REG - Centamin PLC - Publication of Scheme Document

CentaminAnnouncement

30/09/2024 15:30

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RNS Number : 3011G  Centamin PLC  30 September 2024

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE
A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION

FOR IMMEDIATE RELEASE

30 September 2024

RECOMMENDED ACQUISITION

OF

CENTAMIN PLC

BY

ANGLOGOLD ASHANTI PLC

 

Publication of Scheme Document

On 10 September 2024, the boards of Centamin plc ("Centamin") and AngloGold
Ashanti plc ("AngloGold Ashanti") announced that they had agreed the terms of
a recommended acquisition of Centamin (the "Transaction"). It is intended that
the Transaction will be implemented by way of a court-sanctioned scheme of
arrangement between Centamin and the Scheme Shareholders under article 125 of
the Jersey Companies Law (the "Scheme").

Centamin announces that a document in relation to the Scheme (the "Scheme
Document") is being sent, or made available, to Centamin Shareholders today.
The Scheme Document includes, amongst other things, a letter from the
Non-Executive Chair of Centamin, the full terms and conditions of the Scheme,
an explanatory statement in relation to the Scheme, notices of the Court
Meeting and Centamin General Meeting to effect the Scheme, an expected
timetable of principal events and details of the actions to be taken by
Centamin Shareholders.

In addition, joint letters from Centamin and AngloGold Ashanti are being sent
today to participants in the Centamin Share Incentive Plan to provide
information on how the Transaction will affect their rights under the Centamin
Share Incentive Plan and the arrangements applicable to them.

Capitalised terms not otherwise defined in this announcement shall have the
meaning given to them in the Scheme Document.

The Scheme Document and Forms of Proxy are being sent to Centamin Shareholders
(in accordance with communication preferences selected).

As described in the Scheme Document, in order to become Effective, the Scheme
will require, amongst other things, the requisite approval of Centamin
Shareholders at the Court Meeting and the passing of a special resolution at
the Centamin General Meeting, and then the approval of the Jersey Court. The
Scheme is also subject to the satisfaction or waiver of the other Conditions
and further terms as described more fully in the Scheme Document.

The Court Meeting and the Centamin General Meeting to approve the Scheme (and
the steps contemplated by the Scheme) are scheduled to be held at 10:00 a.m.
and 10:15 a.m. (or as soon thereafter as the Court Meeting concludes or is
adjourned) respectively, each on 28 October 2024 at The Royal Yacht,
Weighbridge, St Helier, Jersey, JE2 3NF.

Subject to approval at the Shareholder Meetings, sanction of the Scheme by the
Jersey Court and the satisfaction or waiver of the other Conditions (including
the satisfaction of certain regulatory conditions) set out in further detail
in the Scheme Document, the Scheme is expected to become effective during Q4
2024.

Centamin Shareholders are asked to submit proxy appointments and instructions
for the Court Meeting and the Centamin General Meeting as soon as possible,
using any of the methods described in the Scheme Document (by post, online or
electronically through CREST). Centamin Shareholders are also strongly
encouraged to appoint the Chair of the relevant meeting as their proxy.

It is important that, for the Court Meeting in particular, as many votes as
possible are cast so that the Jersey Court may be satisfied that there is a
fair representation of Scheme Shareholders' opinion. Therefore, Scheme
Shareholders are strongly urged to submit their proxy appointments (by post,
online or electronically through CREST) as soon as possible (or, if you are a
beneficial shareholder on the Canadian Register, return your voting
instructions as specified in the materials received from your intermediary as
soon as possible, as it is likely that you will have an earlier deadline for
returning your voting instructions to allow enough time for your intermediary
to receive and submit your vote).

Recommendation

The Centamin Directors, who have been so advised by BofA Securities and BMO as
to the financial terms of the Transaction, consider the terms of the
Transaction to be fair and reasonable. BofA Securities and BMO are providing
independent financial advice to the Centamin Directors for the purposes of
Rule 3 of the Code. In providing its advice each of BofA Securities and BMO
has taken into account the commercial assessments of the Centamin Directors.

Accordingly, the Centamin Directors unanimously recommend that Centamin
Shareholders vote in favour of the Scheme at the Court Meeting and the
Centamin Resolution to be proposed at the Centamin General Meeting (or in the
event that the Transaction is implemented by way of a Takeover Offer, to
accept or procure acceptance of such Takeover Offer), as the Centamin
Directors who are interested in Centamin Shares have irrevocably undertaken to
do in respect of their own beneficial holdings of, in aggregate, 2,184,515
Centamin Shares, representing, in aggregate, approximately  0.188 per cent.
of Centamin's issued share capital as at the close of business on the Latest
Practicable Date.

