Ashanti Goldfields Company Confirmation of Revised Proposal from Randgold.Business Editors ACCRA Accra (əkrä`, ăk`rə), city (1984 pop. 867,459), capital of Ghana, a port on the Gulf of Guinea. It is Ghana's largest city and its administrative, communications, and economic center. , Ghana--(BUSINESS WIRE)--Oct. 24, 2003 The board of Ashanti Ashanti (äshän`tē) or Asante (äsän`tē), historic and modern administrative region, central Ghana, W Africa. The region is the source of much of Ghana's cocoa. Goldfields n. 1. A small slender woolly annual (Lasthenia chrysostoma) with very narrow opposite leaves and branches bearing solitary golden-yellow flower heads; it grows from Southwestern Oregon to Baja California and Arizona; - it is often cultivated. Company Limited ("Ashanti") notes the announcement earlier today by Randgold Resources Limited ("Randgold"). Ashanti confirms that it has today received a revised all-share merger proposal from Randgold to acquire the issued share capital of Ashanti at an exchange ratio of 0.56 new Randgold ordinary shares for every 1 Ashanti ordinary share (the "Revised Proposal"). Otherwise the Revised Proposal is subject to the same terms and conditions as set out in the formal merger proposal received from Randgold on 23 September September: see month. 2003. These include a number of pre-conditions including the recommendation of the board of Ashanti, entering into a satisfactory transaction agreement with Ashanti and the receipt of an undertaking to accept the offer from the Government of Ghana Ghana, country, Africa Ghana, officially Republic of Ghana, republic (2005 est. pop. 21,030,000), 92,099 sq mi (238,536 sq km), W Africa, on the Gulf of Guinea, an arm of the Atlantic Ocean. The capital and largest city is Accra. . The board of Ashanti will, together with its advisers, evaluate the terms of the Revised Proposal and will consider, amongst other things, whether it constitutes a Superior Proposal as defined in the transaction agreement with AngloGold AngloGold was a gold mining company based in South Africa and majority-owned by the Anglo American group. In 2004 it merged with the Ashanti Goldfields Corporation to create the world's second-largest gold producer, AngloGold Ashanti. Limited ("AngloGold"). A further announcement will be made as and when appropriate. Meanwhile, the board of Ashanti continues to recommend the revised proposed merger with AngloGold at an exchange ratio of 29 AngloGold ordinary shares for every 100 Ashanti shares held, as announced on 14 October 2003. The Revised Proposal, which would be effected by way of a scheme of arrangement under section 231 of the Ghana Companies Code, is also conditional on, amongst other things, the approval of the scheme by 75% of Ashanti shareholders voting at the meeting to approve the scheme. Lonmin Plc, which holds 27.6% of Ashanti's issued share capital, has irrevocably ir·rev·o·ca·ble adj. Impossible to retract or revoke: an irrevocable decision. ir·rev undertaken to AngloGold not to have any discussions with Randgold, or to accept or support any proposal from Randgold unless such proposal includes a fully underwritten cash alternative and the board of Ashanti determines it to be a Superior Proposal. The Revised Proposal does not include a fully underwritten cash alternative. There can be no assurance that an agreement with Randgold will be reached or that a transaction with either Randgold or AngloGold will be implemented. Consequently, shareholders of Ashanti are advised to exercise caution when dealing in the relevant securities. Certain statements in this announcement are forward-looking within the meaning of Section 27A of the Securities Act of 1933, as amended a·mend v. a·mend·ed, a·mend·ing, a·mends v.tr. 1. To change for the better; improve: amended the earlier proposal so as to make it more comprehensive. 2. , and Section 21E of the Securities Exchange Act of 1934, as amended. Although Ashanti believes that the expectations reflected in such forward-looking statements forward-looking statement A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections. are reasonable, no assurance can be given that such expectations will prove to have been correct. For a discussion of the important factors and risks involved in Ashanti's business refer to Ashanti's filings with the U.S. Securities and Exchange Commission (the "Commission"), including Ashanti's amended annual report on Form 20-F/A for the year ended 31 December 2002, filed with the Commission on 17 June 2003. Ashanti does not undertake any obligation to update publicly any forward-looking statements discussed in this announcement, whether as a result of new information, future events or otherwise. |
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