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FORM 20-F/A-1
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OF 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended:
December 31, 2001
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Commission File number 1-14212
ASHANTI GOLDFIELDS COMPANY LIMITED
(Exact name of Registrant as specified in its charter)
N/A
(Translation of Registrant's name into English)
Republic of Ghana
(Jurisdiction of incorporation or organization)
Gold House, Patrice Lumumba Road, Roman Ridge, P.O. Box 2665, Accra, Ghana
(Address of principal executive offices)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which registered
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Global Depositary Receipts New York Stock Exchange
Ordinary Shares, no par value New York Stock Exchange
(for listing purposes only)
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Securities registered or to be registered pursuant to Section 12(g) of
the Act: None
Securities for which there is a reporting obligation pursuant to
Section 15(d) of the Act: None
Indicate the number of outstanding shares of each of the issuer's
classes of capital or common stock as of the close of the period covered by the
annual report:
113,273,627 Ordinary Shares of no par value and
1 Preference Share of no par value
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding twelve months (or for such shorter period that the
Registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days: Yes [X] No [ ]
Indicate by check mark which financial statement item the Registrant
has elected to follow:
Item 17 [ ] Item 18 [X]
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TABLE OF CONTENTS
Page
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . ii
Forward-Looking Statements. . . . . . . . . . . . . . . . . . ii
Unenforceability of Judgments . . . . . . . . . . . . . . . . iii
PART I
Item 1. Identity of Directors, Senior Management and Advisors. . . . . . . . 1
Item 2. Offer Statistics and Expected Timetable. . . . . . . . . . . . . . . 1
Item 3. Key Information. . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Item 4. Information on the Company . . . . . . . . . . . . . . . . . . . . . 9
A. History and Development of the Company . . . . . . . . . . . . . 9
B. Business Overview . . . . . . . . . . . . . . . . . . . . . . . . 12
General. . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Gold Producing Operations. . . . . . . . . . . . . . . . . . 12
Reserves . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Mining Operations. . . . . . . . . . . . . . . . . . . . . . 18
Obuasi - Ghana. . . . . . . . . . . . . . . . . . . . . 18
Bibiani - Ghana . . . . . . . . . . . . . . . . . . . . 23
Iduapriem and Teberebie - Ghana . . . . . . . . . . . . 25
Ayanfuri - Ghana. . . . . . . . . . . . . . . . . . . . 27
Siguiri - Guinea. . . . . . . . . . . . . . . . . . . . 27
Geita - Tanzania. . . . . . . . . . . . . . . . . . . . 30
Freda-Rebecca - Zimbabwe. . . . . . . . . . . . . . . . 33
Exploration. . . . . . . . . . . . . . . . . . . . . . . . . 35
Mine Development . . . . . . . . . . . . . . . . . . . . . . 37
The Gold Market. . . . . . . . . . . . . . . . . . . . . . . 38
Ghana. . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
Regulations and Leases . . . . . . . . . . . . . . . . . . . 41
Environmental Matters. . . . . . . . . . . . . . . . . . . . 47
Glossary of Terms. . . . . . . . . . . . . . . . . . . . . . 49
C. Organizational Structure. . . . . . . . . . . . . . . . . . . . . 53
D. Property, Plant and Equipment. . . . . .. . . . . . . . . . . . . 53
Item 5. Operating and Financial Review and Prospects . . . . . . . . . . . . 53
Item 6. Directors, Senior Management and Employees . . . . . . . . . . . . . 73
Item 7. Major Shareholders and Related Party Transactions. . . . . . . . . . 85
Item 8. Financial Information. . . . . . . . . . . . . . . . . . . . . . . . 87
Item 9. The Offer and Listing. . . . . . . . . . . . . . . . . . . . . . . . 88
Item 10. Additional Information . . . . . . . . . . . . . . . . . . . . . . . 90
Item 11. Quantitative and Qualitative Disclosures About Market Risk . . . . . 107
Item 12. Description of Securities Other than Equity Securities . . . . . . . 116
PART II
Item 13. Defaults, Dividend Arrearages and Delinquencies. . . . . . . . . . . 117
Item 14. Material Modifications to the Rights of Security Holders and Use of
Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 117
Item 15. Reserved . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 117
Item 16. Reserved . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 117
PART III
Item 17. Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . 117
Item 18. Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . 117
Item 19. Exhibits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 117
i
INTRODUCTION
The financial data included herein have, unless indicated, been derived
from, and should be read in conjunction with, the consolidated financial
statements of Ashanti Goldfields Company Limited. The Company prepares its
financial statements in accordance with generally accepted accounting principles
in the United Kingdom ("UK GAAP") which differ in certain significant respects
from generally accepted accounting principles in the United States ("US GAAP").
See Note 31 of the notes to the consolidated financial statements for a
discussion of the principal differences between UK GAAP and US GAAP. Unless
otherwise stated or the context otherwise requires, all references herein to
"US$" or "dollars" are to United States dollars, all references herein to "c" or
"cedis" are to Ghana cedis, the lawful currency of Ghana, all references to
"pounds", 'L' or "pence" are to the lawful currency of the United Kingdom;
all references to "Z$" are to the lawful currency of Zimbabwe, and all
references to "C$" are to the lawful currency of Canada.
All references herein to "Ashanti", the "Company", the "Group" or the
"Ashanti Group" are to Ashanti Goldfields Company Limited and, as the context
requires, its consolidated subsidiaries and interests in joint ventures.
The Company earns all of its revenues in US dollars and the majority of
the Company's transactions are in US dollars or based on US dollars. As a
result, the Company publishes its financial statements in US dollars.
All references herein to "tonnes" are to metric tonnes.
Forward-Looking Statements
This annual report contains a number of statements relating to plans,
forecasts, and future results of Ashanti that are considered "forward looking
statements" as defined in the United States Private Securities Litigation Reform
Act of 1995 including but not limited to the Rights Issue (see Item 5 "Operating
and Financial Review and Prospects - Liquidity and Capital Resources"), the
restructuring of Ashanti's hedge book, extensions of margin-free trading
arrangements, future working capital, future production levels and operating
costs and plans for diversification. Ashanti may also make written or oral
forward looking statements in its presentations in its periodic reports and
filings with the various regulatory authorities, in its annual report to
shareholders, in its offering circulars and prospectuses, in press releases and
other written materials and in oral statements made by its officers, directors
or employees to third parties. These forward looking statements include
statements about Ashanti's beliefs, hopes, projections and expectations, and may
include statements regarding future plans, objectives or goals, anticipated
production or construction commencement dates, construction completion dates,
working capital, expected costs, production output, the anticipated productive
life of mines, projected cashflows, debt levels, and mark-to-market values of
and cashflows from the hedgebook.
Such statements are based on current plans, information, intentions,
estimates and projections and certain external factors which may be beyond the
control of Ashanti and, therefore, undue reliance should not be placed on them.
These statements are subject to risks and uncertainties that could cause actual
occurrences to differ materially from the forward looking statements, such as
the risks that the restructuring of Ashanti's hedge book may not be able to
proceed as hoped and Ashanti may not be able to achieve the levels of production
and operating costs it has projected.
Ashanti can give no assurances that such results, including the actual
production or commencement dates, construction completion dates, costs or
production output or anticipated life of the projects and mines, projected
cashflows, debt levels, and mark-to-market values of and cashflows from the
hedgebook, and projections of the conditions under which a particular hedge
counterparty might be permitted to make margin calls discussed will not differ
materially from the statements contained in this report. Such forward looking
statements are not guarantees of future performance and involve known and
unknown risks, uncertainties and other factors collectively referred to as "Risk
Factors", many of which are beyond the control of Ashanti, which may cause
actual results to differ materially from those expressed in the statements
contained in this report. These Risk Factors include leverage, gold price
volatility, hedging operations, reserves estimates, exploration and development,
mining, yearly output, power supply, Ghanaian political risks,
ii
environmental regulation, labour relations, general political risks, control by
principal shareholders, Ghanaian Statutory provisions, dividends, litigation and
Rights Issue risk. For example, future revenues from projects or mines described
herein will be based in part upon the market price of gold, which may vary
significantly from current levels. Such variations, if materially adverse, may
impact the timing or feasibility of the developments of a particular project or
the expansion of specified mines.
Other factors that may affect the actual construction or production
commencement dates, costs or production output and anticipated life of mines
include the ability to profitably produce and transport gold extracted therefrom
to applicable markets, the impact of foreign currency exchange rates, the impact
of any increase in the costs of inputs, and activities by governmental
authorities where such projects or mines are being explored or developed,
including increases in taxes, changes in environmental and other regulations and
political uncertainty.
Likewise the cashflows from and mark-to-market values of the hedgebook
can be affected by, amongst other things, gold price volatility, US interest
rates, gold lease rates and active management of the hedgebook.
Forward looking statements speak only as of the date they are made, and
Ashanti undertakes no obligation to update publicly any of them in light of new
information or future events.
Unenforceability of Judgments
The Company is incorporated in the Republic of Ghana with limited
liability. With the exception of two non-executive directors, all of the
directors and officers of the Company reside outside the United States. All or a
substantial portion of the assets of these persons and of the assets of the
Company are located outside the United States. As a result, it may not be
possible for investors to effect service of process within the United States
upon such persons or to enforce against them in US courts judgments obtained in
such courts predicated upon the civil liability provisions of United States
federal securities laws. The principal statute governing proceedings before the
Ghanaian courts is the Courts Act, 1993 (the "Courts Act"), which includes
provisions relating to the enforcement of foreign judgments in Ghana. Under the
Courts Act, it is possible to enforce a judgment obtained outside Ghana if,
among other things, the courts of the country in which the judgment was given
have been specifically recognized for the purposes of the Courts Act.
The High Court of England is specifically recognized for the purposes
of the Act and the judgment of that court can be registered in Ghana. The courts
of the United States are not recognized for the purposes of the Courts Act. Even
if the relevant conditions to registration are satisfied, the High Court retains
discretion not to register judgment. In addition, any sum payable in a currency
other than the cedi under a judgment given outside Ghana will only be registered
in Ghana as if it were a judgment for a cedi amount. The Company has been
advised by Tetteh & Co., its Ghanaian counsel, that Ghanaian law provides that
the rate of exchange used in calculating the corresponding cedi amount will be
the rate prevailing at the date of the original judgment but that it is
currently the practice of Ghanaian courts to use the rate prevailing at the date
of final payment of the original judgment. Apart from the legislative
provisions, at common law a judgment obtained outside Ghana may be enforced by
bringing an action in Ghana based on that judgment. In that case, the right to
bring the action would not depend on whether or not the foreign court in which
the judgment was given has been specifically recognized under the Courts Act.
The Company has been advised by Tetteh & Co. that the Ghanaian courts would not
directly enforce any judgment obtained before a court in the United States. A
separate action must be brought before the Ghanaian courts in order to give
effect to a United States judgment.
iii
PART I
Item 1. Identity of Directors, Senior Management and Advisors
Not applicable.
Item 2. Offer Statistics and Expected Timetable
Not applicable.
Item 3. Key Information
A. Selected Financial Data
The selected consolidated financial data presented below should be read
in conjunction with the audited consolidated financial statements of Ashanti
Goldfields Company Limited and the notes to those statements and "Operating
and Financial Review and Prospects "included elsewhere in this filing.
The selected consolidated financial data presented below at December
31, 2001 and 2000 and for each of the periods in the three-year period ended
December 31, 2001, have been derived from the audited consolidated financial
statements of the Company and the notes thereto that are included elsewhere in
this annual report. The selected consolidated financial data presented below at
December 31, 1999, 1998 and 1997 and for the years ended December 31, 1998 and
1997 have been derived from the audited consolidated financial statements of the
Company and the notes thereto that are not included in this annual report.
Ashanti Goldfields Company Limited prepares its consolidated financial
statements in accordance with UK GAAP, which differs in certain significant
respects from US GAAP.
12 Months 12 Months 12 Months 12 Months 12 Months
to Dec. 31, to Dec. 31, to Dec. 31, to Dec. 31, to Dec. 31,
2001 2000 1999 1998 1997
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(in US$ millions except
dividend and per share numbers)
PROFIT AND LOSS ACCOUNT DATA(1)
Amounts in accordance with UK GAAP:
Revenue 477.7 582.2 582.1 600.3 531.3
Operating profit/(loss) 96.8 (126.1) 17.2 90.3 78.9
Profit/(loss) attributable to shareholders 62.7 (141.1) (183.9) 40.7 53.7
Earnings/(loss) per share(2) 0.56 (1.25) (1.64) 0.37 0.50
Diluted earnings/(loss) per share 0.55 (1.79) (1.76) 0.37 0.50
Dividends per share - (US$)(3) -- -- -- 0.10 0.325
- (cedi)(3) -- -- -- 233 730
Amounts in accordance with US GAAP:
Revenue 474.5 582.2 582.1 600.3 531.3
Operating profit/(loss) 61.4 (407.9) (254.4) (74.2) 58.5
Net profit/(loss) before extraordinary
items and cumulative effect of an
accounting change 33.1 (349.1) (336.2) 7.3 45.3
Net profit/(loss) before extraordinary items 65.4 (349.1) (336.2) 7.3 45.3
Net profit/(loss) 65.4 (349.1) (335.4) 12.1 48.2
Earnings per share (US$):
Basic:
Earnings/(loss) per share before extraordinary
items and cumulative of an accounting change 0.30 (3.11) (3.02) 0.07 0.42
Cumulative effect of an accounting change 0.28 -- -- -- --
Extraordinary items -- -- 0.01 0.04 0.02
Earnings/(loss) per share 0.58 (3.11) (3.01) 0.11 0.44
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1
12 Months 12 Months 12 Months 12 Months 12 Months
to Dec. 31, to Dec. 31, to Dec. 31, to Dec. 31, to Dec. 31,
2001 2000 1999 1998 1997
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(in US$ millions except
dividend and per share numbers)
Diluted:
Earnings/(loss) per share before
extraordinary items and cumulative
effect of an accounting change 0.29 (3.11) (3.02) 0.07 0.42
Cumulative effect of an accounting change 0.28 -- -- -- --
Extraordinary items -- -- 0.01 0.04 0.02
Earnings/(loss) per share 0.57 (3.11) (3.01) 0.11 0.44
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12 Months 12 Months 12 Months 12 Months 12 Months
to Dec. 31, to Dec. 31, to Dec. 31, to Dec. 31, to Dec. 31,
2001 2000 1999 1998 1997
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(in US$ millions except
dividend and per share numbers)
BALANCE SHEET DATA(1)
Amounts in accordance with UK GAAP:
Total assets 890.8 936.2 1,337.4 1,489.3 1,359.3
Long-term borrowings 300.6 358.5 423.2 414.3 491.5
Net assets 340.3 278.8 392.3 553.2 521.1
Equity shareholders' funds 338.3 274.7 391.2 549.4 520.2
Stated capital 545.2 544.3 544.3 518.6 515.6
Number of ordinary shares as adjusted
to reflect changes in capital
(million shares) 112.1 112.4 111.4 108.7 108.4
Amounts in accordance with US GAAP:
Total assets 887.3 878.0 1,560.3 1,876.9 1,821.7
Long-term borrowings 300.6 358.5 445.2 431.3 487.3
Net assets 310.5 182.4 528.4 845.9 839.8
Shareholders' equity 308.5 178.3 527.3 842.1 838.9
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NOTES:
(1) The consolidated financial statements of the Company are prepared in
accordance with UK GAAP, which differs in certain significant respects from
US GAAP. Details of the principal differences between UK GAAP and US GAAP
relevant to the Company are set out in Note 31 to the consolidated
financial statements.
(2) Based on profit after tax and minority interests and weighted average
number of shares outstanding of 112.1 million shares for the 12 months to
December 31, 2001, 112.4 million for the 12 months to December 31, 2000,
111.4 million for the 12 months to December 31, 1999, 108.7 million for the
12 months to December 31, 1998 and 108.4 million for the 12 months to
December 31, 1997.
(3) No interim dividend was paid in respect of the year ended December 31,
2001, 2000, 1999 and 1998 (1997: US$0.125). No final dividend is proposed
for 2001 (2000: Nil, 1999: Nil, 1998: US$0.10, 1997: US$0.20). The local
currency equivalents have been converted at the prevailing cedi exchange
rates.
B. Capitalization and Indebtedness
Not applicable.
C. Reasons for the Offer and Use of Proceeds
Not applicable.
2
D. Risk Factors
Leverage
Following the Cash Redemption Alternative, Ashanti remains relatively
highly leveraged. The US$218.6 million Existing Notes and the balance of US$48
million of the Existing RCF have been replaced by the Enlarged RCF and US$75
million issue of Mandatorily Exchangeable Notes ("MENs"). For a description of
the Cash Redemption Alternative (see Item 5 "Operating and Financial Review and
Prospects - Liquidity and Capital Resources"). The MENs which have been issued
will be treated as debt until exchange into ordinary shares of no par value in
Ashanti ("Ordinary Shares" or "Ashanti Shares"). If Ashanti is unable to
complete a Rights Issue (see Item 5 "Operating and Financial Review and
Prospects - Liquidity and Capital Resources") or if shareholders do not vote in
favour of the exchange of the MENs into Ordinary Shares, the MENs will remain as
debt until redemption. In such circumstances, there is a risk that Ashanti's
leverage will remain relatively high resulting in interest accruing on the MENs,
limits on availability of other financing, vulnerability to downturns, inability
to pursue other business opportunities. In addition, the fixed interest rate
Existing Notes have been replaced with variable rate bank debt. The Company is
therefore more exposed to an increase in general interest rates.
Gold Price Volatility
The Company's profitability, viability, cash flow and ability to pay
capital expenditure can be significantly affected by changes in the market price
of gold. Historically, gold prices have fluctuated widely and are affected by
numerous industry factors, such as demand for precious metals, forward selling
by producers, sales and purchases of gold by central banks, and production and
cost levels in major gold-producing regions such as South Africa, Australia, the
United States and the countries of the former Soviet Union. Moreover, gold
prices are also affected by macroeconomic factors such as expectations for
inflation, interest rates, currency exchange rates and global or regional
political and economic situations. Gold market prices are also affected by
worldwide production levels which have increased in recent years.
The price of gold is affected by supply and demand factors. However,
these factors may not influence the price of gold as markedly as they do in
other commodity markets owing to the non-market related central bank sales. The
potential supply of gold consists of new mine production plus existing stocks of
bullion and fabricated gold held by governments, central banks, financial
institutions, industrial organisations and individuals. The demand for gold
stems from jewellery demand and industrial uses.
Because mine production in any single year constitutes a small portion
of the total supply of gold, normal variations in current production do not
necessarily have a significant effect on the supply of gold or its price. In
addition, the price of gold has on occasion been subject to very rapid
short-term changes because of a number of factors including actions taken by
central banks and financial institutions, economic conditions, announcements
made by and in respect of certain gold producers, movements in US interest and
gold lease rates, speculative activities and market concerns about peace and
stability. If gold prices should decline below the Company's cash costs of
production and remain at such levels for any sustained period, the Company could
determine that it is not economically feasible to continue the commercial
production of gold.
The volatility of gold prices is illustrated in the following table
which sets forth the annual high, low and average of the afternoon gold price
fixed by the London Gold Market ("London P.M. fix") for the period to June 28,
2002.
3
High Low Average
Year US$ US$ US$
--------------------------------------------------------------
1985 341 284 317
1986 438 326 368
1987 500 390 446
1988 484 395 437
1989 416 356 381
1990 424 346 383
1991 403 344 362
1992 360 330 344
1993 406 326 360
1994 396 370 384
1995 396 327 384
1996 416 368 388
1997 368 281 330
1998 313 273 294
1999 326 253 279
2000 313 264 279
2001 293 256 271
2002 to September 17, 2002 327 278 305
Source of Data: Metal Week
Although the Company conducts hedging operations to reduce the risk
associated with gold price volatility, there is a risk that the Company's
hedging strategy will not be successful. See "Hedging Operations" below and Item
11 "Quantitative and Qualitative Disclosures About Market Risk".
Hedging Operations
The Company engages in hedging transactions. The Company uses various
types of instruments in its hedging activities, which include forward sales,
options, and lease rate swaps. See Item 11 "Quantitative and Qualitative
Disclosures About Market Risk" for a discussion of the various instruments used
by the Company. To the extent that the Company hedges its gold production, it
may not fully participate in increases in the spot price of gold on the portion
of its production that is hedged.
The cash flows from and mark-to-market values of the hedge book can be
affected by factors such as gold price volatility, US interest rates, lease
rates and market conditions, which are generally outside the control of the
Company. The Company's hedging transactions are now entitled to continuing
margin free trading arrangements in accordance with New Margin Free Trading
Letter with Ashanti's Hedge Counterparties (the "New MFTL") (see Item 5
"Operating and Financial Review and Prospects - Liquidity and Capital
Resources"). The New MFTL provides that, amongst other things, any existing
rights to call for margin will be cancelled and no new hedging agreements will
benefit from rights to call for margin. If these provisions and certain other
provisions are breached, or if Ashanti is no longer in compliance with the hedge
policy which is currently in place or if the hedge policy is amended other than
with the approval of an appropriate majority of the Hedge Counterparties, then
the Hedge Counterparties will have a right to terminate their hedging agreements
with the Ashanti Group.
Under the New MFTL Ashanti has agreed to comply with the revised
hedging policy (see Item 11 "Quantitative and Qualitative Disclosures About
Market Risk"). There can be no certainty that the affairs of the Ashanti Group
can be managed such that there will not be an event in the future which gives
rise to termination rights under the New MFTL.
In addition to the New MFTL Ashanti's relationships with its hedge
counterparties (the "Hedge Counterparties") with whom it has outstanding
derivatives are governed by 1992 ISDA Master Agreements. These agreements
contain, amongst other things, certain events of default and
4
termination events which could lead to early close-outs of hedges and in some
cases a cross default under the other facilities of the Company. The events of
default and termination events in such agreements include failure to pay, breach
of the agreement, misrepresentation, default under Ashanti's loans or other
hedging agreements, bankruptcy, merger without assumption and merger where the
creditworthiness of the resulting, surviving or transferee entity is materially
weaker. The ISDA Master Agreements do not make express provisions for who would
determine whether the creditworthiness of the resulting, surviving or transferee
entity in a merger was materially weaker or the factors that would be taken into
consideration in such a determination. If Ashanti and the relevant hedge
counterparty or counterparties were unable to agree in this respect, the issue
would be decided by a court or arbitral body applying English law. In the event
of such an early termination, the cash flows from the affected hedge instruments
would cease and Ashanti and the relevant hedge counterparty would settle all of
their obligations at that time. In that event, there could be a lump sum payment
either to or by Ashanti. The magnitude and direction of such a payment would
depend upon, among other things, the characteristics of the particular hedge
instruments that were terminated and the market conditions at the time of
termination. If such a payment were sufficiently large, it could materially
adversely affect the financial condition of Ashanti. A full discussion of the
effect of market conditions on the hedge book is set out in Item 11
"Quantitative and Qualitative Disclosures About Market Risk" - "Hedge Book
Sensitivities".
Reserves Estimates
The Company has prepared the ore reserve figures presented in this
document in accordance with industry practice. However, such figures are
estimates and there is a risk that the indicated amount of gold might not be
recovered. Reserve estimates may require revisions based on actual production
experience and increases in costs. Further, a decline in the market price of
gold may render ore reserves containing relatively lower grades of gold
mineralisation uneconomical to recover and may ultimately result in a
restatement of the Company's reserves. In recent years, the Company has restated
its reserves as a result of the decrease in the gold price. There is a risk that
the Company will have to restate its reserve estimates in the future as a result
of further decreases in the gold price or increases in costs. A downward
restatement of reserve estimates could have a negative impact on the lives of
mines and future production levels which in turn could reduce future income.
Exploration and Development Risks
To maintain gold production into the future beyond the life of the
current reserves or to increase production materially above projected levels,
the Company will be required to discover further reserves. Exploration for gold
is speculative in nature, involves many risks and frequently is unsuccessful.
Any gold exploration programme entails risks relating to the location of
economic orebodies, the development of appropriate metallurgical processes, the
receipt of necessary governmental permits and the construction of mining and
processing facilities at any site chosen for mining. There is a risk that the
Company's exploration efforts will not result in the discovery of gold
mineralisation or that any mineralisation discovered will not result in an
increase of the Company's reserves. If reserves are developed, it can take a
number of years and substantial expenditures from the initial phases of drilling
until production is possible, during which time the economic feasibility of
production may change. There is a risk that the Company will not be able to fund
future expenditure through debt or equity issues for major developments to
maintain production levels in future years. The Company's current proven and
probable contained gold reserves as at December 31, 2001 were approximately 26.1
million ounces prior to making allowance for minority and joint venture
interests. There is a risk that the Company's exploration programmes will not
result in the replacement of current production with new reserves, or that the
Company's development programme will not be able to extend the life of the
Company's existing mining operations or result in any new commercial mining
operations.
Mining Risks
The business of gold mining is subject to certain risks and hazards,
including environmental hazards (for example the collapse of a tailings dam) and
geological uncertainties (for example,
5
collapse of pit wall as occurred at Obuasi and the slip in the pit wall as
occurred at Bibiani), industrial accidents, discharge of toxic chemicals, fire,
and extreme weather conditions. At Obuasi, the Company is heavily reliant on the
availability of the KMS shaft and to a relatively lesser extent KRS and GCS
shafts. Any serious damage to these shafts or any major mechanical failure would
have a significant impact on revenues and also capital expenditures for any
repair work. The occurrence of any of these hazards can delay production,
increase production costs and result in liability for the Company. The Company
insures against certain risks of mining and processing. The Company's ability to
continue to obtain insurance on competitive terms is largely dependant on the
state of the insurance market. The Company's insurance has monetary limits on
both the amounts of such claims and deductibles. The Company may not be able to
maintain these limits, may have to agree to higher deductibles and may not be
able to cover certain types of risk. Additionally, given the nature of the
company some of the risks may be insured in the African insurance market. The
Company does not, however, currently insure against environmental liabilities
and is not able to obtain insurance for certain movements of bullion. The
Company may become subject to liability for pollution or other hazards against
which it has not insured or cannot insure, including those in respect of past
mining activities. The Company is using mining contractors at a number of its
mines to mine the ore. The Company does not own all the mining equipment at
these sites. The Company may face disruption in the event of any of the mining
contractors having financial difficulties or should the Company seek either to
renegotiate the mining contract or to replace the existing contractor.
Yearly Output
The actual amount of the Company's gold production in any year will be
affected by a number of factors, including the ability of the Company's mining
operations and infrastructure to produce the required tonnages of ore,
acquisition by the Company of gold mining properties, the grade of ore available
to be mined and the Company's ability to control the grade of such ore, the
amenability of the ore being mined to the Company's processing methods, the
absence of disturbances affecting mining and processing such as industrial
strikes, fire, drought, floods and disturbances in fuel and power supply, delays
in procurement and equipment failure. In the past, the Company's annual gold
production has been affected by these and other factors and, as a result, there
is a risk that the Company will not be able to produce at its budgeted levels in
any financial year. In particular, a shortage of rainfall may impact on power
supplies and therefore on production. The Company will also always lose some
gold through the activities of indigenous miners and theft by employees,
although measures are implemented by the Company to restrict these losses and to
make sure that their activities do not adversely affect production. Production
could be severely disrupted by the breakdown of, or where unscheduled
maintenance is required on, certain items of mining or processing equipment.
Power Supply
Substantial portions of the Company's mining operations in Ghana are
dependent for their electricity supply on hydro-electric power supplied by the
Volta River Authority ("VRA"), an entity controlled by the Government of Ghana
(the "Government"), although the Company also has access to VRA electricity
supply from a recently constructed smaller thermal plant. The VRA's principal
electricity generating facility is the Akosombo Dam and during periods of
extended drought the operations of the Akosombo Dam and electricity supplies may
be curtailed as experienced by the Company in 1998. In addition, electricity
supplied to the Company has been subject to voltage fluctuations, which can
damage equipment used by Ashanti in its operations. Other than short-term
stand-by generators, the Company has no means of obtaining alternative power in
the event of a supply shortage from the VRA. Mining operations in Guinea and
Tanzania are dependent on power supplied by outside contractors and for supplies
of fuel and other bulk consumables such as cement and cyanide being delivered by
road. Disruptions to power supply and production loss have occurred as a result
of equipment failure. Supplies may be curtailed in the event of floods or other
adverse conditions and there is a risk that this will affect production.