Timetable

The Scheme Document contains an expected timetable of principal events
relating to the Scheme, which is also set out in the Appendix to this
announcement. The Scheme remains conditional on the approval by the requisite
majority of eligible Scheme Shareholders at the Court Meeting, the requisite
majority of Centamin Shareholders at the Centamin General Meeting and the
satisfaction or waiver of the other Conditions set out in the Scheme Document,
including the sanction of the Scheme by the Jersey Court. It is expected that
the Scheme will become effective during Q4 2024 and, in any event, prior to
the Long Stop Date

Information for Centamin Shareholders

In accordance with Rule 26.1 of the Takeover Code, a copy of this announcement
and the documents required to be published under Rule 26 of the Takeover Code,
will be made available free of charge, subject to certain restrictions
relating to persons resident in Restricted Jurisdictions, on AngloGold
Ashanti's website at www.anglogoldashanti.com
(http://www.anglogoldashanti.com) and Centamin's website at www.centamin.com
(http://www.centamin.com) by no later than 12 noon (London time) on the first
Business Day following the date of this announcement. This Announcement will
also be filed and available under Centamin's profile on SEDAR+ at
www.sedarplus.com. For the avoidance of doubt, neither the contents of these
websites nor the contents of any websites accessible from any hyperlinks are
incorporated into or form part of this announcement.

A copy of the Scheme Document will also be submitted to the National Storage
Mechanism, where it will be available for inspection at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism) .

Shareholder helpline

If you have any questions about this announcement, the Scheme Document, the
Court Meeting or the Centamin General Meeting or are in doubt as to how to
complete the Forms of Proxy or to appoint a proxy electronically, please call
Computershare (in Jersey) between 8.30 a.m. and 5.30 p.m. (London time) on
Monday to Friday (except public holidays in Jersey) on 0370 707 4040 (from
within the UK) or +44 370 707 4040 (from outside the UK).

For those holding interests in Centamin Shares on the Canadian Register
(including those held within CDS), please call Computershare (in Canada)
between 8.30 a.m. and 5.30 p.m. (Eastern Time) on Monday to Friday (except
public holidays in Canada) on 800 564 6253 (from within North America) or +1
(514) 982 7555 (from outside of North America).

Please note that calls may be monitored or recorded, and Computershare cannot
provide legal, tax or financial advice or advice on the merits of the
Transaction or Scheme.

Enquiries:

 Centamin
 Michael Stoner, Head of Corporate                                                                     investor@centaminplc.com (mailto:investor@centaminplc.com)

 FTI Consulting (public relations advisor to Centamin)                                                 +44 20 3727 1000
                                                                                                       centamin@fticonsulting.com (mailto:centamin@fticonsulting.com)
 Ben Brewerton
 Sara Powell
 Nick Hennis

 Bofa Securities (Financial Adviser to                                                                 +44 (0)20 7628 1000
 Centamin)

 Ben Davies-Brooks
 Geoff Iles
 George Close
 Abhi Khabra
 Sid Rishi

 BMO Capital Markets (Joint Financial Adviser to Centamin)                                             +44 (0)20 7236 1010
 Gary Mattan
 Tom Rider
 Pascal Lussier-Duquette
 Nick Macann

 AngloGold Ashanti
 Media enquiries:                                                                                      media@anglogoldashanti.com (mailto:media@anglogoldashanti.com)
 Andrea Maxey                                                                                          +61 08 9435 4603 / +61 400 072 199
 Stewart Bailey                                                                                        ++27 81 032 2563
 Investor enquiries:                                                                                   yrchowthee@anglogoldashanti.com (mailto:yrchowthee@anglogoldashanti.com)
                                                                                                       amaxey@anglogoldashanti.com (mailto:amaxey@anglogoldashanti.com)
 Yatish Chowthee                                                                                       +27 11 637 6273 / +27 78 364 2080
 Andrea Maxey                                                                                          +61 08 9435 4603 / +61 400 072 199
 Stewart Bailey                                                                                        +27 81 032 2563

 FGS Global (public relations adviser to AngloGold Ashanti)                                            +44 20 7251 3801
 Faeth Birch,
 James Murgatroyd
 Sarah Roberts

 Gordon Dyal & Co (lead financial adviser to AngloGold Ashanti)                                        +1 212 321 4010
 Gordon Dyal
 Stefan Grimbacher
 Matt Strain

 Goldman Sachs International Limited (financial adviser to AngloGold Ashanti)                          +44 (0) 20 7774 1000

 Nimesh Khiroya
 David Hammond
 Charles Tongue
 Warren Stables

 

Further information

Norton Rose Fulbright LLP is acting as legal adviser to Centamin in connection
with the Transaction. Slaughter and May is acting as legal adviser to
AngloGold Ashanti in connection with the Transaction.

This announcement is for information purposes only and is not intended to and
does not constitute, or form part of, any offer or invitation, or the
solicitation of any offer or invitation, to purchase, otherwise acquire,
subscribe for, sell or otherwise dispose of any securities, or the
solicitation of any vote or approval in any jurisdiction pursuant to the
Transaction or otherwise, nor shall there be any sale, issuance or transfer of
securities of AngloGold Ashanti or Centamin in any jurisdiction pursuant to
the Transaction in contravention of applicable laws.

