------------------------------------------------------------------------------------------------------------------------
Operating
profit/(loss) 0.3 (1.3) 4.4 7.5 (6.8) 7.3 96.0 (8.4) (22.4) 76.6 20.2 96.8
=============================================================================================================================
12 months to December 31, 2000
Idua- Freda- Geita Hedging Explor-
Obuasi Ayanfuri priem Bibiani Siguiri Rebecca (100%) income ation
-------------------------------------------------------------------------------------------------------------------------
US$ million
Revenue 179.5 10.1 53.9 76.6 85.2 31.3 48.6 97.0 --
Operating costs (133.5) (8.9) (43.2) (36.8) (54.8) (22.2) (25.7) -- (14.2)
Royalties (5.4) (0.3) (1.4) (2.3) (2.9) -- (1.4) -- --
------------------------------------------------------------------------------------------------------------------------
Operating cash flow 40.6 0.9 9.3 37.5 27.5 9.1 21.5 97.0 (14.2)
Depreciation and amortization (45.6) (4.8) (3.2) (15.6) (19.8) (11.7) (11.6) -- (0.4)
Exceptional operating costs
- Redundancy and pension costs (7.0) -- -- -- -- -- -- -- --
- Hedge close out -- -- -- -- -- -- -- (14.7) --
- Tangible fixed assets impairment (150.0) -- -- -- -- (35.0) -- -- (8.5)
------------------------------------------------------------------------------------------------------------------------
Operating(loss)/profit (162.0) (3.9) 6.1 21.9 7.7 (37.6) 9.9 82.3 (23.1)
========================================================================================================================
Corp. Non-
admin. gold Total
-----------------------------------------------------------
US$ million
Revenue -- -- 582.2
Operating costs (25.3) -- (364.6)
Royalties -- -- (13.7)
-----------------------------------------------------------
Operating cash flow (25.3) -- 203.9
Depreciation and amortization (2.1) -- (114.8)
Exceptional operating costs
- Redundancy and pension costs -- -- (7.0)
- Hedge close out -- -- (14.7)
- Tangible fixed assets impairment -- -- (193.5)
-----------------------------------------------------------
Operating(loss)/profit (27.4) -- (126.1)
===========================================================
12 months to December 31, 1999
Idua- Freda- Geita Hedging Explor-
Obuasi Ayanfuri priem Bibani Siguiri Rebecca (100%) income ation
--------------------------------------------------------------------------------------------------------------------
US$ million
Revenue 208.3 12.3 45.6 73.2 67.3 31.4 -- 143.0 --
Operating costs (164.6) (9.0) (40.6) (42.4) (44.3) (18.9) -- -- (12.4)
Royalties (6.2) (0.4) (1.4) (2.2) (2.0) -- -- -- --
-------------------------------------------------------------------------------------------------------------------
Operating cash flow 37.5 2.9 3.6 28.6 21.0 12.5 -- 143.0 (12.4)
Depreciation and amortization (66.9) (4.7) (0.5) (16.1) (14.4) (9.4) -- -- (0.8)
Exceptional operating costs
- Redundancy and pension costs (22.0) (0.7) -- -- -- -- -- -- --
- Strike-related costs (7.4) -- -- -- -- -- -- -- --
- Obsolete stock provision (10.0) -- -- -- -- -- -- -- --
- Legal and professional fees -- -- -- -- -- -- -- -- --
- Tangible fixed assets
impairment (30.0) -- -- -- -- -- -- -- --
-------------------------------------------------------------------------------------------------------------------
Operating(loss)/profit (98.8) (2.5) 3.1 12.5 6.6 3.1 -- 143.0 (13.2)
===================================================================================================================
Corp. Non-
admin. gold Total
-------------------------------------------------------
US$ million
Revenue -- 1.0 582.1
Operating costs (25.8) (0.7) (358.7)
Royalties -- -- (12.2)
-------------------------------------------------------
Operating cash flow (25.8) 0.3 211.2
Depreciation and amortization (1.9) (0.2) (114.9)
Exceptional operating costs
- Redundancy and pension costs -- -- (22.7)
- Strike-related costs -- -- (7.4)
- Obsolete stock provision -- -- (10.0)
- Legal and professional fees (9.0) -- (9.0)
- Tangible fixed assets
impairment -- -- (30.0)
-------------------------------------------------------
Operating(loss)/profit (36.7) 0.1 17.2
=======================================================
5. Exceptional provision for loss on disposal of fixed assets
In 1999 a write down of US$171.1 million was made against the carrying
value of assets at Obuasi following the decision to cease surface mining,
to close low capacity shafts and close two treatment plants.
F-10
6. Net profit on sale of businesses
2001 2000 1999
US$m US$m US$m
----------------------------------------------------------------------------------
Profit on disposal of 50% interest in Cluff Resources Limited
("Cluff") to AngloGold -- 51.2 --
Loss on disposal of 50% interest in Carmeuse Lime Products
(Ghana) Ltd to Carmeuse SA -- (4.6) --
Other profit on sale of businesses -- -- 0.2
----------------------------------------------------------------------------------
-- 46.6 0.2
==================================================================================
The cash effect of the disposal of 50% in Cluff is given in note 25.
7. Employees
2001 2000 1999
No. No. No.
------------------------------------------------------------------------------------------
The average number of employees during the year was as follows:
Underground mining 4,777 4,854 5,284
Surface mining 2,439 2,565 2,716
Administration 2,973 3,010 3,200
------------------------------------------------------------------------------------------
10,189 10,429 11,200
==========================================================================================
Remuneration paid to directors of Ashanti (excluding amounts paid to Lonmin
Plc in respect of Technical Services and the services of Mr S E Jonah)
amounted to US$2.5 million (2000: US$3.3 million; 1999: US$1.7 million).
The amount, for 2000, includes a one-time payment of US$1.0 million to a
director who left the Company during 2000.
8. Net interest payable
2001 2000 1999
US$m US$m US$m
-----------------------------------------------------------------------------------
Interest payable on Exchangeable Notes 12.0 12.0 12.0
Interest payable on Revolving Credit Facilities 8.0 29.0 17.9
Interest payable on other loans 7.0 19.4 13.3
-----------------------------------------------------------------------------------
27.0 60.4 43.2
Interest capitalized -- (4.4) (1.8)
-----------------------------------------------------------------------------------
27.0 56.0 41.4
Interest receivable (5.4) (4.7) (4.9)
Gain on refinancing of Prepaid Forward Sale Facility (note a.) -- -- (5.3)
Gain on buy back of securities (note b.) -- -- (1.3)
-----------------------------------------------------------------------------------
21.6 51.3 29.9
Share of interest payable by joint venture 7.8 -- --
-----------------------------------------------------------------------------------
29.4 51.3 29.9
===================================================================================
a. This amount relates to a prepaid forward gold facility that was
carried at cost and, on early repayment of the facility, a gain was
recognized. The gain was calculated as the difference between the fair
value of the facility at the refinancing date and the carrying value
of the facility.
b. The gain on buy back of securities in 1999 of US$1.3 million relates
to the repurchase at a discount of redeemable preference shares issued
as consideration for the acquisition of Golden Shamrock Mines Limited
in 1996.
F-11
9. Taxation
2001 2000 1999
US$m US$m US$m
--------------------------------------------------------------------------
Corporate tax - current year 6.6 0.5 --
- in respect of prior years 8.2 4.5 2.8
Deferred tax (8.0) 0.8 (0.1)
Tax on profit on disposal of 50% of Cluff -- 3.0 --
--------------------------------------------------------------------------
6.8 8.8 2.7
==========================================================================
10. Dividend
No dividends were paid or proposed for the years 2001, 2000 and 1999.
11. Earnings per share
The calculation of earnings per share is based on earnings after tax and
minority interests and the weighted average number of shares outstanding
during the year (after deducting treasury shares which do not qualify for
dividends) of 112.1 million (2000: 112.4 million, 1999: 111.4 million).
Diluted earnings per share is calculated by adjusting the weighted average
number of ordinary shares in issue on the assumption of conversion of all
dilutive potential ordinary shares. The Company has three categories of
dilutive potential ordinary shares being, warrants (under the agreement
with the Company's hedge counterparties), share options (under the Senior
Management Share Option Scheme) where the exercise price is more than the
average price of Ashanti's ordinary shares during each of the reporting
periods, and shares issued free of charge to senior management, pursuant to
the employee share incentive plans, provided certain criteria are met.
2001 2000 1999
US$m US$m US$m
------------------------------------------------------------------------------------------
Basic and diluted earnings attributable to ordinary shareholders 62.7 (141.1) (183.9)
Weighted average number of ordinary shares (millions) 112.1 112.4 111.4
Dilutive share options (millions) 0.8 (31.1) (7.4)
Dilutive warrants (millions) 0.8 (2.8) --
Dilutive employee share plans (millions) 0.5 -- --
------------------------------------------------------------------------------------------
Adjusted weighted average number of ordinary shares (millions) 114.2 78.5 104.0
------------------------------------------------------------------------------------------
Basic earnings/(loss) per share (US$) 0.56 (1.25) (1.64)
Diluted earnings/(loss) per share (US$) 0.55 (1.79) (1.76)
==========================================================================================
F-12
12. Intangible assets
Goodwill
Cost US$m
-------------------------------------------------------------------------
At January 1, 2000 131.5
Additions 22.2
Transfer to investment in joint ventures (65.9)
Disposal of 50% interest in Cluff (65.9)
-------------------------------------------------------------------------
At December 31, 2000 and December 31, 2001 21.9
-------------------------------------------------------------------------
Amortization at
At January 1, 2000 --
Charge for the year 4.8
Transfer to investment in joint ventures (2.2)
Disposal of 50% interest in Cluff (2.2)
-------------------------------------------------------------------------
At December 31, 2000 0.4
Charge for the year 2.7
-------------------------------------------------------------------------
At December 31, 2001 3.1
=========================================================================
Net book value
At December 31, 2001 18.8
At December 31, 2000 21.5
At December 31, 1999 131.5
-------------------------------------------------------------------------
The balances as at December 31, 2001 of US$18.8 million is in respect of
the acquisition of Pioneer Goldfields Company Limited ("Pioneer").
The disposal in 2000 related to the sale of Ashanti's 50% interest in Cluff
to AngloGold and the remaining 50% has been transferred to investments.
F-13
13. Tangible fixed assets
Mine shafts,
development Assets in
and pre- Plant and Processing the course of
production equipment plants Buildings construction Total
US$m US$m US$m US$m US$m US$m
---------------------------------------------------------------------------------------------------------------
Cost
At January 1, 2000 800.1 537.8 406.5 94.5 92.4 1,931.3
Additions 38.5 12.2 2.5 1.0 78.4 132.6
Disposal (3.4) (8.1) (11.6) (0.5) -- (23.6)
Transfers 84.3 21.2 50.7 6.1 (162.3) --
Transfer to investment (59.5) (13.6) (26.9) (5.1) -- (105.1)
Disposal of 50% interest in Cluff (59.5) (20.1) (26.9) (5.1) -- (111.6)
Asset write back -- -- 20.0 -- -- 20.0
---------------------------------------------------------------------------------------------------------------
At December 31, 2000 800.5 529.4 414.3 90.9 8.5 1,843.6
Additions 29.8 6.4 0.8 0.2 10.1 47.3
Disposals -- (3.8) (0.1) -- -- (3.9)
Transfers 6.0 5.9 4.3 -- (16.2) --
---------------------------------------------------------------------------------------------------------------
At December 31, 2001 836.3 537.9 419.3 91.1 2.4 1,887.0
===============================================================================================================
Depreciation
At January 1, 2000 338.1 317.5 223.1 44.6 -- 923.3
Charges 42.4 31.8 28.4 7.4 -- 110.0
Provision for impairment 193.5 -- -- -- -- 193.5
Disposals (0.6) (5.5) (11.5) (0.1) -- (17.7)
Transfer to investment (1.8) (1.0) (0.9) (0.7) -- (4.4)
Disposal of 50% interest in Cluff (1.8) (3.5) (0.9) (0.7) -- (6.9)
---------------------------------------------------------------------------------------------------------------
At December 31, 2000 569.8 339.3 238.2 50.5 -- 1,197.8
Charges 23.1 28.2 21.9 6.4 -- 79.6
Disposals -- (3.3) -- -- -- (3.3)
---------------------------------------------------------------------------------------------------------------
At December 31, 2001 592.9 364.2 260.1 56.9 -- 1,274.1
===============================================================================================================
Net book value
At December 31, 2001 243.4 173.7 159.2 34.2 2.4 612.9
At December 31, 2000 230.7 190.1 176.1 40.4 8.5 645.8
At December 31, 1999 462.0 220.3 183.4 49.9 92.4 1,008.0
---------------------------------------------------------------------------------------------------------------
The net book value of tangible fixed assets includes US$4.1 million (2000:
US$4.8 million) in respect of assets held under finance leases included within
buildings.
--------------------------------------------------------------------------------
2001 2000
US$m US$m
--------------------------------------------------------------------------------
Capital commitments
Contracts placed but not provided for 2.7 4.0
================================================================================
F-14
14. Investments
In December 2000 the Company sold a 50% share of its wholly owned
subsidiary, Cluff, which owns the Geita Mine in Tanzania, to AngloGold
Limited. Following disposal of the 50% interest, Cluff is no longer a
subsidiary company of Ashanti and has not been consolidated at December 31,
2000. The 50% interest retained is accounted for as a joint venture under
the gross equity basis of accounting.
Investment in Loans to joint Other
joint ventures ventures investments Total
US$m US$m US$m US$m
---------------------------------------------------------------------------------------------
At January 1, 2000 -- -- -- --
Additions 69.3 31.1 1.5 101.9
---------------------------------------------------------------------------------------------
As at December 31, 2000 69.3 31.1 1.5 101.9
Share of retained profit for the year 12.4 -- -- 12.4
----------------------------------------------------------------------------------------------
At December 31, 2001 81.7 31.1 1.5 114.3
=============================================================================================
The Company's share of net assets of joint ventures can be analyzed as
follows:
2001 2000
US$m US$m
------------------------------------------------------------------
Goodwill 59.2 63.7
Share of fixed assets 103.4 103.9
Share of current assets 27.6 11.4
Share of liabilities due within one year (23.9) (19.0)
Share of liabilities due after more than one year (84.6) (90.7)
------------------------------------------------------------------
Share of net assets 81.7 69.3
==================================================================
The Company did not have an ownership in any joint ventures at December 31,
1999.
The principal subsidiary undertakings are:
Class of Interest in
Company and country of incorporation principal activities shares held per cent
------------------------------------------------------------------------------------------
Ghana
Ordinary
Ashanti Goldfields (Bibiani) Limited Gold Mining No par value 100
Ordinary
Ghanaian-Australian Goldfields Limited Gold Mining No par value 80
Ordinary
Teberebie Goldfields Limited Gold Mining No par value 90
---------------------------------------------------------------------------------------
Guinea
Societe Ashanti Goldfields de Guinee S.A. Gold Mining Ordinary 85
---------------------------------------------------------------------------------------
Zimbabwe
Ashanti Goldfields Zimbabwe Limited Gold Mining Ordinary 100
---------------------------------------------------------------------------------------
Isle of Man
Ashanti Treasury Services Limited Treasury Ordinary 100
Geita Treasury Services Limited Treasury Ordinary 100
---------------------------------------------------------------------------------------
Cayman Islands
Ashanti Capital Limited Financing Ordinary 100
Ashanti Finance (Cayman) Limited Financing Ordinary 100
Ashanti Capital (Second) Limited Financing Ordinary 100
==========================================================================================
F-15
15. Stocks
2001 2000 1999
US$m US$m US$m
------------------------------------------------------------------------
Mine stores 52.6 56.1 55.2
Ore in stock piles(1) 16.2 17.3 16.2
Gold in process 4.7 4.4 5.0
------------------------------------------------------------------------
73.5 77.8 76.4
========================================================================
(1) Ore is only mined and sent to the stockpile if it is considered that
the ore will have future economic benefit. This is assessed by
reviewing the estimated grade of the stockpile, the current spot gold
price and the estimated costs of processing the stockpile. These
criteria are used consistently from period to period.
16. Debtors
2001 2000 1999
US$m US$m S$m
------------------------------------------------------------------------
Sundry debtors 10.8 10.9 23.4
Prepayments 2.4 2.2 2.9
Deferred expenses 2.9 2.5 5.5
------------------------------------------------------------------------
16.1 15.6 31.8
========================================================================
17. Cash
2001 2000 1999
US$m US$m US$m
-------------------------------------------------------------------------
Cash at bank and in hand 32.8 48.3 58.6
Gold and cash in transit 22.4 25.3 31.1
-------------------------------------------------------------------------
55.2 73.6 89.7
=========================================================================
Cash at bank includes US$8.7 million (2000: US$15.5 million, 1999: US$18.0
million) on deposit with Standard Chartered Bank in Ghana as collateral for
a loan to Ashanti Goldfields Zimbabwe Limited.
18. Creditors
2001 2000 1999
US$m US$m US$m
-----------------------------------------------------------------
Amounts falling due within one year:
Trade creditors 40.5 43.7 41.8
Deferred purchase consideration (note a.) 7.3 7.3 4.8
Deferred hedging income (note b.) 34.7 51.9 42.4
Mining related accruals 10.5 24.2 42.7
Accrued interest 10.0 9.2 10.5
Taxation 15.4 4.0 --
Other accruals 36.6 28.7 39.4
-----------------------------------------------------------------
155.0 169.0 181.6
=================================================================
Amounts falling due over one year:
Deferred purchase consideration (note a.) 8.8 16.1 40.9
Deferred hedging income (note b.) 30.9 68.1 114.5
Other accruals 10.1 14.0 --
-----------------------------------------------------------------
49.8 98.2 155.4
=================================================================
a. The total deferred purchase consideration at December 31, 2001 of
US$16.1 million (2000: US$23.4 million) comprises US$11.3 million
(2000: US$13.8 million) in respect of Teberebie and US$4.8 million
(2000: US$9.6 million) in respect of the acquisition of Golden
Shamrock Mines Limited in 1996. Both amounts relate to liabilities
with fixed amounts payable that are not subject to any form of
contingency.
b. Deferred hedging income arises from the early close-out of hedging
contracts.
F-16
19. Borrowings
2001 2000 1999
US$m US$m US$m
-----------------------------------------------------------
5 1/2% Exchangeable Notes (note a.) 217.5 216.6 215.3
Revolving Credit Facility (note b.) 55.0 88.8 326.0
Bank loans and overdrafts 21.6 26.6 29.4
Project finance loans (note c.) 25.0 25.6 --
Suppliers' credit -- 0.2 2.8
Finance leases 4.1 4.8 5.6
Aviation loans 2.7 3.1 3.5
-----------------------------------------------------------
325.9 365.7 582.6
===========================================================
Repayments falling due:
Between one year and two years 267.7 11.6 4.8
Between two and five years 31.9 336.6 418.4
After five years 1.0 10.3 --
-----------------------------------------------------------
After more than one year 300.6 358.5 423.2
Within one year 25.3 7.2 159.4
-----------------------------------------------------------
325.9 365.7 582.6
===========================================================
Borrowings at December 31, 2001 exclude the 50% share of the US$124.3
million (2000 - US$135.0 million) non-recourse Geita project finance loan,
which has been included in the gross liabilities within the carrying value
of the Geita joint venture investment.
a. US$217.5 million (2000: US$216.6 million, 1999: US$215.3 million) of
Exchangeable Notes is stated net-of deferred loan fees of US$1.1
million (2000: US$ 2.2 million, 1999: US$3.3 million) which is being
amortized over the period of the Notes. Details of the conversion
rights of the 5 1/2%. Exchangeable Notes are set out in Note 22. These
are currently repayable on March 15, 2003.
b. The Revolving Credit Facility (the "Facility") which was amended in
October 2000, carries a margin over US LIBOR ("London Inter Bank Offer
Rate") of 250 basis points rising to 400 basis points for sums drawn
under the Facility in 2001. US$47.2 million of the amount drawn is due
for repayment on January 15, 2003 and US$7.8 million is repayable in
four equal quarterly instalments commencing on March 31, 2002.
Certain of the tranches of the Facility are secured on certain
offshore bank accounts and certain other contracts and arrangements
with hedging counterparties outside Ghana.
