| Nature of business
AngloGold Limited is a major global gold company with mining,
processing and marketing operations in Africa, North and South America
and Australia and gold exploration interests worldwide.
Events subsequent to the balance sheet
On 5 September 2001 it was announced that the company intended to
acquire up to 100% of the issued share capital of Normandy Mining
Limited (Normandy), Australia's largest listed gold mining company, by
way of an offer of 2.15 AngloGold shares for every 100 Normandy shares.
Members of the company duly approved the proposed acquisition, as fully
detailed in a circular sent to them by the company on 26 October 2001,
at a general meeting held on 19 November 2001. The company formally
extended the closing date of its original offer to Normandy shareholders
from 9 November until 14 December 2001.
In answer to a competing offer for Normandy by Newmont Mining
Corporation (Newmont), the company announced a revised offer for
Normandy on 29 November 2001 of 2.15 AngloGold shares for every 100
Normandy shares plus a cash consideration of A$0.20 per Normandy share.
Members again endorsed the proposed acquisition of Normandy - on the
basis of the revised offer set out in a circular sent to them on 4
December 2001 - at a general meeting held on 19 December 2001. The
period of this revised offer to Normandy shareholders was from 6
December 2001 to 27 December 2001.
On 18 December 2001, the company announced an extension to the
closing date of its revised offer to Normandy shareholders from 27
December 2001 to 4 January 2002.
Responding to an upward revision in Newmont's competing offer for
Normandy, the company announced on 27 December 2001 that it was
increasing the cash component of its offer to Normandy shareholders by
10 Australian cents to A$0.30 per Normandy share and extending the
revised offer period from 4 January 2002 to 11 January 2002. A further
meeting of AngloGold's members to approve the increase in the cash offer
to Normandy shareholders was not convened in view of the relatively
small amount of the increase involved.
On 10 January 2002, AngloGold gave notice of a final extension to its
latest revised offer to 18 January 2002.
In an announcement made by the company on 18 January 2002, it was
stated that as acceptances received in respect of its latest revised
offer constituted only 159.3m Normandy shares, representing 7.11% of
Normandy's issued share capital, the company was of the view that it was
not possible for it to obtain majority control of Normandy and that it
was accordingly closing its offer.
On 21 January 2002 it was announced that the company's holding of
Normandy shares had been disposed of, realising approximately $159m,
which proceeds would be applied towards repaying debt owed by the group.
Share capital
There was no change to the authorised share capital of the company
during 2001.
The following are the movements in the issued and unissued ordinary
share capitals from the beginning of the accounting period to 13
February 2002:
Issued
|
|
|
Number of shares |
Rand |
|
|
At 1 January 2001 |
107,021,087 |
53,510,544 |
|
Issues during year |
|
|
Acquisition of shares
in Normandy |
233,183 |
116,592 |
|
Issue of shares in
terms of Normandy top up facility |
8,237 |
4,118 |
|
Exercise of options by
participants in the: |
|
|
AngloGold Share Incentive Scheme |
359,000 |
179,500 |
|
Acacia Employee Option Plan |
12,551 |
6,275 |
|
|
At 31 December 2001 |
107,634,058 |
53,817,029 |
|
|
Issues subsequent to
year end |
|
|
Acquisition of shares
in Normandy |
3,201,596 |
1,600,798 |
|
Issue of shares in
terms of Normandy top up facility |
63,442 |
31,721 |
|
Exercise of options by
participants in the: |
|
|
AngloGold Share Incentive Scheme |
91,000 |
45,500 |
|
Acacia Employee Option Plan |
14,800 |
7,403 |
|
|
At 13 February 2002 |
111,004,902 |
55,502,451 |
|
|
All the
issued A and B redeemable preference shares are held by a
wholly-owned subsidiary. |
Unissued
|
| |
|
Number of shares |
|
|
At 1 January 2001 |
92,978,913 |
|
Issues during year |
612,971 |
|
|
At 31 December 2001 |
92,365,942 |
|
|
Maximum
number of shares that were available for allocation for purposes
of the Share |
|
Incentive
Scheme at 31 December 2001 was 2,959,937 (2000: 2,943,080) |
|
|
Issues subsequent to
year end |
3,370,844 |
|
|
At 13 February 2002 |
88,995,098 |
|
|
Maximum
number of shares that may be allocated for purposes of the Share
Incentive |
|
Scheme at 13 February
2002 |
3,052,635 |
|
|
Balance of unissued
shares under the control of the directors at 13 February 2002 |
85,942,463 |
|
Further details of the authorised, issued and unissued shares, as
well as the share premium, are given in note 24 to the group's financial
statements.
