AngloGold Ashanti (AGA) revealed plans for a significant reorganisation that will reshape its corporate structure. The company aims to establish a new listed holding company, NewCo, which will serve as the successor to AGA. This strategic move is expected to enhance AGA’s position in the market and unlock new opportunities for growth.
The reorganisation will be executed through three sequential steps: the Spin-Off, the AGAH Sale, and the Scheme. AGA shareholders will benefit from this process, as each shareholder will receive one NewCo Ordinary Share for every AGA Ordinary Share they currently hold. The distribution of shares will be based on the AGA Ordinary Shares held on the Reorganisation Consideration Record Date. This means that existing AGA shareholders will maintain the same percentage of NewCo Ordinary Shares as they currently hold of AGA Ordinary Shares.
Approximately 419,612,543 NewCo Ordinary Shares are expected to be issued upon completion of the reorganisation. This number is subject to adjustment and reflects the current number of AGA Ordinary Shares as of June 15, 2023, the Last Practicable Date.
The primary listing of NewCo will be on the prestigious New York Stock Exchange (NYSE), granting the company access to deeper pools of capital and expanding its appeal to North American and international investors. In addition to the NYSE listing, NewCo will have secondary inward listings on the Johannesburg Stock Exchange (JSE), A2X, and the Ghana Stock Exchange (GhSE). NewCo is also anticipating the listing of NewCo Ghanaian depositary shares (NewCo GhDSs) on the GhSE.
Following the completion of the reorganisation, AGA Ordinary Shares will be delisted from the JSE, A2X, and NYSE, in line with regulatory requirements. AGA will also ensure the delisting of AGA GhDSs from the GhSE. Furthermore, the AGA American Depositary Shares (ADSs) will be delisted from the NYSE, and the AGA ADS Program will be terminated simultaneously.
AGA’s decision to reorganise and establish NewCo as a listed holding company is driven by several strategic considerations. The company aims to enhance access to capital markets, particularly in North America, by changing its primary listing to the NYSE. This move will improve proximity to North American institutional investors and analysts, thus enhancing valuation comparisons and share trading liquidity.
Moreover, the reorganisation will enable AGA to redomicile to a leading, low-risk jurisdiction, offering a more favorable legal, regulatory, and tax framework. This shift is expected to provide enhanced strategic and financing flexibility, making AGA an attractive investment proposition for a broader range of investors.
Importantly, the reorganisation will have minimal impact on existing stakeholders. AGA will continue to build upon established listings and pools of liquidity, with no changes planned for the membership of the board or management. The company remains committed to executing its strategy while ensuring continuity for shareholders.
The Board of Directors of NewCo will consist of 12 members, including Alberto Calderon as the principal executive officer and executive director, Robert Paul Harling Hayes as the principal financial officer and principal accounting officer, and a group of independent non-executive directors.