6
Ghanaian Political Risks
The Company is a Ghanaian company whose principal operations and
headquarters are in Ghana and a substantial portion of the Company's gold
production is mined in Ghana. Although political conditions in Ghana have been
stable in comparison with those in many other African states, it has a history
of political instability and both the economy and the political system, and
hence future government policy, may be considered relatively uncertain.
Presidential and parliamentary elections were conducted under the present
constitution in 1992, 1996 and 2000. The possibility that a Ghanaian government
may adopt substantially different policies in the future, which might extend to
the renationalisation of privatised assets and the modification of the
regulatory or fiscal regime governing mining companies in Ghana, cannot be ruled
out. The policies of the Government will from time to time be influenced by
economic and political considerations so there is a risk that the current
policies of the present Government of Ghana will not be continued in their
present manner. See Item 4B "Information on the Company - Business Overview -
Ghana".
Environmental Regulation
The countries in which Ashanti operates do not currently have fully
developed systems of environmental regulation. The Company anticipates that
these countries may adopt more stringent regulations in the future which could
adversely affect operational flexibility and costs. Additionally there could be
a requirement for the Company to provide for reclamation in the form a cash
deposit or financial guarantee. In particular, new environmental rules could
restrict the Company from mining certain areas, particularly mining in
designated forest areas.
Labour Relations
The Company relies to a large degree on a unionised work force.
Management views its relations with its employees and their labour unions as
generally good. However, in 1999 it experienced strikes at its Obuasi mine, and
in 2000 at its Freda-Rebecca mine, and there is a risk that strikes or other
types of conflict with unions or employees that may have a material adverse
effect on the Company may occur in the future.
General Political Risks
Outside Ghana, the Company is actively engaged in exploration projects
throughout Africa and in mining projects in Zimbabwe, Tanzania and Guinea.
Political instability and economic uncertainty characterise many of these
countries. In these countries, government policy may be unpredictable, and the
institutions of government may be unstable and may be subject to rapid and not
necessarily peaceful change. The Company's activities in these countries might
also be adversely affected by any sanctions against the country, new rules
against foreign investors and worker unrest as a result of any such political
change. At the moment Zimbabwe is going through substantial political upheaval.
Any existing or new mining project carried on by the Company outside
Ghana will be subject to various national and local laws, policies and
regulations governing the prospecting, developing and mining of mineral
resources and taxation, exchange controls, employee relations, health and
safety, environment and other matters. Any investment by the Company outside
Ghana will require approval under Ghanaian exchange control regulations. See
Item 10D "Additional Information - Exchange Controls". There is a risk that any
necessary permits, authorisations and agreements to implement planned projects,
to remit monies and to maintain foreign currency in offshore accounts will not
be obtained under conditions or within time frames that make such plans
economic, or that applicable laws or the governing political authorities will
change and that any such change could have a material adverse effect on the
Company.
Control by Principal Shareholders
Following the exercise of the Warrants on June 28, 2002 (see Item 5
"Operating and Financial Review and Prospects - Liquidity and Capital
Resources"), approximately 28.4% of the issued share capital is held by Lonmin
Plc ("Lonmin"), and approximately 17.4% is held by the Government of Ghana. The
Government of Ghana also holds the Golden Share (see Item 10 "Additional
Information - B. Regulation of the Company"), which provides the Government of
7
Ghana with a right of veto in respect of certain specified changes regarding the
Company. If Lonmin and the Government of Ghana vote in the same manner on any
matter requiring approval of a simple majority of the outstanding Ordinary
Shares, they will materially influence whether such matter will be approved or
defeated, as the case may be. In addition, Lonmin and the Government of Ghana
may be able to preclude any take-over or proxy contest.
The Government of Ghana has through the Mining Law (see Item 4B
Information on the Company "Business Overview - Regulations and Leases - Ghana -
Minerals and Mining Law") the power to object to a person becoming or remaining
a "shareholder controller", "majority shareholder controller" or an "indirect
shareholder controller" of the Company if they consider that the public interest
would be prejudiced. Relations with the Government were strained during the
period of Ashanti's hedge crisis in late 1999 and early 2000. The Government of
Ghana has had substantial influence over and continues to take a keen interest
in the Company; the interests that the Government of Ghana may seek to protect
may at certain times differ from those of certain shareholders.
Under the agreements entered into as part of the Cash Redemption
Alternative, namely the Lonmin MENs Subscription Agreement, the Government MENs
Subscription Agreement and the Put Option (together see Item 10 "Additional
Information - C. Material Contracts" and Item 5 "Operating and Financial Review
and Prospects - Liquidity and Capital Resources"), there is a possibility that
Lonmin's shareholding could rise to a maximum of approximately 45.4%. Ashanti
has also entered into certain undertakings as described in the Lonmin MENs
Subscription Agreement, see Item 10 "Additional Information - C. Material
Contracts"). These include restrictions without Lonmin's prior consent on
certain share issues and restrictions on effecting the Rights Issue at below
US$5.40 per Share if that would be a discount of more than 5% to the current
market value of an Ordinary Share.
Ghana Company Law
Ashanti is a Ghanaian company and thus regulated by Ghana law and
subject to the jurisdiction of the Courts of Ghana. Although this law is based
substantially on English company law, the decisions of the English Courts may
not be followed in reaching the judgement of an issue in Ghana. In early 2000, a
legal action was commenced against the Company with a view to a general meeting
being convened at short notice so as to replace the then board of directors; an
injunction was also sought to prevent the Company from, among other things,
entering into the US$100 million financing. The orders made by the Ghanaian High
Court for the convening of an extraordinary general meeting of the Company and
the injunction prohibiting the Company from entering into the US$100 million
financing were by the consent of the Plaintiffs and the Company withdrawn,
rescinded and revoked by the Court rendering the orders void. Although the
orders were vacated in this instance, there is no guarantee that a similar
action will not be brought in the future and the Company might not be successful
in defending it.
Dividend Risk
The Company did not pay dividends with respect to the financial years
1999, 2000 or 2001. As stated in the audited accounts of the legal entity
Ashanti Goldfields Company Limited ("AGC") for the year ended December 31, 2001,
AGC currently has a substantial deficit on distributable reserves. In light of
this deficit, its current financial position and restrictions in its debt
instruments, the Company does not anticipate paying dividends for the
foreseeable future.
Litigation Risk
The Company is subject to litigation, including a consolidated class
action pending in the US alleging misstatements and non-disclosures concerning
the Company's hedging program and seeking unspecified damages. Although the
Company believes that these matters will not adversely affect its business or
financial condition, there is a risk that they could have such an effect.
Risks related to the Rights Issue
As at June 28, 2002, all elements of the Cash Redemption Alternative
have become unconditional. However, Ashanti has undertaken to complete the
Rights Issue within 18 months of
8
June 28, 2002. A decision is yet to be taken on whether the Rights Issue will be
underwritten and the Rights Issue will require the filing and clearing of
prospectus documentation in a number of jurisdictions, including the United
Kingdom and Ghana and a registration statement with the Securities Exchange
Commission ("SEC"). At this time, there is no certainty that this will occur and
accordingly there is a risk that the Rights Issue may not proceed. If the Rights
Issue does not proceed, Ashanti intends to seek the approval of its holders of
Ashanti Shares and holders of depositary interests representing Ashanti Shares
(together the "Securityholders") to enable the MENs to be exchanged in
accordance with their respective terms.
Item 4. Information on the Company
A. History and Development of the Company
The legal name of the Company which is the subject of this 20-F is
Ashanti Goldfields Company Limited ("Ashanti").
Ashanti was incorporated in Ghana, West Africa on August 19, 1974.
Ashanti was incorporated and continues to subsist under the Ghana
Companies Code 1963 (Act 179). The Company's registered office is Gold House,
Patrice Lumumba Road, P.O. Box 2665 Accra, Ghana and its telephone number is 233
21 772190.
In 1897, an English company named Ashanti Goldfields Corporation
Limited ("AGCL") was founded and began to develop a mining concession in the
area of the Company's current operations at Obuasi. Several years later,
underground mining began at the site and has continued to the present. In 1969,
AGCL became a wholly owned subsidiary of Lonrho Plc now called Lonmin, a UK
listed company which had interests in mining, hotels and general trade in
Africa. Following the Lonmin acquisition in 1969, the Government of Ghana
acquired 20% of AGCL from Lonmin in exchange for the Government of Ghana's
agreement to extend the term of the Company's mining lease over the concession
area.
By legislation in 1972, the Government of Ghana increased its interest
in the business of AGCL by forming the Company as a Ghanaian company to take
over the assets, business and functions in Ghana formerly carried out by AGCL.
By virtue of that legislation, the Government of Ghana obtained a shareholding
of 55% in the Company with Lonmin holding the remaining 45%.
In 1994, as part of its divestiture policy, the Government of Ghana
sold part of its holding of Ashanti Shares in a global offering. In connection
with that offering, the Company was reorganized as a Ghanaian public limited
company. The reorganization included the issuance of the Golden Share to the
Government of Ghana to enable it to safeguard the national interest. In 1998,
Lonmin divested its non-mining businesses to a separately listed company, Lonrho
Africa plc. The mining businesses and investments remained within Lonmin. These
businesses principally consist of platinum mining and refinery operations in
South Africa, and Ashanti Shares. As at December 31, 2001, the Government of
Ghana owned approximately 20% and Lonmin owned approximately 32% of the
outstanding Ashanti Shares. See Item 3D "Key Information - Risk Factors -
Control by Principal Shareholders".
In 1996, the Company expanded its operations through the acquisition of
Cluff Resources plc ("Cluff"), International Gold Resources ("IGR"), Ghana Libya
Arab Mining Company Limited ("GLAMCO") and Golden Shamrock Mines Limited ("GSM")
as a result of which it acquired the Ayanfuri, Bibiani, Iduapriem, Siguiri, and
Freda-Rebecca mines and part of its interest in the Geita concession.
In 1998, Ashanti acquired SAMAX Gold Inc. ("SAMAX") for a total
consideration of US$140.1 million. The principal asset of SAMAX was the other
part of the interest in the Geita concession in Tanzania adjacent to Ashanti's
existing licence area and a 50% interest in the Golden Pride mine which was
subsequently sold in 1999 for US$2.0 million. The sales agreement also provides
for consideration amounting to US$12 million that is contingent on the upward
increase of the price of gold.
9
In September and October of 1999, as a result of the short-term rise in
the price of gold the Company was faced with potential margin calls from its
Hedge Counterparties, which the Company could not meet, which caused a short
term liquidity crisis. In October 1999, the Company entered into a temporary
standstill arrangement with its banks and its Hedge Counterparties. Agreement
was reached with the Hedge Counterparties in the Warrant Commitment Letter (see
Item 10, Additional Information - C. Material Contracts) exempting the Company
from the requirements to post margin on any of its contracts up to December
2002, subject to the Company satisfying certain conditions and complying with
certain covenants. The Warrant Commitment Letter also provided that for the
calendar year 2003, Ashanti's margin limits were to be twice the levels as at
October 30, 1999 and for calendar year 2004, Ashanti's margin limits were to be
one and a half times the levels as at October 30, 1999. In exchange, the Company
agreed to an issue of warrants by a wholly-owned subsidiary to subscribe for
mandatorily exchangeable securities, exchangeable on exercise into approximately
15% of the Company's share capital (assuming full exercise of the warrants) at
US$4.75 per Ashanti share. The subscription price was subsequently revised to
US$3 per Ashanti share. However, the Company continued to experience a liquidity
crisis due to the fact that it had not been able to secure the additional
financing it needed to develop Geita, nor to close out hedge contracts.
The Board of Ashanti reviewed several potential long-term solutions to
the crisis and, following discussions with the Government of Ghana and Ashanti's
bank group (consisting of lending banks and Hedge Counterparties) the solution
which the Company believed would be acceptable to its shareholders was to secure
a new US$100 million debt facility to enable the completion of the Geita mine
and to secure the sale of a 50% joint venture interest in Geita in order to
reduce debt levels.
In February 2000, the Company entered into agreements to assist it in
overcoming its financial difficulties. These agreements provided a short-term
debt facility of US$100 million to complete the Geita project and for general
working capital purposes, the renewal of the US$270 million revolving credit
facility (the "Existing RCF"), which was most recently amended and restated in
December 2001 and has been replaced by the current Revolving Credit Facility
(the "Enlarged RCF" as defined below), and an agreement with its Hedge
Counterparties to retain the benefits of hedge protection, without any margin
limits for the period to December 31, 2002.
In June 2000, the Company acquired the Teberebie gold mine which is
located adjacent to Ashanti's Iduapriem gold mine from Pioneer Gold Inc. for a
total acquisition cost of US$14.9 million.
On June 26, 2000, the Company announced the signing of an agreement for
the sale to AngloGold Limited ("AngloGold") of a 50% joint venture interest in
the Geita project (the "Geita Joint Venture"). The proceeds from the sale were
US$207.8 million. In addition, the provision of project finance from a syndicate
of banks of US$135 million was arranged by the joint venture parties, which was
used to repay other loans. The transaction was completed on December 15, 2000.
The proceeds after meeting the costs of the transaction were applied to reduce
the debt of the Company.
On January 25, 2002, the Company announced that it had agreed terms in
principle with an Ad Hoc Committee ("Ad Hoc Committee") of the holders of 5 1/2%
Exchangeable Guaranteed Notes due March 15, 2003 ("Existing Notes") representing
approximately 62% of the outstanding principal of US$218.6 million to a proposed
restructuring of the Existing Notes (the "Proposed Restructuring").
On March 18, 2002 the Company announced that it had reached agreement
by entering into the Interim Margin Free Agreements with its Hedge
Counterparties to continue margin free trading arrangements beyond December
2002, subject to certain conditions being satisfied. See Item 10 "Additional
Information - C. Material Contracts".
On May 14, 2002 the Company entered into a new US$100 million 5 year
Revolving Credit Facility (the "New RCF").
10
On June 28, 2002 the Company announced that it had implemented the Cash
Redemption Alternative and had withdrawn the Proposed Restructuring and
terminated the New RCF. As part of the Cash Redemption Alternative, the Company
entered into a US$200 million 5 year Revolving Credit Facility (the "Enlarged
RCF"), a Warrant Exercise Agreement and subscription agreements in respect of
US$75 million MENs; details of the Cash Redemption Alternative are set out under
Item 5 "Operating and Financial Review and Prospects - Liquidity and Capital
Resources".
On August 15, 2002, Ashanti entered into the New MFTL with each of the
Hedge Counterparties which provides, amongst other things, that any right a
Hedge Counterparty had under any of its existing hedging agreements to call for
margin or otherwise require the provision of any security or collateral are
cancelled.
The following table sets forth the Company's expenditures (including
capitalized exploration) on its properties for the last three years.
2001 2000 1999
US$m US$m US$m
-------------------------------------------------------------------------
Obuasi(1) 30.1 32.6 59.2
Bibiani 1.0 2.8 6.9
Siguiri(2) 7.0 11.6 21.2
Freda-Rebecca 6.8 4.8 10.2
Geita mine construction(3) - 85.7 82.5
Iduapriem 3.6 2.6 2.1
Others 1.1 5.5 6.9
-------------------------------------------------------------------------
49.6 145.6 189.0
-------------------------------------------------------------------------
1. Capital expenditure at Obuasi related principally to the mechanisation of
transportation, hoisting processes and development expenditure for the
underground operations in order to increase ore production as the high cost
surface operations were phased out.
2. Siguiri expenditure in 1999 included US$9.8 million on the completion of
the expansion and US$6.6 million on heap leach development.
3. Expenditure at Geita reflects the construction of the mine which was
completed in June 2000. Following the disposal of 50% of Geita, it is no
longer a subsidiary of Ashanti.
In 2002 the capital expenditure of the Company is projected to be
higher than 2001 due to the CIL plant at Iduapriem/Teberebie being upgraded at a
cost of some US$13 million. These expenditures will be funded principally from
internal resources.
B. Business Overview
General
The Company is engaged primarily in the mining and processing of gold
ores and the exploration and development of gold properties in Africa. In 2001,
the Company produced a total of 1,656,784 ounces of gold and as at December 31,
2001, the Company had proven and probable contained gold reserves of 26.1
million ounces (2000: 25.3 million ounces) before making any allowance for
minority and joint venture interests.
Ashanti occupies a position of strategic significance within the
Ghanaian economy. The Company is a major contributor of foreign exchange
earnings to Ghana. In addition, Ashanti is one of the largest companies listed
on the Ghana Stock Exchange ("GSE") and is a major employer, particularly in the
Ashanti region.
Ashanti's operations are all in Africa and it has major gold mines in
Ghana, Guinea, Tanzania and Zimbabwe.
11
Gold Producing Operations
The Company produced a total of 1,656,784 ounces of gold in the 12
month period ended December 31, 2001, from its gold mining operations at Obuasi,
Bibiani, Iduapriem and Ayanfuri in Ghana, Siguiri in Guinea, Geita in Tanzania
and Freda-Rebecca in Zimbabwe, compared to 1,737,264 ounces in 2000. The reduced
production in 2001 was due mainly to the closure of surface mining operations at
Obuasi, cessation of mining during 2001 at Ayanfuri, and reduced production at
Siguiri and Bibiani.
The Company's oldest and largest mine is located at Obuasi in the
Ashanti region of Ghana. Ashanti has a 100% interest in Obuasi. Gold mining has
been conducted at this site for over 100 years and over that period records show
that Obuasi has produced approximately 27 million ounces of gold. Obuasi
produced 528,451 ounces of gold, principally from underground ore, in the 12
month period ended December 31, 2001, compared to 640,988 ounces from both
underground and surface ores for the previous 12 month period ended December 31,
2000. The proven and probable contained gold reserves at Obuasi were
approximately 12.4 million ounces of gold at December 31, 2001, compared to 11.1
million ounces at December 31, 2000. In 2000, surface mining ceased on the
Obuasi concession and milling operations at the Pompora and Oxide Treatment
Plants were suspended. Gold production is now focused on underground mining and
tailings reclamation operations.
The Bibiani mine, in which Ashanti has a 100% interest, located in the
Western Region of Ghana, re-commenced operations in the first quarter of 1998.
Gold production for the 12 month period ended December 31, 2001 was 253,052
ounces compared to 273,711 ounces for the 12 month period ended December 31,
2000. Since the re-commencement of operations in early 1998, Bibiani has
produced a total of 940,000 ounces of gold. The proven and probable contained
gold reserves at Bibiani at 31 December 2001, totalled approximately 900,000
ounces.
Ashanti has an 80% interest in the Iduapriem gold mine, owned by
Ghanaian-Australian Goldfields Limited ("GAG"), in the Western Region of Ghana.
In June 2000, Ashanti acquired a 90% interest in the Teberebie gold mine, which
is adjacent to Iduapriem. Since the acquisition of Teberebie, the Teberebie ores
have been processed at Iduapriem's Carbon-in-Leach ("CIL") plant. The Teberebie
acquisition has extended the life of the Iduapriem CIL plant by approximately
eight years from 2001 at current production levels. In the 12 month period ended
December 31, 2001, Iduapriem/Teberebie produced 205,130 ounces of gold compared
with 193,868 ounces of gold for the 12 month period ended December 31, 2000. As
at the end of 2001, the Iduapriem/Teberebie mine had produced a total of 1.39
million ounces of gold since start up in 1992. The proven and probable contained
gold reserves at Iduapriem and Teberebie as at December 31, 2001, totalled
approximately 2.1 million ounces of gold.
The Ayanfuri mine, in which Ashanti has a 100% interest, located in
central Ghana, commenced operations in 1994 and since that time has produced a
total of 320,000 ounces of gold. Ayanfuri had exhausted substantially all of its
gold reserves at December 31, 2000 and production continued on a reduced scale
for the first half of 2001 as some small deposits were extracted and old pits
cleared up. In 2001, Ayanfuri produced 11,517 ounces of gold. Mining operations
ceased at the end of the second quarter of 2001 and implementation of a mine
closure plan is currently underway under Obuasi management.
The Siguiri mine, located in the north-eastern part of Guinea,
commenced operations in the first quarter of 1998 and up until the end of 2001
had produced a total of 1.02 million ounces of gold. Ashanti has an 85% interest
in the Siguiri mine. Production for the 12 month period ended December 31, 2001
was 283,199 ounces of gold compared to 303,381 ounces of gold for the 12 month
period ended December 31, 2000. The proven and probable contained gold reserves
as at Siguiri at December 31, 2001, totalled approximately 2.1 million ounces.
The Geita Mine in Tanzania was commissioned in June 2000 and produced a
total of 176,836 ounces of gold during the year 2000. On December 15, 2000,
Ashanti completed the sale to AngloGold Limited of 50% of its interest in the
Geita Mine pursuant to both a sale and purchase agreement and a joint venture
agreement signed between the parties. In the year 2001, the Geita
12
Mine produced a total of 545,562 ounces of gold, bringing the total since the
re-commencement of operations in mid-2000 to approximately 720,000 ounces. As at
December 31, 2001, the Geita Mine had proven and probable contained gold
reserves of approximately 7.7 million ounces.
The Freda-Rebecca gold mine, in which Ashanti has a 100% interest,
began operations in 1988 and since that time has produced in excess of 1.2
million ounces of gold. In 2001, Freda-Rebecca produced 102,654 ounces of gold,
compared to 112,164 ounces of gold in the previous 12 month period ended
December 31, 2000. As at December 31, 2001, Freda-Rebecca had proven and
probable contained gold reserves of approximately 400,000 ounces of gold.
Gold Production Summary
Year to December 31,
2001 2000 1999
--------------------------------------------------------------------------------------
Obuasi
Underground Mining
Ore production ('000 tonnes) 2,507 2,348 2,348
Ore grade (g/t) 7.90 7.87 7.86
Surface Mining
Ore production ('000 tonnes) -- 891 3,035
Ore grade (g/t) -- 4.20 3.03
Waste mined ('000 tonnes) -- 8,907 21,513
Strip ratio(1) -- 10.0 7.1
--------------------------------------------------------------------------------------
Sulphide Treatment Plant
Ore processed ('000 tonnes) 2,394 2,466 2,322
Head grade (g/t) 7.53 6.32 4.97
Recovery (%) 83.5 82.1 76.9
Gold produced (ounces) 482,982 412,824 285,842
--------------------------------------------------------------------------------------
Pompora Treatment Plant
Ore processed ('000 tonnes) -- 787 1,611
Head grade (g/t) -- 8.01 8.31
Recovery (%) -- 82.4 83.0
Gold produced (ounces) 2,470 167,725 357,542
--------------------------------------------------------------------------------------
Oxide Treatment Plant
Ore processed ('000 tonnes) -- 245 1,343
Head grade (g/t) -- 2.85 1.77
Recovery (%) -- 74.2 73.9
Gold produced (ounces) -- 16,683 56,344
--------------------------------------------------------------------------------------
Tailings Treatment Plant
Ore processed ('000 tonnes) 1,666 1,831 1,765
Head grade (g/t) 2.46 2.39 2.31
Recovery (%) 32.7 31.1 33.1
Gold produced (ounces) 42,999 43,756 43,301
--------------------------------------------------------------------------------------
Obuasi Total Processed
Ore processed ('000 tonnes) 4,060 5,329 7,043
Head grade (g/t) 5.45 5.06 4.46
Recovery (%) 74.3 73.9 73.5
Gold produced (ounces) 528,451 640,988 743,111
--------------------------------------------------------------------------------------
Distribution of Obuasi
Production (ounces)
Underground 485,452 493,926 490,013
Surface -- 103,306 209,797
Tailings 42,999 43,756 43,301
Total 528,451 640,988 743,111
--------------------------------------------------------------------------------------
13
Year to December 31,
2001 2000 1999
--------------------------------------------------------------------------------------
Ayanfuri
Mining
Ore production ('000 tonnes) 332 884 1,293
Ore grade (g/t) 1.50 1.50 1.33
Waste mined ('000 tonnes) 1,059 2,988 1,606
Strip ratio 3.2 3.4 1.2
--------------------------------------------------------------------------------------
Heap Leach
Ore stacked ('000 tonnes) 329 1,121 1,392
Head grade (g/t) 1.20 1.21 1.16
Recovery (%) 90.8 83.3 85.3
Gold produced (ounces) 11,517 36,316 44,424
--------------------------------------------------------------------------------------
Iduapriem
Mining
Ore production ('000 tonnes) 4,852 4,824 5,901
Ore grade (g/t) 1.58 1.25 1.15
Waste mined ('000 tonnes) 13,839 14,954 13,019
Strip ratio 2.9 3.1 2.6
--------------------------------------------------------------------------------------
CIL Plant
Ore processed ('000 tonnes) 2,731 2,691 2,929
Head grade (g/t) 1.92 1.58 1.46
Recovery (%) 94.6 93.4 93.7
Gold produced (ounces) 158,103 128,374 128,865
--------------------------------------------------------------------------------------
Heap Leach
Ore stacked ('000 tonnes) 2,633 2,264 2,817
Head grade (g/t) 0.91 0.78 0.77
Recovery (%) 61.7 67.5 53.8
Gold produced (ounces) 47,027 38,518 34,835
Total Gold Produced (ounces) 205,130 166,892 163,700
--------------------------------------------------------------------------------------
Teberebie
Gold Produced (ounces) -- 26,976 --
--------------------------------------------------------------------------------------
Bibiani
Mining
Ore production ('000 tonnes) 2,560 2,368 3,014
Ore grade (g/t) 3.58 3.38 3.65
Waste mined ('000 tonnes) 13,981 15,223 12,240
Strip ratio 5.5 6.4 4.1
--------------------------------------------------------------------------------------
CIL Plant
Ore processed ('000 tonnes) 2,769 2,761 2,481
Head grade (g/t) 3.46 3.70 3.82
Recovery (%) 83.7 86.7 85.9
Gold produced (ounces) 253,052 273,711 261,899
--------------------------------------------------------------------------------------
Siguiri
Mining
Ore production ('000 tonnes) 8,517 10,804 6,832
Ore grade (g/t) 1.34 1.33 1.86
Waste mined ('000 tonnes) 5,268 5,333 3,370
Strip ratio 0.6 0.5 0.5
--------------------------------------------------------------------------------------
14
Year to December 31,
2001 2000 1999
---------------------------------------------------------------------------------
Heap Leach
Ore stacked ('000 tonnes) 9,064 8,878 6,341
Head grade (g/t) 1.33 1.34 1.73
Recovery (%) 73.1 79.3 67.8
Gold produced (ounces) 283,199 303,381 239,218
---------------------------------------------------------------------------------
Freda-Rebecca
Underground Mining
Ore production ('000 tonnes) 1,156 1,042 1,030
Ore grade (g/t) 3.56 3.69 3.78
---------------------------------------------------------------------------------
Surface Mining
Ore processed ('000 tonnes) 56 -- --
Ore grade (g/t) 2.10 -- --
---------------------------------------------------------------------------------
Processing
Ore processed ('000 tonnes) 1,121 1,003 1,141
Head grade (g/t) 3.30 3.89 3.32
Recovery (%) 86.4 89.8 89.6
Gold produced (ounces) 102,654 112,164 109,184
---------------------------------------------------------------------------------
Geita Joint Venture (JV)
Mining
Ore production ('000 tonnes) 4,522 1,240 --
Ore grade (g/t) 3.80 3.00 --
Waste mined ('000 tonnes) 27,215 11,852 --
Strip ratio 6.0 9.6 --
---------------------------------------------------------------------------------
CIL Plant
Ore processed ('000 tonnes) 4,582 2,075 --
Head grade (g/t) 3.91 2.94 --
Recovery (%) 93.0 92.0 --
Gold produced (ounces) 545,562 176,836 --
Ashanti's share (ounces) 272,781 176,836 --
---------------------------------------------------------------------------------
Group Summary (ounces)
Managed gold production 1,384,003 1,737,264 1,561,536
Geita JV 50% (ounces) 272,781 -- --
---------------------------------------------------------------------------------
Total gold production 1,656,784 1,737,264 1,561,536
=================================================================================
NOTES:
1. For the Company's open pit mines each commercially mineable deposit has an
overall design strip ratio based on the economically optimised and fully
engineered pit layout. This strip ratio changes from period to period
depending upon the configuration of the ore body and mining and production
considerations. It is usually necessary to mine at varying strip ratios
each year in order to excavate the tonnage of ore required to be sent to
the processing plant for that period.