At the annual general meeting to be held on 30 April 2002, members
will be asked to consider an ordinary resolution placing the number of
unissued ordinary shares, exclusive of the number of shares reserved for
purposes of the Share Incentive Scheme as at that date, under the
control of the directors until the next annual general meeting.
In terms of the Listings Requirements of the JSE Securities Exchange
South Africa (JSE), shareholders may, subject to certain conditions,
authorise the directors to issue the unissued shares held under their
control for cash other than by means of a rights offer to members. In
order that the directors of the company may be placed in a position to
take advantage of favourable circumstances which may arise for the issue
of such shares for cash without restriction for the benefit of the
company, members will be asked to consider an ordinary resolution to
this effect at the forthcoming annual general meeting.
As AngloGold is not incorporated in Australia, the acquisition of its
shares by another company or person is not subject to the takeovers and
substantial holding provisions of Chapter 6 of the Australian
Corporations Act. However, AngloGold is required to comply with those
provisions in the case of a bid for an Australian company.
Relevant information concerning the conversion of certificated
ordinary shares of the company into uncertificated shares (dematerialisation)
in terms of the STRATE system, was contained in a letter dated 30 July
2001 posted to shareholders on the South African register, together with
the June 2001 quarterly report. The dematerialisation process applicable
to the company commenced on 15 October 2001 with the first trading for
electronic settlement on 5 November 2001, for settlement on 12 November
2001. Since 5 November 2001, paper scrip is no longer accepted for
settlement in respect of transactions entered into on the JSE.
American Depositary Shares
At 31 December 2001, the company had in issue through The Bank of New
York as Depositary, and listed on the New York Stock Exchange (NYSE),
30,104,646 (2000: 33,024,720) American Depositary Shares (ADSs). Each
ADS represents one-half of one ordinary share.
At 13 February 2002, there were 38,868,626 ADSs in issue and listed
on the NYSE (12 February 2001: 35,031,148).
Share Incentive Schemes
AngloGold Share Incentive Scheme
At the general meeting held on 4 June 1998, members approved the
introduction of the AngloGold Limited Share Incentive Scheme for the
purpose of providing an incentive to executive directors, executive
officers and senior employees of the company and its subsidiaries to
identify themselves more closely with the fortunes of the group and its
continued growth, and also to promote the retention of such employees by
giving them an opportunity to acquire shares in the company. Employees
participate in the Scheme to the extent that they are granted options
and accept them.
The maximum number of ordinary shares that may be allocated for the
purposes of the Scheme, equivalent to 2.75% of the total number of
ordinary shares in issue at that date, is:
|
| 13 February 2002 |
31 December 2001 |
31 December 2000 |
|
| 3,052,635 |
2,959,937 |
2,943,080 |
|
The maximum aggregate number of shares which may be acquired by any
one participant in the Scheme is 150,000.
The options granted may be exercised as follows:
|
|
Percentage |
Period after date of grant of options |
|
| |
20 |
2 years |
|
40 |
3 years |
|
60 |
4 years |
|
100 |
5 years |
|
All options which have not been exercised within ten years from the
date on which they were granted automatically lapse.
At the annual general meeting held on 25 April 2001, members approved
amendments to the scheme in terms of which the company was given
permission to grant options to acquire shares in the company to those
participants in the Scheme who had been issued debentures at a share
price at which the debentures had been issued to them, against
relinquishment of their rights to the debentures. The participants
concerned were, therefore, placed in the position in which they would
have been had they been granted options to acquire shares in the company
rather than to subscribe for debentures which were automatically
convertible into shares. On 30 June 2001, pursuant to this authority,
428,600 debentures at an average issue price of R243.14 per debenture
were cancelled, in exchange for the issue of 428,600 options to acquire
ordinary shares in the company at an average strike price of R243.14 per
share.
