Obligation Anglogold Ashanti 8.5% ( US03512TAD37 ) en USD

Anglogold Ashanti

100 % ⇌

Afrique du Sud

US03512TAD37 ( en USD )

8.5% par an ( paiement semestriel )

30/07/2020 - Obligation échue

Prospectus brochure de l'obligation Anglogold Ashanti US03512TAD37 en USD 8.5%, échue

1 000 USD

1 250 000 000 USD

03512TAD3

BB+ ( Spéculatif )

Baa3 ( Qualité moyenne inférieure )

L'Obligation émise par Anglogold Ashanti ( Afrique du Sud ) , en USD, avec le code ISIN US03512TAD37, paye un coupon de 8.5% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 30/07/2020

L'Obligation émise par Anglogold Ashanti ( Afrique du Sud ) , en USD, avec le code ISIN US03512TAD37, a été notée Baa3 ( Qualité moyenne inférieure ) par l'agence de notation Moody's.

L'Obligation émise par Anglogold Ashanti ( Afrique du Sud ) , en USD, avec le code ISIN US03512TAD37, a été notée BB+ ( Spéculatif ) par l'agence de notation Standard & Poor's ( S&P ).

http://www.sec.gov/Archives/edgar/data/1067428/000104746913007814...
424B5 1 a2215956z424b5.htm 424B5
Use these links to rapidly review the document
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)

8.500% Notes due 2020 of AngloGold Ashanti Holdings plc

$1,250,000,000

$170,500

Guarantee of AngloGold Ashanti Limited in connection with the 8.500% Notes due
2020(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
AngloGold Ashanti Holdings plc
$1,250,000,000 8.500% notes due 2020
Fully and Unconditionally Guaranteed by
AngloGold Ashanti Limited
The 8.500% notes due 2020, or the "notes", will bear interest at a rate of 8.500% per year. AngloGold Ashanti Holdings plc, or "Holdings", will pay interest on
the notes each January 15 and July 15, commencing on January 15, 2014.
Unless Holdings redeems the notes earlier, the notes will mature on July 30, 2020. 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.
At any time and from time to time prior to July 30, 2016, Holdings or AngloGold Ashanti Limited may redeem the notes, in whole or in part, at a redemption price
based on a "make-whole" premium, plus accrued and unpaid interest, if any, to the redemption date. At any time and from time to time on or after July 30, 2016,
Holdings or AngloGold Ashanti Limited may redeem the notes, in whole or in part, at the redemption prices set forth herein. In addition, at any time and from time to
time prior to July 30, 2016, Holdings or AngloGold Ashanti Limited may redeem up to 35% of the original principal amount of the notes with the net proceeds from
certain equity offerings by AngloGold Ashanti Limited, at a price of 108.500% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to the
redemption date, if at least 65% of the principal amount of the notes remains outstanding. See "Description of Notes--Optional Redemption". 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 rating downgrade, within a specified period, of the notes by each of Moody's 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.
1 of 144
7/26/2013 4:11 PM

http://www.sec.gov/Archives/edgar/data/1067428/000104746913007814...
See "Risk Factors" starting on page S-20 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)
100.000% $ 1,250,000,000
Underwriting discount

1.025% $
12,812,500
Proceeds, before expenses, to AngloGold Ashanti Holdings plc

98.975% $ 1,237,187,500
(1)
Plus accrued interest, if any, from July 30, 2013 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 SA/NV, as operator of the Euroclear System, and Clearstream Banking, société anonyme) on or about July 30,
2013.

Joint Book-Runners
Citigroup

Deutsche Bank Securities

Goldman, Sachs & Co.
Prospectus Supplement dated July 25, 2013
2 of 144
7/26/2013 4:11 PM

http://www.sec.gov/Archives/edgar/data/1067428/000104746913007814...
Table of Contents
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-16
RISK FACTORS

S-20
USE OF PROCEEDS

S-56
CAPITALIZATION

S-57
RECONCILIATION OF TOTAL CASH COSTS AND TOTAL PRODUCTION COSTS TO FINANCIAL STATEMENTS

S-59
RATIO OF EARNINGS TO FIXED CHARGES

S-61
EXCHANGE RATE INFORMATION

S-62
DESCRIPTION OF NOTES

S-63
TAXATION

S-92
UNDERWRITING

S-96
LEGAL MATTERS
S-101
EXPERTS
S-101
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

5
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
3 of 144
7/26/2013 4:11 PM

http://www.sec.gov/Archives/edgar/data/1067428/000104746913007814...
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
S-i
4 of 144
7/26/2013 4:11 PM

http://www.sec.gov/Archives/edgar/data/1067428/000104746913007814...
Table of Contents
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. "AngloGold Ashanti" refers to AngloGold Ashanti Limited.
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 and other operating results, return on shareholders' equity, productivity improvements, 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 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
S-ii
5 of 144
7/26/2013 4:11 PM

http://www.sec.gov/Archives/edgar/data/1067428/000104746913007814...
Table of Contents
reflect our current expectations concerning future results and events and 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.
S-iii
6 of 144
7/26/2013 4:11 PM

http://www.sec.gov/Archives/edgar/data/1067428/000104746913007814...
Table of Contents
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 of AngloGold Ashanti Limited's directors, all except one 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 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 or in actions for enforcement of 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
S-iv
7 of 144
7/26/2013 4:11 PM

http://www.sec.gov/Archives/edgar/data/1067428/000104746913007814...
Table of Contents
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 filings or 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, 2012 filed with the SEC on April 26, 2013 (our "2012 Form 20-F"); and
·
Our Form 6-K filed with the SEC on July 2, 2013 containing unaudited condensed consolidated financial information as of March 31, 2013 and
December 31, 2012 and for each of the three-month periods ended March 31, 2013 and 2012, prepared in accordance with US GAAP, and related
management's discussion and analysis of financial condition and results of operations (our "2013 First Quarter Report").
S-v
8 of 144
7/26/2013 4:11 PM

http://www.sec.gov/Archives/edgar/data/1067428/000104746913007814...
Table of Contents
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.
6300 South Syracuse Way
Suite 500
Centennial, CO 80111
Telephone: +1 (303) 889-0796
Fax: +1 (303) 889 0700
E-mail: [email protected]
S-vi
9 of 144
7/26/2013 4:11 PM

http://www.sec.gov/Archives/edgar/data/1067428/000104746913007814...
Table of Contents
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 ore body types in key gold-producing regions. As at December 31, 2012, we had gold
reserves of 74.1 million ounces (2011: 75.6 million ounces). For the year ended December 31, 2012, we had consolidated revenues of $6,353 million (which excludes
revenue from by-products and interest earned) (2011: $6,570 million) and total cash costs of $884 per ounce (2011: $733 per ounce). In 2012, we produced
3.94 million ounces of gold (2011: 4.33 million ounces) as well as 1.21 million pounds of uranium, 2.36 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 21 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, 2012 of approximately 69% and reserves at December 31, 2012 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:
·
People are the business, providing the leadership and the supporting management processes to seek to ensure safe and productive work practices that
achieve our goals in a cost effective way;
·
Maximize margins, managing revenues and costs to seek to ensure that full value is realized from our business and that we generate competitive returns
on capital employed;

S-1
10 of 144
7/26/2013 4:11 PM