The Company, under the Facility, had undrawn committed borrowing
facilities of US$25.4 million as at December 31, 2001 (2000: US$100
million, 1999: Nil). The Company is subject to a number of restrictive
covenants under the Facility agreements. The most significant
covenants under the Facility at December 31, 2001 are the requirements
that EBITDA (as defined in the Facility agreements) in each 12 month
period not be less than US$100 million and tangible consolidated net
worth (as defined in the Facility agreements) not be less than US$335
million. The Company is currently in compliance with all financial
covenants.
c. The project finance loans of US$25.0 million are in respect of loans
provided to subsidiaries Ghanaian-Australian Goldfields Limited and
Teberebie Goldfields Limited and are secured by fixed and floating
charges over their respective assets.
20. Financial instruments
Debtors and creditors arising directly from the Company's operations and
gold in transit are excluded from the following disclosures.
Interest rate profile of financial liabilities
The interest rate profile of the Company's financial liabilities at
December 31, 2001, December 31, 2000 and December 31, 1999 which are
predominately US dollar denominated were as follows:
Fixed rate borrowings
-------------------------------
Weighted
Weighted average time
Floating rate Fixed rate Total gross average interest for which
borrowings borrowings borrowings rate period fixed
US$m US$m US$m % Years
----------------------------------------------------------------------------------------------
December 31, 2001 108.4 217.5 325.9 5.5 1.2
----------------------------------------------------------------------------------------------
December 31, 2000 149.1 216.6 365.7 5.5 2.2
----------------------------------------------------------------------------------------------
December 31, 1999 367.3 215.3 582.6 5.5 3.2
==============================================================================================
Interest on floating rate borrowings are determined primarily by reference
to US LIBOR.
F-17
Interest rate profile of financial assets
The interest rate profile of the Company's financial assets at December 31,
2001, December 31, 2000 and December 31, 1999 which are predominately US
dollar denominated were as follows:
Fixed rate Floating rate Interest free Total
US$m US$m US$m US$m
---------------------------------------------------------------------------
December 31, 2001 -- 32.0 0.8 32.8
---------------------------------------------------------------------------
December 31, 2000 -- 45.8 2.5 48.3
---------------------------------------------------------------------------
December 31, 1999 -- 55.1 3.5 58.6
===========================================================================
The financial assets of the Company comprise cash at bank and in hand.
Currency exposures
The Company had no significant currency exposures given that all revenues
are US dollar denominated as are the majority of its costs, monetary assets
and financial liabilities.
Fair values of financial assets and liabilities
Set forth below is management's best estimate of fair value of financial
instruments.
Dec 31, Dec 31, Dec 31, Dec 31, Dec 31, Dec 31,
2001 2001 2000 2000 1999 1999
Fair Carrying Fair Carrying Fair Carrying
value value value value value value
US$m US$m US$m US$m US$m US$m
-----------------------------------------------------------------------------------------
Cash at bank 24.1 24.1 32.8 32.8 40.6 40.6
Cash held as collateral 8.7 8.7 15.5 15.5 18.0 18.0
European put options 51.0 -- 22.9 -- 15.4 --
European call options (48.3) -- (48.5) -- (82.1) --
Convertible structures 10.5 -- 22.4 -- (9.5) --
Forward contracts 117.6 -- 93.3 -- 48.8 --
Lease rate swaps (42.0) -- (61.0) -- (203.8) --
Long term convertible debt (178.4) (217.5) (133.5) (216.6) (148.6) (215.3)
Other long term borrowings (83.1) (83.1) (141.9) (141.9) (207.9) (207.9)
Short term borrowings (25.3) (25.3) (7.2) (7.2) (159.4) (159.4)
=========================================================================================
Fair value is the amount at which a financial instrument could be exchanged
in an arm's length transaction between informed and willing parties. The
following methods and assumptions were used by the Company in estimating
its fair value disclosure for financial instruments:
Cash and cash equivalents - The estimated fair value of these financial
instruments approximates their carrying values due to their short
maturities.
Derivative financial instruments - Market values have been used to
determine the fair value of lease rate swaps, call and put options,
convertible structures, and forward contracts based on estimated amounts
the Company would receive or have to pay to terminate the agreements,
taking into account the current interest rate environment or current rates
for similar options or forward contracts.
Long-term debt - The estimated fair values of the Company's long-term debt
are based on current interest rates available to the Company for debt
instruments with similar terms and remaining maturities.
F-18
Hedging
The Company hedges the risk of movements in the gold price using several
types of derivative financial instruments.
Gains and losses on instruments used for hedging the gold price are not
recognized until the exposure that is being hedged is itself recognized.
Unrecognised gains and losses on the instruments used for hedging and the
movements therein, are as follows:
Net Gains/
Gains Losses (Losses)
US$m US$m US$m
--------------------------------------------------------------------------------------------------------
Unrecognized gains and losses at January 1, 2000 157.6 (5.7) 151.9
(Gains)/losses arising in previous years recognized in the year (42.6) 1.2 (41.4)
--------------------------------------------------------------------------------------------------------
Gains arising before January 1, 2000 not recognized in the year 115.0 (4.5) 110.5
Gains and losses arising in 2000 and not recognized 9.5 -- 9.5
--------------------------------------------------------------------------------------------------------
Unrecognized gains and losses on hedges at December 31, 2000 124.5 (4.5) 120.0
--------------------------------------------------------------------------------------------------------
Gains and losses expected to be recognized within one year 54.4 -- 54.4
Gains and losses expected to be recognized after one year 70.1 (4.5) 65.6
--------------------------------------------------------------------------------------------------------
124.5 (4.5) 120.0
========================================================================================================
Net Gains/
Gains Losses (Losses)
US$m US$m US$m
--------------------------------------------------------------------------------------------------------
Unrecognised gains and losses at January 1, 2001 124.5 (4.5) 120.0
Gains arising in previous years recognized in the year (54.4) -- (54.4)
--------------------------------------------------------------------------------------------------------
Gains and losses arising before January 1, 2001 not recognized in the year 70.1 (4.5) 65.6
Gains and losses arising in the year and not recognized -- -- --
--------------------------------------------------------------------------------------------------------
Unrecognized gains and losses on hedges at December 31, 2001 70.1 (4.5) 65.6
--------------------------------------------------------------------------------------------------------
Gains and losses expected to be recognized within one year 34.7 -- 34.7
Gains and losses expected to be recognized after one year 35.4 (4.5) 30.9
========================================================================================================
21. Provisions for liabilities and charges
Deferred Site
tax rehabilitation Total
US$m US$m US$m
---------------------------------------------------------------------------
At January 1, 2001 9.9 14.6 24.5
(Credit)/charge for the year (8.0) 3.3 (4.7)
---------------------------------------------------------------------------
At December 31, 2001 1.9 17.9 19.8
===========================================================================
The Company's provision for site rehabilitation as at December 31, 2001 is
US$17.9 million. These costs are expected to be paid over a 20-year period
as the mines come to the end of their useful lives, commencing with the
currently envisaged closure of the Bibiani (provision of US$3.2 million)
and Freda Rebecca (provision of US$2.5 million) mines during 2004 and 2005,
respectively. The remaining significant components of the provision
comprise of US$5.2 million and US$4.4 million related to the Obuasi and
Iduapriem mines, respectively; with the majority of such costs expected to
be paid subsequent to 2006.
F-19
Deferred taxation comprises:
The amounts of deferred taxation provided and unprovided in the accounts
are as follows:
Amount Full potential
provided liability/(asset)
US$m US$m
---------------------------------------------------------------------------
Accelerated capital allowances 1.9 168.4
Other timing differences -- (2.3)
Losses carried forward -- (231.5)
---------------------------------------------------------------------------
At December 31, 2001 1.9 (65.4)
---------------------------------------------------------------------------
At December 31, 2000 9.9 (73.6)
---------------------------------------------------------------------------
At December 31, 1999 9.1 19.1
===========================================================================
No provision has been made for taxation which might accrue on the
distribution of unappropriated profits of overseas subsidiaries.
22. Stated capital
Authorized
200,000,000 ordinary shares of no par value 200,000,000
1 special rights redeemable preference share of no par value 1
---------------------------------------------------------------------------
200,000,001
===========================================================================
Stated capital
Issued shares US$m
---------------------------------------------------------------------------------------------
Allotted and fully paid
At January 1, 2001:
Ordinary shares of no par value in issue 112,336,942 544.3
Ordinary shares of no par value issued during the year 377,280 0.9
---------------------------------------------------------------------------------------------
At December 31, 2001: 112,714,222 545.2
Ordinary shares in treasury 559,405* --
1 special rights redeemable preference share of no par value 1 --
---------------------------------------------------------------------------------------------
113,273,628 545.2
=============================================================================================
*The 559,405 ordinary shares held in treasury do not qualify for dividends
and do not have voting rights but remain uncanceled.
Based on the prices quoted on the New York Stock Exchange, Ashanti's share
price in 2001 traded between a high of US$4.250 and a low of US$1.875. As
at December 31, 2001, Ashanti's market capitalization, calculated by
multiplying the number of ordinary shares of no par value in issue (shares
issued 112,714,222) by the share price as at that date (US$4.250), was
US$481.4 million.
The Government of Ghana holds the special rights redeemable preference
share of no par value (the "Golden Share"). The Golden Share is non-voting
but the holder is entitled to receive notice of and to attend and speak at
any general meeting of the members or at any separate meeting of the
holders of any class of shares. On winding up, the Golden Share has a
preferential right to return of capital, the value of which will be 1,000
cedis.
The Regulations of Ashanti provide that certain matters, principally
matters affecting the rights of the Golden Share, the winding up of Ashanti
or the disposal of a material part of Ashanti's assets, shall be deemed to
be a variation of the rights attaching to the Golden Share and shall be
effective only with the written consent of the holder of the Golden Share.
All of the ordinary shares rank pari passu in all respects.
On April 25, 2001, Ashanti in general meeting passed a special resolution
renewing an existing authority to make market purchases of its own shares
up to an aggregate of 13,000,000 ordinary shares at a price per share
(exclusive of expenses) of not more than 5% above the average of the middle
market quotations for the shares taken from the Daily Official List of the
London Stock Exchange for the five business days immediately before the
date of purchase. However, Ashanti did not utilize
F-20
this authority. The authority for Ashanti to purchase its own shares was
renewed at the Annual General Meeting held on May 28, 2002, to expire at
the earlier of August 28, 2003 or at the conclusion of the next Annual
General Meeting in 2003.
In February 1996, the Company raised US$250 million through an issue by a
subsidiary of seven year 5 1/2%. Exchangeable Notes listed on the New York
and London stock exchanges. The noteholders have the option of converting
the notes into ordinary shares at a conversion price of US$27 per share.
The notes may be redeemed by the Company in whole at par at any time after
March 15, 2000 and will mature on March 15, 2003, unless converted or
redeemed earlier. As at December 31, 2001 the Company had purchased US$31.4
million of the notes leaving US$218.6 million notes still in circulation
which could give rise to the issue of up to 8,096,296 ordinary shares. The
notes repurchased were cancelled in June 2002.
In November 1999, pursuant to an agreement with the Company's Hedge
Counterparties as subsequently amended in February 2000, a wholly-owned
subsidiary, Ashanti Warrants Limited, issued unlisted warrants to subscribe
for Mandatorily Exchangeable Securities under which the securityholders
have the option of converting the securities into ordinary shares at a
conversion price of US$3 per share. The warrants were issued in three equal
tranches with expiry dates of April 28, 2004, October 28, 2004 and April
28, 2005. The conversion rights of the warrants could give rise to the
issue of up to 19,835,001 ordinary shares. In June 2002, 13,945,122
warrants were exercised at a subscription price of US$3.00 per ordinary
share.
As at December 31, 2000, of the options granted to directors and staff
8,296,772 shares remained outstanding. As part of the review of the
Company's remuneration arrangements conducted prior to the Annual General
Meeting on April 25, 2001, option holders were invited to cancel all
outstanding options voluntarily. The proposal was made on the basis that
for every 10 shares currently under option a new option would be granted
over three shares. In the case of executive directors and certain members
of the Company's senior management, their outstanding "underwater" options
were required to be surrendered in order to receive any further awards
under the Company's long-term incentive plans. Options over 5,364,485
shares in respect of other Senior Management and over 508,050 shares in
respect of executive directors were canceled in accordance with the
invitation. 2,189,787 options were lapsed.
Following the cancellation and re-grant of options described above, on May
3, 2001, the total number of ordinary shares over which executive directors
and senior management now hold options is analyzed as follows:
Number of
Option price ordinary shares
Period of exercise Code US$ of no par value
---------------------------------------------------------------------------------------
July 13, 2003 - July 12, 2010 A 1.66 40,000
August 28, 2003 - August 27, 2010 B 2.55 50,000
May 3, 2004 - May 2, 2011 (Replacement Options) C 2.29 1,761,760
May 3, 2004 - May 2, 2011 D 2.29 980,090
---------------------------------------------------------------------------------------
2,831,850
=======================================================================================
All options granted on May 3, 2001 were granted with exercise prices of
US$2.29. They ordinarily become exercisable on May 3, 2004 and lapse on May
2, 2011.
F-21
23. Directors' interests
The beneficial interests, including family interests, of the directors
holding office at the end of the year in ordinary shares of the Company are
set out below:
Shares Shares under option Shares
-------------------------------------------------------------------------------------------------------
Granted
Jan. 1, Dec. 31, Jan. 1, during the Dec. 31, Jan. 1, Dec. 31, Jan. 1,
2000 2000 2001 year 2000 2001 2001 2001
-------------------------------------------------------------------------------------------------------
M E Beckett 1,359 1,359 -- -- -- 1,359 1,359 --
S E Jonah 45,302 45,302 290,000 -- 290,000 45,302 45,302 290,000
T E Anin -- -- -- -- -- -- 53 --
M Botsio-Phillips 100 100 45,000 -- 45,000 100 100 45,000
L Chalker -- -- -- -- -- -- -- --
C A Crocker -- 5,000 -- -- -- -- 5,000 --
T Gibian 20,000 20,000 -- -- -- 20,000 20,000 --
M P Martineau -- -- -- -- -- -- -- --
N J Morrell -- -- -- -- -- -- -- --
E D Ofori Atta 553 553 45,000 -- 45,000 553 553 45,000
J N Robinson -- -- -- -- -- -- -- --
T S Schultz 23,548 23,548 128,050 -- 128,050 23,548 23,548 128,050
S Venkatakrishnan -- -- -- 50,000 50,000 -- -- 50,000
=======================================================================================================
Shares under option
-----------------------------------------------------
Surren- Granted
dered and during the Dec. 31,
Canceled year 2001
-----------------------------------------------------
M E Beckett -- -- --
S E Jonah (290,00) 260,664 260,664
T E Anin -- -- --
M Botsio-Phillips (45,000) 32,260 32,260
L Chalker -- -- --
C A Crocker -- -- --
T Gibian -- -- --
M P Martineau -- -- --
N J Morrell -- -- --
E D Ofori Atta (45,000) 30,009 30,009
J N Robinson -- -- --
T S Schultz (128,050) 93,644 93,644
S Venkatakrishnan -- 52,828 102,828
=====================================================
An analysis of options held by directors as at December 31, 2001 using the
codes shown in note 22 is set out below:
B C D Total
---------------------------------------------------------------------------
S E Jonah -- 87,000 173,664 260,664
M Botsio-Phillips -- 13,500 18,760 32,260
E D Ofori Atta -- 13,500 16,509 30,009
T S Schultz -- 38,415 55,229 93,644
S Venkatakrishnan 50,000 -- 52,828 102,828
---------------------------------------------------------------------------
Total 50,000 152,415 316,990 519,405
===========================================================================
Between January 1, 2002 and March 28, 2002, there were no changes in the
above directors' interests.
Bonus Co-Investment Plan
Under the Bonus Co-Investment Plan, executive directors and key employees
are invited to invest a percentage of their annual remuneration in Ashanti
ordinary shares ("Ashanti shares"). Ashanti shares, which are purchased by
employees at market value, are designated "Invested Shares" for the
purposes of the Plan. Participants are then granted without further payment
rights to receive additional shares referable to the number of shares which
they have purchased as Invested Shares. These additional shares are
designated "Matching Shares" for the purposes of the Plan. Normally, so
long as the participant does not sell the Invested Shares within a two-year
period following their purchase, the Matching Shares will normally be
released to the employee in equal instalments on the first and second
anniversaries of the award. Rights to receive Matching Shares will normally
lapse if the participant leaves the Company or sells the Invested Shares
within two years of the purchase of the Invested Shares. The total matching
shares outstanding under this Plan were 44,838 as at December 31, 2001
(2000: 44,838). No awards were made in 2001 under the Bonus Co-Investment
Plan. Ashanti purchased 4,838 shares under the Bonus Co-Investment Plan on
the open market in 2000 at a price of US$1.625 per share resulting in the
recognition of an expense of US$nil and purchased 40,000 shares on the open
market in 1999 at a price of US$7.10 per share resulting in the recognition
of an expense of US$0.3 million.
The Bonus Co-Investment Plan uses Ashanti shares which have already been
issued and these are purchased by an employee trust, which is funded by
Ashanti on terms agreed between the Board and the Trustee.
Performance share plan
Under the Performance Share Plan, also called Restricted Share Scheme,
executive directors and key employees receive free Ashanti shares, if
Ashanti achieves certain performance conditions within a three-year period.
Shares acquired by the Trustee will be conditionally awarded to employees
nominated by the Company, and transferred to employees following the
employee's completion of three years' service from the date of the award
provided certain performance targets are met. Special provisions apply if
the participant's employment terminates by reason of death, disability,
retirement or redundancy or other reasons in the Committee discretion or
(in the case of an expatriate employee) on expiry without renewal of his
fixed-term contract of employment, or on a person becoming a "majority
shareholder controller" or on a reconstruction or liquidation of the
Company.
On May 3, 2001, 377,280 ordinary shares were awarded under the Restricted
Share Scheme for which new Ashanti ordinary shares were issued, out of
this, 91,680 shares were awarded to Directors.
F-22
Shares in category 'A' were acquired from the market while in respect of
category 'B', new shares were issued in line with the modified rules as
approved at the Annual General Meeting of April 25, 2001.
The full number of shares to which a participant is entitled would only be
received if Ashanti meets challenging internal and/or external goals.
Rights to receive shares will normally lapse if the participant leaves the
Company within three years of the grant of the award.
The total shares outstanding under this Plan were 542,604 as at December
31, 2001 (comprising 165,324 Category 'A' Shares and 377,280 Category 'B'
Shares) and 165,324 as at December 31, 2000. In order to settle Ashanti's
obligations relating to the shares, Ashanti issued 377,280 new ordinary
shares during 2001 at a price of US$2.53 per share, resulting in the
recognition of an expense of US$0.3 million. Ashanti purchased 80,324
shares on the open market in 2000 at a price of US$1.625 per share
resulting in the recognition of an expense of US$0.1 million and purchased
85,000 shares on the open market in 1999 at a price of US$7.25 per share
resulting in the recognition of an expense of US$0.6 million.
As at June 28, 2002 the following awards have been made to the Directors
under the Company's Bonus Co-Investment Plan and Performance Share Plan
since their introduction:
Shares awarded under the Shares awarded under the
Name Bonus Co-Investment Plan Performance Share Plan
Category 'A' Category 'B'
---------------------------------------------------------------------------
S E Jonah 14,388 9,000 --
M Botsio-Phillips -- 6,000 12,000
E D Ofori Atta -- 6,000 10,560
T S Schultz 7,697 6,000 35,328
S Venkatakrishnan -- 3,000 33,792
---------------------------------------------------------------------------
Total 22,085 30,000 91,680
===========================================================================
AGC Employee Share Scheme
Under the AGC Employee Share Scheme, executives and directors and key
employees, other than those who participate in the Bonus Co-Investment Plan
and Performance Share Plan, receive free Ashanti shares without any
performance conditions. Rights to receive shares will normally lapse if the
participant leaves the Company within three years of the grant of the
award. The total shares outstanding under this Plan were 70,000 as at
December 31, 2001 (2000: 70,000). No shares were issued in 2001 under the
AGC Employee Share Schemes. In order to settle Ashanti's obligations
relating to the Scheme, Ashanti purchased 35,000 shares on the open market
in 2000 at a price of US$1.625 per share resulting in the recognition of an
expense of US$0.1 million and 35,000 shares on the open market in 1999 at a
price of US$7.25 per share resulting in the recognition of an expense of
US$0.3 million.