The movement in respect of debentures during the period 1 January
2001 to 30 June 2001 was as follows:
|
|
|
Number |
Average issue price |
|
|
In issue at 1 January 2001 |
494,900 |
R241.75 |
|
To 30 June 2001: |
|
- Granted |
- |
- |
|
- Converted |
42,400 |
R219.19 |
|
- Cancelled |
23,900 |
R256.87 |
|
- Cancelled in exchange for
share options |
428,600 |
R243.14 |
|
|
Balance at 1 July 2001 |
- |
- |
|
For reporting purposes, the movement in respect of debentures has
been incorporated into both the summarised schedule on page 57, and the
schedule detailing the options held by executive directors, executive
officers and senior managers on page 62 as if the debentures issued were
share options granted.
The following are summaries of particulars required to be disclosed
in terms of the Scheme and stock exchange regulations:
|
|
|
|
|
Options |
|
|
|
|
|
|
|
Ordinary |
|
Average |
|
|
shares |
|
exercise price |
|
|
issued |
Number |
per ordinary share |
|
|
At 1
January 2001 |
171,300 |
1,488,700* |
R237.15 |
|
|
Movements
during year |
|
|
|
|
Granted |
|
246,500 |
R243.08 |
|
Exercised |
359,000 |
359,000 |
R219.83 |
|
Lapsed -
terminations |
|
93,400 |
R248.80 |
|
|
At 31
December 2001 |
530,300 |
1,282,800 |
R242.29 |
|
|
Subsequent
to year end |
|
|
|
|
Exercised |
91,000 |
91,000 |
R241.88 |
|
Lapsed |
|
5,200 |
R317.00 |
|
| |
At 13
February 2002 |
621,300 |
1,186,600 |
R241.99 |
|
| * |
Comprises 993,800 share
options and 494,900 debentures |
|
|
| Analysis of
options in issue at 13 February 2002: |
|
|
Holding |
Holders |
Number |
Value - R000 |
|
|
1 - 100 |
- |
- |
- |
|
101 - 500 |
1 |
300 |
78 |
|
501 - 1,000 |
- |
- |
- |
|
1,001 - 5,000 |
163 |
507,800 |
127,293 |
|
5,001 - 10,000 |
35 |
278,000 |
70,054 |
|
10,001 - 100,000 |
19 |
400,500 |
89,721 |
|
Over 100,000 |
- |
- |
- |
|
|
Total |
218 |
1,186,600 |
287,146 |
|
Acacia Employee Option Plan
The company's wholly-owned subsidiary, AngloGold Australia Limited
(originally Acacia Resources Limited) operates the Acacia Employee
Option Plan for certain of its employees. In terms of this plan, on
exercising of options, a ratio of 3.5 AngloGold ordinary shares for
every 100 options held will be applied. The issue price of the AngloGold
shares is calculated using the A$/R exchange rate ruling on the date of
allotment. No further options will be granted under this plan which will
terminate on 28 April 2004, being the date on which the last option may
be exercised or will expire.
The movement in respect of options during the period 1 January 2001
to 13 February 2002 was as follows:
|
|
|
|
|
|
Average issue |
|
|
|
Equivalent |
|
price of |
|
|
Number |
AngloGold |
Ordinary |
AngloGold |
|
|
of |
ordinary |
shares |
ordinary |
|
|
options |
shares |
issued |
shares |
|
|
Granted as at 1 January 2001 |
3,660,000 |
128,100 |
|
|
Movements during year |
|
|
|
Issued |
- |
- |
|
Exercised |
358,600 |
12,551 |
12,551 |
R245.67 |
|
Lapsed |
2,260,000 |
79,100 |
|
|
Held as at 31 December 2001 |
1,041,400 |
36,449 |
|
|
Subsequent to year end |
|
|
|
|
|
Exercised |
423,029 |
14,806 |
14,806 |
R367.80 |
|
|
Held as at 13 February 2002 |
618,371 |
21,643 |
|
The options outstanding at 13 February 2002 were held by three
employees, with holdings ranging from 35,000 options (1,225 equivalent
AngloGold ordinary shares), to 493,371 options (17,268 equivalent
AngloGold ordinary shares).
Financial results
The financial statements on pages 64 to 118 set out fully the
financial position, results of operations and cash flows of the group
and the company for the financial year ended 31 December 2001.
Dividends
The company follows a full-payout dividend policy after providing for
long-term growth. This policy is reviewed by the board from time to time
in the light of the group's cash requirements and financial position.
