Obligation AngloGold Ashanti 5.125% ( US03512TAC53 ) en USD

AngloGold Ashanti

100 % ▼

Royaume-Uni

US03512TAC53 ( en USD )

5.125% par an ( paiement semestriel )

31/07/2022 - Obligation échue

Prospectus brochure de l'obligation AngloGold US03512TAC53 en USD 5.125%, échue

1 000 USD

750 000 000 USD

03512TAC5

BB+ ( Spéculatif )

Baa3 ( Qualité moyenne inférieure )

AngloGold Ashanti est une société minière multinationale sud-africaine spécialisée dans l'extraction de l'or, opérant dans plusieurs pays à travers le monde.

L'Obligation émise par AngloGold Ashanti ( Royaume-Uni ) , en USD, avec le code ISIN US03512TAC53, paye un coupon de 5.125% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 31/07/2022

L'Obligation émise par AngloGold Ashanti ( Royaume-Uni ) , en USD, avec le code ISIN US03512TAC53, a été notée Baa3 ( Qualité moyenne inférieure ) par l'agence de notation Moody's.

L'Obligation émise par AngloGold Ashanti ( Royaume-Uni ) , en USD, avec le code ISIN US03512TAC53, a été notée BB+ ( Spéculatif ) par l'agence de notation Standard & Poor's ( S&P ).

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TABLE OF CONTENTS Prospectus Supplement
TABLE OF CONTENTS
TABLE OF CONTENTS 3
Table of Contents
Filed pursuant to Rule 424(b)(5)
Registration Nos.
333-182712 and
333-182712-02
CALCULATION OF REGISTRATION FEE

Amount of
Title of Each Class of
Aggregate
Registration
Securities to be Registered

Offering Price

Fee(1)

5.125% Notes due 2022 of AngloGold Ashanti Holdings plc

$750,000,000
$85,950

Guarantee of AngloGold Ashanti Limited in connection with the
5.125% Notes due 2022(2)

--

--

(1)
Calculated in accordance with Rule 457(r) under the Securities Act of 1933.
(2)
Pursuant to Rule 457(n) under the Securities Act of 1933, no separate fee is payable with respect to the guarantee of
AngloGold Ashanti Limited in connection with the guaranteed debt securities.
Prospectus Supplement to Prospectus dated July 17, 2012
$750,000,000 5.125% notes due 2022
Fully and Unconditionally Guaranteed by
The 5.125% notes due 2022, or the "notes", will bear interest at a rate of 5.125% per year. AngloGold Ashanti Holdings plc, or
"Holdings", will pay interest on the notes each February 1 and August 1, commencing on February 1, 2013.
Unless Holdings redeems the notes earlier, the notes will mature on August 1, 2022. The notes will rank equally with Holdings'
senior, unsecured debt obligations and the guarantee will rank equally with all other senior, unsecured debt obligations of AngloGold
Ashanti Limited.
Holdings may redeem some or all of the notes at any time and from time to time at the redemption price determined in the manner
described in this prospectus supplement. Holdings may also redeem the notes in whole if certain tax events occur as described in this
prospectus supplement. In addition, upon the occurrence of both (i) a change of control of AngloGold Ashanti Limited and (ii) a
downgrade, within a specified period, of the notes from an investment grade rating to below an investment grade rating by each of Moody's
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Investors Service, Inc. and Standard & Poor's Ratings Services, Holdings will be required to make an offer to purchase the notes at a price
equal to 101% of its principal amount plus accrued and unpaid interest, if any, to the date of repurchase. The notes will be issued in
denominations of $1,000 and integral multiples of $1,000.
We will apply to list the notes on the New York Stock Exchange. Currently, there is no public market for the notes.
See "Risk Factors" starting on page S-16 of this prospectus supplement to read about factors you should
consider before investing in the notes.
Neither the United States Securities and Exchange Commission nor any other regulatory body has approved or disapproved of
these securities or passed upon the adequacy or accuracy of this prospectus supplement and the accompanying prospectus. Any
representation to the contrary is a criminal offense.

