Board of Ashanti receives revised merger proposal

Accra, Oct. 16, GNA - The Board of Ashanti Goldfields Company Limited says it received an improved final merger offer known as "Revised Merger Proposal" from AngloGold Limited ("AngloGold"). This follows consideration of the terms of the Revised Merger Proposal and the terms of the merger proposal received from Randgold Resources Limited as announced on 23 September 2003.

A statement issued and made available to the Ghana News Agency said the Ashanti Board resolved unanimously to recommend AngloGold's Revised Merger Proposal.

"In reaching its conclusion," the Board considered, "amongst other things, the results of the technical, legal and financial due diligence exercise undertaken on both AngloGold and Randgold and formed a view as to which proposal it believes is in the best interests of Ashanti's stakeholders, including shareholders, employees and the people of Ghana".

Under the Revised Merger Proposal, Ashanti's shareholders would receive 29 new AngloGold ordinary shares for every 100 Ashanti ordinary shares held. Based on the closing market price of AngloGold ADSs on the New York Stock Exchange on 13 Oc0tober 2003, the last practicable trading day prior to this announcement.

The Revised Merger Proposal values each Ashanti share at 10.97 dollars and the entire issued share capital of Ashanti at approximately 1,431 million dollars.

"On completion of the Revised Merger Proposal and based on the current issued share capital of each company, existing Ashanti shareholders would own approximately 14.5% of the enlarged company's issued share capital," the statement said.

The Revised Merger Proposal is conditional on the support of the Government of Ghana as shareholder and regulator of Ashanti, the approval of the scheme of arrangement required to implement the transaction by Ashanti shareholders and the High Court of Ghana and certain other regulatory approvals and third party consents as detailed in the August 4 announcement.

Other than the exchange ratio, the Revised Merger Proposal would be on the same terms and conditions as those set out in the transaction agreement between Ashanti and AngloGold as announced on 4 August 2003. It is intended that the transaction agreement will be revised accordingly as soon as practicable.

Lonmin Plc, which holds 27.6 per cent of Ashanti's issued share capital, entered into an undertaking with AngloGold, dated 4 August 2003, to vote in favour of the merger.

Lonmin could only withdraw its support for the merger with AngloGold if the Board of Ashanti withdraws its recommendation or if the transaction agreement relating to AngloGold's proposal is terminated. In light of the Revised Merger Proposal, Lonmin has irrevocably undertaken to AngloGold not to have any discussions with Randgold, or to accept or support any proposal from Randgold unless such proposal includes a fully underwritten cash alternative and the Board of Ashanti determines it to be a superior proposal in accordance with the terms of the transaction agreement with AngloGold.

There can be no assurance that a transaction with AngloGold will be completed.