Details of dividends paid/payable since 1 January 2001 are as
follows:
|
|
|
Final dividend |
Interim dividend |
Final dividend |
|
|
No. 89 |
No. 90 |
No. 91 |
|
| |
Declaration date |
30 January 2001 |
30 July 2001 |
30 January 2002 |
|
|
Last date to trade ordinary
shares cum dividend |
16 February 2001 |
17 August 2001 |
15 February 2002 |
|
|
Record date |
23 February 2001 |
24 August 2001 |
22 February 2002 |
|
|
Amount per ordinary share |
|
- South African currency |
650 cents |
700 cents |
1,100 cents |
|
- United Kingdom currency |
57.40 pence |
57.91 pence |
68.38 pence |
|
|
Amount per CDI* - Australian
currency |
15.85 cents |
15.83 cents |
18.88 cents |
| |
Payment date |
30 March 2001 |
28 September 2001 |
4 March 2002 |
|
|
Amount per ADS** - United
States currency |
39.88 cents |
38.21 cents |
48.00 cents*** |
|
Payment date |
9 April 2001 |
9 October 2001 |
15 March 2002 |
|
| * |
Each CDI
(Chess Depository Interest) represents one-tenth of one ordinary
share. |
| ** |
Each ADS
(American Depositary Share) represents one-half of one ordinary
share. |
| *** |
Figure used for
illustrative purposes and based on a rate of exchange of R/$11.43
on 30 January 2002. The actual amount will be determined at the
R/$ currency conversion rate ruling on approximately 4 March 2002. |
Borrowing powers
The company's borrowing powers are unlimited. At 31 December 2001,
the group's borrowings totalled $987m, R11,811m (2000: $1,140m,
R8,642m).
Fixed assets
Sale of Deelkraal and Elandsrand mines
The Deelkraal and Elandsrand mines were disposed of to Harmony Gold
Mining Company Limited with effect from 1 February 2001 for an amount of
R872m. All conditions precedent relative to the sale were fulfilled by 9
April 2001 on which date the agreement of sale became unconditional.
Sale of Free State assets
On 21 November 2001, it was announced that agreement had been
reached whereby Harmony Gold Mining Company Limited (Harmony) and
African Rainbow Minerals (Proprietary) Limited (ARM) would acquire the
company's entire interests in the gold mining operations located in the
Free State Province of South Africa, comprising the Bambanani, Joel,
Matjhabeng and Tshepong mines, as well as their related infrastructure,
assets and associated liabilities (the Free State assets), with effect
from 1 January 2002 for a consideration of R2.2bn. In terms of that
agreement, the Free State assets were to be transferred into a
wholly-owned subsidiary of the company, the shares in and claims against
which would then be jointly purchased by Harmony and ARM. This
arrangement was subject to the receipt of a ruling from the South
African Revenue Service that such transfer would constitute a scheme of
rationalisation in terms of the Taxation Laws Amendment Act of 1994. The
transaction was also subject to the fulfilment of a number of conditions
precedent.
In terms of a further announcement on 7 January 2002, it was
disclosed that a potential restructuring of the transaction had been
agreed to in that should the ruling from the taxation authorities not be
obtained by 31 January 2002, Harmony and ARM would then, through a
jointly-held company, acquire the Free State assets directly from the
company, as going concerns, with effect from 1 January 2002. The
consideration payable in terms of the revised structure would then be an
amount of R2.2bn, plus an amount equal to any liability for taxation
payable by AngloGold. Payment of the aggregate consideration will be
made as follows:
| - |
R1.8bn in cash ten business
days following the last date by which the remaining conditions
precedent are required to be fulfilled; |
| - |
the balance of R400m in cash
on 1 January 2005; and |
| - |
the additional amount
constituting any liability for taxation arising out of the revised
structure of the transaction as and when the assessed amount is
paid by AngloGold. |
No ruling from the taxation authorities had been received by 31
January 2002 and, consequently, the terms of the revised agreement
apply.
At the date of this report, the transaction was still subject to
fulfilment of the following remaining conditions by no later than 30
April 2002:
| - |
the approval by the Minister
of Minerals and Energy of the cession of the mining leases in
respect of the acquisition of the Free State assets by the
jointly-held company; |
| - |
the granting of the necessary
mining authorisations to the jointly-held company; and |
| - |
the prerequisite rulings and
approvals of the relevant regulatory authorities. |
The transaction has been approved by the Competition Authorities.