Per note
Total

Initial public offering price(1)
99.398%$ 745,485,000
Underwriting discount
0.640%$
4,800,000
Proceeds, before expenses, to AngloGold Ashanti Holdings plc
98.758%$ 740,685,000
(1)
Plus accrued interest, if any, from July 30, 2012 if settlement occurs after that date.
The underwriters expect to deliver the notes to purchasers in book-entry form only through the facilities of The Depository Trust
Company for the accounts of its direct and indirect participants (including Euroclear S.A./N.V., as operator of the Euroclear System, and
Clearstream Banking, société anonyme) on or about July 30, 2012.
Joint Book-Runners
Barclays

Citi

HSBC

Scotiabank
Co-managers
BMO Capital Markets
Deutsche Bank Securities
J.P. Morgan
Mitsubishi UFJ Securities
Prospectus Supplement dated July 25, 2012
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TABLE OF CONTENTS
Prospectus Supplement

Page

ABOUT THIS PROSPECTUS SUPPLEMENT
S-ii

WHERE YOU CAN FIND MORE INFORMATION
S-ii

NOTE REGARDING FORWARD-LOOKING STATEMENTS
S-ii

NOTE TO UK INVESTORS
S-iii

NOTE TO EEA INVESTORS
S-iv

ENFORCEMENT OF CERTAIN CIVIL LIABILITIES
S-iv

NON-GAAP FINANCIAL MEASURES
S-v

INCORPORATION BY REFERENCE
S-v

PROSPECTUS SUPPLEMENT SUMMARY
S-1

THE OFFERING
S-12

RISK FACTORS
S-16

USE OF PROCEEDS
S-47

CAPITALIZATION
S-48

RECONCILIATION OF TOTAL CASH COSTS AND TOTAL PRODUCTION COSTS TO
FINANCIAL STATEMENTS
S-49

RATIO OF EARNINGS TO FIXED CHARGES
S-51

EXCHANGE RATE INFORMATION
S-52

DESCRIPTION OF NOTES
S-53

TAXATION
S-65

UNDERWRITING
S-69

LEGAL MATTERS
S-74

EXPERTS
S-74
Prospectus

ABOUT THIS PROSPECTUS
2

WHERE YOU CAN FIND MORE INFORMATION
2

FORWARD-LOOKING STATEMENTS
3

ENFORCEABILITY OF CERTAIN CIVIL LIABILITIES
4

ANGLOGOLD ASHANTI LIMITED
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ANGLOGOLD ASHANTI HOLDINGS PLC
5

ANGLOGOLD ASHANTI HOLDINGS FINANCE PLC
5

RISK FACTORS
6

RATIO OF EARNINGS TO FIXED CHARGES
6

REASONS FOR THE OFFERING AND USE OF PROCEEDS
6

SELECTED FINANCIAL DATA
7

PROSPECTUS SUPPLEMENT
8

SOUTH AFRICAN RESERVE BANK APPROVAL
8

DESCRIPTION OF SHARE CAPITAL
8

DESCRIPTION OF ADSs
8

DESCRIPTION OF DEBT SECURITIES
9

DESCRIPTION OF WARRANTS
27

DESCRIPTION OF RIGHTS TO PURCHASE ORDINARY SHARES
28

TAXATION
29

PLAN OF DISTRIBUTION
29

LEGAL MATTERS
30

EXPERTS
31
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ABOUT THIS PROSPECTUS SUPPLEMENT
This document consists of two parts. The first part is this prospectus supplement, which describes the specific terms of this offering of
debt securities of AngloGold Ashanti Holdings plc guaranteed by AngloGold Ashanti Limited. The second part, the accompanying base
prospectus, presents more general information. Generally, when we refer only to the "prospectus", we are referring to the base prospectus,
including the documents incorporated by reference in the base prospectus.
If the description of this offering varies between this prospectus supplement and the accompanying prospectus, you should rely on the
information in this prospectus supplement.
You should rely only on the information contained in this document or in one to which we have referred you in this prospectus
supplement and the accompanying prospectus. We have not authorized anyone to provide you with information that is different. This
document may be used only where it is legal to sell these securities. The information in this document may be accurate only on the date
hereof.
Unless the context requires otherwise, in this prospectus supplement, "Holdings" refers to AngloGold Ashanti Holdings plc and the
"Company", the "Group", "we" or "us" refers to AngloGold Ashanti Limited and its consolidated subsidiaries.
In this prospectus supplement, references to rands, ZAR and R are to the lawful currency of the Republic of South Africa, references
to Australian dollars and A$ are to the lawful currency of Australia, references to U.S. dollars, dollars or $ are to the lawful currency of
the United States and references to £ or British pounds are to the lawful currency of the United Kingdom.
In connection with the offering, the underwriters are not acting for anyone other than us and they will not be responsible to anyone
other than us for providing the protections afforded to their clients or for providing advice in relation to the offering.
WHERE YOU CAN FIND MORE INFORMATION
We file periodic reports and other information with the United States Securities and Exchange Commission, or "SEC". The SEC
maintains a website (http://www.sec.gov) on which our annual and other reports are made available. You may also read and copy any
document we file at the SEC's public reference room at 100 F Street, N.E., Washington D.C. 20549. Please call the SEC at 1-800-
SEC-0330 for further information on the operation of the public reference room. You may also read and copy these documents at the offices
of the New York Stock Exchange, 11 Wall Street, New York, New York 10005.
NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus supplement includes and incorporates by reference "forward-looking information" within the meaning of Section 27A
of the Securities Act of 1933, as amended, or "the Securities Act", and Section 21E of the Securities Exchange Act of 1934, as amended, or
the "Exchange Act". All statements other than statements of historical fact, including, without limitation, those concerning the economic
outlook for the gold mining industry, expectations regarding gold prices, production, cash costs, return on shareholders' equity, productivity