The Transaction will be made and implemented solely pursuant to the terms of
the Scheme Document (or if the Transaction is implemented by way of a Takeover
Offer, the Offer Document), which will contain the full terms and conditions
of the Transaction, including details of how to vote in respect of the
Transaction.

Centamin and AngloGold Ashanti urge Centamin Shareholders to read the Scheme
Document because it contains important information relating to the
Transaction. Any vote in respect of resolutions to be proposed at the Centamin
Meetings to approve the Transaction, the Scheme or related matters, should be
made only on the basis of the information contained in the Scheme Document.

This Announcement does not constitute a prospectus, prospectus equivalent
document or an exempted document.

The statements contained in this announcement are made as at the date of this
announcement, unless some other time is specified in relation to them, and
publication of this announcement shall not give rise to any implication that
there has been no change in the facts set forth in this announcement since
such date.

This announcement does not constitute or form part of, and should not be
construed as, any public offer under any applicable legislation or an offer to
sell or solicitation of any offer to buy any securities or financial
instruments or any advice or recommendation with respect to such securities or
other financial instruments. The Transaction may have tax consequences for
Centamin Shareholders. Centamin Shareholders are urged to consult with their
own legal, tax and financial advisers in connection with making a decision
regarding this Transaction.

Disclaimers

BofA Securities, a subsidiary of Bank of America Corporation, which is
authorised by the Prudential Regulation Authority and regulated by the
Financial Conduct Authority and the Prudential Regulation Authority in the
United Kingdom, is acting exclusively for Centamin and for no one else in
connection with the matters set out in this announcement and will not be
responsible to anyone other than Centamin for providing the protections
afforded to its clients or for providing advice in relation to the subject
matter of this announcement or any other matters referred to in this
announcement. Neither BofA Securities nor any of its affiliates owes or
accepts any duty, liability or responsibility whatsoever (whether direct or
indirect, whether in contract, in tort, under statute or otherwise) to any
person who is not a client of BofA Securities in connection with this
announcement, any statement contained herein or otherwise.

BMO, which is authorised and regulated by the FCA in the United Kingdom, is
acting exclusively for Centamin and no one else in connection with the matters
set out in this announcement and will not regard any other person as its
client in relation to the matters in this announcement and will not be
responsible to anyone other than Centamin for providing the protections
afforded to clients of BMO nor for providing advice in relation to any matter
referred to in this announcement. Neither BMO nor any of its affiliates owes
or accepts any duty, liability or responsibility whatsoever (whether direct or
indirect, whether in contract, in tort, under statute or otherwise) to any
person who is not a client of BMO in connection with this announcement, any
statement contained herein or otherwise.

Gordon Dyal & Co, which is registered in the United States with FINRA and
regulated by the SEC, is acting exclusively for AngloGold Ashanti and no one
else in connection with the Transaction and will not be responsible to anyone
other than AngloGold Ashanti in respect of protections that may be afforded to
clients of Gordon Dyal & Co or for providing advice in relation to the
Transaction or any other matters referred to herein. Neither Gordon Dyal &
Co nor any of its affiliates owes or accepts any duty, liability or
responsibility whatsoever (whether direct or indirect, whether in contract, in
tort, under statute or otherwise) to any person who is not a client of Gordon
Dyal & Co in connection with this announcement, any statement contained
herein or otherwise.

Goldman Sachs International, which is authorised by the PRA and regulated by
the FCA and the PRA in the United Kingdom, is acting exclusively for AngloGold
Ashanti and no one else in connection with the matters set out in this
announcement and will not be responsible to anyone other than AngloGold
Ashanti for providing the protections afforded to clients of Goldman Sachs
International or for providing advice in relation to the matters referred to
in this announcement. Neither Goldman Sachs International nor any of its
affiliates owes or accepts any duty, liability or responsibility whatsoever
(whether direct or indirect, whether in contract, in tort, under statute or
otherwise) to any person who is not a client of Goldman Sachs International in
connection with this announcement, any statement contained herein or
otherwise.

Overseas jurisdictions

The availability of the Transaction and/or the New AngloGold Ashanti Shares,
and the release, publication or distribution of this announcement in, into or
from jurisdictions other than the United Kingdom, the United States, Canada or
Jersey may be restricted by law and therefore any persons who are subject to
the laws of any jurisdiction other than the United Kingdom, the United States,
Canada or Jersey should inform themselves about, and observe any applicable
legal or regulatory requirements.

In particular, the ability of persons who are not citizens of or resident in
the United Kingdom, the United States, Canada or Jersey, or who are subject to
the laws of another jurisdiction, to vote their Centamin Shares with respect
to the Scheme at the Court Meeting, or to execute and deliver Forms of Proxy
appointing another to vote at the Court Meeting on their behalf, may be
affected by the laws of the relevant jurisdictions in which they are located
or of which they are citizens.