The only assets that the company will retain in the Free State are
its Technical Development Services Division and those that form part of
its wholly-owned subsidiary, ISS International Limited. The company will
also retain all of its mineral rights north of the Free State
goldfields.
A schedule giving details of the group's mining rights and property
is available for inspection at the company's registered and corporate
office.
Investments
Particulars of the group's principal subsidiaries and joint venture
interests are reflected on page 118.
Special resolutions
Details of special resolutions of a significant nature passed by the
company and its subsidiaries during the year under review, requiring
disclosure in terms of the Listings Requirements of the JSE, are as
follows:
|
|
|
Nature of resolution |
Effective date |
|
| |
AngloGold Limited |
Amendments to articles of association: |
25 April 2001 |
|
|
- to allow the company to deal with its capital
structure in a manner not otherwise governed by
legislation;
- to empower the company to acquire its own shares
and to acquire shares in any holding company of
the company;
- to reduce the company's unclaimed dividends
forfeiture period from 12 years to 3 years;
- to enable the company to give effect to the
implementation of STRATE
|
|
|
|
|
|
|
|
|
|
|
|
|
Amendment to articles of association to
allow for |
|
|
dividends to be declared in South African
rands or |
|
|
United States dollars |
23 November 2001 |
|
|
Subsidiaries |
|
|
|
Australia |
|
AngloGold Australia Limited |
Change of name from AngloGold Australasia
Limited |
12 June 2001 |
|
|
South Africa |
|
|
AGRe Insurance Company Limited |
Change of name from Corpinvest 82
(Proprietary) |
|
|
Limited and status to a public company |
29 October 2001 |
|
|
Change of main business and main object to
permit the |
|
|
company to carry on the business of
short-term insurance |
|
|
and re-insurance in accordance with the
Short Term |
|
|
Insurance Act, 1998 |
29 October 2001 |
|
|
Adoption of new articles of association |
11 December 2001 |
|
|
500 unissued ordinary shares of R1 each
converted |
|
|
into "A" ordinary shares |
11 December 2001 |
|
|
|
|
|
Southvaal Holdings Limited |
Amendment to articles of association to
reduce the |
|
|
|
company's unclaimed dividends forfeiture
period |
|
|
|
from 12 years to 3 years |
28 June 2001 |
|
| |
South America |
|
AngloGold Exploraci?n |
|
Venezuela S.A. |
Closure of the company |
31 July 2001 |
|
|
Cerro Vanguardia S.A. |
Acquisition of Mincorp Exploraci?nes S.A. |
9 February 2001 |
|
Annual general meeting
The 58th annual general meeting will be held at the Vineyard Hotel,
Colinton Road, Newlands, Cape Town, at 11:00 on Tuesday, 30 April 2002.
Notice of the meeting is enclosed as a separate document, additional
copies of which may be obtained from the company's corporate contacts
and the share registrars.
In addition to the ordinary business to be conducted at the meeting -
the adoption of this annual report, the re-election of directors and the
renewal of authority to directors to issue the unissued shares of the
company under certain circumstances - members will be requested to
consider the passing of ordinary and special resolutions, under the
heading of special business, relating to the undermentioned proposals:
| Special resolutions |
- |
general approval for the
acquisition by the company, or a subsidiary of the company, of its
own shares and for the acquisition by the company of shares in its
holding company. |
|
- |
amendment to the company's
articles of association relating to directors' remuneration. |
| Ordinary resolutions |
- |
an increase in the
remuneration payable to the directors of the company. |
|
- |
amendment to the company's
Share Incentive Scheme, to provide for the exercise of share
options based on performance related criteria rather than by
effluxion of time. |
| |
Directorate and secretary
The following are details of changes in the composition of the board
of directors from the beginning of the accounting period
to the date of this report:
| Appointments |
Resignations/Withdrawals |
| 16 May 2001 |
16 May 2001 |
| A H Calver |
M W King |
| (Alternate to W A Nairn) |
(Alternate R P Garnett) |
| W A Nairn |
W A Nairn |
| 30 July 2001 |
(Alternate to A J Trahar) |
| A W Lea |
30 July 2001 |
| 30 October 2001 |
Dr J W Campbell |
| P G Whitcutt |
D M J Ncube |
| (Alternate to A W Lea) |
| 1 November 2001 |
| D L Hodgson |
| (also Chief Operating Officer) |
In accordance with the articles of association, Mr D L Hodgson, Mr A
W Lea and Mr W A Nairn retire from the board at the forthcoming annual
general meeting and offer themselves for re-election. Mr J G Best, Mrs E
le R Bradley, Mr C B Brayshaw and Mr K H Williams retire by rotation at
the forthcoming annual general meeting and, being eligible, offer
themselves for
re-election.