improvements and other operating results, growth prospects and outlook of our operations, individually or in the aggregate, including the
completion and commencement of commercial operations of certain of our exploration and production projects and the completion of
acquisitions and dispositions, our liquidity, capital resources and capital expenditure, and the outcome and consequences of any potential or
pending litigation or regulatory (including tax) proceedings or environmental issues, are forward-looking statements regarding our
operations, economic performance and financial condition. These forward-looking statements are not based on historical facts, but rather
reflect our current expectations concerning future results and events and
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generally may be identified by the use of forward-looking words or phrases such as "believe", "aim", "expect", "anticipate", "intend",
"foresee", "forecast", "likely", "should", "planned", "may", "estimated", "potential" or other similar words and phrases. Similarly,
statements that describe our objectives, plans or goals are or may be forward-looking statements.
You should consider any forward-looking statements in light of the risks and uncertainties described in the information contained or
incorporated by reference in this prospectus supplement. These forward-looking statements involve known and unknown risks,
uncertainties and other factors that may cause our actual results, performance or achievements to differ materially from the anticipated
results, performance or achievements expressed or implied in these forward-looking statements. Although we believe that the expectations
reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to have been
correct. Accordingly, results could differ materially from those set out in the forward-looking statements as a result of, among other factors,
changes in economic and market conditions, success of business and operating initiatives, changes in the regulatory environment and other
government actions, including environmental approvals and actions, fluctuations in gold prices and exchange rates, and business and
operational risk management. For a discussion of certain of these and other factors, refer to the information under the heading "Risk
Factors". These factors are not necessarily all of the important factors that could cause our actual results to differ materially from those
expressed in any forward-looking statements. Other unknown or unpredictable factors could also have material adverse effects on future
results. Consequently, you are cautioned not to place undue reliance on forward-looking statements.
You should review carefully all information, including the financial statements and the notes to the financial statements, included in
this prospectus supplement (and all documents incorporated herein by reference). The forward-looking statements included in this
prospectus supplement are made only as of the last practicable date and the forward-looking statements in the documents incorporated by
reference are made only as of the last practicable date before the filing of such documents. We undertake no obligation to update publicly or
release any revisions to these forward-looking statements to reflect events or circumstances after the date of this prospectus supplement or
to reflect the occurrence of unanticipated events, except to the extent required by applicable law. All subsequent written or oral forward-
looking statements attributable to us or any person acting on our behalf are qualified by the cautionary statements herein.
NOTE TO UK INVESTORS
This prospectus supplement is for distribution only to persons who (i) have professional experience in matters relating to investments
falling within Article 19(5) of the United Kingdom Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as
amended) (the "Financial Promotion Order"), (ii) are persons falling within Article 49(2)(a) to (d) of the Financial Promotion Order,
being, among other things, high net worth companies and/or unincorporated associations, (iii) are outside the United Kingdom, or (iv) are
persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the United Kingdom
Financial Services and Markets Act 2000 (as amended) (the "FSMA") in connection with the issue or sale of any securities may otherwise
lawfully be communicated or caused to be communicated (all such persons together being referred to as "relevant persons"). This
prospectus supplement is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons.
Any investment or investment activity to which this prospectus supplement relates is available only to relevant persons and will be engaged
in only with relevant persons.
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NOTE TO EEA INVESTORS
This prospectus supplement has been prepared on the basis that any offer of securities in any Member State of the European Economic
Area ("EEA") which has implemented the Prospectus Directive (each, a "Relevant Member State") will be made pursuant to an exemption
under the Prospectus Directive, as implemented in that Relevant Member State, from the requirement to publish a prospectus for offers of
securities. Accordingly, any person making or intending to make any offer in that Relevant Member State of securities which are the subject
of the offering contemplated in this prospectus supplement may only do so in circumstances in which no obligation arises for us or any of