24. Reserves
Non-
distributable
Profit and loss share deals
account account Total
US$m US$m US$m
---------------------------------------------------------------------------
At January 1, 2001 (288.6) 19.0 (269.6)
Retained profit for the year 62.7 -- 62.7
---------------------------------------------------------------------------
At December 31, 2001 (225.9) 19.0 (206.9)
===========================================================================
Non-
distributable
Profit and loss share deals
account account Total
US$m US$m US$m
---------------------------------------------------------------------------
At January 1, 2000 (172.1) 19.0 (153.1)
Retained loss for the year (141.1) -- (141.1)
Goodwill written back on disposal 24.6 -- 24.6
---------------------------------------------------------------------------
At December 31, 2000 (288.6) 19.0 (269.6)
===========================================================================
F-23
Non-
distributable
Profit and loss share deals
account account Total
US$m US$m US$m
---------------------------------------------------------------------------
At January 1, 1999 11.8 19.0 30.8
Retained loss for the year (183.9) -- (183.9)
---------------------------------------------------------------------------
At December 31, 1999 (172.1) 19.0 (153.1)
===========================================================================
In accordance with the Ghana Companies Code 1963 (Act 179), all
transactions relating to the purchase and re-issue of the Company's own
shares are recorded in a non-distributable share deals account.
Reserves is after goodwill written off in previous years of US$476 million
(2000: US$476 million) arising on the acquisition of subsidiary
undertakings.
25. Acquisitions and disposals
Acquisition
In June 2000, Ashanti acquired a 90% interest in Pioneer, the company that
owns the Teberebie mine in Ghana, from Pioneer Gold Inc for a total
consideration of US$14.9 million. Details of the consideration and assets
acquired are set out below.
Book value Fair value Provisional fair
at acquisition adjustments values
US$m US$m US$m
-------------------------------------------------------------------------------------
Tangible fixed assets 56.6 (56.5) 0.1
Stock 4.0 (2.7) 1.3
Cash 0.6 -- 0.6
Creditors (0.7) -- (0.7)
Borrowings (8.3) -- (8.3)
-------------------------------------------------------------------------------------
Net assets acquired 52.2 (59.2) (7.0)
Goodwill 21.9
-------------------------------------------------------------------------------------
Cost of acquisition 14.9
=====================================================================================
Satisfied by:
Cash consideration 5.0
Assets on sold (5.0)
Cost of acquisition 1.1
Deferred consideration 13.8
-------------------------------------------------------------------------------------
Total consideration 14.9
=====================================================================================
Analysis of acquisition cash flows:
Total net cash consideration (6.1)
Net cash of subsidiary acquired 0.6
Assets on sold 5.0
-------------------------------------------------------------------------------------
Total (0.5)
=====================================================================================
The deferred consideration of US$13.8 million is payable as follows: two
payments of US$2.5 million in each of March 2001 and 2002, US$3.0 million
in March 2003, US$3.8 million in March 2004 and US$2.1 million in March
2005.
The terms of the agreement also include the potential for contingent cash
consideration of up to US$5.0 million dependent upon minimum gold prices
and production levels.
The loss incurred by Pioneer for the last full financial period prior to
acquisition was US$21.5 million.
F-24
Disposal
In December 2000 Ashanti disposed of a 50% interest in its subsidiary,
Cluff, which owns 100% of the Geita mine in Tanzania. The net inflow in
respect of the disposal is as follows:
US$m US$m
--------------------------------------------------------------------------
Cash paid by AngloGold Limited 207.8
Costs of disposal (27.8)
--------------------------------------------------------------------------
Net cash consideration 180.0
Net assets at date of disposal:
Goodwill 127.4
Tangible fixed assets 205.3
Stocks 11.3
Debtors 1.8
Cash 4.2
Creditors (11.6)
Due to the Company (55.0)
Borrowings (75.0)
--------------------------------------------------------------------------
208.4
--------------------------------------------------------------------------
50% of net assets sold (104.2)
Goodwill reinstated from reserves (24.6)
--------------------------------------------------------------------------
Profit on disposal 51.2
--------------------------------------------------------------------------
Analysis of disposal cash flows:
Net cash consideration 180.0
Net cash disposed of with subsidiary (4.2)
Repayment of intercompany balance 55.0
--------------------------------------------------------------------------
Total cash inflow 230.8
==========================================================================
26. Reconciliation of operating profit/(loss) to operating cash flows
2001 2000 1999
US$m US$m US$m
--------------------------------------------------------------------------
Operating profit/(loss) 76.6 (126.1) 17.2
Depreciation and amortization 82.3 114.8 114.9
Non-cash exceptional operating costs -- 208.3 60.5
Loss on disposal of fixed assets 0.6 5.2 --
Decrease/(increase) in stocks 4.3 (11.8) 2.2
Decrease/(increase) in debtors 2.0 10.8 (0.2)
Decrease in creditors (16.7) (18.0) (26.5)
Decrease in deferred hedging income (57.0) (34.6) (47.5)
Increase/(decrease) in provisions 3.3 0.8 (0.3)
--------------------------------------------------------------------------
Net cash inflow from operating activities 95.4 149.4 120.3
==========================================================================
27. Financing
2001 2000 1999
US$m US$m US$m
--------------------------------------------------------------------------
Revolving Credit
Facility - drawdowns -- -- 270.0
- repayments (33.8) (251.0) (152.6)
Bridge Facility - drawdowns -- 75.0 --
Other - drawdowns -- -- 19.0
- repayments (6.8) (10.3) (61.9)
--------------------------------------------------------------------------
(40.6) (186.3) 74.5
==========================================================================
F-25
28. Analysis of net debt
Other Other Other
non- non- non-
At cash At cash At cash At
Jan 1, Cash move- Dec 31, Cash move- Dec 31, Cash move- Dec 31,
1999 flow ments 1999 flow ments 2000 flow ments 2001
US$m US$m US$m US$m US$m US$m US$m US$m US$m US$m
----------------------------------------------------------------------------------------------------------------
Cash at bank 47.2 (11.9) -- 35.3 (2.5) -- 32.8 (8.7) -- 24.1
Bank overdraft (1.3) (3.3) -- (4.6) 1.1 -- (3.5) (1.7) -- (5.2)
-----------------------------------------------------------------------------------------------------------------
Cash 45.9 (15.2) -- 30.7 (1.4) -- 29.3 (10.4) -- 18.9
Short term deposits and
collateralized cash
(liquid resources) 65.7 (11.3) -- 54.4 (13.6) -- 40.8 (9.7) -- 31.1
Borrowings (489.0) (74.5) (14.5) (578.0) 186.3 29.5 (362.2) 40.6 0.9 (320.7)
-----------------------------------------------------------------------------------------------------------------
Net debt (377.4) (101.0) (14.5) (492.9) 171.3 29.5 (292.1) 20.5 0.9 (270.7)
=================================================================================================================
Following is a detail of the 'other' line item included in the
reconciliation of net cash flow to movement in net debt:
Year ended Year ended Year ended
Dec 31, Dec 31, Dec 31,
2001 2000 1999
US$m US$m US$m
---------------------------------------------------------------------------------------------
Write-down and subsequent re-instatement of
non-recourse project finance loans (note a.) -- (21.3) --
Loans assumed on acquisition (Note 25) -- (8.3) --
Transfers between accruals and long term debt -- (6.5) 6.5
Debt created on close out of hedge contracts (note b.) -- (7.8) (26.5)
Gain on extinguishment of debt -- -- 5.3
Loans disposed of with subsidiary (Note 25) -- 75.0 --
Other 0.9 (1.6) 0.2
---------------------------------------------------------------------------------------------
Total non-cash movements 0.9 29.5 (14.5)
=============================================================================================
a. In 1998, management determined that certain non-recourse development
loans associated with the Iduapriem mine would not be paid down and
consequently the Company wrote-down the loans. This write-down
followed a management decision to close the Iduapriem mine and was
based on cash flow forecasts. In 2000, the Company acquired the
Teberebie gold mine, which is adjacent to the Iduapriem mine. As a
result of the acquisition, management determined that the Iduapriem
and Teberebie mines could use a shared processing plant and
consequently, the operations at Iduapriem were now considered
economically feasible. Revised cash flow forecasts were prepared that
demonstrated that the non-recourse loans which were written-down in
1998 would now be paid; the loans were therefore reinstated.
b. Debt created on the close out of hedge contracts relates to contracts
that were closed out early and rolled into the Company's Facility. The
losses related to these contracts have been recorded as an offset to
deferred income.
--------------------------------------------------------------------------------
29. Related party transactions
The Company's principal shareholder is Lonmin (32%) which provides
technical services and the services of Mr S E Jonah to the Company for
which it received US$0.7 million (2000: US$1.8 million; 1999: US$1.8
million) for the year. Another major shareholder is the Government of Ghana
(20%). The Company pays royalties, corporate and other taxes and utility
charges in the normal course of business to the Government of Ghana and
associated authorities. Amounts charged during the year totaled
approximately US$51 million (2000: US$58 million) of which US$12.3 million
(2000: US$12.8 million) remained unpaid as at December 31, 2001.
30. Contingent liabilities
US Class Actions
The consolidated class action which commenced in the year 2000, is pending
against the Company and one officer and director and one former director
under United States Federal Securities laws in the United States District
Court for the Eastern District of New York. The complaint alleges
non-disclosures and misstatements regarding Ashanti's hedging position and
hedging program. The plaintiffs contend that the Company and the individual
defendants' actions violated Sections 10(b) and 20(a) of the Securities
Exchange Act of 1934 and Rule 10b-5 promulgated under that Act. The
plaintiffs seek unspecified damages, attorneys' and experts' fees and other
reliefs.
F-26
The Company continues to vigorously defend the action, and although the
Company cannot make any assurances regarding the ultimate result of the
litigation at this stage, it believes that the outcome will have no
material adverse effect on the Company's financial position.
Kimin - Employee Actions
In November 1999, the Brussels Labour Court upheld the claims for arrears
of salary and severance payments in proceedings instituted by certain
ex-Kimin expatriate employees against Kimin and Ashanti. In October 2000,
the plaintiffs unsuccessfully instituted proceedings in Kinshasa, DRC to
enforce the provisional judgment against Kimin in the DRC. The Brussels
Labor Court of Appeal issued its judgment on March 13, 2002. The Court
awarded a total sum of 1,501,870.34 euros (approximately US$1.35 million)
plus 7% interest, in favor of the affected ex-employees as against the
total amount claimed by them of US$2.2 million plus interest. Ashanti's
liability for a further claim for payment in lieu of holiday was to be
decided later this year. On July 17, 2002 all parties to the dispute
reached a full and final settlement on claims in this regard.
Pangea/Ashanti Joint Venture - Arbitration
With regard to the arbitration proceedings at the International Court of
Arbitration of the International Chamber of Commerce between Pangea
Goldfields Inc. and the Company, the parties have agreed an amicable
settlement of the dispute that would obviate any further arbitral
proceedings and would not have any material adverse effect on the Company's
financial position.
The Company's financial statements are prepared in accordance with UK GAAP,
which differ in certain significant respects from generally accepted
accounting principles in the United States ("US GAAP"). The following is a
summary of the significant adjustments, to profit/(loss) attributable to
shareholders and shareholders' equity when reconciling amounts recorded in
the consolidated financial statements to the corresponding amounts in
accordance with US GAAP, considering the significant differences between UK
and US GAAP.
31. Summary of Differences Between UK and US Generally Accepted Accounting
Principles
The Company's financial statements are prepared in accordance with UK GAAP,
which differ in certain significant respects from generally accepted
accounting principles in the United States ("US GAAP").
The following is a summary of the significant adjustments, to profit/(loss)
attributable to shareholders and shareholders' equity when reconciling
amounts recorded in the consolidated financial statements to the
corresponding amounts in accordance with US GAAP, considering the
significant differences between UK and US GAAP.
2001 2000 1999
US$m US$m US$m
------------------------------------------------------------------------------------------
Profit and loss account
Profit/(loss) attributable to shareholders under UK GAAP 62.7 (141.1) (183.9)
US GAAP adjustments:
Amortization of goodwill and other intangibles a -- (30.3) (38.6)
Depreciation on impaired tangible fixed assets a 12.9 (11.2) --
Impairment of long-lived assets b,e (87.3) (246.8) (61.0)
Equity investment in joint ventures c (3.3) -- --
Deferred income taxes d (16.1) (29.7) 112.0
Derivative financial instruments e 5.3 60.5 (160.7)
Transfer from other comprehensive income:
- Gain on derivative financial instruments related to
impaired assets e 32.3 -- --
- Deferred hedging income e 51.2 -- --
Warrants issued to non-employees f -- (1.1) (5.7)
Write-down of non-recourse loans g -- 22.0 (0.7)
Asset write-back h -- (20.0) --
Depreciation on asset write-back h 1.7 1.2 --
Prepaid forward gold facility i -- -- (4.3)
Accounting for pensions j 0.8 3.9 5.5
Environmental and site restoration obligations k 1.4 (0.6) (1.4)
Compensation charge on variable plan options l (1.2) -- --
Deferred income taxes on the above 5.0 44.1 3.4
------------------------------------------------------------------------------------------
Profit/(loss) attributable to shareholders under US GAAP 65.4 (349.1) (335.4)
==========================================================================================
Profit/(loss) attributable to shareholders under US GAAP
before extraordinary items and the cumulative effect of
an accounting change 33.1 (349.1) (336.2)
Cumulative effect of an accounting change 32.3 -- --
F-27
2001 2000 1999
US$m US$m US$m
--------------------------------------------------------------------------------------
Extraordinary items (less applicable taxes of US$nil for the
year ended December 31, 1999) -- -- 0.8
--------------------------------------------------------------------------------------
Profit/(loss) attributable to shareholders under US GAAP 65.4 (349.1) (335.4)
======================================================================================
Statement of comprehensive income
Profit/(loss) for the year 65.4 (349.1) (335.4)
Other comprehensive income, net of income tax:
Cumulative effect of accounting change -
adoption of SFAS 133 146.2 -- --
Transfer to earnings:
- Gain on derivative financial instruments related to
impaired assets (32.3) -- --
- Deferred hedging income (51.2) -- --
--------------------------------------------------------------------------------------
128.1 (349.1) (335.4)
======================================================================================
Earnings per share (US$):
Basic:
Earnings/(loss) per share before extraordinary items and
cumulative effect of an accounting change 0.30 (3.11) (3.02)
Cumulative effect of an accounting change 0.28 -- --
Extraordinary items -- -- 0.01
Earnings/(loss) per share 0.58 (3.11) (3.01)
======================================================================================
Diluted:
Earnings/(loss) per share before extraordinary items and
cumulative effect of an accounting change 0.29 (3.11) (3.02)
Cumulative effect of an accounting change 0.28 -- --
Extraordinary items -- -- 0.01
Earnings/(loss) per share 0.57 (3.11) (3.01)
======================================================================================
2001 2000 1999
US$m US$m US$m
-------------------------------------------------------------------------------------------
Shareholders' equity
Equity shareholders' funds under UK GAAP 338.3 274.7 391.2
Impact on cost of long-lived assets (including impairment
and purchase price adjustments) a, b 72.2 159.5 447.2
Accumulated amortization and depreciation on long-lived
assets a (266.9) (279.8) (239.7)
Equity investment in joint ventures c 22.3 25.6 --
Deferred income taxes d (55.8) (39.7) (10.0)
Derivative financial instruments e 154.4 2.9 (57.6)
Asset write-back h (20.0) (20.0) --
Accumulated depreciation on asset write-back h 2.9 1.2 --
Accounting for pensions j -- (0.8) (4.7)
Environmental and site restoration obligations k (3.5) (4.9) (4.3)
Write down of non-resource loans g -- -- (22.0)
Contingent consideration m -- -- 11.7
Deferred income taxes on the above 64.6 59.6 15.5
-------------------------------------------------------------------------------------------
Shareholders' equity under US GAAP 308.5 178.3 527.3
===========================================================================================
F-28
Accumu-
lated other
compre-
Retained hensive Stated Other
Total earnings income capital reserves
Statement of changes in shareholders' equity US$m US$m US$m US$m US$m
---------------------------------------------------------------------------------------------------
Balance at December 31, 1998 842.2 304.6 -- 518.6 19.0
Net loss for the year (335.4) (335.4) -- -- --
Distribution of dividends (10.9) (10.9) -- -- --
New share capital issued 25.7 -- -- 25.7 --
Warrants issued to non-employees 5.7 5.7 -- -- --
---------------------------------------------------------------------------------------------------
Balance at December 31, 1999 527.3 (36.0) -- 544.3 19.0
Net loss for the year (349.1) (349.1) -- -- --
Warrants issued to non-employees 1.1 1.1 -- -- --
Other (1.0) (1.0) -- -- --
---------------------------------------------------------------------------------------------------
Balance at December 31, 2000 178.3 (385.0) -- 544.3 19.0
Net profit for the year 65.4 65.4 -- -- --
New share capital issued 0.9 -- -- 0.9 --
Compensation charge on variable plan options 1.2 1.2 -- -- --
SFAS 133 transition adjustment 146.2 -- 146.2 -- --
Transfer to net income for the year (83.5) -- (83.5) -- --
---------------------------------------------------------------------------------------------------
Balance at December 31, 2001 308.5 (318.4) 62.7 545.2 19.0
===================================================================================================
a) Amortization of long-lived assets
Goodwill and other intangible assets
For years prior to the year ending December 31, 1998, goodwill arising on
business combinations treated as acquisitions was written off against
retained earnings in accordance with UK GAAP. On the subsequent disposal or
termination of a previously acquired business, the profit or loss on
disposal is calculated after charging the amount of related goodwill
previously charged to reserves. The Company adopted FRS 10 in 1998. FRS 10
requires that goodwill be capitalized and amortized over its expected
useful life. However, capitalization of amounts previously written off
against retained earnings is not required. Under US GAAP, goodwill and
other intangible assets (principally mineral rights) are capitalized and
amortized over the life of the mine using the unit of production method.
Tangible fixed assets
The difference on depreciation of tangible fixed assets arises from the
impact of adjustments to historic cost in respect of impairment charges.
b) Impairment of long-lived assets
Under both UK and US GAAP, impairment reviews of long-lived assets are
performed whenever events or changes in circumstances indicate that their
carrying amounts may not be recoverable. However, measurement differences
arise regarding the determination of when a long-lived asset is impaired
and the amount of impairment loss to be recognized.
Under UK GAAP, the Company evaluates long-lived assets for impairment by
comparing the carrying value less deferred hedging income to the
recoverable amount based on discounted future cash flows. Under US GAAP,
(i) undiscounted cash flows are used to evaluate for impairment, and (ii)
deferred hedging income is not subtracted from the carrying value of
long-lived assets.
Under both UK and US GAAP, if an impairment exists, an impairment loss is
recognized to record the long-lived assets at their recoverable amount,
under UK GAAP, and their fair value under US GAAP. The Company estimates
both recoverable amount and fair value using discounted cash flow
techniques. The discount rate applied is management's estimate of the rate
that the market would expect on an investment of comparable risk. Under UK
GAAP, impairment losses increase accumulated depreciation; under US GAAP,
impairment losses reduce the historical cost of the related long-lived
asset.
Differences arise between impairment assessments under UK GAAP and US GAAP
as follows: (i) hedging cash flows from all derivative instruments are
included in income generating units for impairment assessments under UK
GAAP, while, under US GAAP, prior to January 1, 2001, hedging cash flows
only in respect of forward contracts and gold lease rate swaps are included
and, subsequent to that date, no expected future cash flows from derivative
instruments are included in impairment assessments; and (ii) corporate
overhead costs are included in US GAAP impairment assessments only to the
extent that they
F-29
are incremental costs that are directly attributable to the operation of
the mines whereas UK GAAP permits the allocation of joint corporate costs
that are not so directly attributable.