The names of the directors and alternate directors of the company in
office at the date of this report are listed on page
122. Biographies of
the board of directors appear on pages 44 and
45.
There has been no change in the offices of managing secretary and
company secretary. The names of the managing secretary
and company secretary and their business and postal addresses are set
out on page 122.
Directors' emoluments
The following tables record the emoluments payable to each director
during the year:
* Includes salary paid by a subsidiary company which was previously
omitted from the 2000 figures.
|
|
|
|
|
Bonuses |
|
|
|
|
|
|
Board |
|
and per- |
Pension |
|
|
|
|
|
com- |
|
formance |
scheme |
|
Total |
*Total |
|
Board |
mittee |
|
related |
contri- |
Other |
2001 |
2000 |
| All figures
in R000 |
fees |
fees |
*Salary |
payments |
butions |
benefits |
|
(restated) |
|
| Executive
directors |
| R M Godsell
(Chairman and |
| Chief
Executive Officer) |
- |
- |
3,323 |
634 |
378 |
50 |
4,385 |
3,773 |
| J G Best |
- |
- |
2,122 |
506 |
252 |
182 |
3,062 |
2,687 |
| D L Hodgson
(appointed |
| 1 November
2001) |
- |
- |
387 |
109 |
54 |
9 |
559 |
- |
| K H
Williams |
- |
- |
2,268 |
571 |
276 |
47 |
3,162 |
2,830 |
|
| 2001 |
- |
- |
8,100 |
1,820 |
960 |
288 |
11,168 |
- |
|
| 2000
(restated) |
- |
- |
6,230 |
1,768 |
833 |
459 |
- |
9,290 |
|
| Non-executive
directors |
| R P Edey
(Deputy Chairman) |
80 |
110 |
- |
- |
- |
- |
190 |
160 |
| F B Arisman |
50 |
60 |
- |
- |
- |
- |
110 |
110 |
| Mrs E le R
Bradley |
50 |
94 |
- |
- |
- |
- |
144 |
140 |
| C B
Brayshaw |
50 |
40 |
- |
- |
- |
- |
90 |
90 |
| Dr J W
Campbell |
| (resigned
30 July 2001) |
29 |
18 |
- |
- |
- |
- |
47 |
83 |
| Dr V K Fung |
50 |
36 |
- |
- |
- |
- |
86 |
90 |
| M W King
(resigned 16 May 2001) |
19 |
17 |
- |
- |
- |
- |
36 |
80 |
| A W Lea
(appointed 30 July 2001) |
21 |
- |
- |
- |
- |
- |
21 |
- |
| T J
Motlatsi |
50 |
100 |
- |
- |
- |
- |
150 |
150 |
| W A Nairn
(appointed 16 May 2001) |
31 |
42 |
- |
- |
- |
- |
73 |
- |
| D M J Ncube
(resigned 30 July 2001) |
29 |
40 |
- |
- |
- |
- |
69 |
120 |
| J Ogilvie
Thompson |
50 |
30 |
- |
- |
- |
- |
80 |
80 |
| N F
Oppenheimer |
48 |
30 |
- |
- |
- |
- |
78 |
110 |
| A J Trahar |
50 |
13 |
- |
- |
- |
- |
63 |
9 |
|
| 2001 |
607 |
630 |
- |
- |
- |
- |
1,237 |
- |
|
| 2000
(restated) |
589 |
633 |
- |
- |
- |
- |
- |
1,222 |
|
| Alternates |
| A H Calver
(appointed |
| 16 May
2001) |
- |
- |
- |
- |
- |
- |
- |
- |
| R P Garnett
(withdrawn |
| 16 May
2001) |
- |
17 |
- |
- |
- |
- |
17 |
30 |
| W A Nairn
(withdrawn |
| 16 May
2001) |
- |
22 |
- |
- |
- |
- |
22 |
101 |
| P G
Whitcutt (appointed |
| 30 October
2001) |
- |
6 |
- |
- |
- |
- |
6 |
- |
|
| 2001 |
- |
45 |
- |
- |
- |
- |
45 |
- |
|
| 2000 |
41 |
90 |
- |
- |
- |
- |
- |
131 |
|
| Totals |
|
| 2001 |
607 |
675 |
- |
- |
- |
- |
1,282 |
- |
|
| 2000
(restated) |
630 |
723 |
- |
- |
- |
- |
- |
1,353 |
|
| Aggregate
emoluments of directors |
| who served
during the year |
|
|
|
|
|
|
12,450 |
10,643 |
|
Options
Options to subscribe for ordinary shares of 50 cents each in the
company granted to, and exercised by, executive directors, as executive
officers and senior managers during the year to 31 December 2001, and
subsequent to year end to 13 February 2002, are included in the table
below.