the underwriters to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16
of the Prospectus Directive, in each case, in relation to such offer. Neither we, nor the underwriters have authorized, nor do they authorize,
the making of any offer of securities in circumstances in which an obligation arises for us or any underwriter to publish or supplement a
prospectus for such offer. For the purposes of this provision, Prospectus Directive means Directive 2003/71/EC (and amendments thereto,
including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State), and includes any relevant
implementing measure in each Relevant Member State and the expression 2010 PD Amending Directive means Directive 2010/73/EU.
ENFORCEMENT OF CERTAIN CIVIL LIABILITIES
Holdings is incorporated under the laws of the Isle of Man and AngloGold Ashanti Limited is incorporated under the laws of the
Republic of South Africa. All of the directors and officers of Holdings reside outside the United States and all except one of AngloGold
Ashanti Limited's directors, all of AngloGold Ashanti Limited's officers, and the experts named herein, reside outside the United States,
principally in South Africa. You may not be able, therefore, to effect service of process within the United States upon those directors and
officers with respect to matters arising under the federal securities laws of the United States.
In addition, substantially all of our assets and the assets of our directors and officers are located outside the United States. As a result,
you may not be able to enforce against us or our directors and officers judgments obtained in U.S. courts predicated on the civil liability
provisions of the federal securities laws of the United States.
We have been advised by Cains Advocates Limited, our Isle of Man counsel, that there is no statutory procedure in the Isle of Man for
the recognition or enforcement of judgments of the U.S. courts. However, under Isle of Man common law, a judgment in personam given by
a U.S. court may be recognized and enforced by an action for the amount due under it provided that the judgment: (i) is for a debt or definite
sum of money (not being a sum payable in respect of taxes or other charges of a like nature or in respect of a fine or other penalty); (ii) is
final and conclusive; (iii) was not obtained by fraud; (iv) is not one whose enforcement would be contrary to public policy in the Isle of
Man; and (v) was not obtained in proceedings which were opposed to natural justice in the Isle of Man.
Based on the foregoing, we have been advised by our counsel in the Isle of Man that there is no certainty as to the enforceability in the
Isle of Man, either in original actions or in actions for enforcement of judgments of U.S. courts, of liabilities predicated upon the civil
liability provisions of the U.S. federal securities laws.
We have been advised by Edward Nathan Sonnenbergs Inc., our South African counsel, that there are additional factors to be
considered under South African law in respect of the enforceability, in South Africa (in original actions, in actions for enforcement, or
judgments of U.S. courts) of liabilities predicated on the U.S. federal securities laws. These additional factors include, but are not
necessarily limited to, (i) South African public policy considerations; (ii) South African legislation regulating the applicability and extent
of damages and/or penalties that may be payable by a party; (iii) the applicable
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rules under the relevant South African legislation which regulate the recognition and enforcement of foreign judgments in South Africa, and
(iv) the South African courts' inherent jurisdiction to intervene in any matter which such courts may determine warrants the courts'
intervention (despite any agreement amongst the parties to (a) have any certificate or document being conclusive proof of any factor, or
(b) oust the courts' jurisdiction).
Based on the foregoing, we have been advised by our counsel in South Africa that there is no certainty as to the enforceability in South
Africa (in original actions or in actions for enforcement of judgments of U.S. courts) of liabilities predicated on the U.S. federal securities
laws.
NON-GAAP FINANCIAL MEASURES
In this prospectus supplement and in documents incorporated by reference herein, we present financial items such as "total cash costs",
"total cash costs per ounce", "total production costs" and "total production costs per ounce" which have been determined using industry
guidelines and practices and are not US GAAP measures. An investor should not consider these items in isolation or as alternatives to
production costs, net income/(loss) applicable to common shareholders, income/(loss) before income tax provision, net cash provided by
operating activities or any other measure of financial performance presented in accordance with US GAAP either in this document or in any
document incorporated by reference herein.
While the Gold Institute has provided definitions for the calculation of total cash costs and total production costs, the calculation of
total cash costs, total cash costs per ounce, total production costs and total production costs per ounce may vary significantly among gold
mining companies, and by themselves do not necessarily provide a basis for comparison with other gold mining companies. However, we
believe that total cash costs and total production costs in total, by mine and per ounce are useful indicators to investors and management as