Under US GAAP, the Company recorded an impairment loss for the year ending
December 31, 2001 amounting to US$87.3 million (2000: US$428.6 million,
1999: US$91.0 million). The impairment loss was allocated, by segment,
first to goodwill and then to long-lived assets. The segment analysis is as
follows: US$nil (2000: US$331.2 million; 1999: US$nil) relating to the
Obuasi mine, US$54.9 million (2000: US$83.8 million; 1999: US$nil) relating
to the Siguiri mine, US$32.4 million (2000: US$nil; 1999: US$34.8 million)
relating to the Bibiani mine, US$nil (2000: US$13.0 million; 1999: US$54.0
million) relating to the Freda-Rebecca mine and US$nil (2000: US$0.6
million; 1999: US$2.2 million) relating to the Ayanfuri mine.
c) Equity investment in joint ventures
The Company's equity investment in joint ventures is in respect of its 50%
interest in the Geita mine in Tanzania. This mine became a joint venture of
the Company on December 15, 2000, following the Company's sale of 50% of
its interest in this mine to AngloGold Limited.
Under UK GAAP the results of joint ventures are accounted for using the
gross equity method of accounting which results in the Company's share of
net income and the net assets, together with additional disclosure
information relating to these balances, being presented on the face of the
profit and loss account and balance sheet.
Under US GAAP the Company adopts the equity accounting provisions of APB
Opinion number 18, The Equity Method of Accounting for Investments in
Common Stock (APB 18). Under APB 18 the Company's investment in, and
advances to, the investee, which are increased or decreased by earnings,
losses, and dividends, are combined and shown as a single-line item in its
balance sheet. Similarly, the Company's share of the investee's current net
earnings or losses is shown as a single-line item in its income statement.
The difference between UK and US GAAP is principally one of disclosure.
However a difference does arise from additional goodwill of US$25.6 million
on the acquisition of the investment in joint ventures and, subsequently,
from the equity in earnings impact of adjustments required to convert the
underlying accounts of the joint venture from UK to US GAAP and of the
amortization of the additional goodwill. The Company's 50% share of these
differences at December 31, 2001 relate to the mark-to-market liability of
US$2.4 million in respect of its derivative financial instruments.
Additional goodwill amortization of US$0.9 million has been charged during
2001.
Additional disclosures in respect of the net income and net assets of the
joint venture are provided on the face of the profit and loss account and
balance sheet as required under UK GAAP.
d) Deferred income taxes
Under UK GAAP, deferred taxes are only provided to the extent an asset or
liability is expected to crystallize. Under US GAAP, the Company has
applied Statement of Financial Accounting Standards (SFAS) No. 109,
Accounting for Income Taxes (SFAS 109), for all periods presented. SFAS 109
requires an asset and liability method of accounting whereby deferred taxes
are recognized for the tax consequences of all temporary differences
between the financial statement carrying amounts and the related tax bases
of assets and liabilities. Under US GAAP, the effect on deferred taxes of a
change in tax rate is recognized in income in the period that includes the
enactment date. SFAS 109 requires deferred tax assets to be reduced by a
valuation allowance if, based on the weight of available evidence,
including cumulative losses in recent years, it is considered more likely
than not that some portion or all of the deferred tax assets will not be
realized.
F-30
The following are the deferred tax assets and liabilities at period end:
Dec 31, 2001 Dec 31, 2000 Dec 31, 1999
US$m US$m US$m
-------------------------------------------------------------------------------
Deferred tax liabilities:
Long-lived assets 104.9 128.7 204.1
Deferred tax assets:
Losses carried forward (231.5) (245.7) (189.2)
Other (5.0) (4.7) (11.3)
-------------------------------------------------------------------------------
Total deferred tax asset (131.6) (121.7) 3.6
Valuation allowance 124.7 111.7 --
-------------------------------------------------------------------------------
Net deferred tax asset (6.9) (10.0) 3.6
===============================================================================
During the year ended December 31, 2001, the Company increased its valuation
allowance by US$13.0 million to adjust its deferred tax assets to estimated
realizable value. The total valuation allowance primarily relates to the
deferred tax assets arising from loss carryforwards as well as other temporary
differences. At December 31, 2001, the Company had US$765.2 million in loss
carryforwards of which US$694.5 million can be carried forward indefinitely. The
remaining loss carryforwards amounting to US$18.2 million, US$25.6 million,
US$10.1 million and US$16.8 million expire in 2003, 2004, 2005 and 2006,
respectively.
At December 31, 2001, based upon the level of historical taxable income and
projections for future taxable income over the periods in which the temporary
differences are anticipated to reverse, and prudent and feasible tax-planning
strategies, management believes it is more likely than not that the Group will
realize the benefits of these deductible differences, net of the valuation
allowances. However, the amount of the deferred tax asset considered realizable
could be adjusted in the future if estimates of taxable income are revised.
The Company has not provided for any deferred income taxes on the undistributed
earnings of subsidiaries because, in management's opinion, such earnings have
been indefinitely reinvested in the Company's operations. It is not practical to
determine the amount of unrecognized deferred tax liabilities for temporary
differences related to investments in these non-Ghanaian subsidiaries.
The components of the tax expense/(benefit) were as follows:
Year ended Year ended Year ended
Dec 31, 2001 Dec 31, 2000 Dec 31, 1999
US$m US$m US$m
-----------------------------------------------------------------------------------------------------------------
Current tax expense 14.8 8.0 2.8
Deferred tax (benefit)/expense under UK GAAP (8.0) 0.8 (0.1)
Deferred tax expense/(benefit) of applying SFAS 109 11.1 (14.4) (115.5)
-----------------------------------------------------------------------------------------------------------------
Tax expense/(benefit) for the year on application of SFAS 109 to UK
GAAP profit/(loss) before tax 17.9 (5.6) (112.8)
=================================================================================================================
The tax expense/(benefit) recorded under US GAAP differs from the amount
determined by applying the applicable Ghanaian statutory income tax rate to
pre-tax profit/(loss) attributable to shareholders under US GAAP as a result of
the following:
Year ended Year ended Year ended
Dec 31, 2001 Dec 31, 2000 Dec 31, 1999
US$m US$m US$m
-------------------------------------------------------------------------------------------
Tax expense/(benefit) at statutory rate* 24.4 (123.6) (156.8)
Amortization of goodwill 10.5 54.6 30.2
Investment allowances (0.1) (11.9) (1.8)
Deferred tax on acquisition and disposal -- (9.8) --
Effect of foreign income taxes, net (55.5) (38.6) 10.6
Impact of change in tax rate on deferred taxes 8.5 -- --
Prior year tax adjustments 11.8 11.6 6.2
Valuation allowance 13.0 111.7 --
Other permanent differences 5.3 0.4 (1.2)
-------------------------------------------------------------------------------------------
Tax expense/(benefit) for the year 17.9 (5.6) (112.8)
===========================================================================================
* The statutory rate for 2001 was 30% and 35% for 1999 and 2000.
F-31
e) Derivative financial instruments
Under UK GAAP, the Company accounts for all derivative contracts using hedge
accounting. The impact of accounting for derivatives under US GAAP is set out
below.
Position to December 31, 2000
Under US GAAP, derivative financial instruments that are accounted for using
hedge accounting must demonstrate a high degree of hedge effectiveness at the
inception of the hedge relationship and on an ongoing basis. Hedge accounting
under US GAAP additionally requires that the hedge relationship be designated at
inception and reduce enterprise or transaction risk. Under US GAAP, the Company
accounts for fixed forward sales contracts and lease rate swaps using hedge
accounting.
Under US GAAP, gains or losses (realized or unrealized) for derivative contracts
which no longer qualify as hedges for accounting purposes are recognized in
income immediately.
The Company uses written and purchased put and call options, which qualify for
hedge accounting under UK GAAP, to hedge exposure to commodity price risk for
gold. The Company does not account for these instruments using hedge accounting
under US GAAP.
Specifically, written options are the writing or sale of options contracts, (the
Company writes options with gold prices as the underlying risk), which obligate
the writer to fulfil the contract should the holder choose to exercise. These
contracts are not considered to reduce risk to the writer as the holder will
only choose to exercise when it is beneficial to do so. In the Company's
judgment, it is appropriate to treat these contracts as not qualifying for hedge
accounting. Written options include option contracts sold for the purchase and
sale of gold at a future date, and certain convertible structures, whereby the
written option may convert into bought put options if the gold price moves below
a specified barrier.
The adjustment relating to derivative contracts that do not qualify for hedge
accounting under US GAAP includes (i) the recognition of changes in market
values between periods and (ii) the reversal of deferred hedging gains and
losses that were recorded on the early close out of such contracts under UK
GAAP.
Position from January 1, 2001
Effective January 1, 2001, the Company adopted SFAS 133, Accounting for
Derivative Instruments and Hedging Activities (SFAS 133), which establishes
accounting and reporting standards for derivative instruments, including certain
derivative instruments embedded in other contracts and for hedging activities.
All derivatives, whether designated in hedging relationships or not, are
required to be recorded on the balance sheet at fair value. If the derivative is
designated as a fair value hedge, the changes in the fair value of the
derivative and the hedged item are recognized in earnings. If the derivative is
designated as a cash flow hedge, changes in the fair value of the derivative are
recorded in other comprehensive income (OCI) and are recognized in the profit
and loss account when the hedged item affects earnings.
For the purpose of SFAS 133, all financial instruments have been
marked-to-market at both January 1 and December 31, 2001. Whilst all derivatives
are entered into for hedging purposes, they did not qualify for hedge accounting
under the provisions of SFAS 133 at January 1, 2001. Accordingly the movement in
fair value of derivatives is included in net income for the year. The following
table sets out the fair value of the relevant derivative financial instruments
at December 31, 2001 and 2000:
2001 2000
US$m US$m
-------------------------------------------------------------------------------
Forward contracts 117.6 93.3
European Put options (net bought) 51.0 22.9
European Call options (net sold) (48.3) (48.5)
Convertible structures 10.5 22.4
Lease rate swaps (42.0) (61.0)
-------------------------------------------------------------------------------
88.8 29.1
-------------------------------------------------------------------------------
The US$154.4 million adjustment to shareholders' equity at December 31, 2001
represents (i) US$88.8 million, being the total adjustment to mark-to-market the
relevant financial instruments at that date; and (ii) the reversal of the
deferred hedging income balance of US$65.6 million recorded as a creditor under
UK GAAP.
The adoption of SFAS 133 resulted in cumulative transition adjustment gains
after tax of US$146.2 million at January 1, 2001 which was recorded in
accumulated other comprehensive income at that date. Of these gains US$32.3
million was immediately reclassified into earnings on recognition of the
impairment charge discussed in b) above. An additional US$51.2 million was
reclassified into earnings relating to the amortization of the accumulated
deferred hedging income balance. The remaining accumulated other comprehensive
income of US$62.7 million, relating to deferred hedging income, will all be
reclassified into earnings in the year ended December 31, 2002.
F-32
f) Warrants issued to non-employees
As described in Note 22, in November 1999 the Company issued warrants to its
hedging counterparties at a conversion price of US$4.75 per share. On February
21, 2000, the warrants were re-priced to US$3.00. Under UK GAAP, as the net
proceeds of the issue were US$nil, no expense was recognized in the financial
statements. Under US GAAP, the warrants are accounted for using the fair value
methodology in SFAS 123 in a manner consistent with equity instruments issued to
non-employees.
g) Write-down of non-recourse loans
In 1998, management determined that certain non-recourse development loans
associated with the Iduapriem mine would not be paid down and consequently,
under UK GAAP, the Company wrote-down the loans. This write-down followed a
management decision to close the Iduapriem mine and was based on cash flow
forecasts. In 2000, Ashanti acquired the Teberebie gold mine, which is adjacent
to the Iduapriem mine. As a result of the acquisition, management determined
that the Iduapriem and Teberebie mines could use a shared processing plant and
consequently, the operations at Iduapriem were now considered economically
feasible. Revised cash flow forecasts were prepared that demonstrated that the
non-recourse loans which were written-down in 1998 would now be paid; under UK
GAAP, the loans were therefore reinstated. Under US GAAP, the conditions
necessary for extinguishment of debt are more stringent than UK GAAP. As the
Company was not legally released from the debt in 1998, the non-recourse loans
are not considered to be extinguished under US GAAP.
h) Asset write-back
In connection with the decision to close down the Iduapriem mine in 1998, the
Company wrote down certain long-lived assets under both UK and US GAAP. As
described above, in 2000 Ashanti acquired the Teberebie gold mine, which is
adjacent to the Iduapriem mine. As a result of the acquisition, management
determined that the Iduapriem and Teberebie mines could use a shared processing
plant and, consequently the operations at Iduapriem were again considered
economically feasible. Under UK GAAP, an element of the previously recognized
impairment charge was reversed. Under US GAAP, the reversal of previously
recognized impairment losses is not permitted.
i) Prepaid forward gold facility
The Company entered into a prepaid forward gold facility in 1996 that was
refinanced early in 1999. In the UK GAAP balance sheet, the instrument was
carried at cost, and, on early repayment of the facility, a gain of US$5.3
million was recognized. The gain recognized represented the difference between
the fair value of the facility at the refinancing date and the carrying value of
the facility. Under US GAAP, the gold facility is retranslated at each period
end (including the refinancing date) using the prevailing spot rates in order to
recognize the impact of fluctuating gold prices over the term of the facility;
gains and losses on retranslation are recognized in the Company profit and loss
account.
j) Accounting for pensions
During the years ended December 31, 2001, 2000 and 1999, the Company recorded
pension costs amounting to US$1.2 million, US$3.7 million (of which US$3.0
million were classified as exceptional operating costs) and US$6.3 million (of
which US$5.0 million were classified as exceptional operating costs),
respectively, related to the Scheme operated at the Obuasi mine. The Scheme
provides for a monthly payment in Ghanaian currency (indexed to the US dollar)
to retirees until death. Prior to the periods presented in these financial
statements (i) all Scheme participants had retired, and (ii) the Scheme was
closed to new employees. The exceptional operating cost recognized in 1999
represented management's best estimate of the total remaining liability under
the Scheme as at December 31, 1999. This estimate was calculated based on the
Ghanaian currency liability existing at that time. Prior to this date, the
Scheme was accounted for on a cash basis. In 2000, the Scheme liability was
re-estimated. The increase in the Scheme liability in 2000 reflects the
re-introduction of the US dollar indexing in that year.
Under US GAAP, the Scheme is accounted for in accordance with the provisions of
SFAS 87, Employers' Accounting for Pensions and presented in accordance with
SFAS 132, Employers' Disclosures about Pensions and Other Post Retirement
Benefits. The benefits for the Scheme are based on years of service and
compensation levels for the covered retirees. The Scheme is unfunded and
accordingly, no assets related to the Scheme are recorded. Pension
expense/(income) amount to (in thousands) US$345 in 2001, US$(169) in 2000 and
US$633 in 1999 of which actuarial (gain)/loss was the only component. The
projected benefit obligation for the Scheme was determined using a weighted
average discount rate of 4.8% for each of the three years ended December 31,
2001.
F-33
Pension Benefits
2001 2000 1999
US$m US$m US$m
-------------------------------------------------------------------------------
Change in benefit obligation
Benefit obligation at beginning of year 8.8 9.7 10.2
Actuarial loss/(gain) 0.3 (0.2) 0.6
Benefits paid (1.2) (0.7) (1.1)
-------------------------------------------------------------------------------
Benefit obligation at end of year 7.9 8.8 9.7
===============================================================================
k) Environmental and site restoration obligations
Under UK GAAP, the expected costs of any committed decommissioning or other site
restoration programs incurred during the construction phase are discounted at
the weighted average cost of capital and capitalized at the beginning of each
project and amortized over the life of the mine using the units of production
method. Additional provisions are also recorded during the production phase as
environmental liabilities arise with a corresponding charge to operating
results. Under US GAAP, the cost of decommissioning or other site restoration
programs is accrued using the unit-of-production method and charged to cost of
sales and other direct production costs over the life of mine.
It is reasonably possible that, due to uncertainties associated with defining
the nature and extent of environmental contamination, application of laws and
regulations by regulatory authorities, and changes in remediation technology,
the ultimate cost of remediation could change in the future. The Company
periodically reviews its accrued liabilities for such remediation costs, as
evidence becomes available indicating that its remediation liability has
potentially changed. Ashanti currently carries public liability insurance
coverage arranged through reputable insurers. However, there is no specific
coverage available for environmental liabilities which either arise gradually or
otherwise than as a result of an insurable event.
l) Variable plan options
On April 25, 2001, Ashanti implemented an option contribution plan that gives
current option holders the ability to cancel their outstanding options in
exchange for newly issued options. For every 10 shares under option which were
cancelled by the option holders, a new option is granted over three shares.
These new options require the option holder to remain employed by Ashanti for a
period of three years from the date of grant.
Under UK GAAP, the voluntary cancellation and re-grant of options are treated as
separate events. At the date of grant, the option prices were above the market
price of Ashanti's shares. Consequently, the options have no intrinsic value and
no compensation charge has been recognized pursuant to Urgent Issues Task Force
("UTTF") 17, Employee Share Schemes.
Under US GAAP, the voluntary cancellation and re-grant of options are also
treated as separate events. However, under US GAAP, FASB Interpretation No. 44,
Accounting for Certain Transactions Involving Stock Compensation: an
Interpretation of APB Opinion No. 25, requires variable plan accounting for the
newly granted options. Consequently, compensation cost in respect of options
regranted during the year has been measured at the period end for the difference
between the quoted market price and the option strike price to be paid by an
employee. Such expense is being recognized over the three-year service period.
m) Contingent consideration
UK Financial Reporting Standard No. 7 "Fair Values in Acquisition Accounting"
requires the cost of acquisition to include a reasonable estimate of the fair
value of the amounts of contingent consideration expected to be payable in the
future. At December 31, 1999, US$24.0 million was included in deferred purchase
consideration under UK GAAP related to the purchase of the Kimin mine; payment
of US$11.7 million of this amount was initially contingent on the output of the
mine. Under US GAAP, the deferred purchase consideration related to Kimin would
be recorded on resolution of the contingency. During fiscal 2000, the Company
renegotiated the terms of the Kimin purchase agreement such that the contingency
was eliminated and consequently no reconciling difference exists between UK and
US GAAP at December 31, 2000.
Other disclosures
The following information is provided as additional disclosure under US GAAP:
Nature of operations
Ashanti Goldfields Company Limited ("Ashanti") and subsidiaries (collectively,
the "Company") are primarily engaged in the mining and processing of gold ores
and the exploration and development of gold properties in Africa. The Company's
operations are principally in Ghana, Guinea, Tanzania and Zimbabwe. Gold bullion
produced by the Company is used primarily for fabrication and bullion
investment. Fabricated gold has a wide variety of uses including jewelery (the
largest
F-34
fabrication use for gold), electronics, dentistry, decorations, medals,
medallions and official coins. Gold for bullion investment is primarily
sold to central banks as part of their national investment strategies.
Earnings per share
Under US GAAP, basic earnings/(loss) per share ('EPS') is computed by
dividing net earnings/(loss) available to common shareholders by the
weighted average number of common shares outstanding for the year. The
computation of diluted EPS is similar to basic EPS, except that the
denominator is increased to include the number of additional common shares
that would have been outstanding if the potentially dilutive common shares
had been issued, and the numerator may be adjusted for the impact the
outstanding security had on income available to common shareholders used in
the basic EPS calculation.
Diluted EPS is equal to basic EPS for the years ended December 31, 2000 and
1999 as the exercise of the Senior Management Share Options, Warrants and
conversion of 5 1/2% Exchangeable Notes, are excluded from the computation
of diluted EPS in those years as the effect of inclusion is anti-dilutive.
The number of potentially dilutive shares that were excluded from the
computation of diluted EPS are as follows:
2001 2000 1999
millions millions millions
--------------------------------------------------------------------------------
Senior Management Share Options 2.8 8.3 8.2
5 1/2% Convertible Notes 8.1 8.0 8.3
Warrants 19.8 19.8 19.8
--------------------------------------------------------------------------------
30.7 36.1 36.3
--------------------------------------------------------------------------------
Use of estimates
The preparation of financial statements in conformity with generally
accepted accounting principles in the United States of America requires
management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the reported
amounts of revenue and expenses during the period. Actual results could
differ from those estimates.
Credit risk and concentrations of credit risk
Credit risk represents the accounting loss that would be recognized at the
reporting date if counterparties failed completely to perform as contracted
and from movements in gold prices. The Company does not anticipate
non-performance by counterparties.