Persons who are not resident in the United Kingdom, the United States, Canada
or Jersey should inform themselves of, and observe any applicable legal or
regulatory requirements of their jurisdictions. Any failure to comply with the
applicable restrictions may constitute a violation of the securities laws of
any such jurisdiction. To the fullest extent permitted by applicable law, the
companies and persons involved in the Transaction disclaim any responsibility
or liability for the violation of such restrictions by any person.

Unless otherwise determined by AngloGold Ashanti or required by the Takeover
Code, and permitted by applicable law and regulation, the Transaction will not
be made available, in whole or in part, directly or indirectly, in, into or
from a Restricted Jurisdiction where to do so would constitute a violation of
the relevant laws or regulations of such jurisdiction and no person may vote
in favour of the Transaction by any such use, means, instrumentality or from
within a Restricted Jurisdiction or any other jurisdiction if to do so would
constitute a violation of the laws of that jurisdiction.

Copies of this announcement and any formal documentation relating to the
Transaction are not being, and must not be, directly or indirectly, mailed,
transmitted or otherwise forwarded, distributed or sent in, into or from any
Restricted Jurisdiction where to do so would violate the laws in that
jurisdiction, and persons receiving such documents (including, without
limitation, agents, custodians, nominees and trustees) must not mail or
otherwise forward, distribute or send them in, into or from any Restricted
Jurisdiction where to do so would violate the laws in that jurisdiction. Doing
so may render invalid any related purported vote in respect of the
Transaction. If the Transaction is implemented by way of a Takeover Offer
(unless otherwise permitted by applicable law and regulation), the Takeover
Offer may not be made, in whole or in part, directly or indirectly, in or
into, or by the use of mails or any means or instrumentality (including, but
not limited to, facsimile, e-mail or other electronic transmission, telex or
telephone) of interstate or foreign commerce of, or of any facility of a
national, state or other securities exchange of any Restricted Jurisdiction
and the Takeover Offer may not be capable of acceptance by any such use,
means, instrumentality or facilities.

Further details in relation to Overseas Shareholders will be contained in the
Scheme Document and Centamin Shareholders are advised to read carefully the
Scheme Document and related Forms of Proxy once these have been mailed.

The Transaction will be subject to Jersey law and the jurisdiction of the
Court, and the applicable requirements of the Takeover Code, the Panel, the
London Stock Exchange, the FCA, the SEC, the Toronto Stock Exchange, the New
York Stock Exchange, the Johannesburg Stock Exchange, the A2X, the Ghana Stock
Exchange and applicable securities laws.

Notice to Centamin Canadian Shareholders

The enforcement by Centamin Canadian Shareholders of civil liabilities under
applicable Canadian securities laws may be affected adversely by the fact that
AngloGold Ashanti and Centamin are incorporated or organised under the laws of
a jurisdiction other than Canada, that some or all of AngloGold Ashanti's and
Centamin's officers and directors are and will be residents of countries other
than Canada, that some or all of the experts named in this announcement may be
residents of countries other than Canada, and that all or a substantial
portion of the assets of AngloGold Ashanti, Centamin and such persons are and
will be located outside Canada. As a result, it may be difficult or impossible
for Centamin Canadian Shareholders to effect service of process within Canada
upon AngloGold Ashanti, Centamin, their respective officers or directors or
the experts named herein, or to realise against them, upon judgments of courts
of Canada predicated upon liabilities under applicable Canadian securities
laws. In addition, Centamin Canadian Shareholders should not assume that the
courts of England and Wales or Jersey: (a) would enforce judgments of courts
of Canada obtained in actions against such persons predicated upon civil
liabilities under applicable Canadian securities laws; or (b) would enforce,
in original actions, liabilities against such persons predicated upon civil
liabilities under applicable Canadian securities laws.

The distribution of the New AngloGold Ashanti Shares pursuant to the
Transaction will constitute a distribution of securities that is exempt from
the prospectus requirements of applicable Canadian securities laws and is
exempt from or otherwise is not subject to the registration requirements under
applicable Canadian securities law. The New AngloGold Ashanti Shares received
pursuant to the Transaction will not be legended and may be resold through
registered dealers in all of the provinces and territories of Canada provided
that (i) the trade is not a "control distribution" as defined under applicable
Canadian securities laws, (ii) no unusual effort is made to prepare the market
or to create a demand for AngloGold Ashanti Shares, (iii) no extraordinary
commission or consideration is paid to a person in respect of such sale, and
(iv) if the selling security holder is an insider (as defined under applicable
Canadian securities laws) or officer of AngloGold Ashanti, as the case may be,
the selling security holder has no reasonable grounds to believe that
AngloGold Ashanti is in default of applicable Canadian securities laws.

