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Business News of Friday, 17 October 2003

Source: Mineweb

AngloGold adds $150m seal to Ashanti

NEW YORK -- It’s take it or leave it time for Ashanti Goldfields [ASL] after AngloGold [AU] delivered what should be a $150 million coup de gr?ce in its race with Randgold Resources [GOLD] for the Ghanaian gold producer. In addition to raising its all scrip offer, AngloGold has won definitive support from Ashanti’s board and its largest shareholder, Lonmin.

The revised offer confirms earlier Mineweb speculation that AngloGold would be forced to ante up if the competing offer from Randgold Resources [GOLD] maintained a spread of $200 million over AngloGold. The group has confirmed that it will no raise its offer again.

Now offering 29 new shares for every 100 Ashanti units, AngloGold’s offer prices Ashanti at $10.89 per share, or $1.45 billion in total. Randgold’s offer remains more valuable at $11.45 per fully diluted Ashanti share, or $1.53 billion although the premium to AngloGold’s offer has been trimmed to 5%, or $74 million which is well off the trailing one-month average of $248 million.

Intriguingly, Tuesday marked the first time that Ashanti has traded higher than the putative Randgold offer. If Ashanti shareholders accept the AngloGold offer, they will control 13.3% of the enlarged company on a fully diluted basis.

Something special

Bobby Godsell, speaking exclusively to Mineweb minutes after confirming AngloGold’s higher and final offer, said: :”It is a moment for people to make decisions and we have made ours”. Significantly, the Ghanaian government is yet to pronounce on the offer. “The remaining critical party to sign off on our deal is the government of Ghana. We await their opinion as shareholders and as regulators,” AngloGold’s chief executive said.

The Ghanaian government, which is being advised by French bank, Societ? G?n?ral?, has so far remained quiet on the bidding war for the country’s most prized business franchise. Godsell said he hoped the government would reach a decision on the bids by the end of October. The government was originally mooted to make an announcement by or on October 15.

Randgold chief executive, Dr Mark Bristow, recently told Mineweb that AngloGold would need “something special” to knock his upstart bid out of the running. The something special may have happened in AngloGold retaining unanimous and unqualified support of the Ashanti board, which will be a swing factor in the Ghanaian government’s decision on its golden share. In addition, Lonmin, which controls 27.6% of Ashanti, has further reinforced its already strong August agreement to vote its shares to AngloGold.

That is a nearly impossible hurdle for Randgold since its bid must be completed via a scheme of arrangement under Ghanaian law requiring 75% shareholder approval. With Lonmin signalling its preference so definitively, Randgold cannot win a proxy vote.

As if that was not enough, Lonmin’s has also agreed (at an effective price of $40 million to AngloGold) that it will not have any discussions with Randgold, whilst it will also not accept or support a Randgold offer unless it includes a “fully underwritten cash alternative.”

Randgold’s prospects of raising $1.5 billion in cash for the deal are less than slim, so its hopes of becoming the next senior producer are receding rather quickly.

Hard knocks

The Lonmin block has been the subject of considerable confusion since Sir John Craven, Lonmin’s chairman, has annoyed his own shareholders by backing the AngloGold offer early on with the effect of potentially sterilizing deal tension. Adding to the discord, Lonmin’s chief executive, Ed Haslam, told Mineweb on the first of this month that it would be “reckless” to pronounce a favourite.

The confusion is over – Lonmin is for AngloGold. “The offer was revised in the context of emphatic and effectively irrevocable support from Lonmin and Ashanti. It’s a closure move on our part,” Godsell said to underscore the point. “AngloGold has interacted for a long period with the Ashanti board which has looked at all aspects of the offer. We’ve taken the line that this combination addresses the things that have constained Ashanti from realising its full mineral potential.

Analysts in Johannesburg have questioned whether an improved bid for Ashanti would remain accretive to AngloGold shareholders. Godsell remained convinced it will in his late night interview with Mineweb.

The tactics behind the high profile bid for Ashanti, which included a specially convened teleconference for Ghana’s press, was informed by the lessons learned from last year’s failure to buy Normandy Mining. Godsell said: “(The Normandy bid) was a big event in our lives. So we hoped we had learned some valuable lessons. We structured our tactics substantially different this time around.

“The moment comes when we draw a line on value grounds and stick to it,” Godsell said.

Assuming there is any purpose in doing so, reasserting its bid premium would require Randgold to raise its offer ratio to at least 55:100, which would require a staggering 250% increase in share capital and result in significant dilution for prospective and current shareholders.

With premium scrip that should be spent sooner rather than later, and basking in the attention of serious capital, Randgold’s “Plan B” will be the subject of intense speculation. It may involve a merger with multiple partners such as Resolute of Australia and Iamgold of Canada on the logic of an African mid tier gold producer providing investors with a useful alternative to AngloGold and Goldfields.

Most telling for Randgold’s immediate future may be its ability to become an operator-owner - either by acquisition or by finally putting the perpetually “almost ready” Loulo project into production.