15
Total Revenues by Country
Year to December 31,
2001 2000 1999
US$m US$m US$m
---------------------------------------------------------------------------------
Ghana 271.1 49% 320.1 55% 340.4 58%
Isle of Man(1) 98.6 18% 97.0 17% 143.0 25%
Guinea 76.6 14% 85.2 15% 67.3 12%
Tanzania 74.1 13% 48.6 8% -- --
Zimbabwe 34.0 6% 31.3 5% 31.4 5%
---------------------------------------------------------------------------------
Total Revenues 554.4 100% 582.2 100% 582.1 100%
==================================================================================
NOTES:
1. Isle of Man revenues relate solely to hedging activities
Operating and Production Information Before Exceptional Items
Year to December 31,
2001 2000 1999
---------------------------------------------------------------------------------
Total gold produced (ounces) 1,656,784 1,737,264 1,561,536
Average realised price per ounce (US$) 335 335 372
Average spot price per ounce (US$) 275 279 279
Cash operating costs of production
per ounce (US$)(1) 190 187 205
Royalties per ounce (US$) 8 8 8
Corporate administration cost
per ounce (US$) 13 15 17
Depreciation, depletion and amortisation
per ounce (US$) 55 65 72
Total cost of gold production per
ounce (US$) 266 275 302
---------------------------------------------------------------------------------
1. See the discussion of cash operating costs under Item 5 "Operating and
Financial Review and Prospects".
The Company's mining operations are carried out under mines leases
obtained. See "Regulations and Leases".
16
Reserves
The summary of proven and probable contained gold reserves at the
Company's major mining properties at the end of each of the last two annual
reporting periods are set out in the table below. Individual proven and probable
contained gold reserve tables for each mine are set out in Mining Operations.
As at December 31, 2001 As at December 31, 2000
----------------------------------------------------------------------------------------------------------------------------
Estimated Total % | Total %
Average Contained of Total | Contained of Total
Metallurgical Ore Gold Contained | Ore Gold Contained
Recovery Tonnes Grade Ounces Gold | Tonnes Grade Ounces Gold
Location per cent. (millions) g/t (millions) Ounces | (millions) g/t (millions) Ounces
-------------------------------------------------------------------------------------------------------------------------------
Ghana Obuasi |
Underground 84 42.3 8.0 10.9 42 | 41.8 7.9 10.7 42
Surface 90 1.3 5.2 0.2 1 | -- -- -- --
Tailings 29 20.4 2.1 1.3 5 | 5.3 2.6 0.4 2
----------------------------------------------------------------------------------------------------------------------------
Sub-total |
Obuasi 64.0 6.0 12.4 47 | 47.1 7.3 11.1 44
----------------------------------------------------------------------------------------------------------------------------
Ghana Iduapriem (80%) / |
Teberebie (90%) - Surface 94 38.6 1.7 2.1 8 | 40.0 1.7 2.2 --
Ghana Bibiani - Surface 86 12.3 2.2 0.9 3 | 13.9 2.3 1.0 4
Guinea Siguiri (85%) - |
Surface 80 56.7 1.2 2.1 8 | 60.4 1.2 2.3 9
Zimbabwe Freda-Rebecca - |
Underground 90 5.4 2.5 0.4 2 | 5.8 2.4 0.4 2
Tanzania Geita (50%) - |
Surface 90 62.7 3.8 7.7 29 | 63.6 3.8 7.8 31
Burkina Faso Youga (45%) - |
Surface 85 5.0 3.2 0.5 2 | 5.0 3.2 0.5 2
----------------------------------------------------------------------------------------------------------------------------
Total 244.6 3.3 26.1 100 | 235.8 3.3 25.3 100
============================================================================================================================
NOTES:
1. The reserves have been estimated in compliance with the United States
Securities and Exchange Commission Industry Guide 7 and do not take into
account metallurgical losses.
2. For economic studies and the determination of cut-off grades, a gold price
of US$300 per ounce was assumed.
3. The grade estimate is inclusive of adjustments for mining dilution and ore
losses during mining. Metallurgical losses are excluded from calculation of
contained gold ounces.
4. The reserves reported represent 100% of the reserves at the respective
properties. No allowance has been made for minority or joint venture
interests. Ashanti has 100% ownership in all its properties except
Iduapriem in which it has an 80% interest, Teberebie in which it has a 90%
interest, Siguiri in which it has an 85% interest, Geita in which it has a
50% interest and Youga in which it has a 45% interest.
5. Proven sample interval is a maximum of 30 metres and probable sample
interval maximum is 60 metres.
6. Procedure to develop cut off grade: Cut off grades are applied to
geological data when assessing mineralised material in order to ensure that
material never likely to be economic is not included in the reserves. The
tonnage, grade and contained gold profiles for each deposit are
interrogated at various cut off grades to enable the engineers to clearly
understand the characteristics of the mineralisation and to focus on
developing exploitation strategies that will optimise the net present value
of the deposits. The cut off grade that is chosen for reporting purposes is
the lowest grade that can be exploited at break even for the highest
envisaged gold price.
7. Costs: The costs used in evaluating the economic operating profile for each
ore block are based on actual costs incurred in the operation over the past
year adjusted wherever appropriate for any inflation and exchange rate
variances forecast for the coming year or cost decreases due to
productivity improvements. Where new projects are concerned, the costs are
based on actual materials prices, labour costs and engineering feasibility
design parameters and are benchmarked wherever practical with similar
operations elsewhere within Ashanti or with peer operators nationally or
internationally.
8. Currency conversion factors: The bulk of the mining and processing
consumables used in Ashanti's operations are imported and are costed in
United States dollars based on world market or contracted prices. At Obuasi
and some other operations, Ashanti has a policy of fixing its wage packages
in US dollars and paying in local currency at the ruling exchange rate. To
this effect, Ashanti's operations are costed in US dollars. There are
certain areas where imports and costs are in other currencies such as
Pounds sterling, Deutschmarks and Australian dollars, etc. which may affect
ultimate costs since Ashanti's revenue stream is from gold sold in US$.
Trends in variances between these currencies are periodically analysed by
management which examines the cost implications and then ensures that
supply orders are placed on the cheapest source wherever possible and
advantageous. Wherever significant and relevant, local currency conversion
factors are applied to cost projections, but in general these are not
significant.
9. Metal prices: Future metal prices used for estimating purposes are decided
upon by Ashanti which formulates its opinion on the basis of information
taken from a spectrum of internationally respected price analysts.
10. At a gold price of US$275 per ounce, it is estimated that the total ore
reserve of 26.1 million ounces of gold will decrease by 5%.
11. Data may not compute exactly due to rounding.
17
Mining Operations
Obuasi - Ghana
Introduction
The Obuasi mine conducts underground and until recently conducted
surface mining of gold at Obuasi in Ghana. Obuasi has historically been an
underground mine although large scale surface mining was undertaken between 1990
and 2000. The Sulphide Treatment Plant ("STP") and the Oxide Treatment Plant
("OTP") were commissioned during this period to cater for increased tonnage from
surface operations. During the period of surface mining, there were four
treatment plants to treat oxide ore, sulphide ore, transition ore and tailings.
In 2000, when surface operations ceased due to poor economics and a low gold
price, the OTP and the Pompora Treatment Plant ("PTP") were closed down and put
on care and maintenance. Prior to its closure, PTP processed the bulk of the
underground ore. STP is now the sole processing plant for underground ore at
Obuasi. Surface deposits within a 50 kilometre radius are currently being
evaluated and if found to be economically viable will be considered for mining
and processing at the OTP and STP plants.
The restructuring of the mine during 2000, has resulted in a smaller
but more efficient and relatively lower cost operation. Redundancies of some
1,340 workers during that year were necessary due to the closure of the surface
mining operations. The underground operation is forecast to continue to produce
at a rate of 2.5 million tonnes per annum ("mtpa"). Based on the information
currently available, annual gold production from underground is forecast to
remain at around 500,000 ounces for in excess of ten years, whilst tailings
retreatment is forecast to provide an additional 30,000 ounces per annum over
the same period. There can be no assurance that these production levels can be
achieved or maintained. Encouraging exploratory drilling results at the lowest
levels of the underground workings, (below 50 level), have outlined the
extension in depth of high grade mineralised material. The Life of Mine plan,
based on current reserves, is expected to sustain production at a rate of 2.5
mtpa to at least 2012 and this could be extended if the mineralised material
below 50 level can be exploited economically.
A total of 4.06 million tonnes were processed in 2001, of which 2.39
million tonnes were from underground sources and 1.67 million tonnes from the
reclamation of tailings. The grade for underground material for 2001 at 7.90 g/t
was slightly ahead of the 7.87 g/t achieved in 2000. Total gold production for
2001 was 528,451 ounces compared to 640,988 ounces for 2000. Production reduced
in 2001 due to the closure of the open pit mining operations during the third
quarter of 2000.
Over the past two years the Obuasi mine has made progress in reducing
costs. The improvement in cost was achieved through closure of the high cost
surface operations as well as cost control measures and the re-engineering of
mining and processing operations, showing a reduction of approximately 14%. The
cash operating cost at Obuasi in 2001 was US$192 per ounce as compared to the
2000 cost of US$208 per ounce and the 1999 cost of US$222 per ounce.
18
Reserves
The proven and probable contained gold reserves at Obuasi as at
December 31, 2001 and 2000 are set out below:
As at December 31, 2001 As at December 31, 2000
----------------------------------------------------------------------------------------------------------------
Contained Contained
Metallurgical Ore Gold Ore Gold
Recovery Tonnes Ounces Tonnes Ounces
% (millions) Grade g/t (millions) (millions) Grade g/t (millions)
----------------------------------------------------------------------------------------------------------------
UNDERGROUND
Proven Reserves 84 5.0 7.9 1.3 5.1 7.6 1.4
Probable Reserves 84 37.3 8.0 9.6 36.7 7.9 9.3
----------------------------------------------------------------------------------------------------------------
Total Underground Reserves 84 42.3 8.0 10.9 41.8 7.9 10.7
----------------------------------------------------------------------------------------------------------------
SURFACE
Proven Reserves 90 1.3 5.2 0.2 -- -- --
Probable Reserves 90 -- -- -- -- -- --
----------------------------------------------------------------------------------------------------------------
Total Surface Ore Reserves 90 1.3 5.2 0.2 -- -- --
----------------------------------------------------------------------------------------------------------------
TAILINGS
Proven reserves 29 15.1 2.0 1.0 4.0 2.5 0.3
Probable reserves 29 5.3 2.2 0.3 1.3 2.9 0.1
----------------------------------------------------------------------------------------------------------------
Total Tailings Ore Reserves 29 20.4 2.1 1.3 5.3 2.6 0.4
----------------------------------------------------------------------------------------------------------------
TOTAL ORE RESERVES 64.0 6.0 12.4 47.1 7.3 11.1
================================================================================================================
NOTES:
1. For economic studies and the determination of cut-off grades, a gold price
of US$300 per ounce was assumed.
2. The grade estimate is inclusive of adjustments for mining dilution and ore
losses during mining. Metallurgical losses are excluded from the
calculation of contained gold ounces.
3. The tailings proven reserves are those which have been drilled. The
probable reserves are based on plant information from the time the tailings
were deposited.
4. Obuasi ore reserves increased by 1.3 million ounces as compared to year end
2000, due to the increase in tailings reserve following drilling at the
Kokorteasua tailings dam and the re-evaluation of underground ore reserve
blocks.
Geology
The gold deposits at Obuasi are part of a prominent belt of Precambrian
volcano-sedimentary and igneous formations which extend for a distance of
approximately 300 kilometres in a northeast, south-west trend. Three main
structural trends hosting gold mineralisation, the Obuasi trend, the Gyabunsu
trend and the Binsere trend, contribute to the ounces produced at Obuasi.
In general, there are five main ore types at Obuasi:
Quartz veins - Quartz veins consist mainly of quartz with free gold in
association with lesser amounts of various metal sulphides such as iron, zinc,
lead and copper. The gold particles are generally fine grained and,
occasionally, are visible to the naked eye.
Sulphide ore - Sulphide ore is ore characterised by the inclusion of
gold in the crystal structure of a sulphide material. The gold in these ores is
extremely fine grained and locked in arsenopyrite crystals. Higher gold grades
tend to be associated with smaller arsenopyrite crystals. Other prominent
minerals include quartz, chlorite and scricite. Sulphide ore is generally
refractory.
Transition ore - Transition ore is sulphide ore, which has been
partially oxidised. The structure of transition ore makes it harder to process
and, thus, recoveries of transition ore are generally lower than recoveries of
sulphide and oxide ore.
Oxide ore - Oxide ore is sulphide ore, which has been subjected to
chemical decomposition, typically caused by natural weathering and surface water
percolation, and is degraded into oxidised
19
material. Weathering of the surface and near-surface sulphides, especially in
the Obuasi region, can result in oxidation to a depth of 30 to 40 metres
depending on the topography and other factors.
Primary - Primary ore is the non-weathered component of non-refractory
granitoid mineralisation. It is not oxidised.
Underground Mining Operations
Mining operations began at Obuasi in 1897. Since 1907, the underground
mine has been in almost continuous production. Over the years, underground
mining at Obuasi has expanded, and underground operations are currently
conducted along a strike length of 8 kilometres and to a depth of 1,500 metres
below the surface.
The underground mine at Obuasi expanded from a production rate of 4,500
tonnes of ore per year in 1907 to approximately 800,000 tonnes of ore per year
in the early 1980s. The tonnage from underground has more than doubled within a
seven year period from 1.14 mtpa achieved in 1994 to 2.5 mtpa achieved in 2001.
In the same period the grade has reduced from 10.5 g/t to 7.87 g/t. The grade
reduction is due to the increase in production from the lower grade sulphide ore
blocks.
The mining operations at Obuasi are split into three operating
sections, each managed by a mine manager.
The Northern part of the mine is the oldest and the workings are the
deepest. The ore type is predominantly quartz. A project to recover ore from the
high grade Adansi Shaft pillar began in 2000. The production rate in the north
part of the mine averages from 35,000 to 40,000 tonnes per month. Currently the
main access shaft is Adansi which accesses a depth of 1,500 metres; it is
planned to close this shaft once mining of the pillar progresses. Kwesi Mensah
Shaft ("KMS") and Ellis shafts will then take up the Adansi capacity.
The Central Section is serviced by KMS, which accesses a depth of 1,500
metres. The ore type is predominantly made up of lower grade sulphide material
and generally the mining blocks are wide ranging from 6 metres to 20 metres.
Open Stoping is the predominant mining method. Production ranges from 80,000 to
85,000 tonnes per month. The 41 level haulage system (at a depth of 1,230 metres
below surface), serves the Central mining blocks, with all rock hoisted at KMS.
The South Section is the newest mining area, and is the section from
which the majority of the Obuasi mine's ore will be sourced over the coming
years. The ore type is generally sulphide in nature, but is often associated
with quartz material. The ore structure is complex with up to four different ore
zones running parallel to each other. In the past, the predominant mining method
has been cut and fill, but safety and cost considerations have resulted in a
change to Open Stoping methods in recent years. The Section is served by Kwesi
Renner Shaft ("KRS") and Sansu Shaft for hoisting of rock and George Cappendell
Shaft ("GCS") shaft for men and material. The Brown Sub Vertical Shaft ("BSVS"),
which has been sunk to 52 level, will be equipped in 2002 and 2003 to provide
rock, men and material handling services to the lower levels of the South
Section of the Mine.
20
Infrastructure
SHAFTS/RAMPS AT OBUASI
Current Hoisting Capacity
Ore/Waste
Shafts Service (tonnes per month)
--------------------------------------------------------------------------------
Kwesi Mensah Shaft ("KMS") Men, material and rock 140,000
Kwesi Renner Shaft ("KRS") Rock 90,000
Adansi Shaft Men, material and rock 32,000
Timber Shaft Men, material and rock 15,000
Ellis Shaft Rock 52,000
Sansu Ventilation Shaft ("Sansu Shaft") Men, material and rock 22,000
Brown Sub Vertical Shaft ("BSVS") Men, material and rock --
West Shaft Men and material --
Waley Shaft Men and material --
Outen Shaft Men and material --
George Cappendell Shaft ("GCS") Men and material --
Blackies Ventilation Shaft Ventilation --
Kwesi Mensah Ventilation Shaft ("KMVS") Ventilation --
Central Ventilation Shaft ("CVS") Ventilation
Eaton Turner Shaft ("ETS") (Decommissioned) n/a
------------------------------------------------------------------------------
Total Hoisting Capacity (tonnes/month) 351,000
==============================================================================
Total Hoisting Capacity (tonnes/year) 4,212,000
Ore/Waste
Ramps Service (tonnes per month)
------------------------------------------------------------------------------------------
Sansu Ramp Men, material --
Cote d'Or Ramp Men, material and rock 10,000
Timber Shaft Access Decline ("TSAD") Men, material and rock 10,000
The major underground project work in 2001 included further
development, support and track installation on the high volume railway system at
the 41 Level main haulage. Development was completed from KMS through to the
BSVS in the south of the mine and to Blocks 5 and 6 in the north. The Sansu
Shaft was commissioned and surface foundations for the 300 south ventilation
airway were completed in preparation for raise-boring operations in 2002. The
development of the decline to the bottom of KMS to facilitate the removal of
rock spillage was completed. At KRS, excavation of the crusher station was also
completed. A new pump station was constructed and commissioned on 8 Level in the
north of the mine to significantly improve mine pumping capacity and water
control.
In the past 12 years, the Obuasi mine has spent over US$1 billion on
its investment programme comprising new shafts, processing plants and
underground mechanisation. Completed capital expenditure projects have been
financed from the cash flow from operations at Obuasi and from internal and
external funding. The Obuasi mine expects that future capital expenditure on
various projects such as the BSVS shaft equipping will be financed from the cash
flows generated from operations at Obuasi. To the extent that such projects are
not completed on schedule, the Obuasi mine may not be able to maintain its
underground production of ore as is currently planned.
Mining Methods
The range of mining methods currently employed includes mechanised open
stoping (60% of total); mechanised cut and fill (10% of total); sub-level
retreat and reclamation (12% of total); and stope preparation (16% of total).
21
Surface Mining Operations
Apart from on-going surface rehabilitation work on landscaping and
re-vegetating the old pits and waste dumps, there was no production from surface
mining activity at Obuasi in 2001.
Processing Operations
The Obuasi mine has two active treatment plants: the STP to process
underground ore and the TTP to handle tailings reclamation operations. The PTP
has been closed and the OTP is currently being maintained on a care and
maintenance basis. It is planned that OTP will be re-commissioned to batch
process oxide ore from satellite surface mine deposits which are expected to be
mined in 2002 and 2003.
Gold recoveries in different processing facilities depend in a large
measure on the type of ore being processed. The underground ores at Obuasi are
generally refractory and metallurgically more difficult to treat than
non-refractory ores. In the refractory component of the ore, the gold is
intimately associated with sulphide minerals and is not optimally recoverable by
either gravity or direct cyanide leaching without additional processing. At
Obuasi, the minerals associated with gold in the refractory ore are
arsenopyrites, pyrites and pyrrhotite. The gold is encapsulated within the
crystal structure of these minerals. In order to recover the gold, these
sulphide minerals are pre-concentrated and then broken down by oxidation before
the gold can be extracted through cyanide leaching.
The gold concentrate, either in the form of gravity concentrates or
gold-plated electro-winning cathodes, is sent to a smelting facility, where it
is heated with a fluxing agent in smelting furnaces and poured into briquette
moulds. The gold bars are weighed, assayed, stamped and shipped to the refiner
for refinement into gold bullion.
Water used in the processing plants is sourced from local rivers. A
significant amount of the water used in the treatment process is recycled.
Processing Plant Capacities
2001 Capacity 2000 Capacity
Plant (tonnes/month) (tonnes/month)
-------------------------------------------------------------------------------
Sulphide Treatment Plant (STP) 210,000 210,000
Tailings Treatment Plant (TTP) 160,000 160,000
-------------------------------------------------------------------------------
Total tonnes per month 370,000 370,000
==============================================================================
Total tonnes per year 4,440,000 4,440,000
==============================================================================
Sulphide Treatment Plant
STP uses the BIOX'r' process patented by Gencor for the treatment of
its sulphide ores. BIOX'r' is a continuous bacterial leaching process that
oxidises sulphide ore to enable it to be leached by conventional cyanidation
techniques.
Ore is fed into a Semi Autogeneous Grinding ("SAG") mill and ball mill
circuit. The material is then concentrated in a gravity concentration circuit
and processed through a flash flotation circuit for the production of
gold-bearing sulphide concentrate. The concentrate is then fed into the
BIOX'r' section of the STP while the remaining material is fed directly to the
final leach circuit.
The BIOX'r' plant is arranged into trains of six tanks each. Each tank
contains a solution containing bacteria known as thiobacillus ferro-oxidans and
thiobacillus thio-oxidans. The bacteria oxidises the sulphide ore by consuming
the elemental sulphur in the material leaving the encapsulated gold within the
material amenable to recovery by cyanide leaching.
The BIOX'r' treatment process takes four days, during which time more
than 90% of the sulphur material in the ore is oxidised. The pulp, which
contains dissolved sulphur and arsenic and gold-bearing solids, is then "washed"
in counter-current decantation thickeners to separate out the
22
gold-bearing solids. The gold-bearing solids are then cyanide-leached in a
carbon-in-leach ("CIL") circuit, and the gold solution is pumped to the OTP for
electro-winning onto steel wool cathodes and smelting. The effluent from the
STP, which contains arsenic, is then neutralised with limestone, resulting in
the precipitation of the arsenic into a stable compound, and pumped to a
tailings dam impoundment.
The bacteria used in the BIOX'r' process require particular conditions
in which to operate effectively. The pH of their environment must be low, i.e.
very acidic, oxygen must be provided as the bacteria are aerobic, the
temperature must remain in the range of 40-45[d] C and fertiliser and nutrients
need to be provided in order to allow the bacteria to build cell walls. As a
result of the sensitivity of the bacteria to their environment, the
BIOX'r' process requires fresh water and cannot use water recycled from
processing operations. The benefits of the BIOX'r' process include improved
overall gold recovery and the environmentally safer and more effective disposal
of arsenic and sulphur.
At the STP new flotation cleaner cells were introduced resulting in an
increase in the concentrate grade from around 55 g/t to 85 g/t. Accompanying the
increase in precious metal grade is an increase in the sulphur grade of the
concentrates which has enhanced the BIOX'r' process. The net result of this
plant modification is a reduction in concentrate tonnage throughput, an increase
in BIOX'r' residence time and a significant reduction in reagent consumption
resulting in a reduction in operating costs.
Gold production from the STP was 482,982 ounces from the processing of
2.39 million tonnes of ore at a grade of 7.53g/t and a plant recovery of 83.5%
This compares with 412,824 ounces from 2.47 million tonnes at a grade of 6.32g/t
and a recovery of 82.1% in 2000.
Tailings Treatment Plant
TTP was commissioned in 1988 to reprocess tailings from previous
processing operations. The TTP uses carbon-in-pulp ("CIP") technology. TTP is a
relatively simple operation, consisting of monitoring stations to reclaim the
tailings and pump the resulting slurry to the plant. The material is then
re-ground using ball mills and the pulp is leached by cyanide and the gold
collected by activated carbon. Loaded carbon is stripped of gold by elution with
caustic cyanide and electro-won onto steel wool cathodes that are smelted into
dore bars.
In the financial year 2001, ore throughput at the TTP was 1.67 million
tonnes at a grade of 2.46 g/t compared with 1.83 million tonnes in 2000 at a
grade of 2.39 g/t. The average recovery rate in 2001 was at 32.7% an increase as
compared to 31.1% achieved in 2000. Despite the 9% reduction in processed
tonnage 42,999 ounces were recovered compared to 43,756 ounces the previous year
because of improved recovery. The reduced tonnage throughput resulted from
mechanical problems with pumps and excavators in the second half of the year. At
the end of 2001, the tailings reserve increased to 1.3 million ounces of gold
following test drilling and metallurgical testwork on the Kokorteasua tailings
dam which demonstrated that the re-treatment of this material would be economic.
Health, Safety and Environment
Obuasi mine was awarded a NOSA ("South African National Occupational
Safety Association") four star rating in 2001. NOSA is a private association
devoted to occupational health, safety and environmental risk management
concerns. A NOSA five-star rating is the highest rating achievable in the NOSA
system.
Bibiani - Ghana
Introduction
Bibiani is located in the Western Region of Ghana, 90 kilometres west
of Kumasi. Ashanti acquired Bibiani in 1996 when it acquired IGR, a
Canadian-listed company, and GLAMCO.
The first records of gold mining at the Bibiani site date from 1902.
The mine, however, closed in 1913 after approximately 70,000 ounces of gold had
been recovered. Mining activities resumed
23
in 1927 during the second "gold rush" and 2.2 million ounces of gold were
produced between 1927 and 1961. In 1961, the property was sold to State Gold
Mining Corporation and was shut down in 1968 due to lack of economically
recoverable ore. During the period from 1927 to 1968 approximately 8.2 million
tonnes of ore were treated at an average grade of 9.5 g/t.
In 1987, GLAMCO undertook a drilling programme on the old tailings
ponds. The first results showed the potential to recover gold on an economic
basis and a pilot plant was commissioned. Production of gold started in 1989
but, due to difficulties in obtaining spares for plant maintenance, the plant
shut down two years later. During this period, 104,000 tonnes of gold tailings
from past mining were milled.
In 1991, IGR applied for an extension of the original concession and
joined up with GLAMCO in an exploration programme. In 1996, Ashanti purchased
the entire share capital of IGR and GLAMCO and commenced the development of the
Bibiani mine.
The mine was fully commissioned on February 8, 1998 and the first gold
was poured on February 24, 1998. The main open pit operations are scheduled to
be completed in 2004 although mining operations could be further extended by the
introduction of underground operations or the acquisition of adjacent mine
deposits.
In 2001, 253,052 ounces of gold were produced at a cash operating cost
of US$170 per ounce compared to 273,711 ounces of gold at a cash operating cost
of US$134 per ounce the previous year. The reduction in gold production at
Bibiani in 2001 was due to the reduced mill feed grade and lower recovery and
resulted in the higher cash operating cost per ounce produced.
Milled throughput for the year was 2.77 million tonnes at a feed grade
of 3.46 g/t compared to 2.76 million tonnes at 3.70 g/t the previous year. As
was the case in the previous years, the reconciliation between the reserve model
and the actual mined grade and tonnage showed a more positive variance than
expected and the operation continued to exceed performance levels predicted in
the feasibility study and mine plan. Metallurgical recovery in 2001 decreased to
83.7% from 86.7% in 2000 due to the mining and processing of more refractory
type ore during the second half of the year.
Reserves
The proven and probable contained gold reserves at Bibiani as at
December 31, 2001 and December 31, 2000 are set forth in the table below:
As at December 31, 2001 As at December 31, 2000
---------------------------------------------------------------------------------------------------------
Contained Contained
Metallurgical Ore Gold Ore Gold
Recovery Tonnes Grade Ounces Tonnes Grade Ounces
% (millions) g/t (millions) (millions) g/t (millions)
---------------------------------------------------------------------------------------------------------
Proven Reserves 86 5.8 1.3 0.2 5.6 1.3 0.2
Probable Reserves 86 6.5 3.1 0.7 8.3 3.1 0.8
---------------------------------------------------------------------------------------------------------
Total Ore Reserves 86 12.3 2.2 0.9 13.9 2.3 1.0
=========================================================================================================
NOTES:
1. For economic studies and the determination of cut-off grades, a gold price
of US$300 per ounce was assumed.
2. The grade estimate is inclusive of adjustments for mining dilution and ore
losses during mining. Metallurgical losses are excluded from the
calculation of contained gold ounces.
Geology
The Bibiani gold deposit lies within lower Birimian metasediments and
related rocks which occur in the Pre-Cambrian Sefwi Belt of southern Ghana. Gold
and gold-bearing sulphide mineralisation occurs in quartz filled shear zones and
in altered rocks adjacent to those shears. The full strike of the Bibiani
structure is at least 4 kilometres.
24
For metallurgical classification there are three main ore types at
Bibiani: primary, transition and oxide. Further lithological classification
gives four ore types: quartz (generally high grade), stockwork (medium-high
grade), phyllites and porphyry (both low grade).