The movement in respect of debentures has been incorporated into the
schedule, as if the debentures issued were share options granted - see
reference on page 56.
|
|
Executive directors
|
|
|
|
|
|
|
|
|
|
|
|
Executive |
Senior |
|
R M Godsell |
J G Best |
|
D L Hodgson |
K H Williams |
Total |
officers |
managers |
Total |
|
| Granted as at |
| 1 January 2001 |
| Number |
89,150 |
47,400 |
|
34,000 |
48,800 |
219,350 |
170,000 |
1,099,350 |
1,488,700 |
| Average exercise |
| price per share - R |
216.08 |
222.68 |
|
217.53 |
209.64 |
216.30 |
231.42 |
242.20 |
237.15 |
|
| Granted during year |
|
|
|
|
|
|
|
|
|
| Number |
- |
- |
|
- |
- |
- |
10,000 |
236,500 |
246,500 |
| Average exercise |
| price per share - R |
- |
- |
|
- |
- |
- |
250.60 |
242.76 |
243.08 |
|
| Exercised during
year |
|
|
|
|
|
|
|
|
|
| Number |
- |
10,000 |
|
5,000 |
7,000 |
22,000 |
76,600 |
260,400 |
359,000 |
| Average exercise |
| price per share - R |
- |
208.00 |
|
208.00 |
208.00 |
208.00 |
218.44 |
221.24 |
219.83 |
|
|
| Average market |
| price per share at |
| date of exercise - R |
- |
365.50 |
|
420.20 |
358.46 |
375.69 |
340.89 |
347.89 |
348.10 |
|
|
| Pre-tax
gain at date of exercise |
| - R value |
- |
1,575,000 |
|
1,061,000 |
1,053,200 |
3,689,200 |
9,378,996 |
32,980,882 |
46,049,078 |
| - Average R per share |
- |
157.50 |
|
212.20 |
150.46 |
167.69 |
122.44 |
126.65 |
128.27 |
|
| Lapsed during year |
|
|
|
|
|
|
|
|
|
| Number |
- |
- |
|
- |
- |
- |
29,800 |
63,600 |
93,400 |
| Average exercise |
| price per share - R |
- |
- |
|
- |
- |
- |
238.55 |
253.60 |
248.80 |
|
| Held as at |
| 31 December 2001 |
| Number |
89,150 |
37,400 |
|
29,000 |
41,800 |
197,350 |
73,600 |
1,011,850 |
1,282,800 |
| Average exercise |
| price per share - R |
216.08 |
226.61 |
|
219.17 |
209.92 |
217.23 |
244.65 |
247.01 |
242.29 |
|
| Subsequent to year
end |
|
|
|
|
|
|
|
|
|
| Exercised |
|
|
|
|
|
|
|
|
|
| Number |
- |
- |
|
3,000 |
1,000 |
4,000 |
10,700 |
76,300 |
91,000 |
| Average exercise |
| price per share - R |
- |
- |
|
208.00 |
208.00 |
208.00 |
211.09 |
247.97 |
241.88 |
| Average market price |
| per share at date of |
| exercise - R |
- |
- |
|
528.00 |
571.00 |
538.75 |
469.22 |
476.73 |
478.57 |
| Pre-tax
gain at date of exercise |
| - R value |
- |
- |
|
960,000 |
363,000 |
1,323,000 |
2,761,976 |
17,453,950 |
21,538,926 |
| - Average R per share |
- |
- |
|
320.00 |
363.00 |
330.75 |
258.13 |
228.76 |
236.69 |
|
| Lapsed |
|
|
|
|
|
|
|
|
|
| Number |
- |
- |
|
- |
- |
- |
- |
5,200 |
5,200 |
| Average exercise |
| price per share - R |
- |
- |
|
- |
- |
- |
- |
317.00 |
317.00 |