Concentrations of credit risk (whether on or off-balance sheet) that arise
from financial instruments exist for groups of customers or counterparties
when they have similar economic characteristics that would cause their
ability to meet contractual obligations to be similarly affected by changes
in economic or other conditions. Financial instruments on the balance sheet
that potentially subject the Company to concentrations of credit risk
consist primarily of cash and cash equivalents, receivables and derivatives
which are recorded at fair value. The Company maintains a policy providing
for the diversification of cash and cash equivalent investments and places
its investments in a number of high quality financial institutions to limit
the amount of credit risk exposure. Concentrations of credit risk with
respect to receivables are limited due to the large, financially strong
customers the Company does business with.
As described in Note 1, the Company enters into certain hedging
transactions. The Company attempts to minimize its credit exposure to
counterparties by entering into derivative contracts with major
international financial institutions. Although the Company's theoretical
credit risk is the replacement cost at the then estimated fair value of
these instruments, management believes that the risk of incurring losses is
remote. Market risk exists due to the fact that the price of gold could
rise above the strike price on a position thus creating an exposure in
favour of counterparties. The counterparties may call for margin payments
on the contracts in this instance, subject to any restrictions on margin
calls (including margin free limits) which are contained in the contract.
Management does not believe significant risk exists in connection with the
Company's concentrations of credit as at December 31, 2001.
Redundancy costs
Included in operating expenses for the year ended December 31, 1999 was a
charge of US$17 million for redundancy costs associated with labor
rationalization at the Obuasi mine and the decision to close the surface
mining at Obuasi. A further charge of US$3 million for redundancy costs is
included in operating expenses for the year ended December 31, 2000 in
respect of this closure.
F-35
During the second quarter of 1999 the Company reached an agreement with the
Ghana Mineworkers' Union for a labor rationalization plan involving the
retrenchment of 2,155 permanent employees (2,000 junior shift workers and
155 senior salaried staff). Additionally, during the fourth quarter of
1999, the Company announced the closing of the surface mining operations at
Obuasi by the end of 2000 together with the closure of certain shafts and
processing plants. The surface mine closure includes the termination of 700
employees. Under both the redundancy plans, actual employees terminated
amounted to approximately 2,900 employees through December 31, 2000.
Of the total costs charged to date of US$20 million (1999: US$17 million)
the remaining accrual as at December 31, 2000 was US$2.1 million (1999:
US$7.5 million). Actual redundancy costs paid in 2000 were US$8.4 million
(1999: US$9.5 million). During 2001 no further employees were made
redundant and no further costs were paid.
Extraordinary items
Under UK GAAP, the Company recognized a gain of US$1.3 million in 1999
related to the repurchase of preference shares issued as part of the
consideration for Golden Shamrock Mines Limited in 1996. The preference
shares (the "Shares") were issued using a special purpose entity and are,
in-substance, debt. The Shares entitle the holder to fixed payments in cash
and do not participate in earnings, dividends or have voting rights. Under
UK GAAP, these items were included as a component of net interest payable
on the profit and loss account statement. Under US GAAP, these gains are
treated as extraordinary items.
Pro forma financial information
In June 2000, Ashanti acquired a 90% interest in Pioneer, the Company that
owns the Teberebie mine in Ghana (see Note 25). The acquisition was
accounted for under the purchase method for US GAAP purposes.
Goodwill arising as part of the acquisition amounted to US$21.9 million and
is being amortised over the life of the underlying mine assets using the
unit of production method. Unaudited pro forma results of operations under
UK GAAP for the year ended December 31, 2000 and 1999, as if the 90%
ownership in the Teberebie mine had been acquired at the beginning of each
reporting period, follow. The pro forma results include estimates and
assumptions which management believes are reasonable. However, pro forma
results do not include any anticipated cost savings or other effects of the
planned integration of the Teberebie mine, and are not necessarily
indicative of the results which would have occurred if the business
combination had been in effect on the dates indicated or which may result
in the future.
2000 1999
US$ million
(except per share amounts)
(unaudited)
-------------------------------------------------------------------------------
Pro forma revenues 584.8 658.7
Pro forma net loss (151.1) (204.2)
Pro forma basic loss per share (US$) (1.3) (1.8)
Pro forma diluted loss per share (US$) (1.9) (2.0)
Revenue recognition
Under UK GAAP, the Company recognizes "estimated" revenue when gold is
produced in dore form in the gold room based on the quantity and spot price
at that date. Pursuant to the Company's refining and purchase agreements
with its customers (i) the actual sales price is the spot price at the date
of delivery, and (ii) the actual quantity invoiced is the quantity after
the gold is refined (refining is generally completed within one day of
delivery.) Consequently, under UK GAAP the Company processes an adjustment
on completion of the refining process to adjust revenues recognized at the
time of producing dore to actual revenues.
Under US GAAP, the Company recognizes revenue from sales of gold bullion at
the date of delivery to the refinery. At this point in time, delivery of
third-party refined gold to the customer has occurred, the pricing is
either fixed or determinable and collectibility is reasonably assured.
Under US GAAP, revenues were lower by US$2.9 million for the year ended
December 31, 2001, US$5.8 million for the year ended December 31, 2000, and
higher by US$4.8 million for the year ended December 31, 1999. The
difference in accounting policy is not material with respect to operating
profit/(loss), profit/(loss) attributable to shareholders, and shareholders
equity under US GAAP for all periods presented. Consequently, no US GAAP
adjustments have been recorded.
In November 1999, the United States Securities and Exchange Commission (the
"SEC") issued Staff Accounting Bulletin No. 101, Revenue Recognition ("SAB
101"). This Bulletin sets forth the SEC Staff's position regarding the
point at which it is appropriate for a company to recognize revenue. The
Staff believes that revenue is realizable and earned when all of the
following criteria are met: (i) persuasive evidence of an arrangement
exists, (ii) delivery has occurred or service has been rendered, (iii) the
seller's price to the buyer is fixed or determinable and (iv)
collectibility is reasonably assured. The Company
F-36
adopted SAB 101 in the fourth quarter of the year ended December 31, 2000
in accordance with SAB 101. The adoption of SAB 101 had no effect on the
Company's financial statements.
Ashanti adopted SFAS 133 on January 1, 2001. Subsequent to the adoption of
SFAS 133, all deferred hedging gains and losses that are recorded on the
early close out of hedging contracts under UK GAAP are reversed in the US
GAAP reconciliation as part of the 'Derivative financial instruments'
adjustment as further explained in note 31(e) above.
Gold realization risks
The nature of realization risks inherent in commodity inventories for which
revenue has already been recognized relate to the possibility of
significant changes in the spot price for gold between the date the gold is
poured and the delivery date and differences in quantities between the
poured amount and the refined amount.
The overall realization risk is mitigated by the following factors:
o Estimated ounces have never varied significantly from the final
quantity declared by the refiner;
o Theft is covered by bullion insurance; and
o Gold is a liquid commodity recognized on international exchanges and,
if a customer does not accept delivery, Ashanti can deliver to one of
its other customers.
Exceptional items
For the year ended December 31, 2001 no exceptional items were recognized.
In the year ended December 31, 2000, the Company recognized exceptional
operating costs before operating (loss)/profit of US$215.2 million (1999:
US$79.1 million) and an exceptional profit on sale of businesses of US$46.6
million (1999: profit of US$0.2 million). Additionally, in the year ended
December 31, 1999 an exceptional provision for loss on disposal of fixed
assets of US$171.1 million was recognized. Under US GAAP, these items are
treated as operating items and not shown as exceptional items in the profit
and loss account. There is no impact on the US GAAP net loss as a result of
the treatment for UK GAAP. Similarly there is no impact on basic and
diluted loss per share as such amounts have been considered in the
calculation of such figures.
Buyback and reissuance of shares
In the year ended December 31, 1999, the Company purchased 22,888 of its
ordinary shares increasing the number held in treasury to 559,405 ordinary
shares which remain in existence at December 31, 2001. The purchases of
shares were accounted for in accordance with the Ghana Companies Code 1963
(Act 179) in a non-distributable Share deals account within shareholders'
equity. Under US GAAP, the cost of the treasury shares is generally
presented as a reduction of total shareholders' equity. This difference in
presentation has no impact on shareholders' equity.
Cash
In the UK GAAP balance sheet, 'Gold-in-transit' and 'cash held as
collateral' have been included within cash balances but have not been
included as part of cash in preparing the UK GAAP cash flow statement in
accordance with FRS 1 (Revised). For cash flow purposes 'Gold-in-transit'
and 'cash held as collateral', together with short-term deposits, are
classified as liquid resources. Under US GAAP, 'Gold-in-transit' and 'cash
held as collateral' are classified as other assets in the balance sheet
and, similar to UK GAAP, would not be included as part of cash and cash
equivalents in preparing the US GAAP cash flow statement.
Furthermore, 'cash held as collateral' is classified as restricted cash,
which forms part of other current assets under US GAAP, as it is held as
collateral for a short-term loan to Ashanti Goldfields Zimbabwe Limited.
'Gold-in-transit' would also be classified as other current assets.
Employee stock options
The Company accounts for its stock option and stock-based compensation
plans using the intrinsic-value method prescribed in Accounting Principles
Board Opinion No. 25, Accounting for Stock issued to Employees ("APB 25").
Accordingly, the Company computes compensation costs for each employee
stock option granted as the amount by which the fair market value of
ordinary shares on the date of the grant exceeds the amount the employee
must pay to acquire the shares. Accordingly, where options have been
granted at exercise prices equal to fair market value on the date of grant,
no compensation expense has been recognized by the Company.
Had compensation cost for the Company's stock option plans been determined
consistent with the fair value methodology prescribed under SFAS 123, the
Company's net profit/(loss) attributable to shareholders and net profit per
share under UK GAAP would have been decreased to the pro forma amounts in
the table below:
F-37
2001 2000 1999
US$m US$m US$m
(except per (except per (except per
share amounts) share amounts) share amounts)
--------------------------------------------------------------------------------
Net profit/(loss):
As reported 62.7 (141.1) (183.9)
Pro forma 61.6 (144.3) (187.1)
Net profit/(loss) per share:
Basic:
As reported (US$) 0.56 (1.25) (1.64)
Pro forma (US$) 0.55 (1.28) (1.67)
Diluted:
As reported (US$) 0.55 (1.25) (1.64)
Pro forma (US$) 0.54 (1.28) (1.67)
The following table summarizes option plan activity:
Weighted average
Shares under option Exercise price
No. of shares US$
--------------------------------------------------------------------------------
Balance, December 31, 1998 and 1999 8,206,772 12.58
Granted 90,000 2.15
--------------------------------------------------------------------------------
Balance, December 31, 2000 8,296,772 12.46
Granted 2,741,850 2.29
Lapsed (2,334,237) 12.58
Cancelled (5,872,535) 12.58
--------------------------------------------------------------------------------
Balance, December 31, 2001 2,831,850 2.29
================================================================================
The following table summarizes information about options outstanding at
December 31, 2001:
Number Remaining Number
outstanding as at contractual Exercise exerciseable at
December 31, life price Fair value December 31,
Code Date of Grant 2001 Years US$ US$ 2001
--------------------------------------------------------------------------------------------------
A July 13, 2000 40,000 8.53 1.66 1.42 --
B August 26, 2000 50,000 8.85 2.55 2.40 --
C May 3, 2001 1,761,760 9.34 2.29 1.76 --
D May 3, 2001 980,090 9.34 2.29 1.76 --
--------------------------------------------------------------------------------------------------
2,831,850 --
==================================================================================================
The weighted average fair value of options granted in 2001 and 2000 were
US$1.76 and US$1.96, respectively. No options were granted during the year
ended December 31, 1999.
F-38
The fair values of options granted for fiscal years ended December 31,
2001, 2000 and 1999 have been estimated at the date of grant using the
Black-Scholes option pricing model with the following weighted average
assumptions:
Options 2001 2000 1999
---------------------------------------------------------------------------
Expected option life (years) 10.0 10.0 n/a
Risk-free interest rates(1) 5.5% 5.0% n/a
Volatility(2) 60.0% 100.0% n/a
Dividend yield -- -- n/a
===========================================================================
(1) The risk-free interest rate is based on US Government Benchmark STRIP
at each grant date for time period being the difference between last
exercisable date and date of grant.
(2) The volatility is estimated at each grant date for time period being
the difference between last exercisable date and date of grant. The
volatility was estimated by using historical volatility on the London
International exchange when trading on the Ghanaian stock exchange was
extremely light.
The compensation cost as generated by the Black-Scholes option pricing
model may not be indicative of the future benefit, if any, that may be
received by the option holder.
Cash flow statement
For UK GAAP reporting purposes, the cash flow statement is prepared in
accordance with FRS No. 1 (Revised) Cash Flow Statements ("FRS 1"). The
objective and principles of FRS 1 are similar to those set out in SFAS No.
95, Statement of Cash Flows ("SFAS 95"). The principle difference between
the standards relates to the classification of cash flows. Under FRS 1, the
Company presents its cash flows for operating activities, returns on
investments and servicing of finance, taxation, capital expenditure and
financial investment, acquisitions and disposals, dividends, management of
liquid resources and financing. Pursuant to SFAS 95, however, the Company's
cash flows would be analyzed between only three categories of cash flow
activity, namely operating, investing and financing.
Under SFAS 95, (i) cash flows arising from taxation, returns on investments
and servicing of finance and 'Gold-in-transit' would be included as
operating activities, (ii) cash flows from acquisitions and disposals would
be included in investing activities, and (iii) dividend payments, changes
in short-term credit facilities and management of liquid resources
(excluding 'Gold-in-transit') would be disclosed as part of financing
activities. In addition, under UK GAAP cash is presented net of overdrafts
while under SFAS 95, bank overdrafts are treated as short term credit
facilities with movements appearing within financing activities.
A reconciliation between the consolidated statements of cash flows
presented in accordance with UK GAAP and US GAAP is presented below for the
year ended December 31:
2001 2000 1999
US$m US$m US$m
---------------------------------------------------------------------------
Operating activities
Cash flow from operating activities (UK GAAP) 95.4 149.4 120.3
Movement in 'Gold-in-transit' 2.9 5.8 (4.8)
Corporation tax paid (2.9) (5.8) (3.4)
Interest received 2.0 4.7 4.5
Interest paid (24.4) (61.1) (33.3)
---------------------------------------------------------------------------
Net cash provided by operating activities (US GAAP) 73.0 93.0 83.3
===========================================================================
2001 2000 1999
US$m US$m US$m
---------------------------------------------------------------------------------------
Investing activities
Net cash outflow from capital expenditure and financial
investment (UK GAAP) (49.6) (146.2) (189.0)
Acquisitions -- (0.5) --
Disposals -- 230.8 7.4
---------------------------------------------------------------------------------------
Net cash provided by/(used in) investing activities (US GAAP) (49.6) 84.1 (181.6)
=======================================================================================
F-39
2001 2000 1999
US$m US$m US$m
-------------------------------------------------------------------------------------
Financing activities
Cash outflow from financing (UK GAAP) (40.6) (186.3) 74.5
Dividends paid -- -- (7.5)
Change in short-term credit facilities 1.7 (1.1) 3.3
Movement in liquid resources (except 'Gold-in-transit') 6.8 7.8 16.1
-------------------------------------------------------------------------------------
Net cash (used in)/provided by financing activities (US GAAP) (32.1) (179.6) 86.4
=====================================================================================
The cash inflow of US$230.8 million on disposals in the year ended December
31, 2000 includes US$55.0 million of intercompany balances repaid. Under US
GAAP, this amount would be separately presented within investing
activities.
Intangible assets
The following reconciles the UK GAAP reported figures to US GAAP as at
December 31:
2001 2000 1999
US$m US$m US$m
--------------------------------------------------------------------------
Ending UK GAAP balance 18.8 21.5 131.5
Brought forward US GAAP difference 25.4 220.7 294.8
Amortization -- (30.3) (38.6)
Contingent consideration adjustment -- 11.7 12.3
Transfer to investments -- (25.6) --
Disposal of 50% interest in Cluff -- (25.6) --
Impairment write-off (25.3) (125.5) (47.8)
--------------------------------------------------------------------------
Ending US GAAP balance 18.9 46.9 352.2
==========================================================================
The Company adopted Statement of Financial Accounting Standards ("SFAS")
No. 142, Goodwill and Other Intangible Assets ("SFAS 142"), with effect
from January 1, 2002. For business combinations for which the acquisition
date was before July 1, 2001, the Company did not recognize and account for
acquired intangible assets as assets separate from goodwill. Accordingly,
upon initial adoption of SFAS 142, reclassification of the carrying amounts
of previously acquired intangible assets is not required.
Subsequent to adoption of SFAS 142, the Company does not amortize goodwill
and other intangible assets that have an indefinite useful life but rather
tests such assets at least annually for impairment. The following pro forma
disclosures are given for the three years ended December 31, 2001, 2000 and
1999:
F-40
12 months ended
Dec. 31 Dec. 31 Dec. 31
2001 2000 1999
----------------------------------------------------------------------------------------------------
(in US$ millions except per share numbers)
Net profit/(loss) before extraordinary items, as stated 65.4 (349.1) (336.2)
Amortization expense 6.0 35.1 38.6
----------------------------------------------------------------------------------------------------
Adjusted net profit/(loss) before extraordinary items 71.4 (314.0) (297.6)
----------------------------------------------------------------------------------------------------
Net profit/(loss), as stated 65.4 (349.1) (335.4)
Amortization expense 6.0 35.1 38.6
----------------------------------------------------------------------------------------------------
Adjusted net profit/(loss) 71.4 (314.0) (296.8)
----------------------------------------------------------------------------------------------------
Earnings per share (US$)
Basic
Earnings/(loss) per share, as stated 0.58 (3.11) (3.01)
Amortization expense, per share 0.05 0.31 0.35
----------------------------------------------------------------------------------------------------
Adjusted earnings/(loss) per share 0.63 2.80 (2.66)
----------------------------------------------------------------------------------------------------
Diluted
Earnings/(loss) per share, as stated 0.57 (3.11) (3.01)
Amortization expense, per share 0.05 0.31 0.35
----------------------------------------------------------------------------------------------------
Adjusted earnings/(loss) per share 0.62 2.80 (2.66)
====================================================================================================
Fixed assets
The following reconciles the UK GAAP reported figures to US GAAP as at
December 31:
2001 2000 1999
US$m US$m US$m
------------------------------------------------------------------------------------------
Ending UK GAAP balance 612.9 645.8 1,008.0
Brought forward US GAAP difference (164.5) (13.2) --
Impairment write-off (62.0) (121.3) (13.2)
Asset write-back -- (20.0) --
Depreciation adjustment 14.6 (10.0) --
------------------------------------------------------------------------------------------
Ending US GAAP balance 401.0 481.3 994.8
------------------------------------------------------------------------------------------
Segmental analysis
SFAS No. 131, Disclosures about Segments of an Enterprise and Related
Information ("SFAS 131"), which requires that an enterprise report
financial and descriptive information about its reportable operating
segments.
