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PRESENTATION OF INFORMATION
In this annual report on Form 20-F (the "Annual Report"), references to "AngloGold" are references to AngloGold Limited and references to the "Company" or the "Group" are references to AngloGold and, as appropriate, its subsidiaries and associate companies.
AngloGold, formerly Vaal Reefs Exploration and Mining Company Limited (in such capacity "Vaal Reefs"), was incorporated in 1944 in South Africa and conducts gold mining operations in three countries in Africa: the Republic of South Africa, Mali and Namibia. In December 1998, AngloGold agreed to purchase, subject to certain conditions, Minorco's gold interests located primarily in North and South America in a transaction expected to close on or about March 31, 1999. Prior to the Consolidation (as defined below), Vaal Reefs was a client company of Anglo American Corporation of South Africa Limited (which, together with its subsidiaries and associate companies, is referred to herein as "Anglo American" or "AAC") under a service agreement, and Anglo American held a 33.4 percent direct and indirect interest in Vaal Reefs.
Vaal Reefs was chosen to be the vehicle to merge all the gold mining interests of Anglo American into a single, focused independent global gold company (the "Consolidation"). Vaal Reefs was chosen to be the vehicle for the Consolidation because it had the largest market capitalization of all the gold mining companies in which Anglo American held interests. As part of the Consolidation, Vaal Reefs changed its name to AngloGold Limited and increased its authorized share capital, effective March 30, 1998. AngloGold then acquired, in share-for-share exchanges pursuant to South African schemes of arrangement, all of the issued shares of the following seven gold mining companies: (1) East Rand Gold and Uranium Company Limited ("Ergo"), (2) Eastvaal Gold Holdings Limited ("Eastvaal"), (3) Southvaal Holdings Limited ("Southvaal"), (4) Free State Consolidated Gold Mines Limited ("Freegold"), (5) Elandsrand Gold Mining Company Limited ("Elandsrand"), (6) H.J. Joel Gold Mining Company Limited ("H.J. Joel" or "Joel"), and (7) Western Deep Levels Limited ("Western Deep Levels", and together with Ergo, Eastvaal, Southvaal, Freegold, Elandsrand and H.J. Joel, the "Participating Companies"). A total of 25,701,945 ordinary shares of AngloGold were issued to Anglo American in exchange for its shares of the Participating Companies.
In addition, in connection with the Consolidation, AngloGold acquired from Anglo American certain share interests in gold mining companies previously held by Anglo American, including (1) approximately 17 percent of Driefontein Consolidated Limited ("Driefontein"), (2) 100 percent of Anmercosa Mining (West Africa) Limited ("Anmin West Africa"), (3) approximately 89 percent of Western Ultra Deep Levels Limited ("Western Ultra Deep"), (4) approximately 52 percent of Eastern Gold Holdings Limited ("Eastern Gold"), and (5) 100 percent of Erongo Mining and Exploration Company Limited ("Erongo", and together with Driefontein, Anmin West Africa, Western Ultra Deep, Eastern Gold, and other sundry share interests, the "Share Interests Companies"), in exchange for 13,076,734 ordinary shares of AngloGold.
The Participating Companies were publicly traded companies prior to the Consolidation, whereas the Share Interests Companies were privately held. The shares of the Participating Companies, therefore, had to be acquired by AngloGold pursuant to statutory schemes of arrangement approved by the shareholders of the Participating Companies, whereas the shares of the Share Interests Companies were acquired by AngloGold in private transactions with Anglo American and the minority shareholders of the Share Interests Companies.
AngloGold also acquired certain gold exploration and mining rights from Anglo American (the "Gold Mineral Rights") in exchange for 2,916,746 ordinary shares of AngloGold.
In connection with these transactions, AngloGold acquired from Anglo American all the rights of Anglo American under service agreements relating to the Participating Companies, other than H.J. Joel, the Share Interests Companies and certain other companies, as well as rights of JCI Limited ("JCI") under a service agreement relating to H.J. Joel (the "Service Agreements"). Under the Service Agreements, Anglo American and JCI provided certain technical, administrative, secretarial and buying services for the relevant client companies. AngloGold now provides these services to the client companies pursuant to the Service Agreements. The rights under the Service Agreements acquired from Anglo American were acquired in exchange for 3,417,436 ordinary shares of AngloGold and a cash payment of approximately $12.5 million and the rights under the Service Agreements from JCI were acquired for cash.