Centamin Canadian Shareholders should be aware that the Transaction may have
tax consequences in Canada and should consult their own tax advisers to
determine the particular tax consequences to them of the Transaction in light
of their particular circumstances, as well as any tax consequences that may
arise under the laws of any other relevant foreign, state, local or other
taxing jurisdiction.

Notice to Centamin US Shareholders

The Transaction relates to the shares of a Jersey company and is being made by
means of a scheme of arrangement provided for under the Jersey Companies Law.
The New AngloGold Ashanti Shares to be issued pursuant to the Transaction have
not been registered under the US Securities Act, and may not be offered or
sold in the United States absent registration or an applicable exemption from
the registration requirements of the US Securities Act. The New AngloGold
Ashanti Shares to be issued pursuant to this Transaction by means of a
scheme of arrangement will be issued in reliance upon the exemption from the
registration requirements of the US Securities Act, pursuant to the exemption
from registration set forth in Section 3(a)(10) thereof, and also will not be
subject to the tender offer rules under the US Exchange Act. Accordingly, the
Scheme will be subject to the disclosure requirements and practices applicable
to schemes of arrangement involving a target company incorporated in Jersey
and listed on the London Stock Exchange and the Toronto Stock Exchange, which
differ from the disclosure requirements of the US tender offer rules. If, in
the future, AngloGold Ashanti exercises its right to implement the Transaction
by way of a Takeover Offer, such Takeover Offer will be made in compliance
with the applicable US laws and regulations, including the registration
requirements of the US Securities Act, and the tender offer rules under the US
Exchange Act and any applicable exemptions provided thereunder.

Investors are urged to read any documents related to the Transaction filed,
furnished or to be filed or furnished with the SEC, because they will contain
important information regarding the Transaction and any related offer of
securities. Such documents will be available free of charge at the SEC's
website at www.sec.gov or by directing a request to AngloGold Ashanti's
contact for enquiries identified above. Nothing in this announcement shall be
deemed an acknowledgement that any SEC filing is required or that an offer
requiring registration under the US Securities Act may ever occur in
connection with the Transaction.

Neither the SEC nor any US state securities commission has approved or
disapproved of the New AngloGold Ashanti Shares to be issued in connection
with the Transaction, or determined if this announcement is truthful or
complete. Any representation to the contrary is a criminal offence in the
United States.

It may be difficult for Centamin US Shareholders to enforce their rights and
any claims arising out of the US federal securities laws in connection with
the Transaction, since AngloGold Ashanti and Centamin are incorporated under
the laws of a non-US jurisdiction, some or all of their respective directors
and officers may be residents of a non-US jurisdiction, and a substantial
portion of AngloGold Ashanti's and Centamin's assets and these non-resident
persons will be located outside of the United States. Centamin US Shareholders
may not be able to sue a non-US company or its directors and officers in a
non-US court for violations of the US federal securities laws. Further, it may
be difficult to compel a non-US company and its affiliates to subject
themselves to the jurisdiction or judgment of a US court.

Except in relation to Non-GAAP financial measures, any financial statements or
other financial information included in this announcement has been or will
have been prepared in accordance with (i) with respect to Centamin, accounting
standards applicable in the United Kingdom and Jersey, and (ii) with respect
to AngloGold Ashanti, IFRS Accounting Standards as issued by the IASB, that in
each case may not be comparable to financial information of US companies or
companies whose financial statements are prepared in accordance with US GAAP.
US GAAP differs in certain significant respects from accounting standards
applicable in the United Kingdom and Jersey as well as IFRS Accounting
Standards as issued by the IASB. None of the financial statements or other
financial information relating to Centamin in this announcement has been
audited in accordance with auditing standards generally accepted in the United
States or the auditing standards of the Public Company Accounting Oversight
Board (United States).

In accordance with normal UK practice, AngloGold Ashanti, its nominees, or
their brokers (acting as agents), may from time to time make certain purchases
of, or arrangements to purchase, Centamin Shares outside of the United States,
other than pursuant to the Transaction, until the date on which the
Transaction becomes effective, lapses or is otherwise withdrawn. Also, in
accordance with Rule 14e-5(b) of the US Exchange Act, each of Goldman Sachs
International, BofA Securities and BMO will continue to act as an exempt
principal trader in Centamin Shares and AngloGold Ashanti Shares outside of
the United States. These purchases may occur either in the open market at
prevailing prices or in private transactions at negotiated prices and comply
with applicable law, including the US Exchange Act. Any information about such
purchases will be disclosed as required in the United Kingdom and Canada, will
be reported to the Regulatory News Service of the London Stock Exchange and
will be available on the London Stock Exchange website at
www.londonstockexchange.com.

Centamin US Shareholders also should be aware that the Transaction may have
tax consequences in the United States and, that such consequences, if any, are
not described herein. Centamin US Shareholders are urged to consult with their
own legal, tax and financial advisers in connection with making a decision
regarding this Transaction.