The Company is primarily engaged in the exploration, development and mining
of gold on the African continent. The Company's operations are managed and
internally reported on a mine-by-mine basis on which basis the Company has
identified its reportable segments. The Company's country of domicile is
Ghana. The location of individual mines along with the relevant financial
disclosures required by SFAS 131, are identified in the following tables
for the years ending December 31, 2001, 2000 and 1999 (under UK GAAP):
12 Months to December 31, 2001
Freda-
Idua- Rebecca
Obuasi Ayanfuri priem Bibiani Siguiri Zim-
Ghana Ghana Ghana Ghana Guinea babwe
US$m US$m US$m US$m US$m US$m
-------------------------------------------------------------------------------------------
Revenue (external) 143.5 3.1 55.8 68.7 76.6 34.0
Operating costs (101.4) (2.8) (44.0) (43.1) (62.2) (22.8)
Other operating costs -- (1.0) (0.8) (2.2) -- --
Depreciation and amortization (37.5) (0.5) (4.9) (13.8) (18.6) (3.9)
Royalties (4.3) (0.1) (1.7) (2.1) (2.6) --
Operating profit/(loss) 0.3 (1.3) 4.4 7.5 (6.8) 7.3
Interest payable (1.3) -- (2.2) -- -- (0.9)
Interest receivable/other income -- -- 0.2 0.3 -- --
Property, plant & equipment (net) 442.6 -- 22.8 32.6 86.3 17.2
Total assets 483.9 -- 42.2 52.1 107.3 28.2
Capital expenditure 30.1 0.5 3.7 1.0 7.0 6.8
Total
per
Corporate Geita financial
Explor- Admini- Tanzania state-
Treasury ation stration 50% ments
US$m US$m US$m US$m US$m
-----------------------------------------------------------------------------------------
Revenue (external) 96.0 -- -- 76.7 554.4
Operating costs -- -- -- (38.9) (315.2)
Other operating costs -- (6.5) (21.2) (2.8) (34.5)
Depreciation and amortization -- (1.9) (1.2) (12.6) (94.9)
Royalties -- -- -- (2.2) (13.0)
Operating profit/(loss) 96.0 (8.4) (22.4) 20.2 96.8
Interest payable -- -- (22.6) -- (27.0)
Interest receivable/other income 0.6 -- 4.3 -- 5.4
Property, plant & equipment (net) -- -- 11.4 -- 612.9
Total assets 14.2 0.3 162.6 -- 890.8
Capital expenditure -- 0.1 0.4 -- 49.6
F-41
12 Months to December 31, 2000
Freda-
Idua- Geita Rebecca
Obuasi Ayanfuri priem Bibiani Siguiri Tanzania Zim-
Ghana Ghana Ghana Ghana Guinea 100% babwe
US$m US$m US$m US$m US$m US$m US$m
------------------------------------------------------------------------------------------------------
Revenue (external) 179.5 10.1 53.9 76.6 85.2 48.6 31.3
Operating costs (133.5) (8.9) (43.2) (36.8) (54.8) (25.7) (22.2)
Depreciation and amortization (45.6) (4.8) (3.2) (15.6) (19.8) (11.6) (11.7)
Royalties (5.4) (0.3) (1.4) (2.3) (2.9) (1.4) --
Operating (loss)/profit (5.0) (3.9) 6.1 21.9 7.7 9.9 (2.6)
Interest payable (1.5) -- (4.3) -- (0.3) (5.9) (1.5)
Interest receivable/other income -- 0.1 0.6 0.2 0.1 0.2 0.3
Exceptional operating costs (157.0) -- -- -- -- -- (35.0)
Property, plant & equipment (net) 452.1 0.1 21.9 43.0 98.1 -- 14.0
Total assets 500.9 0.5 38.8 64.2 120.8 -- 21.6
Capital expenditure 32.6 1.4 2.6 2.8 11.6 85.7 4.8
Amounts
per
Corporate Recon- financial
Explor- Admini- ciling state-
Treasury ation stration Other Total items ments
US$m US$m US$m US$m US$m US$m US$m
---------------------------------------------------------------------------------------------------------
Revenue (external) 97.0 -- -- -- 582.2 -- 582.2
Operating costs -- (14.2) (25.3) -- (364.6) -- (364.6)
Depreciation and amortization -- (0.4) (2.1) -- (114.8) -- (114.8)
Royalties -- -- -- -- (13.7) -- (13.7)
Operating (loss)/profit 97.0 (14.6) (27.4) -- 89.1 (215.2) (126.1)
Interest payable -- -- (3.7) (38.8) (56.0) 4.7 (51.3)
Interest receivable/other income -- -- -- 3.2 4.7 (4.7) --
Exceptional operating costs (14.7) -- -- (8.5) (215.2) 215.2 --
Property, plant & equipment (net) -- 3.2 4.5 8.9 645.8 -- 645.8
Total assets 20.3 4.1 114.6 50.4 936.2 -- 936.2
Capital expenditure -- 0.6 1.1 2.4 145.6 -- 145.6
12 Months to December 31, 1999
Freda-
Idua- Geita Rebecca
Obuasi Ayanfuri priem Bibiani Siguiri Tanzania Zim-
Ghana Ghana Ghana Ghana Guinea 100% babwe
US$m US$m US$m US$m US$m US$m US$m
--------------------------------------------------------------------------------------------------
Revenue (external) 208.3 12.3 45.6 73.2 67.3 -- 31.4
Operating costs (164.6) (9.0) (40.6) (42.4) (44.3) -- (18.9)
Depreciation and amortization (66.9) (4.7) (0.5) (16.1) (14.4) -- (9.4)
Royalties (6.2) (0.4) (1.4) (2.2) (2.0) -- --
Operating (loss)/profit (29.4) (1.8) 3.1 12.5 6.6 -- 3.1
Interest payable (1.8) -- (2.4) -- (0.3) -- (3.4)
Interest receivable -- -- 0.6 0.5 0.1 -- 5.6
Exceptional operating costs (69.4) -- (0.7) -- -- -- --
Property, plant and equipment
(net) 618.1 3.5 1.6 53.1 104.0 137.6 55.7
Total assets 678.2 6.3 16.5 77.9 122.6 139.4 61.6
Capital expenditure 59.5 1.1 2.1 6.9 21.2 82.8 10.2
Amounts
per
Corporate Recon- financial
Explor- Admini- ciling state-
Treasury ation stration Other Total items ments
US$m US$m US$m US$m US$m US$m US$m
-----------------------------------------------------------------------------------------------------
Revenue (external) 143.0 -- -- 1.0 582.1 -- 582.1
Operating costs -- (12.4) (25.8) (0.7) (358.7) -- (358.7)
Depreciation and amortization -- (0.8) (1.9) (0.2) (114.9) -- (114.9)
Royalties -- -- -- -- (12.2) -- (12.2)
Operating (loss)/profit 143.0 (13.2) (27.7) 0.1 96.3 (79.1) 17.2
Interest payable -- -- (2.9) (30.6) (41.4) 11.5 (29.9)
Interest receivable 0.2 -- 1.3 3.2 11.5 (11.5) --
Exceptional operating costs -- -- (9.0) -- (79.1) 79.1 --
Property, plant and equipment
(net) -- 3.7 6.4 24.3 1,008.0 -- 1,008.0
Total assets 2.8 7.4 10.8 213.9 1,337.4 -- 1,337.4
Capital expenditure -- 3.8 1.4 -- 189.0 -- 189.0
Sales to individual customers, amounting to 10% or more of the Company's
consolidated revenues, are as follows for the years ended December 31:
2001 2000 1999
US$m US$m US$m
--------------------------------------------------------------------------
Customer 1 149.1 169.5 177.3
2 99.6 140.5 149.7
3 89.5 133.6 143.0
4 74.7 -- 67.3
Because of the active worldwide market for gold, the Company believes that
the loss of any of these customers will not have a material impact on the
Company.
Deferred stripping costs
Under UK GAAP, of the total deferred stripping costs, liabilities amounting
to US$4.0 million and US$9.6 million were recorded in current liabilities
within Other accruals as at December 31, 2000 and 1999, respectively (see
Note 18). Under US GAAP, US$5.6 million of the balance as at December 31,
1999 is classified as long-term. There were no deferred stripping cost
liabilities as at December 31, 2001.
The full amount of deferred stripping costs may not be expensed until the
end of the life of the mine. Those amounts capitalized as at December 31,
2000 were fully amortized in one year (1999: two years). The average life
of mines in respect of which amounts relating to deferred stripping costs
are capitalized, as at December 31, 2000, was one year (1999: two years).
The strip ratio for each mine, calculated as the ratio of waste mined to
ore production, is as follows, for the years ended December 31:
Obuasi(*) Ayanfuri Iduapriem Bibiani Siguiri Geita
---------------------------------------------------------------------------
2001 N/A 3.2 2.9 5.5 0.6 6.0
2000 10.0 3.4 3.1 6.4 0.5 9.6
1999 7.1 1.2 2.6 4.1 0.5 N/A
---------------------------------------------------------------------------
(*) Obuasi had both underground and open pit mining operations. Data
relates to the open pit mining operations of Obuasi.
F-42
New accounting standards
In July 2001, the FASB issued SFAS No. 141, Business Combinations ("SFAS
141"). SFAS 141 requires the purchase method of accounting for business
combinations initiated after June 30, 2001 and eliminates the
pooling-of-interests method. The Company adopted SFAS 141 for all
acquisitions subsequent to the adoption date.
In June 2001, the FASB issued SFAS No. 142, Goodwill and Intangible Assets
("SFAS 142"). SFAS 142, which became effective from January 1, 2002,
requires that goodwill and other intangible assets that have an indefinite
useful life will no longer be amortized but rather will be tested at least
annually for impairment. SFAS 142 also requires the Company to perform a
transitional assessment of whether there is an indication that goodwill was
impaired at the date of initial application, January 1, 2002. Any goodwill
impairment loss is required to be recognized as the cumulative effect of a
change in accounting principle no later than the end of the year of initial
application. The Company is also required to review its other intangible
assets for impairment and to reassess the useful lives of such assets and
make necessary adjustments. At January 1, 2002, the Company had goodwill,
net of accumulated amortization, of approximately US$18.9 million under US
GAAP, which would be subject to the transitional assessment provisions of
SFAS 142.
In August 2001, the FASB issued SFAS No. 143, Accounting for Asset
Retirement Obligation ("SFAS 143"), which is effective for financial
statements issued for fiscal years beginning after June 15, 2002. The
pronouncement addresses the recognition and remeasurement of obligations
associated with the retirement of a tangible long-lived asset. The Company
is currently reviewing this statement to determine its impact on future
financial statements.
In October 2001, the FASB issued SFAS No. 144, Accounting for the
Impairment or Disposal of Long-Lived Assets ("SFAS 144"), which is
effective for financial statements issued for fiscal years beginning after
December 15, 2001. SFAS 144 applies to all long-lived assets (including
discontinued operations) and it develops an accounting model for long-lived
assets that are to be disposed of by sale. The Company is currently
reviewing these statements to determine their impact on future financial
statements.
In April 2002, the FASB issued SFAS No. 145, Rescission of FASB Statements
No. 4, 44 and 64, Amendment of FASB Statement No. 13, and Technical
Corrections ("SFAS 145"). SFAS 145 updates, clarifies and simplifies
existing accounting pronouncements. While the technical corrections to
existing pronouncements are not substantive in nature, in some instances,
they may change accounting effective for transactions occurring after May
15, 2002. All other provisions of this standard must be applied for
financial statements issued on or after May 15, 2002, with early
application encouraged. The Company does not believe the adoption of SFAS
145 will have a material impact on its financial position, results of
operations or cash flows.
In June 2002, the FASB issued SFAS No. 146, Accounting for Costs Associated
with Disposal or Exit Activities. This statement addresses financial
accounting and reporting for costs associated with exit or disposal
activities and nullifies Emerging Issues Task Force Issue No. 94-3,
Liability Recognition for Certain Employee Termination Benefits and Other
Costs to Exit an Activity (Including Certain Costs Incurred in a
Restructuring). This statement requires that a liability for a cost
associated with an exit or disposal activity be recognized when the
liability is incurred. Under EITF 94-3, a liability for an exit cost as
defined in EITF 94-3 was recognized at the date of an entity's commitment
to an exit plan. This statement provides that an entity's commitment to a
plan, by itself, does not create a present obligation to others that meets
the definition of a liability. Therefore, SFAS 146 eliminates the
definition and requirements for recognition of exit costs in EITF 94-3
until a liability has been incurred and establishes that fair value is the
objective for initial measurement of the liability. However, this standard
does not apply to costs associated with exit activities involving entities
acquired under business combinations or disposal activities covered under
SFAS 144. The adoption of SFAS 146 will not have an impact on previous
results reported.
In November and December 2000, the UK Accounting Standards Board issued
three new standards - FRS 17, Retirement Benefits, FRS 18, Accounting
Policies and FRS 19, Deferred Tax. FRS 17 and FRS 18 will have no
significant impact on the Company's financial statements. Under FRS 19,
which is effective for accounting periods ending on or after January 23,
2002, a basis of 'full' rather than 'partial' provision should be adopted
for all deferred tax liabilities and assets, with assets being recognized
where it is considered more likely than not that they will be recovered.
This will bring UK GAAP broadly into line with current US GAAP. Had FRS 19
been applied as at December 31, 2001, a net deferred tax asset of US$6.9
million would have been recognized in the UK GAAP balance sheet. This
amount will be recognized as a prior period adjustment upon adoption of FRS
19 for the year ended December 31, 2002.
32. Subsequent Events
On January 25, 2002, the Company announced that it had agreed terms in
principle with an ad hoc committee of the holders of 5 1/2% Exchangeable
Guaranteed Notes due March 15, 2003 ("Existing Notes"), representing
approximately 62% of the outstanding principal of US$218.6 million, to a
proposed restructuring of the Existing Notes (the "Proposed
Restructuring").
On March 18, 2002, the Company announced that it had reached agreement with
all of its active hedge counterparties to continue margin free trading
arrangements beyond December 2002, subject to certain conditions being
satisfied.
F-43
On May 14, 2002, the Company entered into a new US$100 million 5 year
revolving credit facility.
On 19 June 2002, one of the hedge counterparties exercised 1,577,217
warrants which raised US$4.7 million.
On June 28, 2002 the Company announced that it had completed a refinancing
of the Existing Notes (the refinancing being referred to as the "Cash
Redemption Alternative") and had withdrawn the Proposed Restructuring and
terminated the US$100 million revolving credit facility. As part of the
Cash Redemption Alternative, the Company entered into:
an enlarged US$200 million, 5 year revolving credit facility;
an agreement with certain warrant-holders to the early exercise of
12,367,905 warrants at a subscription price of US$3.00 per Ordinary
Share, raising US$37.1 million; and
subscription agreements in respect of US$75 million mandatorily
exchangeable notes which were issued at par and for cash.
The proceeds of the Cash Redemption Alternative have been used, amongst
other things, to repay the existing revolving credit facility and the
Existing Notes at par (US$218.6 million) plus accrued interest. On June 28,
2002, the ongoing margin free arrangements became effective.
F-44
Profit & Loss Accounts
For the nine months ended September 30
2002 2001
Before After
exceptional Exceptional exceptional
items items items
US$m US$m US$m US$m
Note Unaudited Unaudited Unaudited Unaudited
---------------------------------------------------------------------------------------------------------------------
Total revenue 3 419.3 -- 419.3 405.6
Less share of joint venture revenue (67.0) -- (67.0) (56.8)
---------------------------------------------------------------------------------------------------------------------
Group revenue 352.3 -- 352.3 348.8
Operating costs 3 (201.6) -- (201.6) (206.4)
Other costs(2) (20.2) -- (20.2) (19.3)
Royalties (8.7) -- (8.7) (7.9)
Depreciation and amortisation (62.7) -- (62.7) (67.5)
Refinancing and restructuring costs 4 -- (23.5) (23.5) --
Other income 4 -- 8.8 8.8 --
---------------------------------------------------------------------------------------------------------------------
Group operating profit/(loss) 3 59.1 (14.7) 44.4 47.7
Share of operating profit/(loss) of
joint venture 17.8 (8.8) 9.0 17.6
---------------------------------------------------------------------------------------------------------------------
Total operating profit/(loss) 76.9 (23.5) 53.4 65.3
Net interest payable: (14.1) -- (14.1) (17.1)
Group Joint venture (3.6) -- (3.6) (6.4)
---------------------------------------------------------------------------------------------------------------------
Profit/(loss) before taxation 59.2 (23.5) 35.7 41.8
Taxation -- -- -- (4.2)
---------------------------------------------------------------------------------------------------------------------
Profit/(loss) after taxation 59.2 (23.5) 35.7 37.6
Minority interests (0.4) -- (0.4) --
---------------------------------------------------------------------------------------------------------------------
Profit/(loss) attributable to shareholders 58.8 (23.5) 35.3 37.6
Dividends -- -- -- --
---------------------------------------------------------------------------------------------------------------------
Retained profit/(loss) for the period 58.8 (23.5) 35.3 37.6
---------------------------------------------------------------------------------------------------------------------
Earnings per share (US$) - Basic 0.50 (0.20) 0.30 0.33
- Diluted 0.50 (0.20) 0.30 0.33
=====================================================================================================================
(1) There were no exceptional items in the nine-month period ended September
30, 2001.
(2) The primary components of Other costs are exploration and corporate
administration.
F-45
Balance Sheets
As at
30 Sept 31 Dec
2002 2001
Interest in
joint Interest in
Group venture(1) Total joint
US$m US$m US$m Group venture(1) Total
Note Unaudited Unaudited Unaudited US$m US$m US$m
-----------------------------------------------------------------------------------------------------------------------------
Fixed assets
----- -----
Intangible assets 5 17.5 55.7 73.2 18.8 59.2 78.0
Tangible assets 6 597.5 101.0 698.5 612.9 103.4 716.3
Investments
- Geita joint venture 96.0 (96.0) -- 81.7 (81.7) --
- Loans to joint venture and other
investments 32.6 -- 32.6 32.6 -- 32.6
------ ------ ------ ------
743.6 804.3 746.0 826.9
------ ------ ------ ------
Current assets
Stocks 7 74.8 10.7 85.5 73.5 8.8 82.3
Debtors 8 20.4 13.0 33.4 16.1 9.6 25.7
Cash 35.8 21.9 57.7 55.2 9.2 64.4
------ ----- ------ ------ ----- ------
131.0 45.6 176.6 144.8 27.6 172.4
------ ----- ------ ------ ----- ------
Creditors: amounts falling due within one
year
Creditors (124.0) (15.8) (139.8) (155.0) (13.1) (168.1)
Borrowings 9 (5.7) (10.8) (16.5) (25.3) (10.8) (36.1)
------ ----- ------ ------ ----- ------
(129.7) (26.6) (156.3) (180.3) (23.9) (204.2)
------ ----- ------ ------ ----- ------
Net current assets/(liabilities) 1.3 19.0 20.3 (35.5) 3.7 (31.8)
Total assets less current liabilities 744.9 824.6 710.5 795.1
Creditors: amounts falling due over one year
Creditors (41.9) (31.1) (73.0) (49.8) (31.1) (80.9)
Borrowings 9 (262.4) (45.9) (308.3) (300.6) (51.3) (351.9)
Provisions for liabilities and charges (21.6) (2.7) (24.3) (19.8) (2.2) (22.0)
------ ------ ------ ------
419.0 419.0 340.3 340.3
------ ------ ------ ------
Capital and reserves
Stated capital 588.2 545.2
Reserves (171.6) (206.9)
------ ------
Equity shareholders funds 416.6 338.3
Equity minority interests 2.4 2.0
------ ------
419.0 340.3
------ ------
(1) The separate presentation of Interest in joint venture is provided in
accordance with Financial Reporting Standard ("FRS") No. 9, Associates
and joint ventures.
F-46
Cash Flow Statements
For the nine months ended September 30
2002 2001
US$m US$m
Unaudited Unaudited
-------------------------------------------------------------------------------------------
Cash inflow from operating activities 58.2 66.6
-------------------------------------------------------------------------------------------
Returns on investments and servicing of finance
Interest received 0.5 2.1
Interest paid (18.0) (21.5)
-------------------------------------------------------------------------------------------
Net cash outflow from returns on investments and service of finance (17.5) (19.4)
-------------------------------------------------------------------------------------------
Taxation
Corporate tax paid (1.7) (2.8)
-------------------------------------------------------------------------------------------
Capital expenditure and financial investments
Purchase of tangible fixed assets (46.1) (35.0)
-------------------------------------------------------------------------------------------
Net cash outflow from capital expenditure and financial investment (46.1) (35.0)
-------------------------------------------------------------------------------------------
Cash (outflow)/inflow before use of liquid resources and financing (7.1) 9.4
Management of liquid resources 13.4 12.1
-------------------------------------------------------------------------------------------
Cash inflow before financing 6.3 21.5
Financing
Loans drawn down 265.0 0.3
Loans repayments (317.0) (30.2)
Issue of shares 41.8 --
-------------------------------------------------------------------------------------------
Net cash outflow from financing (10.2) (29.9)
-------------------------------------------------------------------------------------------
Decrease in cash (3.9) (8.4)
===========================================================================================
Reconciliation of net cash flow to movement in net debt
Decrease in cash (3.9) (8.4)
Decrease in liquid resources (13.4) (12.1)
-------------------------------------------------------------------------------------------
(17.3) (20.5)
Cash outflow from financing 52.0 29.9
Other 3.7 (0.7)
-------------------------------------------------------------------------------------------
Movement in net debt 38.4 8.7
Net debt at beginning of period (270.7) (292.1)
-------------------------------------------------------------------------------------------
Net debt at end of period (232.3) (283.4)
-------------------------------------------------------------------------------------------
F-47
Notes to the Financial Information
1. The Company and its operations
Ashanti Goldfields Company Limited ("the Company") and its subsidiaries
(collectively, "the Group") are engaged in the mining and processing of
gold ores and the exploration and development of gold properties in Africa,
and in hedging activities in connection with its gold production. The Group
has interests in major gold mines in Ghana, Guinea, Tanzania and Zimbabwe.