The Bibiani deposit is weathered and oxidised to a depth of between 40
metres and 60 metres below surface. A transition zone of partial oxidation -
locally up to 35 metres thick - underlays the oxide zone and overlays the fresh
rock sulphide or primary zone generally 15 - 20 metres.
Mining Methods
Ashanti conducts conventional open pit mining at Bibiani using a mining
contractor. Mining is done by an open-cut method, loading and hauling the ore
with excavators and dump trucks. The orebody, depending on its density, is
either freely dug or drilled and blasted.
Processing Methods
Ore is processed using a CIL processing system. The CIL plant at
Bibiani is designed to operate at a throughput rate of 2.0 mtpa of primary ore,
and up to 1.3 mtpa of tailings in parallel with primary ore. Currently the plant
is handling 2.7 mtpa of mainly primary ore with the potential to add 0.6 mtpa of
tailings.
The ore is first crushed in a single stage crusher prior to being
ground in a SAG and ball mill section. The ground material then passes through a
gravity concentrator for the removal of free gold before it is passed into CIL
tanks for leaching and adsorption of the remaining gold. Cyanide is added which
leaches the microscopic gold in the ore into solution. Carbon is then added to
the tanks to absorb the gold from the solution. The slurry passes through
screens that retain the gold loaded carbon. This is then eluted and gold
electro-won onto cathodes. The cathodes are smelted to produce dore bar.
The tailings are pumped to a tailing dam impoundment. The water is then recycled
back to the plant.
Health, Safety and Environment
Bibiani maintained its NOSA five-star rating during 2001.
Iduapriem/Teberebie - Ghana
Introduction
The Iduapriem mine, which is owned by Ghanaian Australian Goldfields
Limited ("GAG"), is located in the Western Region of Ghana some 70 kilometres
north of the coastal city of Takoradi, and 10 kilometres south west of Tarkwa.
Ashanti acquired an 80% interest in the Iduapriem mine in 1996 when it acquired
GSM.
Mining operations at Iduapriem commenced in June 1992 with the first
gold poured in September 1992. A review of the economics of the mine was carried
out in 1998 resulting in an anticipated closure of the mine at the end of 1999.
During 1999, following further drilling and evaluation of the mineralised
material in Blocks 4 and 5, part of the mineralised material was converted to
reserves and the GAG mine closure was expected to be implemented in 2001.
In June 2000, Ashanti acquired the entire issued share capital of
Pioneer Goldfields Limited which owns 90% of Teberebie Goldfields Limited
("TGL") (being the company which owns the mining lease to the Teberebie mine
located adjacent to Iduapriem) together with inter-company loans which amounted
to an aggregate of approximately US$20 million. The consideration was satisfied
by Ashanti as an initial cash payment of US$5 million on completion and deferred
cash payments of US$13.8 million payable in instalments over a five year period.
The terms of the agreement also include the potential for contingent
consideration cash payments of up to US$5 million dependant upon minimum gold
prices and production levels. On August 23, 2000, Pioneer Goldfields Limited
on-sold certain of the assets of TGL to Gold Fields Ghana Limited for US$5
million in cash.
25
The acquisition of the Teberebie mine thereby extended the Iduapriem
mine's life to approximately 2008 based on current production levels. The ore
from Teberebie is processed through the CIL plant at Iduapriem.
Gold production for 2001 was 205,130 ounces of gold, exceeding the
193,868 ounces of gold produced in 2000. Cash operating costs were reduced to
US$214 per ounce from US$223 per ounce in 2000.
At 4.85 million tonnes, the ore mined in 2001 was approximately the
same as the previous year. However, the mined grade at 1.58 g/t was higher than
the 1.25 g/t achieved in 2000. The higher grades resulted from the mining of
higher grade material from the Teberebie ore blocks.
Reserves
The proven and probable contained gold reserves at Iduapriem and
Teberebie as at December 31, 2001 and December 31, 2000 are set forth in the
table below:
As at December 31, 2001 As at December 31, 2000
---------------------------------------------------------------------------------------------------------
Contained Contained
Metallurgical Ore Gold Ore Gold
Recovery Tonnes Grade Ounces Tonnes Grade Ounces
% (millions) g/t (millions) (millions) g/t (millions)
---------------------------------------------------------------------------------------------------------
Proven Reserves 94 31.4 1.7 1.7 24.9 1.8 1.5
Probable Reserves 94 7.2 1.7 0.4 15.1 1.4 0.7
---------------------------------------------------------------------------------------------------------
Total Ore Reserves 94 38.6 1.7 2.1 40.0 1.7 2.2
=========================================================================================================
NOTES:
1. For economic studies and the determination of cut-off grades, a gold price
of US$300 per ounce was assumed.
2. The grade estimate is inclusive of adjustments for mining dilution and ore
losses during mining. Metallurgical losses are excluded from the
calculation of contained gold ounces.
Geology
The Iduapriem and Teberebie gold mines are located along the southern
end of the Tarkwa basin. The mineralisation is contained in the Banket Series of
rocks within the Tarkwaian System.
The outcropping Banket Series of rocks in the mine area form prominent,
arcuate ridges extending southwards from Tarkwa, westwards through Iduapriem and
northwards towards Teberebie.
Mining Methods
Ashanti conducts conventional open pit mining methods at Iduapriem and
Teberebie.
From March 1998, ore and waste mining has been undertaken using a
contract mining company.
Processing Methods
The open pit ore is treated at Iduapriem/ Teberebie using either CIL
plant or heap leach processing technologies. A total of 205,130 ounces of gold
was produced in 2001 from the Iduapriem CIL, Iduapriem Heap Leach and the
Teberebie East Heap Leach Plants.
CIL Plant
The CIL plant is composed of a primary jaw crusher which goes on to a
secondary crusher before being conveyed to the SAG mill. The SAG mill normally
operates in open circuit and the mill discharge is pumped to a hydro cyclone
circuit. The cyclone underflow is used as ball mill feed to allow finer grinding
of the ore. The discharge from the ball mill is pumped to the hydro cyclone unit
26
from where the cyclone underflow is transferred to leach and adsorption tanks,
with a nominal residence time of 16 hours.
Gold is recovered from loaded carbon contained within the adsorption
tanks through elution, electro-winning and bullion smelting within a high
security gold room.
In year 2001, the CIL mill throughput was 2.73 million tonnes of ore at
a grade of 1.92 g/t. Gold produced from the CIL plant in 2001 was 158,103 ounces
compared with 128,374 ounces in 2000. This compares with CIL mill throughput of
2.69 million tonnes at grade 1.58 g/t in 2000.
In 2002, it is proposed that the CIL plant be upgraded resulting in
capital expenditure of some US$13 million, which will be principally funded out
of cashflow from the mine.
Heap Leach
The Iduapriem heap leach plant was commissioned in November 1996.
During the heap leach processing, ore feed is either direct tipped or
reclaimed from the heap leach stockpile to a primary jaw crusher crushing at a
rate of 2.4 mtpa. The product is then either hauled or conveyed to the active
cells constructed on 10 metre high pads designed to contain 200,000 tonnes of
crushed ore in each cell.
The solution from the cells is gravity fed to a series of ponds where a
three stage upgrade of the solution occurs. At Iduapriem, the solution is then
pumped to the CIL leach/adsorption tanks as process feed water solution or to
the heap leach carbon columns where gold can eventually be recovered.
At the Teberebie East Heap Leach Plant the solution is processed
through the existing Teberebie gold recovery plant.
During 2001, some 2.63 million tonnes of ore was stacked at a grade of
0.91 g/t on the heap leach pads compared with 2.26 million tonnes of ore at a
grade of 0.78 g/t in 2000. Gold recovered from the heap leach operation was
47,027 ounces compared to 38,518 ounces in 2000. The apparent heap leach
recovery in 2001 was 61.7% compared to 67.5% in 2000 reflecting the harder and
less leachable nature of the heap leach ore coming from the Teberebie pits.
Health, Safety and Environment
Iduapriem was awarded a four-star NOSA rating during 2001.
Ayanfuri - Ghana
Ashanti acquired the Ayanfuri mine, located in Central Region of Ghana,
in 1996 with the acquisition of Cluff. Exploration leading to the establishment
of the Ayanfuri mine commenced in 1988 and following the preparation of a
feasibility study, project construction started in 1994. Construction was
completed at the beginning of October, 1994 with the first gold bar poured at
the end of November. Production since start-up to December 31, 2001 has been
approximately 0.32 million ounces of gold. Mining was by open pit methods and
the operation utilised heap leach processing technology in the treatment of the
oxide ores.
In 2001, 329,000 tonnes at a grade of 1.2 g/t compared with 1.12
million tonnes in 2000 at a grade of 1.21 g/t were processed. As at December 31,
2001, 11,517 ounces of gold were produced at a cash operating cost of US$243 per
ounce compared to 36,316 ounces in 2000 at a cash operating cost of US$245 per
ounce. The reduction in gold output was due to the depletion of the mine's ore
reserves. At the end of the second quarter of 2001, the mining operations ceased
and the mine closure plan is currently being implemented.
Siguiri - Guinea
Introduction
The Siguiri gold mine is located in the Siguiri District in the
north-eastern part of the Republic of Guinea, West Africa, approximately 850
kilometres from the capital city of Conakry. The
27
nearest important town is Siguiri (approximately 50,000 inhabitants), located on
the banks of the Niger River. Ashanti owns 85% of the Siguiri gold mine and the
Government of Guinea owns the remaining 15%. Ashanti acquired its interest in
Siguiri in 1996 when it acquired GSM.
In 1985, Societe Aurifere de Guinee S.A. - now called Societe Ashanti
Goldfields de Guinee S.A. ("SAG") was formed under the laws of the Republic of
Guinea to explore the gold resources of the Siguiri concession. Initially, SAG
was owned 51% by Chevaning Mining Company Limited ("CMC") and 49% by the
Government of Guinea. In 1993, GSM acquired 100% of CMC and also renegotiated
the terms of the agreement with the Government of Guinea such that the
Government's equity interest in Siguiri was reduced from 49% to 15%.
SAG carried out alluvial gold mining operations in a small part of the
concession between 1988 and mid-1992 and built substantial infrastructure in the
area, including a town site now known as Koron. After modest gold production,
these operations were discontinued. Following its acquisition of Siguiri,
Ashanti began the development of a US$55 million heap leach mine and processing
facility and the improvement of the access road to Siguiri. Operations began at
Siguiri in 1998. The Life of Mine plan currently projects mining until
approximately 2007.
In 2001, Siguiri produced a total of 283,199 ounces of gold at a cash
operating cost of US$220 per ounce compared with 303,381 ounces of gold at a
cash operating cost of US$181 per ounce in 2000. Production and cash operating
costs were impacted by lower than expected metallurgical recovery from the
material stacked during the year as well as by higher haulage and rehandling
unit costs as a result of a decision to mine higher grade than planned material
further from the mine.
A total of 8.52 million tonnes of ore were mined compared to 10.8
million tonnes in 2000 and the heap leach plant processed a total of 9.06
million tonnes grading 1.33 g/t compared with 8.88 million tonnes at 1.34 g/t
the previous year.
Reserves
The proven and probable contained gold reserves at Siguiri as at
December 31, 2001 and December 31, 2000 are set forth in the table below:
As at December 31, 2001 As at December 31, 2000
---------------------------------------------------------------------------------------------------------
Contained Contained
Metallurgical Ore Gold Ore Gold
Recovery Tonnes Grade Ounces Tonnes Grade Ounces
% (millions) g/t (millions) (millions) g/t (millions)
---------------------------------------------------------------------------------------------------------
Proven Reserves 80 20.9 1.1 0.7 22.5 1.1 0.8
Probable Reserves 80 35.8 1.2 1.4 37.9 1.3 1.5
---------------------------------------------------------------------------------------------------------
Total Ore Reserves 80 56.7 1.2 2.1 60.4 1.2 2.3
=========================================================================================================
NOTES:
1. For economic studies and the determination of cut-off grades, a gold price
of US$300 per ounce was assumed.
2. The grade estimate is inclusive of adjustments for mining dilution and ore
losses during mining. Metallurgical losses are excluded from the
calculation of contained gold ounces.
Geology
The Siguiri deposit is characterised by the presence of extensive
lateritic ("CAP") and saprolitic ("SAP") ore bodies formed in a number of
paleochannels of different origins and quartz veining hosted within saprolitized
metasediments. The CAP and SAP ores are processed using the heap leach
processing method.
The majority of the gold mineralisation at Siguiri is oxide
(non-refractory) as it has been subject to intense weathering over a period of
some 70 million years. Some quartz vein hosted sulphide mineralisation has been
prospected at depth.
28
Mining Method
All ore and waste is mined via conventional open pit mining methods.
Due to the weathering profile of the mineralised and associated waste zones,
extensive areas can be freely dug by hydraulic excavators, with light blasting
operations conducted where required.
The primary material movement fleet is a combination of 160 tonne and
100 tonne hydraulic excavators loading 85 tonne trucks. The mining fleet
includes auxiliary equipment (dozers, graders, water carts, etc) for haul and
pit access road construction, maintenance and rehabilitation work.
Ore is hauled directly to the primary crusher or to run-of-mine
stockpiles adjacent to the primary crusher. Crushed ore from the primary crusher
is delivered by conveyor to the treatment facilities for processing. In the
event of conveyor failure, ore can be hauled to original stockpile and crushing
facilities and fed by front end loaders as part of the ore processing operation.
Processing Method
Ore is processed using the heap leach method. The heap leach facility
currently has a design capacity of 8 mtpa. The facility includes the heap leach
pad area, ore crushing, agglomeration and stacking system, solution ponds and
gold extraction plant.
The CAP and SAP ores are blended, crushed and mixed with a cement
binder to agglomerate the material, which aids percolation and ph-control and
gives stability to the stacked ore. The material is then stacked in 10 metre
lifts on large plastic sheeted pads. Currently, ore is stacked in three 10 metre
lifts. The stack is then sprayed with a dilute cyanide solution which percolates
the material and leaches the gold during its passage. The plastic sheeting
prevents the cyanide solution from contaminating the ground and allows the
gold-bearing solution to be gravitated to collection ponds. The solution is then
either re-sprayed back onto heaps or pumped to the gold recovery section of the
plants. Activated carbon is then added to adsorb the gold from solution. This is
then eluted and the gold electro-won onto cathodes. The cathodes are smelted to
produce dore bars.
There will be a gradually reducing ratio of CAP to SAP ores as the mine
life extends, unless additional CAP material is delineated, thereby increasing
processing costs. On average the ratio of CAP ores to SAP ores over the life of
the mine to date has been 65:35. An addition of 7.5 kg per ton of cement is
currently required for the processing. Historically this has been reflected as
15% of the total cash operating cost per ounce at Siguiri. The cement quantity
required to stabilise the heaps will increase where there is a higher proportion
of SAP material. Allowance has been made in the life of mine plan for the ratio
of CAP ores to SAP ores to reduce to 50:50, where cement consumption will
increase to approximately 10 kg per tonne. In the later years of the life of
mine, unless additional CAP material is delineated, cement consumption, and
therefore processing costs, will increase further. Cement is currently sourced
from South Africa.
Apparent plant recovery for the year reduced to 73.1% from 79.3% in
2000. This was largely due to solution reticulation and third layer stacking
problems which resulted in lower than anticipated leach rates. During 2001,
considerable work was undertaken to solve these problems. The third layer
stacking was suspended while the solution management system was upgraded and the
controls on blending the lateritic and saprolitic ore types improved. However,
there can be no certainty that these issues have been resolved and due to the
time involved in the heap leach processing, this will only become evident in the
second half of 2002.
Health, Safety and Environment
Siguiri achieved a five-star NOSA rating during 2001.
29
Geita - Tanzania
Introduction
The Geita Mine is situated in north western Tanzania approximately 90
kilometres from the regional capital of Mwanza and 20 kilometres south of Lake
Victoria in an area known as the Lake Victoria Goldfields. The operation is
currently owned and operated jointly by Ashanti and AngloGold Limited in an
unincorporated joint venture following the purchase of a 50% interest in the
project by AngloGold Limited in December 2000.
The project area now covers some 470 square kilometres of prospecting
licences with the inclusion of the AngloGold Limited Nyamulilima Hill licence
into the joint venture. Within this area about a 110 square kilometre special
mining licence has been granted.
The Geita deposit was first mined as an underground operation between
1938 and 1966 when it is estimated some 940,000 ounces of gold were produced at
a mean recovered grade of approximately 5.3 g/t. At this time the Geita Mine was
the largest operating gold mine in East Africa. In the late 1980s, the area
became the focus of increasing artisanal mining. In 1991, SAMAX acquired the
Kukuluma prospecting licences and, in 1994, Cluff acquired the Geita Hill
prospecting licences. Both companies commenced exploration soon after obtaining
their respective licence areas. Cluff and SAMAX were acquired by Ashanti in 1996
and 1998 respectively.
A feasibility study for the project was completed in November 1998
which detailed the construction of a CIL processing plant, fuel fired power
plant, mine village, services, related infrastructure and initial open pit
mining activity. Extension and infill drilling continued during the construction
period and the resources and reserves were significantly increased, increasing
the life of the mine and improving the overall economics.
The construction of the US$165 million Geita Mine began in 1999 and was
completed in 2000 on budget and ahead of schedule with gold production
commencing in June 2000. By the end of 2000, 176,836 ounces of gold were
produced at a cash operating cost of US$145 per ounce.
The Geita Mine, in its first full year of production, produced a total
of 545,562 ounces of gold of which 50% is attributable to Ashanti at a cash
operating cost of US$143 per ounce.
A total of 4.52 million tonnes of ore grading 3.80 g/t were mined at a
strip ratio of 6.0:1. This compares to 1.24 million tonnes at 3.00 g/t at a
strip ratio of 9.6:1 in the previous year.
In 2001 a total of 4.58 million tonnes were processed at a grade of
3.91 g/t and a recovery of 93.0% compared to 2.08 million tonnes at 2.94 g/t and
a recovery of 92.0% in 2000.
In December 2000, a US$135 million project financing was obtained in
respect of the Geita Mine. See Item 10C "Additional Information - Material
Contents". The net proceeds were used to repay financing provided by Ashanti.
The Geita Mine was completed at an approximate cost of US$165 million.
Ashanti raised approximately US$335 million (prior to costs of disposal) on the
sale of its 50% interest in the Geita Mine to AngloGold Limited, being US$205
million in sale proceeds and US$130 million (net of fees) from the project
financing loan.
In the last quarter of 2001, the haul road between the Kukuluma deposit
and the processing plant was completed and a haulage contract was signed to
commence production from that deposit in the first quarter of 2002.
Reserves
The proven and probable contained gold reserves at the Geita Mine as at
December 31, 2001 and 2000 are set forth in the table below.
30
As at December 31, 2001 As at December 31, 2000
---------------------------------------------------------------------------------------------------------
Contained Contained
Metallurgical Ore Gold Ore Gold
Recovery Tonnes Grade Ounces Tonnes Grade Ounces
% (millions) g/t (millions) (millions) g/t (millions)
---------------------------------------------------------------------------------------------------------
Proven Reserves 90 37.7 3.4 4.1 41.3 3.5 4.6
Probable Reserves 90 25.0 4.5 3.6 22.3 4.5 3.2
---------------------------------------------------------------------------------------------------------
Total Ore Reserves 90 62.7 3.8 7.7 63.6 3.8 7.8
=========================================================================================================
NOTES:
1. For economic studies and the determination of cut-off grades, a gold price
of US$300 per ounce was assumed.
2. The grade estimate is inclusive of adjustments for mining dilution and ore
losses during mining. Metallurgical losses are excluded from the
calculation of contained gold ounces.
Geology
Regional Geology
The Geita greenstone belt forms the northern arm of the regional
Sukumaland greenstone belt to the south of Lake Victoria. The main belt consists
of two intermittent, roughly oval shaped belts with an outer radius of between
80 and 140 kilometres. The central area is made up of predominantly mafic
volcanics and associated sediments of the Lower Nyanzian which host the Buck
Reef and Bulyanhulu deposits. The outer areas of the belt are dominated by the
Upper Nyanzian comprising banded iron formation ("BIF") and intermediate to
felsic volcanics and forming distinct ridges as seen at Geita and in the
Siga-Mabale belt to the south and east (hosting the Golden Ridge deposit). The
western part of the belt, including the Geita and Buck Reef areas, is cut by
strong, regional scale, north-east trending quartz gabbro dykes of Proterozoic
age (Bukoban) and to a lesser extent by north and north-north-west trending
dolerite dykes of Karoo age.
The Geita greenstone belt strikes east-west and is approximately 60
kilometres long by 15 kilometres wide and consists of two WNW-ESE trending
banded iron formation ridge complexes, most likely forming the limbs of a
westward plunging synform. The Lower Nyanzian is thought to underlie much of the
lower ground in the area but is obscured by ferricrete and mbuga cover. It
comprises dark grey, fine grained tholeitic, basalt lavas often containing
pillows, strongly foliated mafic tuffs (occasionally interbedded with siliceous
chert layers) and quartz porphyry which grades into felsic tuffs. The belt has
undergone minor greenschist facies metamorphism.
Two main structural trends dominate the area, north-west and
north-east. Regional quartz gabbro dykes are often associated with the latter. A
third set of structures striking north to north-north-west are often intruded
by dolerite dykes of Karoo age.
The major mineralised targets in the Geita area fall into the following
groups:
o Mineralisation within the BIF located on the crests of ridges.
This sub-divides into mineralisation close to the felsic tuff
contact or intrusive contacts and mineralisation within the main
bulk of the BIF sequence.
o Mineralisation hosted by footwall or hanging wall felsic tuffs
such as that at Mgusu. This would be more likely located on the
lower slopes of the ridges and therefore under much thicker cover.
o Shear hosted mineralisation in mafic volcanics of the Lower
Nyanzian.
o Classical volcanogenic massive sulphide deposits such as the
Samena pyrite deposit.
o Ferricrete. Either enrichment over bedrock mineralisation or
erosion from mineralised BIF on ridges.
31
Geita Pits Mineralisation
The Geita project consists of five separate orebodies. Three of these,
Geita Hill, Lone Cone and Nyankanga, occur along strike of each other along a
single ridge system. The remaining two orebodies, Kukuluma and Matandani, occur
on a separate ridge system approximately six kilometres north-east of the other
three and are the orebodies originally explored by SAMAX.
The mineralisation at Geita Hill and Lone Cone is hosted by highly
deformed BIF interbedded with andesite and minor acid volcanics and in each case
is controlled by an approximately bedding-parallel shear zone. The Geita Hill
orebody has a strike length of approximately two kilometres, dips at angles of
between 50-55[d] to the north-west and varies in thickness between 30 metres and
45 metres. The Lone Cone orebody has been drilled over a strike length of some
500 metres, dips at angles of between 50-55[d] to the north and varies in
thickness up to 25 metres. Distinct relatively high grade zones exist within the
main mineralised zone, mainly within thinner BIF units, and it was these zones
that were selectively mined underground between 1938 and 1966.
The western section of the Nyankanga orebody is hosted by a diorite
intrusive with occasional BIF units, but moving eastwards and at depth the BIF
and diorite become interbedded and the BIF percentage increases. The
mineralisation is again controlled by a low angle shear zone sub-parallel to the
bedding. Elevated grades occur where this controlling structure intersects BIF
rich areas. The BIF hosted mineralisation tends to be characterised by sharp
reductions in grade at the margins while the diorite hosted mineralisation is
more diffuse in nature and characterised by more gradual grade variations.
Nyankanga has been drilled over a strike length of approximately 1.2 kilometres
and dips at between 30-35[d] to the north.
The mineralisation at Kukuluma is hosted by a folded sequence of
interbedded BIF, chert, acid ruffs, mudstones and siltstones. The Matandani
orebody is similar to the Kukuluma orebody but characterised by more abundant
mudstones and siltstones. The mineralisation at both is considered to be
controlled by two parallel shears which are discordant to the bedding of the
area. Each orebody is consequently comprised of two sub-parallel mineralised
zones. At Kukuluma, the western zone is sub-vertical and the eastern zone is
sub-vertical to dipping 65[d] to the north-east. Both zones at Matandani are
sub-vertical. Both the Kukuluma and Matandani orebodies have been drilled over
strike lengths of some 800 metres.
Mining Methods
The Geita Mine is an open pit operation with mineralized material
extending below the lowest depth of all the pits. In total there are five main
pits, Nyankanga (the largest), Lone Cone and Geita Hill (which has three
separate pits) in the south, proximal to the processing plant and the Kukuluma
and Matandani pits located approximately 17 kilometres to the North. Mining of
the ore and waste is carried out using conventional open pit techniques and is
undertaken using a mining contractor. At any one time, a number of pits will be
in operation to provide mining flexibility and a blend of oxidized, transition
and primary ores. The ore is hauled to the crusher where it is either tipped
directly into the crusher or placed on the Run of Mine ("ROM") stockpile and
rehandled later by front end loaders. All technical services, mine planning,
mining contract management, survey control and geotechnical support functions
are carried out by Geita Mine staff.
Over the next five years the ore and waste mining rate is programmed to
be close to 50 million tonnes per annum at a strip ratio of approximately 9:1.
At the end of 2001, the mining contractor was changed following a re-tender of
the contract to accommodate an increase in the mining rate.
The primary material movement fleet consists of a combination of
Komatsu 785 and Caterpillar 77 trucks and combination of Komatsu PC1100 and
PC1800 excavators. The Fleet comprises auxiliary equipment (dozers, graders,
water carts, etc) for haul and pit access road construction, maintenance and
re-habilitation.
Processing Method
The Geita processing plant has a name plate capacity of approximately
4.5 million tonnes per annum. The ore is crushed and then fed into a SAG and
ball mill grinding circuit with a recycle
32
crushing system. The material is passed through a gravity circuit comprising two
Knelson concentrators and a "Gekko" In Line Leach Reactor which treats the
concentrate via an intensive cyanidation process. The pulp is thickened and then
passed on to a single stage leach of leaching and a seven stage CIL circuit. The
stripping plant includes a 14 tonne capacity elution circuit with electro
winning (using stainless steel cathodes) and to the direct smelting of the
calcined sludge.
Modifications to the recycle crusher system are being undertaken and
will result in an increase in the milling rate. It is planned to install
additional leach tank capacity in 2002 to cater for the potential to increase
plant throughput and to provide additional residence time.
Project development
Throughout the period of project development, exploration drilling
continued, resulting in significant increases to the ore reserves and tonnage of
identified mineralized material. This has necessitated a constant process of
re-engineering to optimize the value of the deposits. In 2001, the pits were
re-engineered at the same time as an engineering study was being undertaken to
evaluate the potential to develop an underground mine which would compliment
production and support an expansion to mill capacity. In 2002, further drilling
to test the extension of mineralization below the various pits will be carried
out and studies will be undertaken to determine the ultimate production rate.
Power
In 2001, a series of mechanical failures occurred on the prime
generators at the Geita power plant necessitating the importation of additional
generator sets to secure power supplies. The manufacturers of the engines used
in the power plant are in the process of rectifying the problems with these
machines. Throughout this problem period, no significant material interruptions
to processing resulted from the generator failure.
Health, Safety and Environment
The Geita Mine has been certified with an ISO1400 health and safety
rating and has been awarded a NOSA four-star rating during 2001.
Freda-Rebecca - Zimbabwe
Introduction
The Company acquired the Freda-Rebecca mine in 1996 with the
acquisition of Cluff. The mine is located in Bindura in Zimbabwe. The Company
now conducts underground mining operations at Freda-Rebecca as the open pits
were mined out in 1998. The ore is processed by means of a conventional CIL
plant, which was designed to treat open pit sulphide ore. The life of mine plan
currently projects mining until approximately 2005 at current production rates.
