공시 • Nov 23
AngloGold Ashanti plc (NYSE:AU) completed the acquisition of Centamin plc (LSE:CEY) from group of shareholders.
AngloGold Ashanti plc (NYSE:AU) agreed to acquire Centamin plc (LSE:CEY) from group of shareholders for $2.5 billion on September 10, 2024. The consideration consists of 82.71 million common equity of AngloGold Ashanti plc at a ratio of 0.071236 per common equity of Centamin plc. A cash consideration valued at $0.125 per share will be paid by AngloGold Ashanti plc. The terms of the Transaction value each Centamin Share at £1.63 ($2.13). As part of consideration, an undisclosed value is paid towards common equity of Centamin plc. Immediately following Completion, it is expected that AngloGold Ashanti Shareholders will own approximately 83.6%., and Centamin Shareholders will own approximately 16.4%, of AngloGold Ashanti's enlarged issued share capital. The transaction is to be effected by means of a court-sanctioned scheme of arrangement under Jersey law and is expected to become effective during Q4 2024.
The cash consideration necessary to satisfy the Transaction in full will be funded from AngloGold Ashanti's existing cash resources and drawings on the AngloGold Ashanti Group's revolving credit facility. The transaction is subject to approval by regulatory board / committee, approval of merger agreement by target board, approval of offer by target shareholders, subject to antitrust regulations and subject to court approval. AngloGold Ashanti has received from the Centamin Directors irrevocable undertakings to vote in favour of the Scheme and the Centamin Resolutions in respect of a total of 2,184,515 Centamin Shares in aggregate, representing 0.188 per cent. of Centamin's total issued share capital. As of October 14, 2024, Egyptian Competition Authority approved the transaction. The Transaction still remains subject to the waiver or satisfaction of the remaining Conditions. The expected completion of the transaction is October 1, 2024 to December 31, 2024. As on October 28, 2024, The transaction has been approved by Centamin Shareholders at the Court Meeting and at the General Meeting, majority in number of Scheme Shareholders who voted in favour of the resolution to approve the Scheme. As on November 20, 2024, The boards of Centamin plc and AngloGold Ashanti plc are pleased to announce that the Jersey Court has today sanctioned the scheme of arrangement between Centamin and the Scheme Shareholders. The Scheme remains conditional on, and will become Effective upon, the delivery of a copy of the Court Order to the Registrar of Companies for registration, which is expected to occur on November 22, 2024.
Ben Davies, Geoff Iles, George Close-Brooks, Abhi Khabra, Sid Rishi of Merrill Lynch International acted as fairness opinion provider for Centamin plc. Gary Mattan, Tom Rider, Pascal Lussier-Duquette, Nick Macann of BMO Capital Markets Limited acted as fairness opinion provider for Centamin plc. Ben Davies, Geoff Iles, George Close-Brooks, Abhi Khabra, Sid Rishi of Merrill Lynch International acted as financial advisor for Centamin plc. Gary Mattan, Tom Rider, Pascal Lussier-Duquette, Nick Macann of BMO Capital Markets Limited acted as financial advisor for Centamin plc. Gordon Dyal, Stefan Grimbacher, Matt Strain of Gordon Dyal & Co. Advisory Group LP acted as financial advisor for AngloGold Ashanti plc. Daniel Simons and John Holme of Hogan Lovells advised Goldman Sachs on the transaction. Nimesh Khiroya, David Hammond, Charles Tongue, Warren Stables of Goldman Sachs International acted as financial advisor for AngloGold Ashanti plc. David Watkins, Harry Hecht, William Turtle, Jessica Staples, Phil Linnard, Gareth Miles and Matthew Tobin of Slaughter and May acted as legal advisor for AngloGold Ashanti plc. Norton Rose Fulbright LLP acted as legal advisor for Centamin plc. Computershare Investor Services (Jersey) Limited acted as registrar to Centamin plc. Jakob Rendtorff, Julie Ledermann of Simpson Thacher & Bartlett LLP represented Gordon Dyal & Co., LLC as financial advisor. Cede & Company acted as depository bank to AngloGold Ashanti. Centamin is paying a Financial and corporate broking advice fee of $29.3 million and Legal advice fee of $3.7 million. AngloGold Ashanti is paying Financial and corporate broking advice fee of $19.6 million and Legal advice fee of $10.5 million. Omar Sherif of Shalakany Law Office acted as legal advisor to AngloGold Ashanti. Raulin Amy, Alexander Curry and James Angus of Ogier Legal Limited Partnership acted as legal advisor to Centamin.
AngloGold Ashanti plc (NYSE:AU) completed the acquisition of Centamin plc (LSE:CEY) from group of shareholders on November 22, 2024. The scheme of arrangement between Centamin and the Scheme Shareholders, to implement the recommended cash and share acquisition of the entire issued and to be issued share capital of Centamin by AngloGold Ashanti has now become Effective and, pursuant to the Scheme, the entire issued and to be issued share capital of Centamin is now owned by AngloGold Ashanti. A Scheme Shareholder will be entitled to receive $0.125 in cash and 0.06983 New AngloGold Ashanti Shares for each Centamin Share held. Settlement of the consideration to which any Scheme Shareholder is entitled will be effected as set out in the Scheme Document. Centamin has received conditional approval from the Toronto Stock Exchange for the delisting of the Centamin Shares from the Toronto Stock Exchange, to take effect on November 25, 2024.