2. Basis of preparation
The accompanying condensed consolidated financial statements (hereinafter
referred to as the "interim financial information") have been prepared in
accordance with UK GAAP, which differ in certain significant respects from
generally accepted accounting principles in the United States ("US GAAP").
Note 11 to the interim financial information sets forth a summary of the
significant adjustments to profit/(loss) attributable to shareholders and
shareholders' equity when reconciling amounts recorded in the consolidated
financial statements to the corresponding amounts in accordance with US
GAAP, considering the significant differences between UK and US GAAP.
The interim financial information is unaudited but includes all adjustments
(consisting of normal recurring adjustments) that the Company's management
considers necessary for a fair presentation of the financial position as of
September 30, 2002 and 2001 and the operating results and cash flows for
the periods then ended. Certain information and footnote disclosures
normally included in financial statements prepared in accordance with
generally accepted accounting principles have been condensed or omitted.
The results of operations for the nine-month period ended September 30,
2002 may not necessarily be indicative of the operating results that may be
incurred for the entire fiscal year.
The December 31, 2001 balance sheet has been derived from audited financial
statements but does not include all disclosures required by generally
accepted accounting principles. However, the Company believes that the
disclosures are adequate to make the information presented not misleading.
This interim financial information should be read in conjunction with the
Company's consolidated balance sheets as at December 31, 2001 and 2000, and
the related consolidated statements of operations for each of the three
years in the period ended December 31, 2001.
3. Operational profit analysis by business area before exceptional items
9 months to Idua- Freda- Hedging
September 30, 2002 Obuasi priem Bibiani Siguiri Rebecca income
--------------------------------------------------------------------------------------
Production ounces 386,398 139,456 182,217 209,159 75,065 --
--------------------------------------------------------------------------------------
US$ million
Revenue 118.5 42.9 56.2 64.3 31.8 38.6
Operating costs (77.7) (29.1) (34.1) (44.2) (16.5) --
Other costs -- (0.7) (0.3) (3.3) -- --
Royalties (3.5) (1.3) (1.7) (2.2) -- --
Depreciation and
amortisation (26.9) (2.8) (9.3) (13.1) (9.6) --
--------------------------------------------------------------------------------------
Operating profit/(loss)
before exceptional items 10.4 9.0 10.8 1.5 5.7 38.6
======================================================================================
9 months to Explo- Corp.
September 30, 2002 ration admin Group Geita Total
---------------------------------------------------------------------------
Production ounces -- -- 992,295 228,151 1,220,446
---------------------------------------------------------------------------
US$ million
Revenue -- -- 352.3 67.0 419.3
Operating costs -- -- (201.6) (34.8) (236.4)
Other costs (3.4) (12.5) (20.2) (2.4) (22.6)
Royalties -- -- (8.7) (2.1) (10.8)
Depreciation and
amortisation -- (1.0) (62.7) (9.9) (72.6)
---------------------------------------------------------------------------
Operating profit/(loss)
before exceptional items (3.4) (13.5) 59.1 17.8 76.9
===========================================================================
9 months to Idua- Freda- Hedging
September 30, 2001 Obuasi Ayanfuri priem Bibiani Siguiri Rebecca income
--------------------------------------------------------------------------------------------------
Production ounces 394,028 11,517 149,687 186,355 220,648 81,594 --
-------------------------------------------------------------------------------------------------
US$ million
Revenue 106.4 3.1 40.4 50.2 59.4 26.2 63.1
Operating costs (76.1) (2.8) (32.2) (32.0) (45.6) (17.7) --
Other costs -- -- -- -- -- -- --
Royalties (3.1) (0.1) (1.2) (1.5) (2.0) -- --
Depreciation and
amortisation (29.7) (0.4) (4.1) (10.7) (17.2) (4.4) --
-------------------------------------------------------------------------------------------------
Operating (loss)/profit
before exceptional items (2.5) (0.2) 2.9 6.0 (5.4) 4.1 63.1
=================================================================================================
9 months to Explo- Corp.
September 30, 2001 ration admin Group Geita Total
------------------------------------------------------------------------------
Production ounces -- -- 1,043,829 203,738 1,247,567
------------------------------------------------------------------------------
US$ million
Revenue -- -- 348.8 56.8 405.6
Operating costs (4.3) (15.0) (225.7) (28.4) (254.1)
Other costs -- (15.0) (19.3) -- (19.3)
Royalties -- -- (7.9) (1.7) (9.6)
Depreciation and
amortisation (0.1) (0.9) (67.5) (9.2) (76.6)
------------------------------------------------------------------------------
Operating (loss)/profit
before exceptional items (4.4) (15.9) 47.7 17.6 65.3
==============================================================================
4. Exceptional items
Refinancing and restructuring costs in the nine months ended September 30,
2002 relate to both the proposed note restructuring that was later
withdrawn and to the refinancing of debt, achieved through the issue of
US$75.0 million of Mandatorily Exchangeable Notes, raising equity of
US$41.8 million from the early exercise of warrants and obtaining a new
US$200 million five year Revolving Credit Facility. As a result, the
Company has retired in full, and ahead of schedule, its then-existing
revolving credit facility and the outstanding exchangeable notes due March
2003. These costs are analysed below:
F-48
9 months to
Sept 30 2002
US$m
---------------------------------------------------------------------------
Financial advisers' fees 8.6
Legal expenses 5.4
Arrangement fees 5.4
Accountants' fees 1.3
Other 2.8
---------------------------------------------------------------------------
Refinancing and restructuring costs 23.5
===========================================================================
Other income in the nine months ended September 30, 2002 represents a gain
from a transfer to Ashanti for no consideration of a receivable of US$8.8
million. As provided for the sale and purchase agreement entered into in
2000 in respect of the Geita mine, AngloGold transferred the neighbouring
Ridge 8 property to Geita in September 2002. The consideration of US$17.6
million will be left outstanding until the project finance loans are fully
repaid by Geita. AngloGold has transferred to Ashanti for no consideration,
its 50% share of the receivable which resulted in an exceptional gain of
US$8.8 million. Ashanti has written down the value of this property to nil,
thereby recording a compensating exceptional loss of US$8.8 million.
5. Intangible assets
Goodwill
Cost US$m
---------------------------------------------------------------------------
At January 1, 2002 and September 30, 2002 21.9
Amortization
At January 1, 2002 3.1
Charge for the period 1.3
---------------------------------------------------------------------------
At September 30, 2002 4.4
---------------------------------------------------------------------------
Net book value
At September 30, 2002 17.5
At December 31, 2001 18.8
---------------------------------------------------------------------------
6. Tangible assets
Mine shafts,
development Assets in the
and pre- Plant and Processing course of
construction equipment plants Buildings construction Total
US$m US$m US$m US$m US$m US$m
---------------------------------------------------------------------------------------------------
Cost
At January 1, 2002 836.3 537.9 419.3 91.1 2.4 1,887.0
Additions 25.7 7.8 5.4 0.5 10.2 49.2
Disposals (1.0) (0.8) -- -- (2.7) (4.5)
---------------------------------------------------------------------------------------------------
At September 30, 2002 861.0 544.9 424.7 91.6 9.9 1,932.1
---------------------------------------------------------------------------------------------------
Depreciation
At January 1, 2002 592.9 364.2 260.1 56.9 -- 1,274.1
Charge for the period 23.3 17.7 15.0 5.4 -- 61.4
Disposals (0.3) (0.6) -- -- -- (0.9)
---------------------------------------------------------------------------------------------------
At September 30, 2002 615.9 381.3 275.1 62.3 -- 1,334.6
---------------------------------------------------------------------------------------------------
Net book value
At September 30, 2002 245.1 163.6 149.6 29.3 9.9 597.5
At December 31, 2001 243.4 173.7 159.2 34.2 2.4 612.9
---------------------------------------------------------------------------------------------------
F-49
7. Stocks
As at
Sept 30 2002 Dec 31 2001
US$m US$m
---------------------------------------------------------------------------
Mine stores 54.3 52.6
Ore in stock piles(1) 15.3 16.2
Gold in process 5.2 4.7
---------------------------------------------------------------------------
74.8 73.5
===========================================================================
(1) Ore is only mined and sent to the stockpile if it is considered that
the ore will have future economic benefit. This is assessed by
reviewing the estimated grade of the stockpile, the current spot gold
price and the estimated costs of processing the stockpile. These
criteria are used consistently from period to period.
8. Debtors
As at
Sept 30 2002 Dec 31 2001
US$m US$m
---------------------------------------------------------------------------
Sundry debtors 10.3 10.8
Prepayments 5.7 2.4
Deferred expenses 4.4 2.9
---------------------------------------------------------------------------
20.4 16.1
===========================================================================
9. Borrowings
As at
Sept 30 2002 Dec 31 2001
US$m US$m
---------------------------------------------------------------------------
Mandatorily Exchangeable Notes (note a.) 75.0 --
5 1/2 % Exchangeable Notes -- 218.6
Enlarged Revolving Credit Facility (note b.) 157.0 --
Revolving Credit Facility -- 55.0
Bank loans and overdrafts 18.8 21.6
Project finance loans 16.2 25.0
Finance leases 3.5 4.1
Aviation loans 2.4 2.7
---------------------------------------------------------------------------
272.9 327.0
Deferred loan fees (4.8) (1.1)
===========================================================================
Net borrowings 268.1 325.9
===========================================================================
Repayments falling due:
Between one year and two years 3.0 267.7
Between two and five years 147.2 31.9
After five years 116.0 1.0
===========================================================================
266.2 300.6
Within one year 6.7 26.4
---------------------------------------------------------------------------
272.9 327.0
===========================================================================
A description of the Company's key borrowings at December 31, 2001 is
provided in Notes 19 and 22 to the audited consolidated financial
statements as of December 31, 2001 and 2000 and for the three years ended
December 31, 2001.
a. The US$75.0 million of Mandatorily Exchangeable Notes ("MENs") are
exchangeable into Ordinary Shares on either of the following events:
(i) the completion of the first rights issue ("Rights Issue") by the
Company undertaken following the date of the MENs Deed Poll; or
F-50
(ii) Ashanti serving a notice of exchange upon the holders of the MENs
at any time after the date falling 18 months after the issue of
the MENs.
The MENs are exchangeable into Ordinary Shares at an exchange price of the
lower of US$5.40 and the price at which the Company issues Ordinary Shares
pursuant to the Rights Issue.
The MENs (if not already exchanged) will be redeemable for cash on the
earlier of:
(i) a takeover offer for the Company, or a scheme of arrangement of
the Company, becoming effective; or
(ii) the date of maturity, being June 30, 2008.
b. The Enlarged Revolving Credit Facility ("Enlarged RCF") replaced the
Revolving Credit Facility outstanding at December 31, 2001. The
Enlarged RCF will be repaid in eight semi-annual instalments each of
US$20 million starting 12 months after the first drawdown with a
further final instalment of US$40 million. The term of the loan is
five years.
The interest rate applicable to the Enlarged RCF increases over the life of
the loan. The interest rate is as follows:
(i) Years 1 and 2 - US dollar London Interbank Offer Rate (US LIBOR)
plus 1.75%; and
(ii) Years 3, 4 and 5 - US LIBOR plus 2.00%
Financial covenants provide that the ratio of consolidated net debt to
consolidated EBITDA (based on the definitions in the RCF) is no greater
than 2.50:1 for the 12-month period ending on December 31, 2002, which
ratio decreases incrementally thereafter. Financial covenants further
provide that the ratio of consolidated EBITDA to consolidated net interest
payable (based on the definitions in the RCF) is not less than 4.50:1 for
the 12-month period ending on December 31, 2002, increasing incrementally
to 6.00:1 for any 12-month period ending after June 30, 2004.
Additionally, consolidated tangible net worth is not to be less than
US$415.0 million at any time, and consolidated net debt is not to exceed
50% of the consolidated tangible net worth for the periods ending on or
before June 30, 2004 and for the relevant periods thereafter shall not
exceed 40% of the consolidated tangible net worth. The RCF also contains
default provisions, including cross-default provisions. As of September
30, 2002, the Company was in compliance with all of its covenants.
The lenders under the RCF have security over all the hedging contracts
entered into by ATS and GTS, gold refining and purchasing agreements,
insurance contracts, gold in transit and bank accounts.
Security has also been granted over substantially all the assets of Ashanti
Goldfields Company Limited and Ashanti Goldfields (Bibiani) Limited located
in Ghana including the mining leases relating to the Obuasi and Bibiani
mines. We have also agreed to use our best endeavours to give security over
our shares in Cluff Resources Limited, which owns the Geita Mine. In
addition, we have effected a political risk insurance policy, or PRI, of up
to US$131.0 million in relation only to Ghana for the benefit of the
lenders who, prior to the closing of syndication, elected to take the
benefit of PRI.
10. Contingent liabilities
US Class Action
Ashanti, Sam Jonah, and Mark Keatley (the Company's former Chief Financial
Officer) have been named as defendants in a consolidated class action under
the United States federal securities laws in the United States District
Court for the Eastern District of New York alleging nondisclosures and
misstatements concerning the Company's hedging position and program. The
plaintiffs contend that Ashanti's and individual defendants' actions
violated Sections 10(b) and 20(a) of the Securities Exchange Act of 1934
and Rule 10b-5 promulgated under that Act. Two of the proposed class
actions that were consolidated purported to be brought on behalf of
investors who purchased the Company's shares during the period July 28,
1999 through October 5, 1999, the 1999 Class Period, while the third
purported to be brought on behalf of investors who purchased the Company's
shares during the period April 21, 1997 through October 5, 1999, the
1997-1999 Class Period. The plaintiffs seek unspecified damages, attorneys'
and experts' fees and other relief.
The three actions were consolidated for all purposes by the Court and the
court appointed lead plaintiffs and lead counsel under the US Private
Securities Litigation Reform Act of 1995. A consolidated amended class
action complaint was filed on October 27, 2000. Pursuant to a Stipulation
and Order signed by the Court, the claims in the 1997-1999 Class Period
have been stayed.
The Company is vigorously defending the claims and moved to dismiss the
consolidated amended class action complaint. In a decision dated February
13, 2002, the Court granted in part and denied in part that motion.
Following that decision, the plaintiffs filed a second consolidated amended
class action complaint, which the Company answered and discovery has
recently commenced. The Court has ordered that witness depositions be taken
by both sides by the end of January 2003 and had directed the plaintiffs to
provide the Company with an initial settlement offer. Although the Company
cannot make any assurances regarding the ultimate outcome of this
litigation, the Company believes that the outcome will not have a material
adverse affect on its financial position.
Kimin
A number of expatriate employees instituted an action against Kilo-Moto
Mining Company ("Kimin"), a subsidiary of the Company, and against the
Company in the Brussels Labor Court for arrears of salary, severance
payments and payment in
F-51
lieu of holiday. On November 16, 1999, the Brussels Labor Court upheld the
claims of four of the ex-employees against Kimin for arrears of salary
incurred up to October 1, 1997. The Brussels Labor Court also held that the
Company was jointly and severally held liable with Kimin for the claimants'
salaries and severance payments as from October 1, 1997. Kimin and the
Company appealed against the judgment. In October 2000, the plaintiffs
unsuccessfully instituted proceedings in Kinshasa, to enforce the
provisional judgment against Kimin in the Democratic Republic of Congo. The
Brussels Labor Court of Appeal issued its judgment on March 13, 2002. The
Court awarded a total sum of 1.5 million euros (approximately US$1.4
million) plus 7% interest, in favor of the affected ex-employees as against
the total amount claimed by them of US$2.2 million plus interest. The
Company's liability for a further claim for payment in lieu of holiday was
to be decided later this year. However, in July 2002, the Company and Kimin
fully and finally settled the claims of the four ex-employees for a total
sum of 2.1 million Euros. In addition, the settlement has effectively
terminated the two unadjudicated claims of the ex-employees and has also
rendered the judgements of the Brussels Labour Court and the Brussels
Labour Court of Appeal dated 15 November 1999 and 13 March 2002
respectively void and of no legal effect. Other claims have been made
against the Company and Kimin by several other ex-employees, consultants
and third party creditors. The Company is currently evaluating these
claims. Based on information currently available, the Company believes that
this potential liability has been reasonably provided for in its financial
statements.
11. Summary of differences between UK and US generally accepted accounting
principles
The Company's financial statements are prepared in accordance with UK GAAP,
which differ in certain significant respects from generally accepted
accounting principles in the United States ("US GAAP"). The following is a
summary of the significant adjustments, to profit/(loss) attributable to
shareholders and shareholders' equity when reconciling amounts recorded in
the consolidated financial statements to the corresponding amounts in
accordance with US GAAP, considering the significant differences between UK
and US GAAP.
9 months to 9 months to
Sept 30 2002 Sept 30 2001
Profit and loss account US$m US$m
------------------------------------------------------------------------------------------------------
Profit attributable to shareholders under UK GAAP 35.3 37.6
US GAAP adjustments*:
Amortisation of goodwill and other intangibles 1.3 --
Depreciation on impaired tangible fixed assets 9.5 9.7
Impairment of long-lived assets -- (87.3)
Equity investment in joint ventures (26.7) (15.2)
Deferred income taxes 7.9 (14.3)
Derivative financial instruments (161.6) (25.4)
Transfer from other comprehensive income:
- Gain on derivative financial instruments related to impaired assets -- 32.3
- Deferred hedging income 47.0 38.4
Depreciation on asset write-back 1.1 1.3
Accounting for pensions -- 0.8
Environmental and site restoration obligations (0.4) 1.1
Compensation charge on variable plan options (2.6) (0.5)
Deferred income taxes on the above (3.0) 6.2
------------------------------------------------------------------------------------------------------
Loss attributable to shareholders under US GAAP (92.2) (15.3)
======================================================================================================
Loss attributable to shareholders under US GAAP before the effects of
an accounting changes (92.2) (47.6)
Cumulative effect of adoption of SFAS 133 -- 32.3
------------------------------------------------------------------------------------------------------
Loss attributable to shareholders under US GAAP (92.2) (15.3)
======================================================================================================
(*) All adjustments are stated gross of tax, with all tax-related
adjustments included within the line item "Deferred income taxes on
the above."
Earnings per share (US$)
Basic and diluted
Loss per share before the effects of accounting changes (0.79) (0.43)
Cumulative effect of adoption of SFAS 133 -- 0.29
Loss per share (0.79) (0.14)
======================================================================================================
F-52
As at Sep 30, As at Dec 31,
2002 2001
Shareholders' equity US$m US$m
--------------------------------------------------------------------------------------------------------
Equity shareholders' funds under UK GAAP 416.6 338.3
US GAAP adjustments*:
Impact on cost of long-lived assets (including impairment and purchase
price adjustments) 72.2 72.2
Accumulated amortization and depreciation on long-lived assets (256.1) (266.9)
Equity investment in joint ventures (4.4) 22.3
Deferred income taxes (47.9) (55.8)
Derivative financial instruments (7.2) 154.4
Asset write-back (20.0) (20.0)
Accumulated depreciation on asset write-back 4.0 2.9
Environmental and site restoration obligations (3.9) (3.5)
Deferred income taxes on the above 61.6 64.6
--------------------------------------------------------------------------------------------------------
Shareholders' equity under US GAAP 214.9 308.5
========================================================================================================
(*) All adjustments are stated gross of tax, with all tax-related
adjustments included within the line item "Deferred income taxes on
the above."
2002
Statement of changes in shareholders' equity US$m
----------------------------------------------------------------------------------------------------
As at January 1 308.5
Net loss for the period (92.2)
New share capital issued 43.0
Compensation charge on variable plan options 2.6
Transfer from accumulated other comprehensive income (47.0)
----------------------------------------------------------------------------------------------------
As at September 30 214.9
====================================================================================================
Description of differences
A discussion of the material variations in the accounting principles,
practices, and methods used in preparing the audited consolidated financial
statements in accordance with UK GAAP from the principles, practices, and
methods generally accepted in the United States is provided in Note 31 to
the audited consolidated financial statements as of December 31, 2001 and
2000 and for the three years ended December 31, 2001. There are no new
significant variations between UK GAAP and US GAAP accounting principles,
practices, and methods used in preparing the interim financial information.