In 2001 a total of 1.156 million tonnes of ore was mined from
underground. In the 12 months ended December 31, 2001, Freda-Rebecca mine
produced 102,654 ounces of gold at a cash operating cost of US$222 per ounce
compared to 112,164 ounces at US$198 per ounce in 2000. The head grade was 3.30
g/t, whilst the recovery was 86.4%. Over the past few years the robust, higher
grade, easier production ore blocks have been mined resulting in production
being at a higher than average reserve grade. In 2000 a total of 112,164 ounces
was recovered from the processing of 1.003 million tonnes of ore grading 3.89
g/t at a recovery of 89.8%. In 2001, metallurgical recovery was impacted on by a
series of mechanical problems in the milling and leach tanks sections of the
processing plant as well as the processing of ores emanating from the western
extremity of the mine in the second half of the year which are suspected of
being uncharacteristically refractory in nature. The recoveries remain low and
investigations are being undertaken to determine the exact nature and extent of
the recovery problem. Persistent interruptions to the processing plant combined
with reduced leach tank capacity made it difficult to maintain steady state
operating conditions and gold recovery was adversely affected. The low recovery
and lower feed grade therefore accounted for the decrease in gold production
relative to 2000. Over the last few months due to the support price mechanism
set by the Government of Zimbabwe (see Economic/Political Situation below),
price
33
realised per ounce on the sale of gold to the Government of Zimbabwe has been
higher than the prevailing market price.
Reserves
The proven and probable contained gold reserves of Freda-Rebecca as at
December 31, 2001 and December 31, 2000 are set out in the table below.
As at December 31, 2001 As at December 31, 2000
---------------------------------------------------------------------------------------------------------
Contained Contained
Metallurgical Ore Gold Ore Gold
Recovery Tonnes Grade Ounces Tonnes Grade Ounces
% (millions) g/t (millions) (millions) g/t (millions)
---------------------------------------------------------------------------------------------------------
Proven Reserves 90 4.3 2.5 0.3 4.1 2.4 0.3
Probable Reserves 90 1.1 2.4 0.1 1.7 2.4 0.1
---------------------------------------------------------------------------------------------------------
Total Ore Reserves 90 5.4 2.5 0.4 5.8 2.4 0.4
=========================================================================================================
NOTES:
1. For economic studies and the determination of cut-off grades, a gold price
of US$300 per ounce was assumed.
2. The grade estimate is inclusive of adjustments for mining dilution and ore
losses during mining. Metallurgical losses are excluded from the
calculation of contained gold ounces.
Geology
Freda-Rebecca mine is situated approximately in the middle of the
Harare-Shamva Greenstone Belt. Gold mineralisation is controlled by both
lithology and structure and is associated with sulphides. The sulphides exhibit
two styles. The older style is of a disseminated nature and is the primary
auriferous phase. The younger style is shear-hosted and occurs in narrower
widths. This style, especially where fine-grained, is associated with higher
grades. In both styles, sulphides are fine to coarse grained. Primary sulphides
are pyrite, arsenopyrite, pyrrhothe and chalcopyrite. Mineralisation is also
associated with chloritisation, silicification and carbonatisation.
Mining Methods
In the initial phase of development, Freda-Rebecca was an open pit
operation with two pits.
The Rebecca pit was mined down to a depth of 100 metres by open pit
method. The ore body is low grade (1.05 g/t cut-off grade in the pit), and this
method proved to be economic due to economies of scale of bulk mining. The oxide
layer was mined at a cut-off grade of 0.95 g/t.
As the Rebecca open pit was nearing depletion, a feasibility study was
carried out and it was proved that at a 2 g/t cut-off, an underground mine was
economic. Various methods were investigated and finally open-stoping with
subsequent fill was selected. This was used to exploit the Rebecca Upper East
and Lower East.
Four mining methods, namely sub-level stoping, room and pillar, ramp in
stope and panel stoping, are used at the Freda-Rebecca mine. Sub-level stoping
with troughs is now the dominant mining method.
Exploration work continued on a number of joint venture prospects in
the vicinity of the mine.
Processing Methods
Crushed material is conveyed into two separate milling modules, each
consisting of a SAG mill in closed circuit with a 750mm diameter cyclone (one
standby) to produce an overflow of 80%. About 30% of primary cyclone underflow
is bled off into Knelson concentrators for coarse gold recovery, while the
overflow is de-watered in two cluster cyclone sets to 48-50% solid prior to
34
gravitation into the leach circuit. The leach train consists of three
mechanically agitated pre-leach tanks in series and nine carbon in leach tanks
providing a total residence time of about 48 hours.
Gold bearing solution from the elution is passed through the
electro-winning cells and the gold is deposited on steel wool cathodes. The
steel wool cathodes are digested in hydrochloric acid to give a gold sludge,
which is then water washed, dried, fluxed and smelted to produce bars of gold
bullion.
Economic/Political Situation
The economic and political situation in Zimbabwe during 2001 continued
to pose a series of difficult problems for the management team. The lack of
foreign exchange and the fixed exchange rate coupled with high inflation put
severe pressure on the supply function and the operating costs. Towards the end
of the year, the foreign exchange problem was alleviated slightly but the
situation remained tight. Revenue for Freda-Rebecca benefited in 2001 due to a
support price set by the Zimbabwean Government. This support price is set at a
level higher than the prevailing gold price as a concession for gold mining
companies receiving a substantial part of their bullion sale proceeds in
Zimbabwe dollars. This support price mechanism is continuing in 2002.
Health, Safety and Environment
Freda-Rebecca mine was awarded a NOSA four-star rating in 2001.
Exploration
General
The Company's exploration strategy to date has been to focus on gold
projects only in Africa. The Company has projects in the major gold belts of
West, Southern and East Africa. Exploration on the Company's existing mines is
conducted by personnel at the mine sites whereas exploration around the mines
and elsewhere in Africa is conducted by staff from Ashanti Exploration, a
division of the Company.
The Company has established phased guidelines for assessing whether an
exploration project merits further expenditure. Each project must meet certain
economic requirements based on its potential tonnage, grade and projected
economic return, based on future capital and operating costs. An exploration
project must meet or exceed these criteria at all stages in its development in
order for further expenditure to be undertaken. Many countries in which the
Company is conducting exploration operations, or is considering conducting such
operations, are characterised by political instability and economic uncertainty.
See Item 3 "Risk Factors - General Political Risks". When deciding whether to
pursue an exploration project, the Company assesses its geological potential,
political stability of the country in which a potential project is located, its
regulatory and fiscal regime, security of title to property and economic
conditions, as well as the project area's access to infrastructure such as roads
and power.
The management believes that the African continent offers a wide range
of exploration and development opportunities, and that the Company is
particularly well positioned to take advantage of such opportunities because of
its operational base in the region and its position as an African gold mining
company.
During 2001, Ashanti's exploration focus continued to be on and around
its existing mining operations where the full benefit of additional reserves
could be more rapidly realised. However, whilst focusing on gold production, the
Company would also consider significant exploration and development
opportunities in Africa in base and precious metals outside the core business
area should they arise.
East Africa
Tanzania
At Geita, exploration during 2001 focused on the identification and
evaluation of several prospects within the Geita Mine's extensive mining and
prospecting licences. A total of 4.5 million
35
tonnes of mineralised material was delineated at Chipaka, situated six
kilometres northwest of the plant. Significant mineralisation was intersected
down plunge from the Geita hill open pit and will require follow-up. Encouraging
results were also received from the Prospect 30, Samena and Nyamatigata
prospects.
Infill drilling of the Nyankanga underground mineralised material
commenced at year end as part of the full feasibility study while pit
optimisations will also be undertaken on the Roberts and Chipaka deposits to
determine open pit reserves.
Elsewhere in Tanzania, Ashanti continued its regional assessment of the
Lake Victoria Goldfields during the year.
West Africa
Guinea
In 2001, exploration around the Siguiri mine site was mainly targeted
at locating and defining CAP mineralisation. Reserves comprising SAP ore were
outlined at Sintroko, 4 kilometres south of the Kosise pit. Definition drilling
of both CAP and SAP was also completed at the newly identified and nearby
Soukonu deposit and in an area immediately south of the current Kosise pit
limits.
Cote d'Ivoire
Reverse Air Blasting ("RAB") and aircore drilling showed that the 20
kilometre long M'Basso/Bebou and the 7 kilometre striking Abrabine gold-in-soil
anomalies, in the Allangaou permit of south-eastern Cote d'Ivoire, were related
to minor bedrock mineralisation. Exploration has re-focussed onto a package of
permits subject to an agreement signed with Rio Tinto in October 2001.
Mali
Follow up geochemical sampling and RAB drilling were undertaken on a
number of prospects in south-eastern Mali. Additional targets have been
identified and are currently being evaluated.
Ghana
Exploration and assessment continued on a number of prospects on and in
the vicinity of the Bibiani, Iduapriem and Obuasi operations.
Obuasi
As was the case in 2000, the main objectives of the underground diamond
drilling programme were to improve the definition of mineralised material across
the mine and the delineation of new mineralised material in the south section
above 41 level, the north section of the mine above 20 level and below 50 level
across the base of mine between the Adansi and BSVS.
In the south, promising intersections were obtained in the previously
weak East Lode and at Sansu. Drilling below 50 level provided consistently good
results across strike showing that mineralisation extended down to the deepest
levels drilled. Several plus 20 g/t intersections over mineable widths were made
in quartz material down to 56 level in the vicinity of the KMS. The most
significant intersection occurred at 62 level below the KMS, where 13.3 metres
of quartz with visible gold assayed 66 g/t. This hold confirmed the down dip
extension of the ore body to at least some 400 metres below the 1,600 metres
elevation, currently the deepest level of the existing mine infrastructure.
Southern Africa
Zimbabwe
At the RAN project near Freda-Rebecca, mineralised material amounting
to 2.8 million tonnes was outlined, a portion of which could be amenable to open
pit mining. In addition a small open pit oxide reserve was delineated at the
Phoenix Prince prospect.
36
Central Africa
D.R.Congo
During 2001, the Company increased its Kimin concession by 6,000 square
kilometres to cover most of the historically productive Kilo greenstone belt.
Exploration is still to commence.
Mine Development
Iduapriem/Teberebie
During 2001, a feasibility study was undertaken on upgrading the CIL
plant capacity to 4.0 million tonnes from its present 2.9 million tonnes per
annum in order to reduce unit costs. The project includes the installation of an
additional SAG mill, upgrading of the elution circuit, conversion from CIL to
CIP, and the relocation of crushing activities to a larger crusher which is
already operational close to the Teberebie pits. The installation of an overland
conveyor to transfer crushed product to the Iduapriem processing plant is also
proposed. The results of the study are positive, improving cash flow overall and
expanding the ore reserves. The project reached the approval stage at the end of
2001 and is expected to be completed during 2002.
Bibiani
During the year, the evaluation of a trackless underground mining
operation to exploit extensions of the open pit mineralisation to depth
continued but was not finalised. This work has continued in 2002 with a limited
diamond drilling programme and geotechnical investigations. Business initiatives
to acquire prospective ground within economic haulage distance of the processing
plant and extend mine life beyond 2004 will also be further progressed in 2002.
In 2001 a small deposit, Mpesetia, containing 30,000 reserve ounces was acquired
and mining commenced in the first quarter of 2002.
Obuasi
At Obuasi a team has been set up to undertake conceptual engineering
work on a project to evaluate the options for exploitation of the recently
intersected mineralized material extending to depth below 50 level, currently
the deepest level accessible from existing mine infrastructure.
Freda-Rebecca
During 2001, the results of exploration drilling on the RAN concession
were modelled and evaluation work was undertaken to assess the viability of
developing the property. The results will be appraised in 2002 and a decision
will then be made on whether or not to proceed with the development of an open
pit mining operation on the RAN property and to process the ores at the existing
Freda-Rebecca mine treatment plant commencing in 2003.
Youga
In 2001, the latest drilling results from exploration activities on the
Youga concession were incorporated into the geological model and the feasibility
study on the deposit was updated. Submissions were made to the Government of
Burkina Faso in respect of Environmental Impact Assessment and Action Plans in
order to obtain approval for a mining license, to secure tenure of the
properties and to satisfy local expectations as to the timing the development of
the property.
All mine development expenditure was provided from working capital and
cash revenues from the mines.
37
The Gold Market
Gold is used primarily for fabrication and bullion investment.
Fabricated gold has a wide variety of uses including jewellery (the largest
fabrication use for gold), electronics, dentistry, decorations, medals,
medallions, and official coins. Certain purchasers of official gold coins, and
of high-carat, low mark-up jewellery, may be motivated by investment, so that
the net private gold bullion purchases alone do not necessarily represent the
total investment activity in gold. Central banks buy, sell and hold gold bullion
as part of their national investment strategies.
Ashanti currently has separate gold refining and purchasing
arrangements for each of its mining properties as follows:
Mine Refiner
--------------------------------------------------------------------------------
Obuasi: N.M. Rothschild & Sons and Commerzbank International SA
Bibiani: UBS AG, Zurich
Iduapriem: UBS AG, Zurich
Siguiri: Credit Suisse First Boston
Freda-Rebecca: Reserve Bank of Zimbabwe
Geita: Societe Generale de Paris
Gold is shipped to a refiner and upon receipt the relevant company
within the Group is normally credited with funds within two days into offshore
and onshore accounts of such company.
Gold bars produced by mining companies can be of any size and the
Company typically produces bars averaging about 800 ounces in weight. It is
general practice for the refiner to recognise the value of the silver contained
in the gold bar and the Company is credited accordingly. The refinement process
upgrades the gold to 99.99% purity by a process of electrolysis.
The gold bullion market is relatively deep and liquid. Purchase and
sales of gold take place around the globe in all sizes and forms. In London,
gold trading is conducted by a number of bullion houses, and prices are set
twice daily by the five members of the "ring". The ring was originally
established to determine the price that represents the benchmark for trades and
contracts. The price set is the one at which orders to buy and sell are
perfectly matched. Prices are determined in the morning and afternoon, the so
called A.M. and P.M. fixes, for each trading day.
This market provides the foundation for many derivative instruments
such as futures, options, warrants and swaps. Substantial producers and
purchasers use these markets to hedge their respective positions. The process
for a producer involves the use of forward contracts and derivative instruments
to hedge part of the production against falls in the gold price. Whilst hedging
exposes the Company to certain risks, it is intended to help the Company secure
a predictable cash flow which assists in planning and forecasting future
revenues, and helping to ensure that financial commitments and other
undertakings can be met. For a discussion of the Company's hedging operations,
see Item 11 "Quantitative and Qualitative Disclosures About Market Risk."
Ghana
Introduction
Ghana is located in West Africa and covers an area of approximately
238,000 square kilometres with a population of approximately 20 million. The
State of Ghana was created in 1957, when it became the first of the former
colonies in West Africa to gain independence. The official language of Ghana is
English and the country is located between the French-speaking countries of Cote
d'Ivoire and Togo.
Political Background
The period from the granting of independence in 1957 to 1981 was
turbulent in the political history of Ghana. During this time, Ghana's
governments alternated periodically between military and civilian rules. After
the military coup which brought him into power the second time, Flight
Lieutenant Jerry Rawlings and his Provisional National Defence Council ("PNDC")
government
38
ruled the country for 11 years during which time relative political stability
and economic progress was achieved. In November 1992, Jerry Rawlings was elected
President in the first democratic election in over a decade.
The principal step in the transition to the current level of democratic
rule was a referendum in April 1992 which endorsed a new constitution. The new
constitution gives the President supreme executive power in both civil and
military matters. It also provides for a fixed presidential term of office of
four years, with a maximum of two terms for any one person, and created a 200
member parliament to oversee the day-to-day functions of the government. While
independent international observers declared that the presidential election was
fairly decided, opposition parties claimed that the election had been rigged and
boycotted the subsequent legislative elections held in December 1992.
Presidential and parliamentary elections took place in December 1996.
Both elections this time were contested and President Rawlings won again with
57.5% of the total votes and the ruling NDC party took 132 of the 200 seats in
parliament. Elections were held again in December 2000. Jerry Rawlings was
unable to stand for President, having completed his two terms, and there were
seven new candidates contesting the presidential election. The first round was
inconclusive, with no candidate achieving the required 50% majority. A second
round was conducted in early January 2001 between Professor J.E.A. Mills of the
National Democratic Congress ("NDC") and Mr. J.A. Kufuor of the New Patriotic
Party ("NPP"), which was won by Mr. J.A. Kufuor with 56.9% of the votes cast.
The 2000 parliamentary elections also resulted in a defeat for the ruling NDC
party, with the NPP winning a total of 99 seats to the NDC's 92 seats. Smaller
parties and independent candidates hold the other nine seats.
Political Structure
The Constitution, which came into force on January 7, 1993, and is the
supreme law of Ghana, establishes the political structure of the government and
enshrines a number of fundamental human rights and freedoms (for example,
personal liberty, non-discrimination, freedom of expression and concepts of
natural justice). The Constitution specifically preserves as current law the
written and unwritten laws of Ghana as they existed before the date of the
Constitution (except that they are to be construed in conformity with the
Constitution) and provides that, as a general matter, other than as provided in
the Constitution, the existing law is not to be affected by the adoption of the
Constitution. For this reason, and because of the different manifestations of
the Government over the years, the principal legislation includes decrees and
legislation promulgated by previous governments.
The Constitution establishes an executive branch headed by a President,
a Parliament and an independent judiciary. The President of the Republic of
Ghana acts as head of State, head of government and commander-in-chief of the
armed forces. In determining government policy, the President is assisted by the
Cabinet (which consists of the Vice President and between 10 and 19 Ministers of
State), as well as by non-Cabinet ministers and other senior advisers in the
office of the President. The President is also advised in relation to
legislative matters by a Council of State (which comprises a mix of presidential
appointees, representatives from the different regions of Ghana and former
holders of high office).
Parliament holds the legislative authority in Ghana. Matters are
generally decided by a simple majority vote, subject to a quorum of at least
half the members of Parliament being present. The power of Parliament to make
laws is exercised by passing the relevant bill and obtaining Presidential
assent.
The judiciary is independent from the President, the legislature and
the executive and subject only to the terms of the Constitution. The judicial
branch consists of a Supreme Court, the Court of Appeal, the High Court,
Regional Tribunals, and such lower courts of tribunals as Parliament
establishes.
39
Economy
Ghana is comparatively well-endowed with natural and human resources.
It has a good supply of fertile land suitable for growing a broad range of
agricultural commodities, and considerable forestry, fishing and mineral
resources, as well as hydro-electric power resources. Agriculture accounts for
approximately 50% of GDP, with cocoa being the most important crop.
The unit of currency in Ghana is the Cedi. The Cedi has been
characterised by continuous depreciation against the US dollar over the last
decade. The exchange rate was determined by auction until 1992. Currently the
exchange rate is set by an interbank market for foreign exchange and the rates
are now largely determined on the basis of market forces. During 2000 the Cedi
experienced rapid depreciation.
However, in 2001, mainly through the exercise of more prudent fiscal
and monetary policies by the new government, the Cedi was relatively stable
against almost all the major currencies with depreciation against the US dollar
of only 3.7% for the year, compared with 49.5% for the corresponding period in
2000. Again, inflation, which stood at 40.5% at the end of 2000 and peaked at
about 42% in March 2001, was down to 21.3% in December 2001.
As part of the measures to promote capital and investment growth and to
assist the development of venture capital companies the government, in its 2002
budget, has reduced stamp duty on stated capital from 2.0% to 0.5%.
Economic Recovery Program
Ghana experienced a protracted economic decline in the mid 1970s and
early 1980s. The decline was marked by high and accelerating inflation resulting
in overvaluation of the Cedi with the trade account moving into deficit in 1981
after several years in surplus. Lack of foreign investment, emigration of
skilled labour and government policies favouring rapid industrialisation through
import substitution all weakened the productive base of the economy. Faced with
sharply rising inflation, an economic slump and a mounting external deficit, the
Government sought outside assistance.
In April 1983, the Government introduced the Economic Recovery
Programme (the "ERP"). The ERP incorporated recommendations of the IMF and World
Bank. The main elements of the ERP were to reduce inflation and achieve
equilibrium, to reduce the mounting budget deficit and to promote economic
growth and export recovery through a realignment of incentives towards
productive activities. The program also highlighted the need for structural
reform, economic liberalisation and improving the availability of essential
consumer goods.
The ERP, and subsequent actions by the Government, are widely
considered to have been generally successful in restoring Ghana's economic
health. The economy is still dependent on aid but Ghana ceased in 1991 to rely
on IMF balance of payments support, following a period of rapid economic
adjustment financed by concessional loans from the IMF. By Sub-Saharan African
standards Ghana has achieved an impressive growth performance.
A Value Added Tax ("VAT") was successfully introduced at the end of
1998. During 1999 and 2000, the Ghanaian economy was negatively affected as a
result of low prices for gold and cocoa, and high prices for imported crude oil.
The newly elected Government is currently in the process of
implementing various measures including fiscal reforms, designed to improve the
economic situation.
Highly Indebted Poor Country ("HIPIC") Initiative
With the large infusion of external loans to finance the ERP, the
country's debt carrying capacity was over-stretched without achieving the
expected corresponding export recovery. Therefore, in March 2001, the new
government decided to take advantage of the HIPIC initiative, which provides
debt relief from both bilateral and multilateral creditors. This initiative is
aimed at restoring the country to a sustainable debt carrying capacity and to
free resources for poverty reduction programmes in the near-term of 2002 to
2004.
40
Mining
After going through a period of contraction for many decades, the
Ghanaian mining sector grew markedly during the 1990s. Since 1983, the
Government has introduced a number of incentives for mining companies, with the
result that new investment has increased. Encouraged by support from the World
Bank, with the provision of debt and guarantee facilities from the International
Finance Corporation, gold mining has enjoyed a renaissance, with output more
than quadrupling since 1987. The vast majority of the output comes from
underground and open pit mines in the Western and Ashanti regions.
Regulations and Leases
Ghana
Minerals and Mining Law
General
Mining activities in Ghana are primarily regulated by the Minerals and
Mining Law, 1986 (as amended) (the "Mining Law").
Under the Constitution and the Mining Law, all minerals in Ghana in
their natural state are the property of the State and title to them is vested in
the President on behalf of and in trust for the people of Ghana, with rights of
prospecting, recovery and associated land usage being granted under licenses or
leases.
A license is required for the export or disposal of such minerals and
the Government has a right of pre-emption over all such minerals. The Government
shall acquire, without payment, a 10% interest in the rights and obligations of
the mineral operations in relation to a mineral right to reconnaissance,
prospecting or mining, and shall have the option to acquire a further 20%
interest where any mineral is discovered in commercial quantities, on terms
agreed between the Government and the holder of the mining lease subject to
arbitration if the parties fail to agree.
A license or lease (granting a mineral right) is required to
reconnoitre or prospect for or mine a mineral in Ghana, and the Minister of
Energy and Mines of the Government (the "Minister of Mines") has power to
negotiate, grant, revoke, suspend or renew any mineral right, subject to a power
of disallowance exercisable within 30 days of such grant, revocation, suspension
or renewal by the Cabinet. The powers of the Minister of Mines are to be
exercised on the advice of the Minerals Commission, which is responsible for
regulating and managing the utilisation of natural resources and co-ordinating
policies relating to them. The grant of a mining lease by the Minister of Mines
is normally subject to parliamentary ratification unless specifically exempted.
A mineral right is deemed a requisite and sufficient authority over the
land in respect of which the right is granted, although a separate license is
required for certain other activities, such as the diversion of water, and
additional consents may be required for certain developments. A mineral right or
interest therein may not be transferred, assigned or otherwise dealt with in any
other manner without the Minister of Mines' prior written approval.
Control of Mining Companies
The Minister of Mines has the power to object to a person becoming or
remaining a "shareholder controller", a "majority shareholder controller" or an
"indirect controller" of a company which has been granted a mining lease ("a
mining company") if he considers that the public interest would be prejudiced by
the person concerned becoming or remaining such a controller. In this context:
(a) "shareholder controller" means a person who, either alone or with
certain others, is entitled to exercise, or control the exercise
of, 20% or more of the voting power at any general meeting of a
mining company or of any other company of which it is a subsidiary;
41
(b) "majority shareholder controller" means a shareholder controller in
whose case the percentage referred to in (a) above also exceeds
50%; and
(c) "indirect controller" means a person in accordance with whose
directions or instructions the directors of a mining company, or of
another company of which it is a subsidiary, or the shareholder
controllers of that mining company are accustomed to act.
A person may not become a shareholder controller, a majority
shareholder controller or an indirect controller of a mining company unless he
has served written notice on the Minister of Mines of his intention to that
effect and the Minister of Mines consents to his becoming such a controller or
does not object within a period of six months.
Where a person becomes or continues to be a controller of the relevant
description after a notice of objection has been served on him, or otherwise in
contravention of the procedures prescribed by the Mining Law, the Minister of
Mines may notify the controller that, until further notice, any specified shares
are subject to restrictions. The relevant restrictions include restrictions on
transfer, voting rights, receipt of further shares and distributions. The
Minister of Mines may apply to the High Court to order the sale of any shares
which are the subject of such a restriction. There is no legal restriction on
the foreign ownership of a mining company.
Where a person, either alone or with certain others, acquires an
interest in 5% or more of the voting power of a mining company he is required to
notify the Minister of Mines.
A person who is a controller of a mining company must give notice of
his ceasing to be such a controller before he disposes of his interest. In
addition, the mining company itself has to give notice to the Minister of Mines
of the fact that any person has become or ceased to be a controller. Violation
of these provisions of the Mining Law is a criminal offence. The law also gives
the Minister of Mines power to investigate and report on the ownership and
control of any mining company.
The Mining Law also gives the Government the right to acquire a special
share in a mining company in order to protect the assets of the relevant company
and to reflect and further the intentions of the provisions of the Mining Law
relating to control of a mining company. The Government holds such a share in
the Company, the Golden Share.
The Regulations of the Company (see Item 10 "Additional Information -
B. Regulations of the Company") also require the Company and the Directors to
comply with any order made by the Minister of Mines under the provisions of the
Mining Law and provide that any action taken by the Company or the Directors in
pursuance of any such order shall be final and conclusive and binding on all
persons.
Payments
The Mining Law provides that royalties are payable by the holder of a
mining lease to the State at rates of between 3% and 12% of total minerals
revenue, depending on a formula set out in mineral royalty regulations. The
formula is determined by calculating the ratio of revenue minus operating costs,
interest and capital allowances to total revenue. A ratio of 30% or lower will
attract a royalty of 3%. For every 1% that the ratio exceeds 30%, the amount of
the royalty will increase by 0.0225% up to a maximum of 12% The Laws of Ghana
currently provide for income tax at a rate of 30%. The Mining Law provides for
an entitlement to certain specified capital allowances and various additional
fiscal and other benefits.
Retention of Foreign Earnings
Holders of mining leases have certain limited rights to retain foreign
exchange earnings overseas and to use such earnings for the acquisition of
machinery and equipment as well as for certain other payments such as debt
service payments and dividends. See Item 10D "Additional Information - Exchange
Controls".
42
Leases
Mining leases may be applied for either by a prospecting license holder
who has established the existence of minerals in commercial quantities or by
others who do not hold such licenses, who establish the same to the satisfaction
of the Minister of Mines. Mining leases are normally granted for a period not
exceeding 30 years and the holder may apply to the Minister of Mines for
renewal, on such conditions as the Minister of Mines may determine, for up to
another 30 years. They are to have a maximum size (subject to derogation by the
President where it is considered to be in the national interest) of 50 Km'pp'2
for any grant and 150 Km'pp'2 in aggregate. A holder may apply for an
enlargement of the mining area, which, subject to the Mining Law, the Minister
of Mines may grant if satisfied such approval is in the national interest. The
rights conferred by mining leases include those to take all reasonable measures
on or under the surface to mine the mineral to which the mining lease relates,
to erect necessary equipment, plant and buildings, to prospect within the mining
area and to stack or dump mineral waste is an approved manner. Reconnaissance
and prospecting licenses are normally granted for up to 12 months and three
years respectively, subject to renewal.
A detailed program must be submitted for the recruitment and training
of Ghanaians with a view to achieving "localisation", being the replacement of
expatriate personnel by Ghanaian personnel. In addition, the holder must give
preference to Ghanaian products and personnel, to the maximum extent possible,
consistent with safety, efficiency and economy.
Prior notification to the Minister of Mines is required for ceasing,
suspending or curtailing production. Approval to such actions may be given,
subject to conditions determined on the advice of the Minerals Commission.
There are also provisions relating to surrender, suspension and
cancellation of mineral rights in certain circumstances. The Minister of Mines
may suspend or cancel a mineral right if, among other things, the holder fails
to make payments under the Mining Law when due, if the holder is in breach of
any provisions of the Mining Law or of the conditions of the mineral right or
the provisions of any other enactment relating to mines and minerals or becomes
insolvent or bankrupt or makes a statement to the Minister of Mines in relation
to the mineral right which he knows, or ought to have known to be false. Except
as otherwise provided in a specific mining lease, all immovable assets of the
holder under the mining lease vest in the State on termination, as does all
moveable property that is fully depreciated for tax purposes. Moveable property
that is not fully depreciated is to be offered to the State at the depreciated
cost.