AngloGold issued 33,092,047 shares to the shareholders of the Participating Companies and the Share Interests Companies other than Anglo American in connection with the Consolidation.
The Consolidation was approved by the required majorities of the shareholders of the Company and the Participating Companies, and became effective on June 29, 1998 for accounting purposes. The acquisition of the Participating Companies and the interests in the Share Interests Companies has been accounted for as a purchase business combination under U.S. GAAP (as defined below). As a result of the Consolidation, the Company operates the Vaal River operations formerly operated by its predecessor company, Vaal Reefs, and holds share interests in its subsidiaries (i.e., the Participating Companies and 50 percent or more owned Share Interests Companies) and associate companies (i.e., less than 50 percent owned Share Interests Companies). AngloGold receives dividends (based on percentage ownership) from its subsidiaries and associate companies.
Historically, Vaal Reefs' consolidated financial statements were prepared in accordance with generally accepted accounting practices in South Africa ("SA GAAP"). Commencing 1998, the Company prepares consolidated financial statements in accordance with accounting principles generally accepted in the United States ("U.S. GAAP"). The audited consolidated financial statements for the years ended and as at December 31, 1998 , 1997 and 1996 have been prepared in accordance with U.S. GAAP (the "U.S. GAAP Financial Statements").
In accordance with the requirements of the Johannesburg Stock Exchange ("JSE"), the Company also publishes audited consolidated full-year financial statements and unaudited consolidated quarterly financial statements prepared in accordance with SA GAAP and illustrative financial statements prepared in accordance with International Accounting Standards ("IAS"). These financial statements are submitted to the JSE, as well as the London and Paris stock exchanges, and are submitted to the U.S. Securities and Exchange Commission (the "Commission") on Form 6-K.
AngloGold publishes its consolidated financial statements in South African rand. In this Annual Report, references to "rand", "R" and "cents" are to the lawful currency of the Republic of South Africa and references to "U.S. dollars" or "U.S.$" are to the lawful currency of the United States. Solely for the convenience of the reader, this Annual Report contains translations of certain rand amounts into U.S. dollars at specified rates. These transactions should not be construed as representations that the rand amounts actually represent such U.S. dollar amounts or could be converted into U.S. dollars at the rate indicated or at any other rate. See "Selected Financial Data ? Exchange Rate Information" for historical information regarding the noon buying rate in the City of New York for cable transfers in rand as certified for customs purposes by the Federal Reserve Bank of New York (the "Noon Buying Rate"). On March 26, 1999, the Noon Buying Rate was R6.27 = U.S.$1.00.
The Charts below show the ownership structure of AngloGold and the Participating Companies and the Share Interests Companies before and after the Consolidation.
AngloGold and the
Participating Companies and Share Interests
Companies Before Consolidation
|(1)||Shares held by Western Deep Levels and Freegold have been incorporated in the Anglo American associates holdings as they are not material|
|(2)||Only operating companies are reflected. The Anglo American group, its subsidiaries and associate companies held 89.4 percent of Western Ultra Deep Levels which in turn held Western Deep Levels and Elandsrand shares. These are accounted for in the Anglo American and subsidiaries holdings above.|
AngloGold After Consolidation
|(1)||As part of the arrangement, in the sale of Driefontein, as announced on February 18, 1999, the Company's Holding Company will acquire, 1,968,769 Ordinary Shares representing 2.01 percent. of AngloGold's issued share capital. Upon completion of the transaction, which is expected to be on or around April 7, 1999, the interest of Anglo American will increase to 52.96 percent.|
|(2)||All the companies on the right are subsidiaries of AngloGold, except Driefontein which is an associate company.|
|(3)||In February 1999, the Company entered into an agreement to dispose of its entire interest in Driefontein. See "Item 1: Description of Business ? Other Operations ? Driefontein Joint Venture".|
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