Earnings per share
Under US GAAP, basic earnings/(loss) per share ('EPS') is computed by
dividing net earnings/(loss) available to common shareholders by the
weighted average number of common shares outstanding for the period (after
deducting treasury shares, which do not qualify for dividends). The
computation of diluted EPS is similar to basic EPS, except that the
denominator is increased to include the number of additional common shares
that would have been outstanding if potentially dilutive common shares had
been issued, and the numerator may be adjusted for the impact that the
outstanding security had on income available to common shareholders used in
the basic EPS calculation. The Company has three categories of dilutive
potential ordinary shares being, warrants (under the agreement with the
Company's hedge counterparties), share options (under the Senior Management
Share Option Scheme) where the exercise price is more than the average
price of Ashanti's ordinary shares during each of the reporting periods,
and shares issued free of charge to senior management, pursuant to the
employee share incentive plans, provided certain criteria are met.
Diluted EPS is equal to basic EPS for the nine-month periods ended
September 30, 2002 and 2001 as the Company reported a loss under US GAAP
for both periods.
F-53
9 months to 9 months to
Sept 30 2002 Sept 30 2001
-----------------------------------------------------------------------------------
Loss attributable to shareholders under US GAAP (92.2) (15.3)
Weighted average number of ordinary shares (millions) 116.8 112.1
-----------------------------------------------------------------------------------
Basic and diluted loss per share (US$) (0.79) (0.14)
===================================================================================
The number of potentially dilutive shares that were excluded from the
computation of diluted EPS are as follows:
9 months to 9 months to
Sept 30 2002 Sept 30 2001
(millions) (millions)
-----------------------------------------------------------------------------------
Senior Management Share Options 3.4 2.8
Employee share plans 0.8 0.6
Warrants 15.2 19.8
5 1/2% Convertible Notes 5.4 8.1
MENs 4.6 --
-----------------------------------------------------------------------------------
29.4 31.3
===================================================================================
Cash flow statement
For UK GAAP reporting purposes, the cash flow statement is prepared in
accordance with FRS No. 1 (Revised) Cash Flow Statements ("FRS 1"). The
objective and principles of FRS 1 are similar to those set out in Statement
of Financial Accounting Standards ("SFAS") No. 95, Statement of Cash Flows
("SFAS 95"). The principle difference between the standards relates to the
classification of cash flows. Under FRS 1, the Company presents its cash
flows for operating activities, returns on investments and servicing of
finance, taxation, capital expenditure and financial investment,
acquisitions and disposals, dividends, management of liquid resources and
financing. Pursuant to SFAS 95, however, the Company's cash flows would be
analyzed between only three categories of cash flow activity, namely
operating, investing and financing.
Under SFAS 95, (i) cash flows arising from taxation, returns on investments
and servicing of finance and 'Gold-in-transit' would be included as
operating activities, (ii) cash flows from acquisitions and disposals would
be included in investing activities, and (iii) dividend payments, changes
in short-term credit facilities and management of liquid resources
(excluding 'Gold-in-transit') would be disclosed as part of financing
activities. In addition, under UK GAAP cash is presented net of overdrafts
while under SFAS 95, bank overdrafts are treated as short term credit
facilities with movements appearing within financing activities. A
reconciliation between the consolidated statements of cash flows presented
in accordance with UK GAAP and US GAAP is presented below for the three and
nine-month periods ended September 30, 2001 and 2002:
F-54
9 months to 9 months to
Sept 30 2002 Sept 30 2001
US$m US$m
-------------------------------------------------------------------------------------
Operating activities
Cash flow from operating activities (UK GAAP) 58.2 66.6
Movement in Gold-in-transit 4.7 7.2
Corporation tax paid (1.7) (2.8)
Interest received 0.5 2.1
Interest paid (18.0) (21.5)
-------------------------------------------------------------------------------------
Net cash provided by operating activities (US GAAP) 43.7 51.6
=====================================================================================
Investing activities
Net cash outflow from capital expenditure and financial (46.1) (35.0)
investment (UK GAAP)
-------------------------------------------------------------------------------------
Net cash used in investing activities (US GAAP) (46.1) (35.0)
=====================================================================================
Financing activities
Cash outflow from financing (UK GAAP) (10.2) (29.9)
Change in short-term credit facilities (2.1) (1.7)
Movement in liquid resources (except 'Gold-in-transit') 8.7 4.9
-------------------------------------------------------------------------------------
Net cash used in financing activities (US GAAP) (3.6) (26.7)
=====================================================================================
Intangible assets
The Company adopted Statement of Financial Accounting Standards ("SFAS")
No. 142, Goodwill and Other Intangible Assets ("SFAS 142"), with effect
from January 1, 2002. For business combinations for which the acquisition
date was before July 1, 2001, the Company did not recognize and account for
acquired intangible assets as assets separate from goodwill. Accordingly,
upon initial adoption of SFAS 142, reclassification of the carrying amounts
of previously acquired intangible assets was not required.
In accordance with SFAS 142, the Company no longer amortizes goodwill and
other intangible assets that have an indefinite useful life but rather
tests such assets at least annually for impairment. No write down of
goodwill has been made following completion of the transitional impairment
test. The following pro forma disclosures are given for the nine-month
period ended September 30, 2001:
Nine months ended
September 30,
2002 2001
(amounts in US$ millions)
---------------------------------------------------------------------------
Loss attributable to shareholders, as reported (92.2) (15.3)
Amortization of goodwill -- 4.5
---------------------------------------------------------------------------
Adjusted net (loss)/income (92.2) (10.8)
===========================================================================
Nine months ended
September 30,
2002 2001
(amounts in US$ millions)
---------------------------------------------------------------------------
Basic and diluted
Net loss per common share, as reported (0.79) (0.14)
Amortization of goodwill -- 0.04
---------------------------------------------------------------------------
Adjusted net (loss)/income per common share (0.79) (0.10)
===========================================================================
New accounting pronouncements
In August 2001, the Financial Accounting Standards Board issued SFAS No.
143, Accounting for Asset Retirement Obligations ("SFAS 143"), which is
effective for financial statements issued for fiscal years beginning after
June 15, 2002. The pronouncement addresses the recognition and
remeasurement of obligations associated with the retirement of a tangible
long-lived asset. The Company is currently reviewing this statement to
determine its impact on future financial statements.
F-55
In April 2002, the FASB issued SFAS No. 145, Rescission of FASB Statements
No. 4, 44 and 64, Amendment of FASB Statement No. 13, and Technical
Corrections. ("SFAS 145"). SFAS 145 updates, clarifies and simplifies
existing accounting pronouncements. While the technical corrections to
existing pronouncements are not substantive in nature, in some instances,
they may change accounting effective for transactions occurring after May
15, 2002. All other provisions of this standard must be applied for
financial statements issued on or after May 15, 2002, with early
application encouraged. The Company does not believe the adoption of SFAS
145 will have a material impact on its financial position, results of
operations or cash flows.
In June 2002, the FASB issued SFAS No. 146, Accounting for Costs Associated
with Disposal or Exit Activities. This statement addresses financial
accounting and reporting for costs associated with exit or disposal
activities initiated after December 31, 2002 and nullifies Emerging Issues
Task Force Issue No. 94-3, Liability Recognition for Certain Employee
Termination Benefits and Other Costs to Exit an Activity (Including Certain
Costs Incurred in a Restructuring). This statement requires that a
liability for a cost associated with an exit or disposal activity be
recognized when the liability is incurred. Under EITF 94-3, a liability for
an exit cost as defined in EITF 94-3 was recognized at the date of an
entity's commitment to an exit plan. This statement provides that an
entity's commitment to a plan, by itself, does not create a present
obligation to others that meets the definition of a liability. Therefore,
SFAS 146 eliminates the definition and requirements for recognition of exit
costs in EITF 94-3 until a liability has been incurred and establishes that
fair value is the objective for initial measurement of the liability.
However, this standard does not apply to costs associated with exit
activities involving entities acquired under business combinations or
disposal activities covered under SFAS 144. The adoption of SFAS 146 will
not have an impact on previous results reported.
In November and December 2000 respectively, the UK Accounting Standards
Board issued FRS 17, Retirement Benefits and FRS 19, Deferred Tax. FRS 17
will have no significant impact on the Company's financial statements.
Under FRS 19, which is effective for accounting periods ending on or after
January 23, 2002, a basis of 'full' rather than 'partial' provision should
be adopted for all deferred tax liabilities and assets, with assets being
recognized where it is considered more likely than not that they will be
recovered. This will bring UK GAAP broadly into line with current US GAAP.
The Company will implement FRS 19 in its 2002 annual accounts. Adoption of
FRS 19 will require the comparative figure for the tax on operating profit
on ordinary activities for 2001 to be restated from the previously reported
amount of US$6.8 million to US$9.6 million. This adjustment will be
reflected in the 2002 annual accounts. For the nine months to September 30,
2002, there would have been a tax credit under FRS 19 of US$4.0 million
compared to nil.
F-56
Part II
Information Not Required in Prospectus
Item 6. Indemnification of Directors and Officers
Subject to the provisions of the Ghanaian Companies Code 1963, our Regulations
allow us to indemnify, out of our assets, every director, managing director,
secretary and other officer against any liability incurred in the execution of
discharge of duties or the exercises of powers if a judgement is granted in such
person's favor or such person is acquitted. This indemnity applies to any
liability incurred by such person in defending any civil or criminal proceedings
relating to any act or omission committed by such person as our officer or
employee.
[Subject to the Ghanaian Companies Code 1963, our Regulations allow us to
purchase and maintain insurance at our expense for the benefit of any person who
is or was at any time a director of other officer or employee or auditor of ours
or of any other company which is a subsidiary or subsidiary undertaking of ours
indemnifying such person against any liability which may attach to him or loss
or expenditure which he may incur in relation to anything done or alleged to
have been done or omitted to be done as a director, officer or employee.]
Section 203(4) of the Ghanaian Companies Code 1963 provides that no provision,
whether contained in the Regulations of a company, or in any contract, or in any
resolution of a company, shall relieve any director from the duty to act in
accordance with the duties of directors or relieve him from any liability
incurred as a result of any breach thereof.
Section 203 of the Ghanaian Companies Code 1963 elevates a director's fiduciary
duties to the status of statutory duties, insofar as:
(a) a director of a company stands in a fiduciary relationship towards the
company and shall observe the utmost good faith towards the company in
any transaction with it or on its behalf; and
(b) a director shall act at all times in what he believes to be the best
interests of the company as a whole so as to preserve its assets,
further its business, and promote the purposes for which it was
formed, and in such manner as a faithful, diligent, careful and
ordinarily skilful director would act in the circumstances; and
(c) in considering whether a particular transaction or course of action is
in the best interests of the company as a whole a director may have
regard to the interests of the employees, as well as the members, of
the company, and, when appointed by, or as representative of, a
special class of members, employees, or creditors may give special,
but not exclusive, consideration to the interests of that class.
Subject to Ghanaian law, however, it is possible to indemnify directors and
others for matters which, even though they may amount to negligent acts or
omissions, do not constitute a breach of fiduciary duties.
[We maintain directors and officers insurance to protect our officers and
directors from specified liabilities that may arise in the course of their
service to us in those capacities.]
Item 7. Recent Sales of Unregistered Securities
Within the past three years, we have issued securities without registration
under the Securities Act of 1933, as follows:
In November 1999, pursuant to a warrant commitment letter, Ashanti Warrants
Limited, one of our subsidiaries, issued unlisted warrants to subscribe for
mandatorily exchangeable securities under which the securityholders have the
option of converting the securities into our ordinary shares at any time at a
conversion price of US$3 per share. The warrants were issued in three equal
tranches with expiry dates for each tranche of 28 April 2004, 28 October 2004
and 28 April 2005. 13,945,122 out of a maximum of 19,835,001 of the warrants
have been exercised, leading to the issue of 13,945,122 of our ordinary shares.
As at November 15, 2002, the conversion rights of the outstanding warrants could
give rise to the issue of up to 5,889,879 ordinary shares.
I
On June 28, 2002, another of our subsidiaries Ashanti Capital Second Limited,
created and issued US$75.0 million of mandaterily exchangeable notes, or MENs
which upon completion of the rights issue will automatically be exchanged for
ordinary shares.
On May 4, 2001, we issued 377,280 ordinary shares at a price of US$2.53 per
ordinary share under the Restricted Share Scheme of which 91,680 ordinary shares
were awarded to our directors.
On August 22, 2002, we issued 234,571 ordinary shares under the AGC 1994
Employee Share Scheme.
The securities issued in the transactions described above were deemed exempt
from registration under the Securities Act in reliance upon Section 4(2),
Regulation S or [Rule 701] of the Securities Act.
Item 8. Exhibits and Financial Statement Schedules
Exhibit No. Description
------------------------------------------------------------------------------------------------------------
3.1 Regulations of the Registrant(1).
4.1 Rules of the Bonus Co-Investment Plan (1).
4.2 Rules of the Performance Share Plan(1).
4.3 Rules of the AGC Senior Management Share Option Scheme (as amended)(1).
4.4 Rules of the AGC Employee Share Scheme (as amended for Awards made on or after April 25,
2001)(1).
4.5 Rules of the Ashanti Long-Term Performance Plan(1).
4.6 Form of Deposit Agreement among the Registrant, The Bank of New York, as depositary, and
owners and beneficial owners from time to time of GDRs issued thereunder(1).
4.7 Lonmin MENs Subscription Agreement between the Registrant, Ashanti Capital (Second)
Limited and Lonmin plc dated June 28, 2002(2).
4.8 Government of Ghana MENs Subscription Agreement between the Registrant, Ashanti Capital
(Second) Limited, Lonmin plc and the Republic of Ghana dated June 28, 2002(2).
4.9 Form of certificate representing ordinary shares, no par value(3).
4.10 Form of certificate representing Global Depositary Shares(3).
5.1 Opinion of Merene Botsio-Phillips, as to the legality of the ordinary shares.*
10.1 Obuasi Mining Lease dated March 14, 1994(1).
10.2 Geita Mining Lease dated June 24, 1999(1).
10.3 Replacement Technical Services Agreement dated March 14, 1994, between the Registrant and
Lonmin Plc, as amended by letter dated December 1, 1995(1).
10.4 Transaction Agreement between Registrant, AngloGold Limited and AngloGold Geita Limited
dated June 23, 2000 and the Amendment Agreement dated November 30, 2000(1).
10.5 Joint Venture Agreement between Registrant, AngloGold Limited and AngloGold Geita
Limited dated December 15, 2000(1).
10.6 Amended Warrant Deed Poll(1).
10.7 MENs Deed Poll between the Registrant and Ashanti Capital (Second) Limited dated
June 27, 2002(2).
10.8 Agreement for a US$200 million 5 year revolving credit facility dated June 28, 2002(2).
10.9 New MFTL dated August 15, 2002 between the Registrant and its Hedge Counterparties(2).
10.10 Transaction Agreement between Registrant, AngloGold Limited and AngloGold Geita Limited
dated June 23, 2000 and the Amendment Agreement dated November 30, 2000(1).
10.11 Joint Venture Agreement between Registrant, AngloGold Limited and AngloGold Geita
Limited dated December 15, 2000(1).
10.12 Service Agreement with Mr. Venkatakrishnan dated September 20, 2000.
10.13 Service Agreement with Ms. Botsio-Phillips dated September 29, 1999.
10.14 Service Agreement with Mrs. Ofori Atta dated September 29, 1999.
10.15 Service Agreement with Mr. Schultz dated March 27, 2002.
21.1 List of Subsidiaries of the Registrant(1).
23.1 Consent of Merene Botsio-Phillips (included in Exhibit 5.1)*
23.2 Consent of Deloitte and Touche.
24.1 Power of attorney (included on signature page).
II
----------
1 Incorporated by reference to the Annual Report on Form 20-F for the year
ended December 31, 2000.
2 Incorporated by reference to the Annual Report on Form 20-F for the year
ended December 31, 2001, filed September 24, 2002.
3 Incorporated by reference to the Registration Statement on Form F-1, No.
1-14212, filed February 22, 1996.
* To be filed by amendment.
Item 9. Undertakings
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or
the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high
end of the estimated maximum offering range may be reflected
in the form of prospectus filed with the Commission pursuant
to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than 20% change in the maximum
aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration
statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(4) If the registrant is a foreign private issuer, to file a
post-effective amendment to the registration statement to include
any financial statements required by Item 8-A of Form 20-F at the
start of any delayed offering or throughout a continuous
offering. Financial statements and information otherwise required
by Section 10(a)(3) of the Securities Act of 1933 need not be
furnished, provided, that the registrant includes in the
prospectus, by means of a post-effective amendment, financial
statements required pursuant to this paragraph (a)(4) and other
information necessary to ensure that all other information in the
prospectus is at least currant as the date of those financial
statements.
(b) The undersigned registrant hereby undertakes that for the purposes of
determining any liability under the Securities Act of 1933:
(1) The information omitted from the form of prospectus filed as part
of this registration statement in reliance upon Rule 430A and
contained in a form of prospectus filed by the registrant
pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities
Act of 1933 shall be deemed to be part of this registration
statement as of the time it was declared effective.
(2) Each post-effective amendment that contains a form of prospectus
shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.
III
(c) Insofar as indemnification for liabilities under the Securities Act of
1933 may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the provisions described in Item 15 or
otherwise, the Registrant has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed
in the Securities Act of 1933, and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred or paid
by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted
against any Registrant by such director, officer or controlling person
in connection with the securities being registered, the Registrant
will, unless in the opinion of its counsel the matter has been settled
by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act of 1933 and
will be governed by the final adjudication of such issue.
IV
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all the
requirements for filing on Form F-1 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Accra, Republic of Ghana, on December 6, 2002.
Ashanti Goldfields Company Limited
(Registrant)
By: /s/ Sam Esson Jonah
--------------------------------
Name: Sam Esson Jonah
Title: Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Sam Esson Jonah and Srinivasan Venkatakrishnan,
or either of them, as his true and lawful attorneys-in-fact and agents, with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this registration statement, and any registration
statement relating to the offering hereunder pursuant to Rule 462 under the
Securities Act of 1933, as amended, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in connection therewith, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or either of them, or
their or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
V
Signature Title Date
--------------------------------------------------------------------------------------
/S/ Sam Esson Jonah
------------------------------- Chief Executive Officer and December 6, 2002
Sam Esson Jonah Director
(Principal Executive Officer)
/S/ Srinivasan Venkatakrishnan
------------------------------- Finance Director and Director December 6, 2002
Srinivasan Venkatakrishnan (Principal Financial Officer)
/S/ Michael Ernest Beckett
------------------------------- Chairman of the Board December 6, 2002
Michael Ernest Beckett
/S/ Merene Botsio-Phillips
------------------------------- Director December 6, 2002
Merene Botsio-Phillips
/S/ Eleanor Darkwa Ofori Atta
------------------------------- Director December 6, 2002
Eleanor Darkwa Ofori Atta
/S/ Trevor Stanley Schultz
------------------------------- Director December 6, 2002
Trevor Stanley Schultz
/S/ Theophilus Ernest Anin
------------------------------- Director December 6, 2002
Theophilus Ernest Anin
/S/ The Rt. Hon. The Baroness
Chalker of Wallasey PC
------------------------------- Director December 6, 2002
The Rt. Hon. The Baroness
Chalker of Wallasey PC
/S/ Dr. Chester Arthur Crocker
------------------------------- Director December 6, 2002
Dr. Chester Arthur Crocker
/S/ Thomas Richard Gibian
------------------------------- Director December 6, 2002
Thomas Richard Gibian
/S/ Gordon Edward Haslam
------------------------------- Director December 6, 2002
Gordon Edward Haslam
/S/ Dr. Michael Peter Martineau
------------------------------- Director December 6, 2002
Dr. Michael Peter Martineau
/S/ Nicholas Jeremy Morrell
------------------------------- Director December 6, 2002
Nicholas Jeremy Morrell
Authorized Representative in the United States
/S/ Puglisi & Associates
--------------------------------------------------
STATEMENT OF DIFFERENCES
------------------------
The registered trademark symbol shall be expressed as.................. 'r'
The British pound sterling sign shall be expressed as.................. 'L'