The holder must exercise his rights subject to such limitations
relating to surface rights as the Minister of Mines may prescribe. Subject to
the proper conduct of the mining operations, the holder must affect as little as
possible the interest of any lawful occupier, whose grazing rights are retained
but who is precluded from erecting any building without the consent of holder
(or, if such consent is unreasonably withheld, without the consent of the
Minister). An owner or occupier of any land subject to a mineral right may apply
to the holder for compensation and the amount of the compensation shall, subject
to the approval of the Land Valuation Board, be determined by agreement between
the parties concerned (or, if they are unable to reach agreement, by the
Minister of Mines in consultation with the Land Valuation Board). The Land
Valuation Board has in the past increased amounts of compensation payable to
owners and occupiers.
The holder, in the exercise of his rights, is required to have due
regard to the effect of the mineral operations on the environment and is to take
such steps as may be necessary to prevent pollution of the environment as a
result of such operations. A range of activities and breaches of the Mining Law
including obstructing the Government from exercising its pre-emption right and
conducting mining, prospecting or related activities otherwise than in
accordance with the Mining Law, constitute offences punishable by fine or
imprisonment. The maximum fine is Cedi 500,000 (at current exchange rate,
approximately US$70), and the maximum term of imprisonment is two years.
43
Mining Properties
Obuasi Mining Lease
The Company's current mining lease for the Obuasi area was granted by
the Government on March 5, 1994. It grants to the Company the mining rights to
land with an area of approximately 334 square kilometres in the Amansie East and
Adansi West districts of the Ashanti Region for a term of 30 years from the date
of the agreement. In addition the application for a mining lease over the
adjacent 140 square kilometres Binsere Prospecting Lease has also been granted
resulting in the total area under mining lease conditions increasing to 474
square kilometres (the "Lease Area"). The Company may, not less than one year
before expiry of the relevant lease, apply for an extension and if it is not in
default at the time it shall be entitled to an extension upon such terms and
conditions as the parties may then agree. The Government also granted to the
Company the exclusive rights to work, develop and produce gold in the Lease Area
(including the processing, storing and transportation of ore and materials)
together with the rights and powers reasonably incidental thereto subject to the
provision of the relevant lease for that term.
The Company is required to pay, to the Government, rent (subject to
review every five years, when the rent may be increased by up to 20%) at the
rate of approximately US$5 per square kilometre and such royalties as are
prescribed by legislation, including royalties on timber felled within the Lease
Area. The Company is required to pay tax and effect foreign exchange
transactions in accordance with the laws of Ghana.
Upon the termination or expiration of the agreement, immovable assets
in the Lease Area and all other appurtenances in pits, trenches and boreholes
shall become the property of the Government without charge. All materials,
supplies, vehicles and other moveable assets that are fully depreciated for tax
purposes shall become the property of the Government without charge. Other such
property shall be offered to the Government at the depreciated value within 60
days. If the Government does not accept the offer within a period of 60 days the
Company may sell, remove or otherwise dispose of the property during a period of
180 days after expiry of the offer. All such property not sold, removed or
otherwise disposed of shall become the property of the Government without
charge. Upon termination or expiry of the agreement, the Company shall leave the
Lease Area and everything therein in a good and safe condition and, unless the
Chief Inspector of Mines otherwise directs, shall take all reasonable measures
to leave the surface of the Lease Area in good and usable condition.
The agreement is not assignable in whole or in part by the Company
without the consent of the Government. The Government may impose such conditions
precedent to the giving of such consent as it may deem appropriate in the
circumstances. No assignment however may relieve the Company of its obligations
under the agreement except to the extent that such obligations are actually
assumed by the assignee. When new laws and conditions coming into existence
subsequent to the date of the agreement unfairly affect interests of either
party to the agreement, the agreement may be renegotiated at the request of the
unfairly affected party. The agreement is governed by and construed in
accordance with the laws of Ghana. Security over the Obuasi mining lease has
been granted to the lenders under the Enlarged RCF by way of a fixed charge over
the Obuasi mining lease. The Government (acting through the Ministry of Mines)
granted its consent to the creation of such security pursuant to section 19 of
the Mining Law, on June 21, 2002.
Ayanfuri Mining Leases
The Company has title to the Ayanfuri and Nanankaw Mining Leases
covering an aggregate area of 100 square kilometres, granted on June 7, 1994 for
a period of 10 years. The terms and conditions of the lease are consistent with
similar leases granted by the Government as detailed in the discussion above of
the Obuasi mining lease.
Bibiani Mining Lease
Bibiani had title to a 50 square kilometre mining lease for a period of
30 years to May 18, 2027. The terms and conditions of the lease are consistent
with similar leases granted by the Government as detailed in the discussion
above of the Obuasi mining lease. With effect from
44
October 1, 2001, the Bibiani mining lease was transferred to the Company from
Ashanti Goldfields (Bibiani) Limited. Security over the Bibiani mining lease has
been granted to the lenders under the Enlarged RCF by way of a fixed charge over
the Bibiani mining lease. The Government (acting through the Ministry of Mines)
granted its consent to the creation of such security pursuant to section 19 of
the Mining Law, on June 21, 2002.
Iduapriem Mining Lease
The Company has title to the 33 square kilometres Iduapriem mining
lease granted on April 19, 1989 for a period of 30 years. The terms and
conditions of the lease are consistent with similar leases granted by the
Government as detailed in the discussion above of the Obuasi mining lease.
Teberebie Mining Leases
Teberebie has two leases, one granted in February 1998 for a term of 30
years and another granted in June 1992 for a term of 26 years. The terms and
conditions of the lease are consistent with similar leases granted by the
Government as detailed in the discussion above of the Obuasi mining lease.
Zimbabwe
General
All rights to minerals in Zimbabwe are vested in the President of
Zimbabwe. Issues relating to the acquisition of mining rights and operation of
mines falls under the jurisdiction of the Ministry of Mines, Environment and
Tourism and are regulated by the Mines and Minerals Act, 1996.
Applications for the acquisition of mining and exploration rights must
be made through the office of the Mining Commissioner. The application must be
made by a company registered in Zimbabwe which may be foreign owned.
All gold extracted in Zimbabwe has by law to be delivered to Fidelity
Refinery, a section of the Reserve Bank of Zimbabwe where gold is further
smelted and refined.
The holder of a mining lease may abandon his holding by applying in
writing to the Mining Commissioner and a certificate of abandonment obtained.
Forfeiture may be enforced by the Mining Commissioner if the owner fails to
obtain an annual inspection certificate which certifies that the owner has met
certain production and development criteria.
Environmental issues are subject to the Environment Act which requires
among other things that an Environmental Impact Assessment be undertaken on the
commencement of new mining projects. At the termination of the lease the owner
has the right to freely dispose of his assets and to obtain a quittance
certificate from the Mining Commissioner.
Freda-Rebecca Mining Leases
The Company has a mining lease for its Freda-Rebecca operation. The
application was originally approved in 1994 and is renewed on an annual basis
with no specific term.
Guinea
General
In Guinea, all mineral substances are the property of the State. Mining
activities are primarily regulated by the Mining Code, 1995. The right to
undertake mining operations can only be acquired by virtue of one of the
following mining titles: surveying permit, small-scale mining licence, mining
prospecting licence, mining licence or mining concession.
The holders of mining titles are guaranteed the right to dispose freely
of their assets and to organise their enterprises as they wish; the freedom to
engage and discharge staff in accordance with the regulations in force; free
movement of their staff and their products throughout Guinea and freedom to
dispose of their products in international markets.
45
Siguiri Mining Leases
SAG has title to the Siguiri Mining Concession Area which was granted
on November 11, 1993 for a period of 25 years. The agreement provides for an
eventual extension/renegotiation after 23 years for such periods as may be
required to exhaust economic ore reserves.
The original area granted encompassed 8,384 square kilometres which SAG
was required to reduce to five or fewer single blocks of not less than 250
square kilometres per block totalling not more than 1,500 square kilometres by
November 11, 1996. The retrocession actually reduced the Siguiri Concession Area
to four blocks totalling 1,495 square kilometres.
SAG has the exclusive right to explore and mine in the remaining
Siguiri Concession Area for a further 22 year period from November 11, 1996
under conditions detailed in a Convention de Base ("CdeB") ratified by
Presidential Decree, thus giving the CdeB the force of law, and predating the
new Guinea Mining Code. Key elements in the SAG Convention de Base are: the
Government of Guinea holds a 15% free-carried or non-contributory interest; a
royalty of 3% is payable on the value of gold exported; a local development tax
of 0.4% is payable on the gross sales revenues; salaries of expatriate employees
are subject to a 10% income tax; mining goods imported into Guinea are exempt
from all import taxes and duties for the first two years of commercial
production; the Company is committed to adopt and progressively implement a plan
for effective rehabilitation of the mining areas disturbed or affected by
operations.
The CdeB is subject to early termination if both parties formally and
expressly agree to do so, if all project activities are voluntarily suspended
for a continuous period of eight months or are permanently abandoned by the
Company, or if the Company goes into voluntary liquidation or is placed into
liquidation by a court of competent jurisdiction.
Tanzania
A mining licence for the development of the Geita Mine was issued by
the Minister for Energy and Minerals of Tanzania in June 1999, expiring in 2024.
The mine is now the subject of a joint venture with Ashanti owning 50%.
A new Mining Act recently came into force replacing the Mining Act
1979. Under this new Act, licencees must maintain reasonable minimum rates of
work and expenditure on licences, and provided this is maintained, licences can
only be revoked in the case where a licencee becomes unfit to hold a licence,
generally because of bankruptcy, or if the Act or Regulations are breached. Upon
termination of a licence, the area becomes vacant and may be the subject of new
licence applications.
Current government fiscal policies are regarded as internationally
competitive, and include reasonable depreciation provisions and exemption from
VAT and customs duties. Royalties on mineral production are levied at the rate
of 3% of total mineral revenue. There is also a 10% withholding tax levied on
the transfer of branch profits or dividends overseas.
Exploration Properties
In general, the exact conditions of the tenements of the Company's
exploration properties vary depending on the country in which the tenement is
located and the historical background to the tenement application. Generally,
however, the tenements extend to the Company (or the Company's joint venture
partner) the right to explore for gold (and other minerals) for a period of time
which may or may not be renewable during which time the Company is able to
establish the existence or not of economic mineralisation, and to complete any
feasibility studies, obtain any environmental approvals and to submit an
application for a mining lease.
Royalty Payments and Terms
Following are royalty payments and related rates for the past three
years:
46
Year ended December 31,
2001 2000 1999
--------------------------------------------------------------------------------
Royalties Royalties Royalties
Country Property US$ Rate US$ Rate US$ Rate
--------------------------------------------------------------------------------
Ghana Obuasi 4.3 3.0% 5.4 3.0% 6.2 3.0%
Ghana Ayanfuri 0.1 3.0% 0.3 3.0% 0.4 3.0%
Ghana Iduapriem 1.7 3.0% 1.4 3.0% 1.4 3.0%
Ghana Bibiani 2.1 3.0% 2.3 3.0% 2.2 3.0%
Guinea Siguiri 2.6 3.4% 2.9 3.4% 2.0 3.0%
Tanzania Geita 2.2 3.0% 1.4 3.0% -- --
--------------------------------------------------------------------------------
Total 13.0 13.7 12.2
================================================================================
NOTES:
1. Royalties are calculated by applying the respective percentages to spot
revenues at each mine.
Stripping Ratios and Related Information
Following is a table that presents strip ratios and related information
for the Company's open pit mines:
Obuasi(*) Ayanfuri Iduapriem Bibiani Siguiri Geita
-------------------------------------------------------------------------------------------
1999 Strip ratio 7.1 1.2 2.6 4.1 0.5 n/a
Waste mined ('000 tonnes) 21,513 1,606 13,019 12,240 3,370 n/a
Ore grade (g/t) 3.03 1.33 1.15 3.65 1.86 n/a
Ore production ('000 tonnes) 3,035 1,293 5,901 3,014 6,832 n/a
-------------------------------------------------------------------------------------------
2000 Strip ratio 10.0 3.4 3.1 6.4 0.5 9.6
Waste mined ('000 tonnes) 8,907 2,988 14,954 15,223 5,333 11,852
Ore grade (g/t) 4.20 1.50 1.25 3.38 1.33 3.0
Ore production ('000 tonnes) 891 884 4,824 2,368 10,804 1,240
-------------------------------------------------------------------------------------------
2001 Strip ratio n/a 3.2 2.9 5.5 0.6 6.0
Waste mined ('000 tonnes) n/a 1,059 13,839 13,981 5,268 27,215
Ore grade (g/t) n/a 1.50 1.58 3.58 1.34 3.80
Ore production ('000 tonnes) n/a 332 4,852 2,560 8,517 4,522
===========================================================================================
(*)Obuasi had both underground and open pit mining operations in 1999 and 2000.
Data relates to the open pit mining operations of Obuasi.
Each commercially mineable deposit has an overall design strip ratio
based on the economically optimized and fully engineered pit layout. The strip
ratio changes from period to period depending upon the configuration of the ore
body, mining and production considerations. It is usually necessary to mine at
varying strip ratios each year in order to excavate the tonnage of ore required
to be sent to the processing plant for that period.
Environmental Matters
General
Processing activities of the kind carried out by the Company involve
the use of substances, and generate by-products, which can be harmful to the
environment. For example, cyanide is used in the treatment processes.
47
Ghana
In 1999, the Environmental Assessment Regulations, LI 1652 (the
"Instrument") were adopted in Ghana to regulate environmental matters. These
include the issue of an environmental permit (the "Permit") or environmental
certificate (the "Certificate") and submission of reports in respect of ongoing
or proposed mining or related activities. Violation of the Instrument is
punishable upon summary conviction by a fine or imprisonment not exceeding one
year and a daily fine for continuing violations.
Environmental Permit and Report
Under the Instrument no mining operation or other activity likely to
affect the environment or public health adversely may be undertaken without a
Permit. An existing mining operation must similarly obtain a Permit upon
notification by the Environmental Protection Agency (the "Agency") that its
activity has or is likely to have such effect. Upon receipt of an application
the Agency will conduct an initial screening and inform the applicant within 25
days of the grant or refusal of the application or the need for the applicant to
submit an Environmental Impact Statement (the "Statement") or a Preliminary
Environmental Report (the "Preliminary Report") for consideration. Where the
application is refused the activity shall not be commenced or continued, subject
to the period of public hearing or the time for the submission of a Statement or
where only a Preliminary Report is required by the Agency. A holder of a Permit
is required to submit an Environmental Report (the "Environmental Report")
covering each 12 months' operation.
Public Hearing
The Instrument provides for a public hearing of an application for a
Permit in respect of an undertaking that has generated adverse public reaction
or the undertaking is likely to result in the settlement, or dislocation of a
community or otherwise have extensive and far reaching effect on the
environment.
Validity of Permit
A Permit is valid for 18 months from the date of issue after which it
shall become invalidated unless the applicant commences operations within the
period or applies for renewal.
Environmental Certificate and Management Plan
Within 24 months of commencement of business of an undertaking for
which a Statement or a Preliminary Report is approved, the person responsible
for such undertaking shall obtain a Certificate. An environmental management
plan of operations must also be submitted within 18 months of commencement of
operations and every three years thereafter in respect of existing or proposed
undertakings.
Reclamation Bond
Where the Agency requires an undertaking to submit a reclamation plan
for approval, such undertaking shall post a reclamation bond in support of the
approved reclamation work plan.
Withdrawal of Permits and Certificates
The Agency is empowered to suspend, revoke or cancel a Permit or
Certificate where the holder defaults in obtaining the required authorisation
for the undertaking or violates any provision in the Instrument or any other
environmental regulation or defaults in prompt payment of a required fee; or
violates a condition imposed in a Permit or Certificate or defaults in the
mitigation commitments in his Report or management plan. Additionally the Agency
may suspend and modify a Permit or Certificate where a fundamental change in the
environment occurs during the implementation of such a Permit or Certificate.
48
Grievance Procedure
A person aggrieved by a decision or act of the Agency may file a
complaint with the Minister within 30 days in the specified form. Within 14 days
of receipt of the complaint, the Minister shall refer the complaint to a
five-member board of enquiry. The board is required to give a fair hearing and
determine the matter within 60 days. It may alter the decision in issue or
request the Agency to determine the application, if applicable within a
specified period or give such direction as it deems just.
Codes of Practice, Standard and Guidelines
The Agency may publish codes of practice, standards and guidelines for
any matter contained in the Instrument or relating to the protection,
development and rehabilitation of the environment.
Environmental Operations
The Company believes it is in material compliance with applicable
environmental regulations in the jurisdictions in which it operates mines.
Compliance with these regulations in recent years has not had, and is not
currently expected to have, a material impact on its operations or capital
expenditures.
Full time environmental officers are located at each of the Company's
mines. These officers conduct regular environmental audits, training of site
personnel and the compilation of Environmental Impact Assessments ("EIAs") and
action plans.
In 2001, Integrated NOSA audits, which include environmental monitoring
as well as the previous health and safety inspections, were undertaken at all of
the Company's mines.
Implementation of the Ayanfuri mine closure plans commenced in 2001.
The major components of the rehabilitation program were prioritised, allocated,
costed and scheduled.
At Obuasi, a new system of cyanide detoxification was successfully
installed and tested in 2001 and it is planned to expand the capacity of the
system in 2002. Also, residual arsenic previously recovered at the PTP is now
being disposed of through the BIOX'r' plant at STP where it is re-dissolved and
converted into ferric arsenite which is stable and can be safely disposed of
into the tailings dam.
In 2000 and 2001, the Company participated in the drafting and
submission of proposed guidelines for mining in forest reserve areas in Ghana to
the relevant government authorities for review.
Compliance with Environmental Regulations
The Company has obtained environmental permits for all its operating
mines and is in compliance with these permits. It is not a party to any
litigation or administrative proceedings instituted by the Environmental
Protection Agency of Ghana or equivalent agencies in Guinea, Tanzania or
Zimbabwe, nor have any such actions been threatened in respect of breaches of
environmental compliance or requirements.
Glossary of Terms
adit A tunnel driven horizontally into a mountainside providing access
to an ore deposit.
BIOX'r' Gencor's registered name for its bio-oxidation leaching
process.
bio-oxidation The use of bacterial activity to oxidise sulphide
minerals.
carbon-in-leach (CIL) process A modification of CIP whereby carbon is
added directly into the slurry during leaching as opposed to CIP where carbon is
added after leaching is complete.
carbon-in-pulp (CIP) process A process used to recover dissolved gold
from a cyanide leach slurry. Coarse activated carbon particles are moved
counter-current to the slurry, absorbing the gold as it passes through the
circuit. Loaded carbon is removed from the slurry by screening. The
49
gold is recovered from the loaded carbon by stripping in a caustic cyanide
solution followed by electrolysis or by zinc precipitation.
cash operating cost A measure of the average cost of producing an ounce
of gold, calculated by dividing the total working costs in a period by the total
gold production over the same period. Working costs represent total operating
costs less royalties and depreciation and are before corporate administration
and exploration costs.
committed ounces With regard to hedging, committed ounces represent
future obligations of the Company to deliver gold at a pre-agreed maximum price.
This includes obligations arising from sold call options and forward contracts.
Sold call options are netted against bought call options in calculating
committed ounces. Committed ounces therefore totals net call options and forward
sales.
contained ounces Represents ounces in the ground with reduction due to
mining loss and dilution but before metallurgical losses.
cyanide leaching The extraction of a precious metal from an ore by its
dissolution in a cyanide solution.
decline An inclined underground access way.
delta Delta is the change in the price of a derivative instrument as
the price of the underlying asset changes. Delta can practically be interpreted
as the amount of gold that would need to be bought (negative delta) or sold
(positive delta) in order to neutralise the change in the mark-to-market value
of the hedge book for a small change in the price of gold; this number can be
used to calculate the approximate change in the mark-to-market price of the
hedge book for a given change in the price of gold (assuming no other changes in
the other factors, such as volatility, lease and interest rates, that influence
the mark-to-market value of the hedge book).
diamond drilling or core drilling A drilling method, where the rock is
cut with a diamond bit, usually to extract cores.
dilution Waste which is commingled with ore in the mining process.
enterprise risk The entity as a whole is exposed to price or rate risk
as future cash flows or fair values will change as the underlying prices or
rates change. A hedging instrument should reduce enterprise risk to qualify for
hedge accounting. In general, a hedging instrument reduces enterprise risk if it
reduces the losses, and in certain circumstances, gains, attributable to changes
in the price of assets, liabilities, committed transactions, and hedgeable
anticipated transactions that are related economically to the index underlying
the hedging instrument.
feasibility study A detailed technical and economic analysis of the
viability of a project covering all aspects from geology, environmental and
legal matters to mining, processing and operations.
flotation A recovery process by which valuable minerals are separated
from waste to produce a concentrate. Selected minerals are induced to become
attached to air bubbles and to float.
forward sales The sale of a commodity for delivery at a specified
future date and price.
geochemical sampling Samples of soils, stream sediments or rock chips
taken to determine the quantities of trace and minor elements.
gold lease rate swaps A gold lease rate swap is a contract whereby the
Company and its counterparty select a notional amount of gold, and thereafter
over the life of the contract one party pays a fixed gold lease rate based upon
that amount of gold and the other party pays a floating gold lease rate based on
the same amount of gold. The Gold Lease Rate is the deposit or borrowing rate
for gold.
gold rho Gold rho is the change in the price of a gold derivative
instrument as the gold interest rate changes.
50
gold vega Gold vega is the change in the price of a volatility based
derivative instrument as the volatility of gold changes.
grade The relative quality or percentage of ore metal content.
heap leaching A low-cost technique for extracting metals from ore by
percolating leaching solutions through heaps of ore placed on impervious pads.
Generally used on low-grade ores.
mark-to-market The mark-to-market of a hedge portfolio is the estimated
value of the hedge portfolio at a specific point in time. The calculation of the
mark-to-market involves the present value of cash flows and valuations of all
instruments in the hedge portfolio at the current relevant market rates.
Mark-to-market varies according to the market rates and valuation model used in
the calculation. Mark-to-market is influenced by market rate assumptions.
milling/mill The comminution of the ore, although the term has come to
cover the broad range of machinery inside the treatment plant where the gold is
separated from the ore.
mineralised zone Any mass of host rock in which minerals, at least one
of which has commercial value occur.
mtpa Million tonnes per annum.
open pit/open cut Surface mining in which the ore is extracted from a
pit. The geometry of the pit may vary with the characteristics of the orebody.
ore Material that contains one or more minerals, at least one of which
has commercial value and which can be recovered at a profit.
orebody A continuous well defined mass of material of sufficient ore
content to make extraction economically feasible.
oxide That portion of a mineral deposit within which sulphide minerals
have been oxidised, usually by surface weathering processes.
pre-stripping Removal of overburden in advance of beginning operations
to remove ore in an open pit operation.
probable ore reserve Reserves for which quantity and grade and/or
quality are computed from information similar to that used for proven (measured)
reserves, but the sites for inspection, sampling, and measurement are farther
apart or are otherwise less adequately spaced. The degree of assurance, although
lower than that for proven (measured) reserves, is high enough to assume
continuity between points of observation.
prospect A mineral deposit with insufficient data available on the
mineralisation to determine if it is economically recoverable, but warranting
further investigation.
prospecting licence An area for which permission to explore has been
granted.
protected ounces With regard to hedging protected ounces represent
future sales of gold for which the future price has either been fixed with a
forward contract or where the Company has ensured a minimum sales price through
its net bought option position. The net bought put option position is the net of
purchased put options and sold put options. Protected ounces therefore totals
net bought put options combined with forward sales.
proven ore reserve Reserves for which (a) quantity is computed from
dimensions revealed in outcrops, trenches, workings or drill holes; grade and/or
quality are computed from the results of detailed sampling and (b) the sites for
inspection, sampling and measurement are spaced so closely and the geologic
character is so well defined that size shape, depth and mineral content of
reserves are well-established.
reclamation The process by which lands disturbed as a result of mining
activity are reclaimed back to a beneficial land use.
51
recovery A term used to indicate the proportion of valuable material
obtained during the mining or processing of an ore. The recovery is generally
expressed as a percentage of the material recovered compared to the total
material present.
reverse circulation drilling A drilling method employing double walled
drill rods. The drilling fluid (usually air or water) is pushed down the annulus
between the rods. The cuttings are blown up the middle.
spot price The current price of a metal for immediate delivery.
stope The underground excavation from which ore is extracted.
strike length Horizontal distance along the direction that a structural
surface takes as it intersects the horizontal.
stripping The process of removing overburden to expose ore.
strip ratio The ratio of overburden and segregable waste to ore in an
open pit operation.
sulphide A mineral characterised by the linkages of sulphur with a
metal or semi-metal, iron sulphide. Also a zone in which sulphide minerals
occur.
tailings The waste material from ore after the economically recoverable
metals or minerals have been extracted. Changes in the metal prices and
improvements in technology can sometimes make the tailings economic to reprocess
at a later date.
theta The change in the mark-to-market value of a derivative based
investment or hedge book as a result of a one day passage of time, with all
other market factors remaining the same.
transaction risk The risk of an increase or decrease in price or cash
flows relating to a particular asset, liability, or committed or anticipated
transaction. Transaction risk is reduced by a hedging transaction if an
instrument used is expected to offset the risk of such increase or decrease on
the hedged item, regardless of the impact on the enterprise as a whole.
trenching Making elongated open-air excavations for the purposes of
mapping and sampling.
US rho US rho is the change in the price of a derivative instrument
as the US interest rate.
waste Rock lacking sufficient grade and/or other characteristics of
ore to be economic.
Metric Conversion
1 tonne = 1 t = 1.10231 tons
1 gramme = 1 g = 0.03215 ounces
1 gramme per tonne = 1 g/t = 0.02917 ounces per ton
1 hectare = 1 ha = 2.47105 acres
1 kilometre = 1 km = 0.621371 miles
1 metre = 1 m = 3.28084 feet
All tons are short tons of 2,000 pounds
All ounces are troy ounces
52
C. Organizational Structure
The Company operates its business through various subsidiary companies.
The key subsidiaries are as follows:
Class of Interest in
Company and country of incorporation principal activities shares held Per cent
----------------------------------------------------------------------------------------
Ghana
Ashanti Goldfields (Bibiani) Limited Gold Mining Ordinary 100
No par value
Ghanaian-Australian Goldfields Limited Gold Mining Ordinary 80
No par value
Teberebie Goldfields Limited Gold Mining Ordinary 90
No par value
----------------------------------------------------------------------------------------
Guinea
Societe Ashanti Goldfields de Guinee S.A. Gold Mining Ordinary 85
----------------------------------------------------------------------------------------
Zimbabwe
Ashanti Goldfields Zimbabwe Limited Gold Mining Ordinary 100
----------------------------------------------------------------------------------------
Isle of Man
Ashanti Treasury Services Limited Treasury Ordinary 100
Geita Treasury Services Limited Treasury Ordinary 100
----------------------------------------------------------------------------------------
Cayman Islands
Ashanti Capital Limited Financing Ordinary 100
Ashanti Finance (Cayman) Limited Financing Ordinary 100
Ashanti Capital (Second) Limited Financing Ordinary 100
========================================================================================
NOTE:
The above table does not include the Geita Joint Venture in which the Company
only holds a 50% interest.
D. Property, Plant and Equipment
Information regarding production, reserves, location, developments and
nature of interests have been included in Item 4B "Business Overview".
The following table sets forth the Company's expenditures (including
capitalized exploration) on its properties for the last three years.
2001 2000 1999
US$m US$m US$m
----------------------------------------------------------------------------------
Obuasi 30.1 32.6 59.2
Bibiani 1.0 2.8 6.9
Siguiri 7.0 11.6 21.2
Freda-Rebecca 6.8 4.8 10.2
Geita mine construction - 85.7 82.5
Iduapriem 3.6 2.6 2.1
Others 1.1 5.5 6.9
----------------------------------------------------------------------------------
49.6 145.6 189.0
==================================================================================
Item 5. Operating and Financial Review and Prospects
The following should be read in conjunction with the Company's
consolidated financial statements and the notes thereto included in Item 18
herein as well as the selected financial data set out in Item 3 herein. Such
financial statements have been prepared in accordance with the accounting
policies set out in note 1 to the financial statements and with UK GAAP which
differs in
53
significant respects from US GAAP. For a discussion of the significant
differences between UK and US GAAP as they relate to the Company, see Note 31 to
the consolidated financial statements.