they provide:
·
an indication of profitability, efficiency and cash flows;
·
the change in costs as mining operations mature over time on a consistent basis; and
·
an internal benchmark of performance to allow for comparison against other mines, both within our group and of other gold
mining companies.
INCORPORATION BY REFERENCE
The SEC allows us to "incorporate by reference" the information we file with the SEC, which means that we can disclose important
information to you by referring you to those documents, which are considered part of this prospectus supplement. Information that we file
with the SEC in the future and incorporate by reference will automatically update and supersede the previously filed information. We
incorporate by reference the documents listed below and any future filings made with the SEC under Sections 13(a), 13(c), 14, or 15(d) of
the Exchange Act other than any portions of the respective filings that were furnished, under applicable SEC rules, rather than filed, until
we complete our offering:
·
Our annual report on Form 20-F for the year ended December 31, 2011 filed with the SEC on April 23, 2012 (our "2011
Form 20-F"); and
·
Our Form 6-K filed with the SEC on June 27, 2012 containing unaudited condensed consolidated financial information as of
March 31, 2012 and December 31, 2011 and for each of the three-month periods ended March 31, 2012 and 2011, prepared
in accordance with US GAAP, and related management's discussion and analysis of financial condition and results of
operations (our "2012 First Quarter Report").
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You may obtain a copy of these filings at no cost by writing or telephoning us at the following address:
AngloGold Ashanti North America Inc.
7400 E. Orchard Road
Suite 350
Greenwood Village, CO 80111
Telephone: +1 (303) 889-0753
Fax: +1 (303) 889 0707
E-mail: [email protected]
on and after October 1, 2012:
AngloGold Ashanti North America Inc.
6300 South Syracuse Way
Suite 500
Centennial, CO 80111
Telephone: +1 (303) 889-0753
Fax: +1 (303) 889 0707
E-mail: [email protected]
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PROSPECTUS SUPPLEMENT SUMMARY
This summary highlights information contained elsewhere in this prospectus supplement and the documents incorporated by reference
herein. This summary is not complete and does not contain all the information that may be important to you. Potential investors should read
the entire prospectus supplement, the prospectus and the documents incorporated by reference herein and therein carefully, especially the
risks of investing in the notes discussed under "Risk Factors".
AngloGold Ashanti Limited
Company Overview
We are a global gold company with a portfolio of assets and differing orebody types in key gold-producing regions. As at
December 31, 2011, we had gold reserves of 75.6 million ounces (2010: 71.2 million ounces). For the year ended December 31, 2011, we
had consolidated revenues of $6,570 million (which excludes revenue from by-products and interest earned) (2010: $5,334 million) and
total cash costs of $733 per ounce (2010: $627 per ounce). In 2011, we produced 4.33 million ounces of gold (2010: 4.52 million ounces)
as well as 1.38 million pounds of uranium, 2.96 million ounces of silver and 206.54 tonnes of sulfuric acid as by-products.
We were formed following the consolidation of the gold interests of Anglo American plc into a single company in 1998. At that time,
our production and reserves were primarily located in South Africa (97% of 1997 production and 99% of reserves as at December 31,
1997) and one of our objectives was to achieve greater geographic and ore body diversity. Through a combination of mergers, acquisitions
disposal initiatives and organic growth, and through the operations in which we have an interest, we have developed a high-quality,
well-diversified asset portfolio, including:
·
production from 20 operations in ten countries: Argentina, Australia, Brazil, Ghana, Guinea, Mali, Namibia, South Africa,
Tanzania and the United States;
·
gold production for the year ended December 31, 2011 of approximately 63% and reserves at December 31, 2011 of
approximately 57% from operations outside South Africa; and
·
gold production from a broad variety of ore body types as well as a variety of open-pit and heap-leach, underground, and
surface and dump reclamation operations.
Our strategy in respect of this portfolio and our current strategic objectives are discussed below.
We were incorporated in the Republic of South Africa in 1944 under the name of Vaal Reefs Exploration and Mining Company
Limited and we operate under the South African Companies Act 71 of 2008, as amended. On April 26, 2004, we acquired the entire issued
share capital of Ashanti Goldfields Company Limited and changed our name to AngloGold Ashanti Limited on the same day. Our principal
executive office is located at 76 Jeppe Street, Newtown, Johannesburg, South Africa 2001 (P.O. Box 62117, Marshalltown, 2107) South
Africa (Telephone +27 11 637-6000).
Strategy
Our business strategy has five principal components:
·
promote the organizational development of the group as a strategic value-driver;
·
maximize margins by managing both revenue and costs to ensure delivery and protection of returns throughout the economi
cycle;
·
manage the business as an asset portfolio by using capital deployment optimization approaches to support the delivery of
return targets;

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