Cautionary Note Regarding Forward-Looking Statements

This Announcement (including information incorporated by reference into this
announcement), oral statements made regarding the Transaction, and other
information published or to be published by AngloGold Ashanti and/or Centamin,
contain statements which are, or may be deemed to be, "forward-looking
statements". Forward-looking statements are prospective in nature and are not
based on historical facts, but rather on current expectations and projections
of the management of AngloGold Ashanti and Centamin (as applicable) about
future events, and are therefore subject to risks and uncertainties which
could cause actual results to differ materially from the future results
expressed or implied by the forward-looking statements.

The forward-looking statements contained in this announcement include
statements with respect to the financial condition, results of operations and
business of Centamin and certain plans and objectives of AngloGold Ashanti
with respect thereto and other statements other than historical facts. Often,
but not always, forward-looking statements can be identified by the fact that
they do not relate only to historical or current facts and may use
forward-looking words, phrases and expressions such as "anticipate", "target",
"expect", "believe", "intend", "foresee", "predict", "project", "estimate",
"forecast", "intend", "plan", "budget", "scheduled", "goal", "believe",
"hope", "aims", "continue", "likely", "will", "may", "might", "should",
"would", "could", "seek", "plan", "scheduled", "possible", "continue",
"potential", "outlook", "target" or other similar words, phrases, and
expressions; provided that the absence thereof does not mean that a statement
is not forward-looking. Similarly, statements that describe objectives, plans
or goals are or may be forward-looking statements. These statements are based
on assumptions and assessments made by Centamin and/or AngloGold Ashanti in
light of their experience and their perception of historical trends, current
conditions, future developments and other factors they believe appropriate. By
their nature, forward-looking statements involve known and unknown risk and
uncertainty and other factors which may cause actual results, performance,
actions, achievements or developments to differ materially from those
expressed in or implied by such, because they relate to events and depend on
circumstances that will occur in the future. Although AngloGold Ashanti and/or
Centamin 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 and you are therefore cautioned not to place
undue reliance on these forward-looking statements which speak only as at the
date of this announcement.

There are a number of factors which could cause actual results, performance,
actions, achievements or developments to differ materially from those
expressed or implied in forward-looking statements. Such factors include, but
are not limited to: the ability to proceed with or complete the Transaction;
the ability to obtain requisite regulatory and shareholder approvals and the
satisfaction of other Conditions on the proposed terms; changes in the global,
political, economic, social, business and competitive environments and in
market and regulatory forces; changes in future inflation, deflation, exchange
and interest rates; changes in tax and national insurance rates; future
business combinations, capital expenditures, acquisitions or dispositions;
changes in general and economic business conditions; changes in the behaviour
of other market participants; the anticipated benefits of the Transaction not
being realised as a result of changes in general economic and market
conditions in the countries in which AngloGold Ashanti and Centamin operate;
changes in or enforcement of national and local government legislation,
taxation, controls or regulations and/or changes in the administration of
laws, policies and practices, expropriation or nationalisation of property and
political or economic developments in Argentina, Australia, Brazil, Colombia,
Côte d'Ivoire, Democratic Republic of the Congo, Egypt, Ghana, Guinea,
Guyana, Tanzania, the United States and other jurisdictions in which the
AngloGold Ashanti Group and Centamin Group carry on business or may carry on
business in the future; fluctuations in the spot and forward price of gold,
copper, silver and other metals or certain other commodities (such as diesel
fuel, natural gas and electricity); the results of exploration activities and
feasibility studies; the speculative nature of mineral exploitation and
development; risks that exploration data may be incomplete and considerable
additional work may be required to complete future evaluation, including but
not limited to drilling, engineering and socioeconomic studies and investment;
future prices of gold and other metals; possible variations of ore grade or
recovery rates; accidents, labour disputes and other risks of the mining
industry; discovery of archaeological ruins; risk of loss due to acts of war,
terrorism, sabotage and civil disturbances operating or technical difficulties
in connection with mining or development activities, including geotechnical
challenges and disruptions in the maintenance or provision of required
infrastructure and information technology systems; outcome of pending or
future litigation proceedings; the failure to maintain effective internal
control over financial reporting or effective disclosure controls and
procedures, the inability to remediate one or more material weaknesses, or the
discovery of additional material weaknesses, in the  internal control over
financial reporting; other business and operational risks and challenges;
failure to comply with environmental and health and safety laws and
regulations; timing of receipt of, or failure to comply with, necessary
notices, concessions, permits and approvals; weak, volatile or illiquid
capital and/or credit markets; changes in the degree of competition in the
geographic and business areas in which AngloGold Ashanti and Centamin operate;
any public health crises, pandemics or epidemics (including but not limited to
the COVID-19 pandemic) and repercussions thereof; changes to the Boards of
AngloGold Ashanti and/or Centamin and/ or the composition of their respective
workforces; safety and technology risks; exposures to terrorist activity, IT
system failures, cyber-crime, fraud and pension scheme liabilities; risks
relating to environmental matters such as climate change including AngloGold
Ashanti and/or Centamin's ability along with the government and other
stakeholders to measure, manage and mitigate the impacts of climate change
effectively; changes to law and/or the policies and practices of regulatory
and governmental bodies; Russia's invasion of Ukraine, conflicts in the Middle
East, and any cost of living crisis or recession. Other unknown or
unpredictable factors could cause actual results, performance, actions,
achievements or developments to differ materially from those expected,
estimated or projected in the forward-looking statements. If any one or more
of these risks or uncertainties materialises or if any one or more of the
assumptions proves incorrect, actual results, performance, actions,
achievements or developments may differ materially from those expected,
estimated or projected. Such forward-looking statements should therefore be
construed in the light of such factors.