Critical Accounting Policies and Estimates
The Operating and Financial Review and Prospects is based upon the
Company's consolidated financial statements. The preparation of these financial
statements is in accordance with generally accepted accounting principles in the
United Kingdom which require the Company to make estimates about the effect of
matters that are uncertain and to make difficult, subjective and complex
judgements. These estimates and assumptions affect the reported amounts in the
financial statements and disclosure of contingent assets and liabilities. The
Company evaluates all these estimates on an ongoing basis. Actual results could
differ from estimates.
The Company believes the following represent its critical accounting policies
and estimates.
(a) Revenue Recognition
The Company recognizes revenue when gold is produced in the form of
dore in the gold room, and is based on the quantity and spot price at that
date. Gold is a liquid commodity that is dealt with on the international stock
exchanges, and the Company has refining and purchase agreements with several
international banks. These provide that the actual sale price is the spot price
on the first working day after the date of delivery to the refiner and the
actual quantity invoiced is the quantity after the gold is refined usually
within one day. Consequently Ashanti processes an adjustment on completion of
the refining process to adjust revenues recognised at the time of producing
dore to actual revenues. While this adjustment has historically been de
minimis any significant reduction in the spot price or reduction in quantity of
gold before and after refining may have a material adverse impact on the
Company's operating results.
(b) Environmental Provision
The Company is required by environmental regulations in the
jurisdictions in which it operates and the terms of its mining licences to
restore mining sites to their original condition. The expected cost of any
decommissioning or other site restoration programmes incurred during the
construction of the mine as determined by independent environmental experts is
discounted at the weighted average cost of capital and capitalised at the
beginning of each project and amortised over the life of mine using the unit of
production method. In determining these costs, assumptions are made based on
current mining methods, statutory regulations, scope of work to be performed and
related costs. The Company regularly reviews the adequacy of closure and
reclamation accruals based on current estimates of future costs. A significant
change in the assumptions underlying the estimate of the expected cost of
decommissioning or other site restoration programmes may result in a material
adverse impact on the Company's operating results.
(c) Impairment of long-lived assets
The Company's long-lived assets include long-term investments, goodwill
and other tangible assets. In assessing the potential for impairment of its
long-lived assets the Company must make assumptions regarding estimated future
cash flows and other factors to determine the fair value of the respective
assets. Effective January 1, 2001, under US GAAP, expected future cash flows
from derivative instruments are not included in asset impairment tests. If
estimates or assumptions change in future, the Company may be required to record
asset impairment charges not previously recorded and this may have a material
adverse impact on the Company's operating results.
54
(d) Life of Mines
The Company periodically reviews mining schedules, production levels
and asset lives in its life of mine planning for all of its operating
development properties. Significant changes in the life of mine plans may occur
as a result of mining experience, new ore discoveries, changes in mining methods
and rates, process changes, investment in new equipment and technology and gold
prices. Based on the analysis the Company reviews its accounting estimates and
adjusts depreciation, amortisation, deferred mining and reclamation costs and
evaluation of each mine for impairment where necessary. Accordingly, such
adjustments may have a material adverse impact on the Company's operating
results.
(e) Deferred Tax
Deferred tax assets and liabilities are recognised based on the
differences between the financial statement carrying amounts and the tax bases
of assets and liabilities. When a deferred tax asset arises the Company reviews
the asset for recoverability and establishes a valuation allowance where the
Company determines it is more likely than not that such an asset will not be
realised. If the Company determines that additional valuation allowance is
required, or there is a material change in the actual effective tax rates or
time period within which the underlying temporary differences become taxable or
deductible, an additional tax charge may arise that will increase the Company's
effective tax rate and result in a material adverse impact on the Company's
operating results.
(f) Foreign Exchange
The Company earns all of its revenues in US dollars and the majority of
its transactions and costs are denominated in US dollars or based on US dollars.
As a result, the Company does not believe that inflation, either cedi or US
dollar inflation, has had a material effect on the Company's operations.
However, any significant changes in the transactions and costs that are not
denominated in US dollars, or based on US dollars, may have a material adverse
impact on the Company's operating results.
(g) Ore Reserves
The Company estimates on an annual basis its ore reserves at its mining
operations. There are a number of uncertainties inherent in estimating
quantities of reserves, including many factors beyond the control of the
Company. Ore reserve estimates are based upon engineering evaluations of assay
values derived from samplings of drill holes and other openings. Additionally,
declines in the market price of gold may render certain reserves containing
relatively lower grades of mineralization uneconomic to mine. Further,
availability of permits, changes in operating and capital costs, and other
factors could materially and adversely affect ore reserves. The Company uses its
ore reserve estimates in determining the unit basis for mine depreciation and
closure rates, as well as in evaluating mine asset impairments. Changes in ore
reserve estimates could significantly affect these items.
Recent Accounting Pronouncements
In July 2001, the FASB issued SFAS No. 141, Business Combinations
("SFAS 141"). SFAS 141 requires the purchase method of accounting for business
combinations initiated after June 30, 2001 and eliminates the
pooling-of-interests method. The Company adopted SFAS 141 for all acquisitions
subsequent to the adoption date.
In June 2001, the FASB issued SFAS No. 142, Goodwill and Other
Intangible Assets ("SFAS 142"). SFAS 142, which became effective from January 1,
2002, requires that goodwill and other intangible assets that have an indefinite
useful life will no longer be amortized but rather will be tested at least
annually for impairment. SFAS 142 also requires the Company to perform a
transitional assessment of whether there is an indication that goodwill was
impaired at the date of initial application, January 1, 2002. Any goodwill
impairment loss is required to be recognized as the cumulative effect of a
change in accounting principle no later than the end of the year of initial
application. The Company is also required to review its other intangible assets
for impairment and
55
to reassess the useful lives of such assets and make necessary adjustments.
At January 1, 2002, the Company had goodwill, net of accumulated amortization,
of approximately US$18.9 million under US GAAP, which would be subject to the
transitional assessment provisions of SFAS 142.
In August 2001, the FASB issued SFAS No. 143, Accounting for Asset
Retirement Obligation ("SFAS 143"), which is effective for financial statements
issued for fiscal years beginning after June 15, 2002. The pronouncement
addresses the recognition and remeasurement of obligations associated with the
retirement of a tangible long-lived asset. The Company is currently reviewing
this statement to determine its impact on future financial statements.
In October 2001, the FASB issued SFAS No. 144, Accounting for the
Impairment or Disposal of Long-Lived Assets ("SFAS 144"), which is effective for
financial statements issued for fiscal years beginning after December 15, 2001.
SFAS 144 applies to all long-lived assets (including discontinued operations)
and it develops an accounting model for long-lived assets that are to be
disposed of by sale. The Company is currently reviewing these statements to
determine their impact on future financial statements.
In April 2002, the FASB issued SFAS No. 145, Rescission of FASB
Statements No. 4, 44 and 64, Amendment of FASB Statement No. 13, and Technical
Corrections. ("SFAS 145"). SFAS 145 updates, clarifies and simplifies existing
accounting pronouncements. While the technical corrections to existing
pronouncements are not substantive in nature, in some instances, they may change
accounting effective for transactions occurring after May 15, 2002. All other
provisions of this standard must be applied for financial statements issued on
or after May 15, 2002, with early application encouraged. The Company does not
believe the adoption of SFAS 145 will have a material impact on its financial
position, results of operations or cash flows.
In June 2002, the FASB issued SFAS No. 146, Accounting for Costs
Associated with Disposal or Exit Activities. This statement addresses financial
accounting and reporting for costs associated with exit or disposal activities
and nullifies Emerging Issues Task Force Issue No. 94-3, Liability Recognition
for Certain Employee Termination Benefits and Other Costs to Exit an Activity
(Including Certain Costs Incurred in a Restructuring). This statement requires
that a liability for a cost associated with an exit or disposal activity be
recognized when the liability is incurred. Under EITF 94-3, a liability for an
exit cost as defined in EITF 94-3 was recognized at the date of an entity's
commitment to an exit plan. This statement provides that an entity's commitment
to a plan, by itself, does not create a present obligation to others that meets
the definition of a liability. Therefore, SFAS 146 eliminates the definition and
requirements for recognition of exit costs in EITF 94-3 until a liability has
been incurred and establishes that fair value is the objective for initial
measurement of the liability. However, this standard does not apply to costs
associated with exit activities involving entities acquired under business
combinations or disposal activities covered under SFAS 144. The adoption of SFAS
146 will not have an impact on previous results reported.
In November and December 2000 the UK Accounting Standards Board issued
three new standards - FRS 17, Retirement Benefits, FRS 18, Accounting Policies
and FRS 19, Deferred Tax. FRS 17 and FRS 18 will have no significant impact on
the Company's financial statements. Under FRS 19, which is effective for
accounting periods ending on or after January 23, 2002, a basis of `full' rather
than `partial' provision should be adopted for all deferred tax liabilities and
assets, with assets being recognized where it is considered more likely than not
that they will be recovered. This will bring UK GAAP broadly into line with
current US GAAP. Had FRS 19 been applied as at December 31, 2001, a net deferred
tax asset of US$6.9 million would have been recognized in the UK GAAP balance
sheet. This amount will be recognized as a prior period adjustment upon adoption
of FRS 19 for the year ended December 31, 2002.
Cash Operating Costs
Operating costs before corporate administration, exploration and other
costs are referred to as "cash operating costs" for the purpose of the following
discussion. Cash operating costs per ounce are calculated by dividing cash
operating cost by ounces of gold produced. Cash operating costs have been
calculated on a consistent basis for all periods presented.
56
Cash operating costs should not be considered by investors as an
alternative to operating profit or net profit attributable to shareholders, as
an alternative to other GAAP measures or as an indicator of the Company's
performance, and may not be comparable to other similarly titled measures of
other companies. However, the Company believes that cash operating costs in
total by mine and per ounce by mine are useful indicators to investors and
management of a mine's performance as they provide:
(i) An indication of a mine's profitability and efficiency;
(ii) The trend in costs as the mine matures;
(iii) A measure of a mine's gross margin per ounce, by comparison of
the cash operating costs per ounce by mine to the price of gold;
and
(iv) An internal benchmark of performance to allow for comparison
against other mines.
See below for a reconciliation of cash operating costs to total
operating costs as included in the Company's audited financial statements for
each of the three years in the period ending December 31, 2001. In addition, the
Company has also provided below details of the ounces of gold produced by mine
for each of the three years in the period ending December 31, 2001.
2001 2000 1999
Total Production Total Production Total Production
(US$m) (Ounces) (US$m) (Ounces) (US$m) (Ounces)
--------------------------------------------------------------------------------------------------------
Mine
Obuasi 101.4 528,451 133.5 640,988 164.6 743,111
Ayanfuri 2.8 11,517 8.9 36,316 9.0 44,424
Iduapriem 44.0 205,130 43.2 193,868 40.6 163,700
Bibiani 43.1 253,052 36.8 273,711 42.4 261,899
Siguiri 62.2 283,199 54.8 303,381 44.3 239,218
Freda-Rebecca 22.8 102,654 22.2 112,164 18.9 109,184
Geita 38.9 272,781 25.7 176,836 -- --
----- --------- ----- --------- ----- ---------
Total cash operating
costs 315.2 1,656,784 325.1 1,737,264 319.8 1,561,536
--------- --------- ---------
Corporate
administration costs 21.2 25.3 25.8
Exploration costs 6.5 14.2 12.4
Other 6.8 -- 0.7
----- ----- -----
Operating costs 349.7 364.6 358.7
Exceptional operating
costs -- 215.2 79.1
Royalties 13.0 13.7 12.2
Depreciation and
amortisation 94.9 114.8 114.9
----- ----- -----
Total costs 457.6 708.3 564.9
----- ----- -----
The Company's average cash operating costs in 2001 were US$190 per
ounce, up US$3 per ounce on 2000 due primarily to lower production at Bibiani
and Siguiri.
57
Results of Operations
12 Months Ended December 31, 2001 Compared to 12 Months Ended December 31,
2000.
Revenue
Total revenue for the year of US$554.4 million was 5% lower than last
year's level of US$582.2 million, due to lower production. Spot revenue
generated amounted to US$455.8 million (2000: US$485.2 million) and hedging
income totalled US$98.6 million (2000: US$97.0 million). The average gold price
realized during the year of US$335 per ounce was in line with the price realized
in 2000.
Hedging
Hedging income for the year totalled US$98.6 million, of which US$41.6
million was realized from the close-outs of maturing hedging contracts and
US$57.0 million was released from deferred hedging income i.e. income from
previously closed-out hedging contracts.
In accordance with the Company's accounting policy, income from early
close-outs is credited to revenue for the originally designated delivery period.
At December 31, 2001, deferred hedging income totalled US$65.6 million (2000:
US$120.0 million) of which US$35.0 million will be credited to revenue in 2002.
The table below shows the movement in fair value of the hedge book and
its component parts:
As at December 31,
2001 2000 Movement
(in US$ millions except valuation spot price)
---------------------------------------------------------------------------------------
Forward Sales 117.6 93.3 24.3
---------------------------------------------------------------------------------------
Puts: Bough 52.7 24.5 28.2
Sold (1.7) (1.6) (0.1)
---------------------------------------------------------------------------------------
Calls: Sold (53.7) (55.0) 1.3
Bought 5.4 6.5 (1.1)
---------------------------------------------------------------------------------------
Convertible Structures 10.5 22.4 (11.9)
---------------------------------------------------------------------------------------
Lease Rate Swaps (42.0) (61.0) 19.0
---------------------------------------------------------------------------------------
Total 88.8 29.1 59.7
=======================================================================================
Valuation Spot Price (US$) 277 273
The fair value of each component is based on the prevailing gold spot
price, US interest rates, gold forward rates and volatilities. The net increase
in fair value of the hedge book in the period was primarily attributable to the
reduction in US interest rates and time decay of the book.
The Company accounts for derivative contracts using hedge accounting
and therefore these instruments are not marked to market on the balance sheet.
The accounting treatment of these instruments under US GAAP differs from that
under UK GAAP. Details of this difference are set out in Note 31e) to the
consolidated financial statements of Ashanti included elsewhere in this filing.
Ashanti's gold hedging program has the primary objective of protecting
the Company's revenue stream such that the cash flow of the Company going
forward will be adequate to meet its obligations as they fall due. See Item 11
"Quantitative and Qualitative Disclosures About Market Risk" for further details
on hedging.
Cash Operating Costs
Total cash operating costs were US$190 per ounce as compared to US$187
per ounce in 2000, due to lower production primarily at Siguiri and Bibiani.
Obuasi's cash operating costs however fell by 8% from US$208 per ounce in 2000
to US$192 per ounce in 2001.
58
Obuasi
Cash operating costs at Obuasi decreased from US$208 per ounce in 2000
to US$192 per ounce in 2001, a drop of 8% due to the closure of high cost
surface operations as well as cost control measures and re-engineering of mining
and processing operations.
Underground production fell marginally from 493,926 ounces in 2000 to
485,452 ounces in 2001.
Tailings retreatment produced 42,999 ounces (2000: 43,756 ounces) for
the year ended December 31, 2001.
Ayanfuri
Gold production at Ayanfuri was 11,517 ounces in 2001 (2000: 36,316
ounces), as the mine ceased operations in June 2001. Cash operating costs per
ounce in 2001 were US$243 per ounce (2000: US$245 per ounce).
Bibiani
Bibiani produced 253,052 ounces (2000: 273,711 ounces) at a cash
operating cost of US$170 per ounce (2000: US$134 per ounce). The reduction in
gold production is due to the reduced mill feed grade and lower recovery which
resulted in higher cash operating cost per ounce produced.
Iduapriem and Teberebie
Gold production for 2001 was 205,130 ounces of gold, exceeding 193,868
ounces of gold in 2000. Cash operating costs were reduced to US$214 per ounce
from US$223 per ounce in 2000.
Siguiri
Siguiri produced 283,199 ounces (2000: 303,381 ounces) at a cash
operating cost of US$220 per ounce (2000: US$181 per ounce). Production and cash
operating costs were impacted by lower than expected metallurgical recovery from
the material stacked during the year.
Freda-Rebecca
Full year production in 2001 was 102,654 ounces at a cash operating
cost of US$222 per ounce compared to 112,164 ounces at US$198 per ounce in 2000.
The economic and political situation in Zimbabwe during 2001 continued
to pose a series of difficult problems for the management team. The foreign
exchange constraints and the fixed exchange rate coupled with high inflation put
severe pressure on the supply function, causing delays in receiving supplies.
Additionally, prices being quoted by suppliers increased, resulting in higher
operating costs. However, Ashanti has the approval of the Reserve Bank of
Zimbabwe ("RBZ") to retain a portion of its gold production offshore to meet
foreign currency operating and capital expenditure payments and to repay its
debt. Pursuant to this approval, during 2001, the Freda-Rebecca mine utilized
approximately US$7.1 million to meet overseas supplier payments and US$6.9
million was repatriated to settle debt. Towards the end of the year, in response
to a request by the Chamber of Mines, RBZ increased the allocation of foreign
exchange in respect of gold mining companies, which will benefit the mine.
Geita
Geita mine, in its first full year of production, produced a total of
545,562 ounces at a cash operating cost of US$143 per ounce, of which 50% is
attributable to Ashanti. Following the sale of a 50% interest in Geita in
December 2000, the Geita Joint Venture in 2001 is accounted for using the gross
equity method of accounting.
59
Exploration and Corporate Administration
Exploration expenditure during the year was lower at US$6.5 million
(2000: US$14.2 million) due to rationalization of non-mine site exploration
expenditure. Corporate Administration expenditure for the year was also lower by
16% at US$21.2 million (2000: US$25.3 million) due to our cost reduction
efforts.
Depreciation
Total depreciation and amortisation charges (before exceptional items)
for the year were lower at US$94.9 million (2000: US$114.8 million) due to the
asset impairment recorded at the end of 2000.
Total Costs
Total costs before exceptional items but including depreciation and
amortisation for the year amounted to US$457.6 million (2000: US$493.1 million).
The total costs per ounce fell from US$284 per ounce in 2000 to US$276 per ounce
in 2001.
Redundancy Costs
Total costs in 2000 included redundancy costs at Obuasi of US$3.0
million. In 2001 no further employees were made redundant and no further costs
were charged.
Financing Costs
Net interest charges fell by 43% from US$51.3 million in 2000 to
US$29.4 million in 2001. This significant reduction was due primarily to lower
debt levels as compared to 2000.
Taxation
Total taxation charged to the profit and loss account amounted to
US$6.8 million (2000: US$8.8 million). This included US$6.6 million of corporate
tax for the current year, US$8.2 million in respect of prior years and a release
of deferred tax of US$8.0 million.
Earnings
Earnings for the year more than doubled the level recorded last year,
at US$62.7 million (2000: Earnings before exceptional items at US$30.5 million).
This was due to lower depreciation and interest charges partly off-set by lower
production. Earnings per share was US$0.56 (2000: US$0.27 per share before
exceptional items).
Dividend
The Group is in the process of strengthening its financial position by
restructuring its balance sheet. The banking covenants prohibited the payment of
cash dividends until gross borrowings fell below US$300 million. Given these
reasons and the deficit in reserves, no dividend was proposed for 2001.
Cash Flow
The net cash inflow from operating activities was US$95.4 million
(2000: US$149.4 million). The reduction in 2001 was due principally to the
non-consolidation of Geita following the sale of a 50% interest in December 2000
and lower cash flows from other operations.
Net interest paid decreased to US$22.4 million (2000: US$56.4 million),
following the reduction in amounts outstanding on the Revolving Credit Facility
in December 2000. Capital expenditure reduced to US$49.6 million (2000: US$145.6
million), after the completion of the Geita project in 2000. Expenditure in 2001
comprised US$30.1 million invested at the Obuasi mine and US$19.5 million at
other mines.
60
Cash inflows from management of liquid resources of US$9.7 million
(2000: US$13.3 million) primarily result from a reduction in funds on deposit as
collateral for a loan to Ashanti Goldfields Zimbabwe Limited.
Cash outflows relating to financing activities decreased to US$40.6
million (2000: US$186.3 million), primarily representing repayments on the
Revolving Credit Facility, together with repayments on other loans.
Capital Expenditure
Group capital expenditure decreased from US$145.6 million in 2000 to
US$49.6 million primarily due to the completion of the Geita project in 2000.
The Group's capital expenditure during 2001, included US$30.1 million at Obuasi
and US$19.5 million at the other mines, excluding Geita. Ashanti's 50% share of
Geita's 2001 capital expenditure amounted to US$7.5 million.
12 Months Ended December 31, 2000 Compared to 12 Months Ended December 31,
1999.
Revenue
Total revenue for the year was maintained at US$582.2 million (1999:
US$582.1 million), despite the lower average realized gold price of US$335 per
ounce (1999: US$372 per ounce), due to an 11% increase in production - 1,737,264
ounces (1999: 1,561,536 ounces).
Spot revenue generated amounted to US$485.2 million (1999: US$438.1
million). Hedging income totalled US$97.0 million, of which US$54.4 million was
realized from the close-outs of maturing hedging contracts and US$42.6 million
was released from deferred hedging income i.e. income from previously closed-out
hedging contracts. In accordance with the Company's accounting policy, income
from early close-outs is credited to revenue in the originally designated
delivery period. At December 31, 2000, deferred hedging income totalled US$120
million (1999: US$157 million) of which US$54 million will be credited to
revenue in 2001.
Operating Costs
Obuasi
Cash operating costs at Obuasi decreased from US$222 per ounce in 1999
to US$208 per ounce in 2000, a drop of 6.3% due to improved costs control and
the closure of high cost surface mining.
Underground production increased marginally from 490,013 ounces in 1999
to 493,926 ounces in 2000, at a cash operating cost of US$204 per ounce compared
to US$206 per ounce in 1999.
Surface gold production declined from 209,797 ounces in 1999 to 103,306
ounces at a cash operating cost of US$267 per ounce in 2000 (1999: US$277 per
ounce) due to the phasing out of surface mining in 2000.
Tailings retreatment produced 43,756 ounces (1999: 43,301 ounces) for
the year ended December 31, 2000 at a cash operating cost of US$114 per ounce
(1999: US$144 per ounce).
Ayanfuri
Gold production at Ayanfuri fell by 18% to 36,316 ounces in 2000 (1999:
44,424 ounces), as ore reserves were gradually depleted. Consequently cash
operating costs increased from US$202 per ounce in 1999 to US$245 per ounce in
2000 on the lower level of gold production.
Bibiani
Bibiani achieved another year of record gold production of 273,711
ounces (1999: 261,899 ounces) at a cash operating cost of US$134 per ounce
(1999: US$162 per ounce), maintaining its position as the lowest cash cost
producer in the Company. The fall in cash operating costs was due to continuing
efficiencies and increased production.
61
Iduapriem and Teberebie
Production at Iduapriem and Teberebie was 193,868 ounces for 2000
(1999: 163,700 ounces), at a cash operating cost of US$223 per ounce (1999:
US$248 per ounce). Higher throughput grades achieved during the year accounted
for the increase in production and lower cash operating costs.
In June 2000 the Company acquired the adjacent Teberebie mine from
Pioneer Goldfields. Production for the period to December 2000 was 26,976 ounces
at cash operating costs of US$161 per ounce.
Siguiri
Siguiri produced a record 303,381 ounces (1999: 239,218 ounces) at a
cash operating cost of US$181 per ounce (1999: US$185 per ounce). Cash operating
costs were adversely affected by lower mined and stacked grades, and a 50%
increase in the price of diesel fuel.
Freda-Rebecca
Production at Freda-Rebecca in 2000 was 112,164 ounces, at a cash
operating cost of US$198 per ounce as against 109,184 ounces at US$174 per ounce
in 1999. The economic and political situation in Zimbabwe during the year,
particularly the lack of foreign exchange and fixed exchange rate, coupled with
high inflation, accounted for the increase in cash operating costs during the
year.
Geita
Geita mine was commissioned in June 2000, and produced a total of
176,836 ounces during the year at a cash operating cost of US$145 per ounce.
Exploration and Corporate Administration
Exploration expenditure for the year was higher at US$14.2 million
(1999: US$12.4 million). This was primarily due to increased drilling
exploration at the mines and on the Pangea property in Tanzania.
Corporate administration expenditure for the year totalled US$25.3
million (1999: US$25.8 million).
Depreciation
Depreciation and amortization charges (excluding exceptionals) were
maintained at US$114.8 million (1999: US$114.9 million).
Total Costs
Total costs (before exceptional items) including depreciation and
amortization amounted to US$493.1 million (1999: US$485.8 million). The total
costs per ounce fell from US$311 per ounce in 1999 to US$284 per ounce in 2000.
Exceptional Items
Exceptional items in 2000, which have been identified separately in the
profit and loss account, comprised the following:
Exceptional gain:
o Profit arising from the disposal of 50% interest in the Geita
mine amounting to US$51.2 million
62
Exceptional charges:
o In view of the continued low gold price environment, an
impairment review was carried out in 2000. This resulted in the
reduction in the carrying value of the mining assets at Obuasi,
Freda-Rebecca and Kimin totalling US$193.5 million.
o Ashanti agreed, as part of its negotiations with its banks and
Hedge Counterparties, during the period leading up to the Geita
sale, to close out certain hedge positions which resulted in an
exceptional loss of US$14.7 million. In connection with this
closeout, Ashanti settled US$6.9 million in cash, and the
remaining US$7.8 million was treated as a borrowing under the
Existing RCF.
o Included in operating expenses for the year ended December 31,
1999 was a charge of US$17 million for redundancy costs
associated with the decision to close the surface mining
operations, certain treatment plants, and certain low capacity
shafts at the Obuasi mine. A further charge of US$3 million for
redundancy costs is included in operating expenses for the year
ended December 31, 2000 in respect of these closures.
o Loss on sale of 50% interest in Carmeuse Lime Products (Ghana)
Limited of US$4.6 million.
o In 1999 a write down of US$171.1 million was made against the
carrying value of assets at Obuasi following the decision to
cease surface mining, to close low capacity shafts and close two
treatment plants.
Financing Costs
Net interest costs charged to the profit and loss account for the year
totalled US$51.3 million (1999: US$29.9 million). During the year US$4.4 million
(1999: US$1.8 million) was capitalized in respect of interest costs incurred
during the development of the Geita mine. The increased interest charges were
due to increased debt levels and higher interest rates.
Taxation
Total taxation charged to the profit and loss account amounted to
US$8.8 million (1999: US$2.7 million). Taxation recorded in 2000 includes tax
relating to the adjustment of prior year tax amounting to US$4.5 million and a
provision for taxes arising from the disposal of 50% interest in Geita of US$3.0
million.
Earnings
Earnings before exceptional operating costs, provision for loss on
disposal of fixed assets and profit on sale of business were US$30.5 million
(1999: US$66.1 million). The reduction in earnings was due to lower realized
gold prices and higher interest charges, off-set by increased production and
reduced cash operating costs. After exceptional items the Company incurred a
loss of US$141.1 million (1999: loss of US$183.9 million).
Dividend
The Company was continuing to strengthen its financial position. The
banking covenants prohibited the payment of cash dividends until gross
borrowings fell below US$300 million. In the light of these factors, and the
deficit on reserves, no dividend was paid for 2000.
Cash Flow
The net cash inflow from operating activities was US$149.4 million
(1999: US$120.3 million). Net interest paid was US$56.4 million (1999: US$28.8
million) and US$145.6 million was invested in completing the Geita mine and
developing the Company's other mines.
In June 2000, the Company acquired the Teberebie mine in Ghana for a
purchase consideration of US$18.8 million plus assumption of US$8.3 million of
debt. US$5.0 million was paid on completion and the balance of US$13.8 million
is payable over the next five years. In August 2000 the Company sold certain
assets (which formed part of the Teberebie acquisition) for US$5.0 million.
63
The sale of a 50% interest in the Geita mine was completed on December
15, 2000. The cash consideration from the sale totalled US$205.0 million and was
applied to reduce debt, after meeting disposal costs. An additional
consideration of US$2.8 million was received from AngloGold in accordance with
the terms of the sale agreement in respect of certain items of capital
expenditure and interest.
