On 12 February 2020, the Harmony board of directors ('the Board') announced that it had entered into a definitive agreement with AngloGold Ashanti to acquire AngloGold Ashanti's South African business ('the Acquisition').
US$200 million is payable on the date of fulfilment of the last of the conditions precedent which is expected to be in the coming months. The Board is taking proactive steps by seeking authority to issue ordinary shares for cash (pursuant to a general authority to issue ordinary shares for cash and/or by way of a vendor consideration placing), for a maximum aggregate subscription consideration of up to US$200 million.
The subscription proceeds (the 'Potential Equity Capital Raising') will be used by the Company to fund a part of the acquisition consideration payable for the Acquisition, and as a result of doing so the Company will stand to significantly benefit from balance sheet flexibility and optionality given the current uncertainty caused by the COVID-19 pandemic. The Board is committed to complete the Acquisition, which represents a compelling opportunity to further enhance Harmony's position as a robust cash-generative gold mining company, with a proven track-record of running assets effectively and efficiently.
On the 20th April 2020, the Company announced that operations at its underground mines will resume and will be conducted at a reduced capacity of not more than 50% and thereafter at increasing capacity as determined by the Minister of Mineral Resources and Energy. In addition to the announced balance sheet protection measures, as well as the improved Rand/gold market conditions, the Company believes an equity raise is a prudent measure to maintain balance sheet flexibility. The proposed shareholder authority to approve the Potential Equity Capital Raising will be in place until the Company's next annual general meeting or 15 months, whichever is shorter.
The Board wishes to implement the Potential Equity Capital Raising of up to US$200 million to fund a part of the acquisition consideration payable for the Acquisition through: a general authority to issue ordinary shares for cash, subject to the restrictions set out in the JSE Listings Requirements including that only public shareholders (as defined therein) may participate; a vendor consideration placement as set out in the JSE Listings Requirements, and which would enable non-public shareholders (with persons related and inter-related to Harmony, its Directors, prescribed officers and future Directors and prescribed officers participating subject to the special resolution in terms of section 41(1) being passed) to participate; or a combination of the above.
The Board believes that having the ability to implement the Potential Equity Capital Raising through one or more of the above approvals would grant it the greatest flexibility in the circumstances, namely (i) the applicable discount for the ordinary shares that may be offered (as regulated in the JSE Listings Requirements) and (ii) increasing the number of interested persons who would be entitled to subscribe for such ordinary shares (by being able to include non-public shareholders and persons related and inter-related to Harmony, its Directors, prescribed officers and future Directors and prescribed officers under the vendor consideration placement). Having this flexibility would ensure that the Potential Equity Capital Raising has the greatest chance of success.
Notice of EGM
Notice is hereby given of the EGM, which will be held entirely by electronic communication, on Thursday, 11 June 2020 at 11:00 (SAST) in order for Shareholders to consider and, if deemed fit, pass, with or without modification, the resolutions set forth in the Notice of EGM (which forms part of, the Circular posted today). The notice of EGM is available on the Company website.
Contact:
Max Manoeli
Tel: +27 (0) 82 759 1775
J.P. Morgan Equities South Africa Propriety Limited
Harmony Gold Mining Company Limited (Harmony), a world-class gold mining and exploration company, has operations and assets in South Africa and Papua New Guinea (PNG). Harmony has close to 70 years' experience in the industry. Company assets include one open pit mine and several exploration tenements in PNG, as well as 9 underground mines and 1 open pit operation and several surface sources in South Africa. In addition, Harmony owns 50% of the significant Wafi-Golpu copper-gold project - a tier 1 asset - in a joint venture in PNG.
The company's primary stock exchange listing is on the JSE with a secondary listing on the New York Stock Exchange. The bulk of our shareholders are in South Africa and the United States.
ANGLOGOLD ASHANTI LIMITED 