Neither AngloGold Ashanti nor Centamin, nor any of their respective
associates, directors, officers or advisers, provides any representation,
assurance or guarantee that the occurrence of the events expressed or implied
in any forward-looking statements in this announcement will actually occur.
Given the risks and uncertainties, you are cautioned not to place undue
reliance on these forward-looking statements. Specific reference is made to
the risk factors included in AngloGold Ashanti's annual report on Form 20-F
for the year ended 31 December 2023 filed with the SEC for a more detailed
discussion of some of the factors which may affect AngloGold Ashanti's ability
to achieve the expectations set forth in the forward-looking statements
contained in this announcement.

Neither AngloGold Ashanti nor Centamin assumes any obligation to update or
correct the information contained in this announcement (whether as a result of
new information, future events or otherwise), except as required by applicable
law. All subsequent written or oral forward-looking statements attributable to
AngloGold Ashanti or Centamin or any person acting on their behalf are
qualified by the cautionary statements herein

No profit forecasts, profit estimates or quantified financial benefits
statements

No statement in this announcement is intended as a profit forecast, profit
estimate or quantified financial benefits statement for any period and no
statement in this document should be interpreted to mean that earnings or
earnings per share for Centamin or AngloGold Ashanti, as appropriate, for the
current or future financial years would necessarily match or exceed the
historical published earnings or earnings per share for Centamin or AngloGold
Ashanti.

 

APPENDIX 1

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

The following dates and times associated with the Scheme are indicative only
and are based on Centamin's and AngloGold Ashanti's current expectations. The
indicative dates and times for the implementation of the Scheme are subject to
change. If any of the dates and/or times in this expected timetable change,
Centamin will give adequate notice of the revised dates and/or times to
Centamin Shareholders by issuing an announcement through the Regulatory
Information Service of the London Stock Exchange, with such announcement being
made available on Centamin's website at www.centamin.com
(http://www.centamin.com) .

 Event                                                                                  Expected time/date((1))
 Publication of this document......................................                     30 September 2024
 Latest time for lodging Forms of Proxy for the Court Meeting (blue                     10.00 a.m. (London time)
 form)..........................................

                                                                                        on 24 October 2024((2))
 Latest time for lodging Forms of Proxy for the Centamin General Meeting (white         10.15 a.m. (London time)
 form)..................

                                                                                        on 24 October 2024((2))
 Scheme Voting Record Time for the Court Meeting and the Centamin General               10.00 p.m. (London time)
 Meeting

                                                                                        on 24 October 2024((3))
 Court Meeting................................................................          10.00 a.m. (London time) on 28 October 2024
 Centamin General Meeting.........................................                      10.15 a.m. (London time) on 28 October 2024((4))
 The following dates and times associated with the Scheme as set out in this
 expected timetable of principal events, and elsewhere in this document, are
 indicative only and subject to change (including as may be agreed by Centamin
 and AngloGold Ashanti from time to time) and will depend, among other things,
 on the date upon which: (i) the Conditions are satisfied or (where applicable)
 waived, (ii) the Jersey Court sanctions the Scheme, and (iii) the Court Order
 sanctioning the Scheme is delivered to the Registrar of Companies. Centamin
 will give adequate notice of any changes to these dates and times, when known,
 by issuing an announcement through a Regulatory Information Service, with such
 announcement being made available on Centamin's website at www.centamin.com.
 Scheme Court Hearing.................................................                  a date expected to be in Q4 2024 (provisionally set as 20 November 2024)
                                                                                        subject to the satisfaction (or, if applicable, waiver) of the relevant
                                                                                        Conditions and, in any event, prior to the Long Stop Date ("D") ((5))
 Last day of dealings in Centamin Shares on the Toronto Stock                           D
 Exchange...............................................
 Last day of dealings in, and for registration of transfers of, and disablement         D+1 Business Day
 in CREST of Centamin
 Shares..............................................................................
 Halt in trading on the Toronto Stock Exchange of Centamin                              by 9:30 a.m. (Toronto time) on D+1 Business Day
 Shares............................................................