|
| Held as at |
| 13 February 2002 |
| Number |
89,150 |
37,400 |
|
26,000 |
40,800 |
193,350 |
62,900 |
930,350 |
1,186,600 |
| Average exercise |
|
| price per share - R |
216.08 |
226.61 |
|
220.46 |
209.96 |
217.41 |
250.34 |
246.53 |
241.99 |
|
|
16 October |
16 October |
|
16 October |
31 August |
|
15 January |
20 October |
| Latest expiry date |
2010 |
2010 |
|
2010 |
2008 |
|
2011 |
2011 |
|
Directors' interests in shares
The interests of the directors in the ordinary share capital of the
company at 31 December 2001 were as follows:
|
|
|
|
|
31 December
2001 |
|
|
31 December 2000 |
|
|
|
Beneficial |
Non- |
|
Beneficial |
Non- |
|
|
Direct |
|
Indirect |
beneficial |
Direct |
|
Indirect |
beneficial |
|
|
Executive directors |
|
|
|
|
|
|
|
|
|
J G Best |
- |
|
- |
- |
- |
|
- |
- |
|
R M Godsell |
230 |
|
- |
- |
230 |
|
- |
- |
|
D L Hodgson (appointed |
|
1 November 2001) |
- |
|
- |
- |
- |
|
- |
- |
|
K H Williams |
- |
|
460 |
- |
- |
|
460 |
- |
|
|
|
230 |
|
460 |
- |
230 |
|
460 |
- |
|
|
Non-executive directors |
|
|
|
|
|
|
|
|
|
F B Arisman |
10,000 |
|
- |
- |
10,000 |
|
- |
- |
|
Mrs E le R Bradley |
2,600 |
|
- |
5,500 |
2,600 |
|
- |
- |
|
C B Brayshaw |
- |
|
- |
- |
- |
|
- |
- |
|
Dr J W Campbell (resigned 30
July 2001) |
- |
|
- |
- |
161 |
|
- |
- |
|
R P Edey |
- |
|
500 |
- |
- |
|
500 |
- |
|
Dr V K Fung |
- |
|
- |
- |
- |
|
- |
- |
|
M W King (resigned 16 May
2001) |
- |
|
- |
- |
2,023 |
|
- |
- |
|
A W Lea (appointed 30 July
2001) |
- |
|
- |
- |
- |
|
- |
- |
|
T J Motlatsi |
- |
|
- |
- |
- |
|
- |
- |
|
W A Nairn (appointed 16 May
2001) |
- |
|
- |
- |
- |
|
- |
- |
|
D M J Ncube (resigned 30 July
2001) |
- |
|
- |
- |
115 |
|
- |
- |
|
J Ogilvie Thompson |
- |
|
- |
239 |
- |
|
- |
- |
|
N F Oppenheimer |
- |
|
- |
4,513 |
- |
|
95,927 |
- |
|
A J Trahar |
- |
|
- |
- |
- |
|
- |
- |
|
|
|
12,600 |
|
500 |
10,252 |
14,899 |
|
96,427 |
- |
|
|
|
|
|
|
|
(restated) |
(restated) |
|
|
Alternates |
|
|
|
|
|
|
|
|
|
A H Calver (appointed 16 May
2001) |
23 |
|
- |
- |
- |
|
- |
- |
|
R P Garnett (withdrawn 16 May
2001) |
- |
|
- |
- |
- |
|
- |
- |
|
W A Nairn (withdrawn 16 May
2001) |
- |
|
- |
- |
- |
|
- |
- |
|
P G Whitcutt (appointed 30
October 2001) |
23 |
|
- |
- |
- |
|
- |
- |
|
| |
|
46 |
|
- |
- |
- |
|
- |
- |
|
|
Total |
12,876 |
|
960 |
10,252 |
15,129 |
|
96,887 |
- |
|
|
|
|
|
|
(restated) |
(restated) |
|
There have been no changes in the above interests since 31 December
2001.
A register detailing directors' and officers' interests in contracts
is available for inspection at the company's registered and corporate
office. |