 Scheme Record Time....................................................                 10.00 p.m. (London time) on D+1 Business Day
 Effective                                                                              D+2 Business Days((6))
 Date.................................................................
 Suspension of dealings in Centamin Shares on the London Stock                          by 7.30 a.m. (London time) on D+2 Business Days
 Exchange...............................................
 Cancellation of listing of Centamin Shares on the main market of the London            by 8.00 a.m. (London time) on D+3 Business Days
 Stock Exchange............
 Issue of New AngloGold Ashanti Shares....................                              at or shortly after 9.00 a.m. (New York Time) on D+3 Business Days
 Listing of New AngloGold Ashanti Shares on the New York Stock Exchange, the            at or shortly after 9.30 a.m. (New York Time) on D+3 Business Days
 Johannesburg Stock Exchange, the A2X and the Ghana Stock Exchange.
 Delisting of Centamin Shares from the Toronto Stock Exchange                           by 4:30 p.m. (Toronto time) on D+3 Business Days
 .............................................................

 New AngloGold Ashanti Shares credited as book-entry interests through DTC to           Within 14 days of the Effective Date
 the account of the Exchange Agent (to be held on behalf of Scheme Shareholders
 holding Scheme Shares in certificated form or registered form on the Jersey
 Register and Canadian Register) ................................

 AngloGold Ashanti DIs credited to CREST accounts (in respect of Scheme Shares          Within 14 days of the Effective Date
 held in uncertificated form, being through CREST, on the Jersey Register only)
 ....................................................

 New AngloGold Ashanti Shares credited as book entry interests through the CDS          Within 14 days of the Effective Date
 clearing and settlement system to CDS participant accounts (in respect of
 Scheme Shares held in uncertificated form, being through CDS, on the Canadian
 Register only)
 ................................................................................

 Expected date for crediting to mandated bank accounts or cheques issued in             Within 14 days of the Effective Date
 respect of cash consideration (including any cash due in relation to the sale
 of fractional entitlements).......................
 Long Stop Date...............................................................          28 February 2025((7))

 

(1)             References to times are to London, United Kingdom
time unless otherwise stated. Participants in the Centamin Share Incentive
Plan will be contacted separately to inform them of the effect of the Scheme
on their rights under the Centamin Share Incentive Plan, including details of
any dates and times relevant to them.

(2)             It is requested that blue Forms of Proxy for the
Court Meeting be lodged not later than 10.00 a.m. (London time) on 24 October
2024 or, if the Court Meeting is adjourned for less than 28 days but more than
48 hours, not later than 24 hours before the time fixed for the Court
Meeting.  Blue Forms of Proxy not so lodged may be handed to Computershare on
behalf of the Chair of the Court Meeting, or to the Chair of the Court
Meeting, before the start of the Court Meeting.

It is requested that white Forms of Proxy for the Centamin General Meeting be
lodged not later than 10.15 a.m. (London time) on 24 October 2024 or, if the
Centamin General Meeting is adjourned for less than 28 days but more than 48
hours, not later than 24 hours before the time fixed for the Centamin General
Meeting. If white Forms of Proxy for the Centamin General Meeting are not
returned by such time, they will be invalid unless the Centamin General
Meeting is adjourned for not more than 48 hours, in which case white Forms of
Proxy may be handed to a representative of Computershare, on behalf of the
Chair of the Centamin General Meeting, or to the Chair of the Centamin General
Meeting, before the start of the Meeting.

(3)             If either of the Court Meeting or the Centamin
General Meeting is adjourned, the Scheme Voting Record Time for the relevant
adjourned meeting will be 10.00 p.m. (London time) on the day which is two
calendar days prior to the date of the adjourned meeting.

(4)             Or as soon thereafter as the Court Meeting shall
have concluded or been adjourned.

(5)             The Scheme Court Hearing has been provisionally
booked for 20 November 2024 at the Royal Court of Jersey, Royal Court House,
Royal Square, St. Helier, Jersey JE1 1JG but that date remains subject to
change depending on a number of factors including, but not limited to, the
satisfaction or (where applicable) waiver of the Conditions. If that date
changes, Centamin will, as soon as practicable, confirm the revised date of
the Scheme Court Hearing by issuing an announcement through a Regulatory
Information Service (which announcement will also be made available on
Centamin's website pursuant to Rule 26 of the Code).

(6)             The Scheme shall become Effective as soon as a
copy of the Court Order has been delivered to the Registrar of Companies. This
is expected to occur following the suspension of trading in Centamin Shares
and the Scheme Record Time. The events which are stated as occurring on
subsequent dates are conditional on the Effective Date and operate by
reference to this date.

(7)             This is the latest date by which the Scheme may
become Effective unless Centamin and AngloGold Ashanti agree, and the Panel
and, if required, the Jersey Court, permits, a later date.

 

 

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