Capital Expenditure
Capital expenditure decreased to US$145.6 million (1999: US$189.0
million) as a result of reduced spend across the Company, particularly at Obuasi
where the capital expenditure fell from US$59.2 million in 1999 to US$32.6
million. The expenditure in 2000 included costs incurred in respect of the
development of the Geita mine totalling US$85.7 million.
Gold Hedging
Gold Hedging Policy
During 2000, the Board of Directors approved a revised gold hedging
policy. See Item 4A, "Information on the Company - History and Development of
the Company" for a discussion of the events that led to the decision to revise
the Company's gold hedging policy.
Although the objectives of the revised policy are broadly similar to
those of the previous policy, the revised policy has the effect of:
o Limiting the level of committed ounces to a percentage of future
forecast production levels, these percentages decreasing over time (the
previous policy measured committed ounces as a percentage of proven and
probable reserves).
o Setting a minimum level of protected ounces, sufficient to ensure that
the Company should be able to meet its financial commitments as and
when they fall due.
o Limiting lease rate exposure to a percentage of protected ounces.
The revised policy contemplates that it may take some time to
restructure the hedge book to conform to the hedge policy goals and provides for
the Company to work towards these goals during the margin free trading period.
The revised policy does not set deadlines for compliance with these goals, as
the Company's ability to effect restructuring is dependent upon market
conditions.
The Company has identified three key steps or goals for implementation
of the revised gold hedging policy:
i) To reduce the amounts of gold committed by the hedge book,
ii) To maintain/increase the amounts of gold protected by the hedge
book,
iii) To reduce lease rate exposure to a percentage of protected
ounces.
Market conditions will determine when and how quickly these steps can
be implemented, and the revised gold hedging policy does not dictate set time
frames for their accomplishment. Implementing these steps without regard to
market conditions would extract value from the hedge book and would be
detrimental to the Company and the value of the hedge book. The Risk Management
Committee of the Board monitors the implementation of these steps.
On August 15, 2002, as part of the arrangements for securing ongoing
margin free trading this hedging policy was revised further pursuant to the
terms of the New MFTL, however, the objectives and key steps and goals remain
substantially the same. See Item 11 - "Quantitative and Qualitative Disclosures
About Market Risk" for details of Ashanti's hedging arrangements and hedging
policy.
The following two tables show the hedge book positions at balance sheet
dates December 31, 2001 and December 31, 2000:
64
Hedging table as at December 31, 2001
Fair value
2001
2002 2003 2004 2005 2006 Thereafter Total (US$million)
-----------------------------------------------------------------------------------------------------------------------------
Forward Sales (ounces) 607,500 718,746 529,996 464,996 248,000 1,095,000 3,664,238 117.6
(US$/ounce) 335.14 351.14 355.18 353.14 349.35 347.24 348.04
-----------------------------------------------------------------------------------------------------------------------------
Puts:
Bought (ounces) 270,000 50,000 79,200 79,200 79,200 316,800 874,400 52.7
(US$/ounce) 349.54 354.00 377.50 377.50 377.50 377.50 367.52
-----------------------------------------------------------------------------------------------------------------------------
Sold (ounces) 50,000 50,000 50,000 -- -- 150,000 (1.7)
(US$/ounce) 270.00 270.00 270.00 -- -- 270.00
-----------------------------------------------------------------------------------------------------------------------------
Subtotal (ounces) 220,000 -- 29,200 79,200 79,200 316,800 724,400
-----------------------------------------------------------------------------------------------------------------------------
Calls:
Sold (ounces) 712,700 665,092 628,972 425,528 212,056 887,956 3,532,304 (53.7)
(US$/ounce) 336.39 338.72 342.44 344.19 365.58 356.06 346.55
-----------------------------------------------------------------------------------------------------------------------------
Bought (ounces) 60,000 240,000 280,000 60,000 173,000 173,000 986,000 5.4
(US$/ounce) 380.00 429.13 444.43 380.00 418.44 418.42 423.74
-----------------------------------------------------------------------------------------------------------------------------
Subtotal (ounces) 652,700 425,092 348,972 365,528 39,056 714,956 2,546,304
-----------------------------------------------------------------------------------------------------------------------------
Convertible Structures:
Put Protection (ounces) -- -- -- -- 100,000 650,000 750,000 10.5
(US$/ounce) -- -- -- -- 400.77 400.77 400.77
-----------------------------------------------------------------------------------------------------------------------------
Forward
Commitment (ounces) -- -- -- -- 200,000 839,000 1,039,000
(US$/ounce) -- -- -- -- 400.77 400.76 400.76
-----------------------------------------------------------------------------------------------------------------------------
Call Commitment (ounces) -- -- -- -- -- 252,000 252,000
(US$/ounce) -- -- -- -- -- 400.78 400.78
-----------------------------------------------------------------------------------------------------------------------------
Lease Rate ounces due 2,085 -- -- -- -- -- 2,085
-----------------------------------------------------------------------------------------------------------------------------
Summary:
Protected (ounces) 825,415 718,746 559,196 544,196 427,200 2,061,800 5,136,553
-----------------------------------------------------------------------------------------------------------------------------
Committed (ounces) 1,258,115 1,143,838 878,968 830,524 487,056 2,900,956 7,499,457
-----------------------------------------------------------------------------------------------------------------------------
Lease Rate Swap (ounces) 4,981,625 5,044,125 4,466,400 3,765,200 3,089,400 2,470,735 4,981,625 (42.0)
-----------------------------------------------------------------------------------------------------------------------------
Total Fair value 88.8
-----------------------------------------------------------------------------------------------------------------------------
Expected gold production (excluding Geita Production for the period of the project finance
i.e. 2002-2007 12,295,000
-----------------------------------------------------------------------------------------------------------------------------
Total committed ounces as a percentage of total expected production excluding Geita Production for the period of the project
finance ie 2002-2007) 61%
-----------------------------------------------------------------------------------------------------------------------------
Total committed ounces as a percentage of total proven and probable reserves (excluding Geita Production for the period
of the project finance i.e. 2002-2007) 41%
-----------------------------------------------------------------------------------------------------------------------------
NOTES:
'Protected Ounces' - Protected ounces include net bought put options plus
forward sales.
'Committed Ounces' - Committed ounces include net call options sold plus
forward sales (there is thus some overlap between the figures for
'protected' and 'committed' ounces). Convertible structures in the
hedgebook are represented as either protection and/or commitments as
defined above.
65
Hedging table as at December 31, 2000
2001 2002 2003 2004 2005 Thereafter Total )
----------------------------------------------------------------------------------------------------------------------------
Forward Sales
(ounces) 471,758 477,500 658,746 469,996 464,996 1,343,000 3,885,996
----------------------------------------------------------------------------------------------------------------------------
(US$/ounce) 351.58 350.26 349.49 361.29 353.12 347.64 351.06
----------------------------------------------------------------------------------------------------------------------------
Puts
- Bought (ounces) 150,003 270,000 50,000 -- -- -- 470,003
(US$/ounce) 321.33 349.54 354.00 -- -- -- 341.01
----------------------------------------------------------------------------------------------------------------------------
Puts
- Sold (ounces) 50,000 50,000 50,000 50,000 -- -- 200,000
(US$/ounce) 270.00 270.00 270.00 270.00 -- -- 270.00
----------------------------------------------------------------------------------------------------------------------------
Net bought puts
(ounces) 100,003 220,000 -- (50,000) -- -- 270,003
----------------------------------------------------------------------------------------------------------------------------
Calls
- Sold (ounces) 845,704 820,700 713,092 635,092 305,900 1,213,520 4,534,008
(US$/ounce) 320.23 332.97 359.76 366.60 357.32 361.73 348.86
----------------------------------------------------------------------------------------------------------------------------
Calls
- Bought (ounces) -- 60,000 240,000 280,000 60,000 346,000 986,000
(US$/ounce) -- 380.00 429.13 444.43 380.00 418.44 423.74
----------------------------------------------------------------------------------------------------------------------------
Net sold calls (ounces) 845,704 760,700 473,092 355,092 245,900 867,520 3,548,008
----------------------------------------------------------------------------------------------------------------------------
Convertible Structures:
Put Protection (ounces) -- -- -- 79,200 79,200 1,146,000 1,304,400
(US$/ounce) -- -- -- 377.50 377.50 392.72 390.88
----------------------------------------------------------------------------------------------------------------------------
Forward
Commitment (ounces) -- -- -- -- -- 1,039,000 1,039,000
(US$/ounce) -- -- -- -- -- 400.76 400.76
----------------------------------------------------------------------------------------------------------------------------
Call
Commitment (ounces) -- -- -- 79,200 79,200 648,000 806,400
(US$/ounce) -- -- -- 380.00 380.00 388.08 386.49
----------------------------------------------------------------------------------------------------------------------------
Summary:
Protected (ounces) 571,761 697,500 658,746 499,196 544,196 2,489,000 5,460,399
----------------------------------------------------------------------------------------------------------------------------
Committed (ounces) 1,317,462 1,238,200 1,131,838 904,288 790,096 3,897,520 9,279,404
----------------------------------------------------------------------------------------------------------------------------
Lease Rate Swap (ounces) 2,932,750 5,341,625 5,044,125 4,466,400 3,765,200 3,089,400 5,341,625
----------------------------------------------------------------------------------------------------------------------------
Total Fair Value
----------------------------------------------------------------------------------------------------------------------------
Expected gold production (excluding Geita Production for the period of the
project finance i.e. 2001-2007) 12,350,000
----------------------------------------------------------------------------------------------------------------------------
Total committed ounces as a percentage of total expected production (excluding Geita Production for the period
of the project finance ie 2001-2007)
----------------------------------------------------------------------------------------------------------------------------
Total committed ounces as a percentage of total proven and probable reserves
(excluding Geita Production for the period of the project finance i.e. 2001-2007)
----------------------------------------------------------------------------------------------------------------------------
Fair value
2000
(US$million)
---------------------------------------------------------------------------------------------
Forward Sales 93.3
(ounces)
---------------------------------------------------------------------------------------------
(US$/ounce)
---------------------------------------------------------------------------------------------
Puts 24.5
- Bought (ounces)
(US$/ounce)
---------------------------------------------------------------------------------------------
Puts 1.6
- Sold (ounces)
(US$/ounce)
---------------------------------------------------------------------------------------------
Net bought puts
(ounces)
---------------------------------------------------------------------------------------------
Calls (55.0)
- Sold (ounces)
(US$/ounce)
---------------------------------------------------------------------------------------------
Calls 6.5
- Bought (ounces)
(US$/ounce)
---------------------------------------------------------------------------------------------
Net sold calls (ounces)
---------------------------------------------------------------------------------------------
Convertible Structures: 22.4
Put Protection (ounces)
(US$/ounce)
---------------------------------------------------------------------------------------------
Forward
Commitment (ounces)
(US$/ounce)
---------------------------------------------------------------------------------------------
Call
Commitment (ounces)
(US$/ounce)
---------------------------------------------------------------------------------------------
Summary:
Protected (ounces)
---------------------------------------------------------------------------------------------
Committed (ounces)
---------------------------------------------------------------------------------------------
Lease Rate Swap (ounces) (61.0)
---------------------------------------------------------------------------------------------
Total Fair Value 29.1
---------------------------------------------------------------------------------------------
Expected gold production (excluding Geita Production for the period of the
project finance i.e. 2001-2007)
---------------------------------------------------------------------------------------------
Total committed ounces as a percentage of total expected production
(excluding Geita Production for the period of the project finance ie 2001-2007) 75%
---------------------------------------------------------------------------------------------
Total committed ounces as a percentage of total proven and probable reserves
(excluding Geita Production for the period of the project finance i.e. 2001-2007) 47%
---------------------------------------------------------------------------------------------
NOTES:
'Protected Ounces' - Protected ounces include net bought put options
plus forward sales.
'Committed Ounces' - Committed ounces include net call options sold
plus forward sales (there is thus some overlap between the figures for
'protected' and 'committed' ounces). Convertible structures in the
hedgebook are represented as either protection and/or commitments as
defined above.
The foregoing tables show the contents of the hedgebook at two discrete
dates. The hedgebook is actively managed and the Company modifies its contents
as production and market conditions warrant. As a result, the Company cautions
that it is difficult to draw direct comparisons between the contents of the
hedgebook at the two balance sheet dates, and investors are cautioned not to
place undue reliance on the differences between the contents of the hedgebook at
the two balance sheet dates.
66
The table below compares, as at December 31, 2001, the contents of the
hedgebook with the goals set by the revised hedge policy.
Existing Hedge Book Hedge Policy
--------------------------- -------------------------------------------
% of (Outside)/
forecast million million within
production ounces ounces policy
---------------------------------------------------------------------------------------------
Committed ounces 61% 7.5 Maximum 6.0 (1.5)
Protected ounces 41% 5.1 Minimum 3.5 1.6
Lease rate swaps 41% 5.0 Maximum 2.9 (2.1)
Forecast production over the life of hedge book: 12.3 million ounces
Total proven and probable reserves (including Geita at 50%): 22.3 million ounces
The existing hedge book column shows the number of committed ounces,
protected ounces and lease rate swap ounces of the hedge book as at December 31,
2001, both in ounces and as a percentage of forecast production. The hedge
policy column shows the amount of committed ounces, protected ounces and lease
rate swap ounces, which would be called for by the revised hedge policy. The
final column shows the difference between the contents of the hedge book and the
revised policy's goals as at December 31, 2001.
The table above shows that protection levels are fully implemented as
set out in the Hedging Policy (see Item 11 - "Quantitative and Qualitative
Disclosures About Market Risk"). However, commitment ounces and lease rate swaps
need to be reduced further for full implementation. The table shows the number
of ounces that need to be reduced to obtain full implementation. There are no
set deadlines for compliance with these goals, as the Company's ability to
affect restructuring is dependant upon market conditions.
Instruments Used in the Hedge Book
The instruments used in the hedge book either commit or protect future
gold production. Therefore, all instruments in the hedge book are defined as
commitment contracts or protected contracts:
i) Commitment instruments, which give rise to committed ounces,
represent future obligations of the Company to deliver gold at a
pre-agreed maximum price. This includes obligations arising from
sold call options and forward-sale contracts. Sold call options
are netted against bought call options in calculating committed
ounces. Committed ounces therefore totals net call options and
forward sales.
ii) Protected instruments, which give rise to protected ounces,
represent future sales of gold for which the future price has
either been fixed with a forward-sale contract or where the
Company has ensured a minimum sales price through a net bought
option position. The net bought put option position is the net of
purchased put options and sold put options. Protected ounces
therefore totals net bought options and forward sales.
The hedge book also uses lease rate swaps in combination with
protection instruments. A lease rate swap is a contract where one party pays a
fixed gold lease rate and another party pays a floating gold lease rate based on
a pre-determined amount of gold. The Gold Lease Rate is the gold deposit or
borrowing rate. Combining lease rate swaps with forward contracts allows the
Company to enhance forward rates/premium received on forward contracts, based on
market conditions for lease rates. Higher level of lease rates would lead to a
reduction in forward premium received.
Please refer to Item 11 for a more detailed discussion of the different
types of instruments used in the hedge book.
In Item 11 "Quantitative and Qualitative Disclosures About Market Risk
- Cash Flow Projections", is a table showing the cash flows from the hedge book
under various gold spot price and lease rate assumptions. Below is a description
of how cash flows change for the various instruments as the gold spot price
moves:
67
Forward sales: As gold spot rates increase, cash flows received from forwards
decrease or cash flows paid under forward contracts increase. Cash flow from
forward contracts is positive to the Company when the spot level is below the
price of the forward contract. As the spot price increases toward the forward
price this positive cash flow is reduced and then turns to negative cash flows
for the Company if the spot price rises above the forward price. The Company can
often elect to physically deliver gold to settle forward contracts, which can
eliminate cash flow implications of these transactions.
Lease Rate Swaps: Lease rate swaps are used in conjunction with forward
contracts and are generally settled simultaneously with forward contracts. The
description that follows provides information about how changes in gold lease
rates can affect the cash flows for the lease rate swap component of the
combination-hedging instrument.
Gold lease rate levels predominantly affect cash flows from lease rate swaps.
The Company receives a fixed lease rate and pays a floating lease rate. If the
floating rate is below the fixed rate receivable, the Company receives lease
rate proceeds (paid in cash or gold ounces which are converted into US dollars)
and therefore has positive cash flow from the lease rate swap. If the floating
rate is above the fixed rate receivable, the Company pays lease rate proceeds
and therefore is subject to negative cash flow. Gold lease rates are readily
determinable in the market and are based on the costs of borrowing physical
gold.
Spot levels play a role in some of the Company's lease rate swaps in that if the
lease rate swap proceeds are received in gold ounces, the gold will have to be
sold into the spot market. The higher the spot price the higher the cash flows
from these lease rate swaps.
Put options (net bought): As spot increases, cash flow from bought put options
decreases but never turn into negative cash flows (after the initial payment of
the option premium).
If the spot level is below the strike level of the put option, cash flows to the
Company are positive when the put option is exercised. As the spot price
increases toward the strike price of the put option, these cash flows are
reduced. If spot is trading at the strike, cash flows from the put option are
zero. Cash flows from bought put options never become negative as the Company is
not obligated to exercise the put option when spot levels are above the put
strike. In that circumstance, the Company would instead receive full benefit
from selling its gold into the higher spot prices.
Call Options (net sold): As the spot price increases above the strike price,
negative cash flows on settlement of sold call options increases. In addition,
if spot prices increase, margin calls during the term of the call option may
also create negative cash flows for the Company.
If the spot price is below the strike price of the call option, the sold call
option will not be exercised against the Company and therefore have no cash flow
implication for the Company.
Convertible structures convert into either forward contracts or put or call
options. Once the convertible option has converted into the respective
instrument, the cash flow behaves as it would for the type of instrument
converted to. Convertible structures have no cash flow implications until they
are converted into forwards, puts or calls.
The termination of a hedging contract will result in a cash flow on termination
date; however, recognition of the gain or loss is deferred until the underlying
hedged item is recognized.
Timing of cash flows: Cash flows for components of the hedge book generally
occur at maturity of individual contracts. The Company's hedge book has been
structured such that quarter end dates have relatively more contracts maturing
than month end dates. As a result the majority of the cash flows from the hedge
book occur at quarter end. The intention of the Company is to ensure that the
physical sale of gold produced coincides with the maturities of its hedge
contracts and thus to match cash flows accordingly.
In future restructurings of the hedge book, the Company aims to evenly spread
contracts to month-end dates and thereby have more regular cash flows to the
Group.
68
The New MFTL (together see Item 5 "Operating and Financial Review and
Prospects - Liquidity and Capital Resources") and 1992 ISDA Master agreements
govern the Company's relationships with its hedge counterparties and terms of
hedging instruments. These agreements contain, amongst other things, certain
events of default and termination events, which could lead to early closeouts of
hedges and in some cases a cross-default under the other facilities of the
Group. The events of default and termination events in such agreements include
failure to pay, breach of the agreement, misrepresentation, default under
Ashanti's loans or other hedging agreements, bankruptcy, merger without
assumption and merger resulting in a materially weaker entity. In the event of
such an early termination, the cash flows from the affected hedge instruments
would cease and Ashanti and the relevant Hedge Counterparty would settle all of
their obligations at that time. In that event, there could be a lump sum payment
either to or by Ashanti. The magnitude or direction of such a payment would
depend upon, amongst other things, the characteristics of the particular hedge
instruments that were terminated and the market conditions at the time of
termination. The payment, if sufficiently large, could materially adversely
affect the financial conditon of Ashanti. A full discussion of the effect of
market conditions on the hedge book is set out in Item 11 "Quantitative and
Qualitative Disclosures About Market Risk - Hedge Book Sensitivities".
Differences between UK GAAP and US GAAP
The net profit for 2001 of US$62.7 million, net loss for 2000 of
US$141.1 million and net loss for 1999 of US$183.9 million, under UK GAAP,
compare with net income of US$65.4 million, a net loss of US$349.1 million and a
net loss of US$335.4 million, respectively, under US GAAP. Shareholders' equity
for 2001 of US$338.3 million and shareholders' equity for 2000 of US$274.7
million, under UK GAAP, compare with shareholders' equity of US$308.5 million
and shareholders' equity of US$178.3 million, respectively, under US GAAP.
The differences arise principally from the differing accounting
treatment for amortization of goodwill and other intangible assets, impairment
of long-lived assets, deferred income taxes, capitalized interest, financial
instruments, warrants, write-down of non-recourse loans, asset write-back,
prepaid forward gold facility, pensions, environmental provisions and minority
interest. Details of the reconciling differences are given in Note 31 to the
consolidated financial statements of Ashanti included elsewhere in this filing.
Liquidity and Capital Resources
The Group's gross debt fell by US$39.8 million, from US$365.7 million
in 2000 to US$325.9 million in 2001. The Group's net debt level as at December
31, 2001 was US$270.7 million (2000: US$292.1 million). These amounts exclude
the 50% share of the US$124.3 million non-recourse Geita project finance loan.
No drawings were made under the Existing RCF or revolving credit
facility, during 2001. The amounts outstanding under the Existing RCF fell
from US$88.8 million in 2000 to US$55.0 million in 2001.
Ashanti also secured an extension of its working capital facilities on
a voluntary basis from its then existing lending banks by way of the extension,
to December 30, 2002, of the drawdown period in the Existing RCF in respect of
US$25.4 million of the facilities within the Existing RCF. This working capital
facility was cancelled in June 2002 when Ashanti entered into the Enlarged RCF
described below.
Subsequent Events
On June 28, 2002, Ashanti announced that it had withdrawn the Proposed
Restructuring which was announced on January 25, 2002 and that it had effected a
refinancing of the Existing RCF and Existing Notes using the proceeds arising
from the cash redemption alternative as more particularly described below ("the
Cash Redemption Alternative"). The Cash Redemption Alternative has already been
implemented. In addition, Ashanti announced that, following completion of the
Cash Redemption Alternative, it intends to undertake a Rights Issue by December
31, 2003. Further details regarding the Rights Issue are set out below. Any
funds raised
69
from the Rights Issue, which is not part of the Cash Redemption Alternative,
will be available as additional working capital for the Ashanti Group. A
registration statement will be required to be published in due course in
connection with the Rights Issue and declared effective by the SEC prior to the
Rights Issue proceeding.
The Cash Redemption Alternative, which was implemented on June 28,
2002, involved the repayment of the Existing RCF and the Existing Notes from the
proceeds of:
o An enlarged US$200 million, 5 year revolving credit facility;
o The early exercise of Warrants amounting to approximately US$41.8
million; and
o US$75 million mandatorily exchangeable notes, or MENs, which were
issued at par and for cash.
1 The Enlarged RCF
Ashanti entered into a new US$200 million five year Revolving Credit
Facility, or RCF, (the "Enlarged RCF") for the Ashanti Group on June
28, 2002 with a group of fifteen syndicate banks. See Item 10
"Additional Information - Material Contracts".
2 Early exercise of Warrants
2.1 In November 1999, 19,835,601 unregistered warrants (the "Warrants") to
subscribe for Ordinary Shares of Ashanti were issued to Ashanti's Hedge
Counterparties (some of whom subsequently transferred some of the
Warrants to Ashanti's then lenders). Pursuant to a Warrant Exercise
Agreement, 17 of the Warrantholders agreed to the early exercise of
12,367,905 Warrants with effect from the date of such agreement at a
subscription price of US$3.00 per Ordinary Share. The exercising
Warrantholders were: The Bank of Nova Scotia; CIBC World Markets PLC;
Commerzbank International SA; Ecobank Ghana Limited; The Ghana
Commercial Bank Limited; The Ghana International Bank PLC; Goldman
Sachs International; HSBC Bank USA, London Branch; NM Rothschild & Sons
Limited; Societe Generale; Standard Bank London Limited;
Standard Chartered Bank; West Register (Investments) Limited;
Westdeutsche Landesbank Girozentrale, London Branch; AIG International
Inc.; Citibank NA; and HSBC Bank USA. The early exercise of 12,367,905
Warrants has raised approximately US$37.1 million. In addition, on June
19, 2002, one of the Hedge Counterparties, UBS AG, exercised 1,577,217
Warrants to raise approximately US$4.7 million.
2.2 Ashanti has undertaken to pay exercising Warrantholders a fee
associated with such exercise until the expiry of the put options
described in paragraph 2.3 below (or, if earlier, such Warrantholder's
disposal of the Ordinary Shares arising on exercise of the relevant
Warrants). The fee, at the rate of LIBOR plus 25 basis points, is
payable quarterly in arrears.
2.3 To facilitate the early exercise of the Warrants, Lonmin has, at no
cost to Ashanti, granted to each exercising Warrantholder
non-transferable put options (the "Put Options") in respect of each
Ordinary Share issued on exercise of their respective Warrants pursuant
to the Warrant Exercise Agreement. The Put Options are exercisable at
US$3.00 (subject to adjustment in certain circumstances). The Put
Options are only exercisable on three dates, namely April 28, 2004,
October 28, 2004 and April 28, 2005 and each of the relevant
Warrantholders shall only be entitled to exercise its Put Options in
respect of a maximum number of Ordinary Shares corresponding to such
number of Ordinary Shares from which the A tranche, B tranche and C
tranche Warrants held by such Warrantholder have converted (for example
the Put Options in respect of Ordinary Shares into which the A tranche
Warrants have converted are only exercisable on April 28, 2004).
3 Issue of Mandatorily Exchangeable Notes
3.1 Lonmin has subscribed for a total of US$75,000,000 of mandatorily
exchangeable notes, or MENs, pursuant to the Lonmin MENs Subscription
Agreement and the Government of
70
Ghana MENs Subscription Agreement. The Government of Ghana has a call
option (the "Call Option") in respect of the US$28,430,695 of MENs. The
MENs are exchangeable into Ordinary Shares at an exchange price of the
lower of US$5.40 per Ordinary Share and the price per Ordinary Share at
which Ordinary Shares are issued pursuant to the Rights Issue. The
Lonmin MENs Subscription Agreement and the Government of Ghana MENs
Subscription Agreement are further described in Item 10 "Additional
Information - Material Contracts".
4 Repayment of the Existing RCF and the Existing Notes
The proceeds raised from the Enlarged RCF, the early exercise of the
Warrants and the subscription of the MENs were partially applied to
repay all sums owing under the Existing RCF. The remaining proceeds
were used by Ashanti Capital Limited ("ACL") to redeem on August 2,
2002 all the Existing Notes at par plus accrued and unpaid interest and
other additional amounts required under the indenture in relation to
the Existing Notes dated March 5, 1996 (as amended) (the "Existing
Indenture").
5 Rights Issue
Ashanti has, pursuant to the Lonmin MENs Subscription Agreement and the
Government of Ghana MENs Subscription Agreement, undertaken to use its
best efforts to complete a Rights Issue of Ordinary Shares within 18
months from the date of issue of the MENs. Lonmin and the Government
have undertaken not to take up their respective rights under the Rights
Issue unless and only to the extent that the Ordinary Shares offered to
them in connection with the Rights Issue exceed the number of Ordinary
Shares which would be issued under, respectively, the Lonmin MENs
Subscription Agreement and the Government of Ghana MENs Subscription
Agreement. If Ashanti does not proceed with a Rights Issue within 18
months of the date hereof, it has undertaken to despatch a circular to
its Securityholders to obtain their approval to enable all the MENs to
be exchanged into Ordinary Shares on the basis of an exchange price of
US$5.40. The Warrantholders (to the extent they have exercised their
Warrants by the record date of the Rights Issue) will be able to
participate in the Rights Issue. A decision is yet to be taken on
whether the Rights Issue will be underwritten. The Rights Issue will be
at a price per Ordinary Share of US$5.40 or such lower price as Ashanti
may, in its absolute discretion, determine. Ashanti intends to launch
the Rights Issue as soon as practicable. The Rights Issue will require
the filing and clearing of prospectus documentation in a number of
jurisdictions, including the United Kingdom and Ghana, and a
registration statement being declared effective by the SEC.
6 Shareholding of Lonmin and the Government of Ghana
Although Lonmin's percentage interest in the share capital of Ashanti
will decrease immediately following implementation of the Cash
Redemption Alternative because of the early exercise of 13,945,122
Warrants, it may increase in due course, depending upon the take-up in
the Rights Issue and if the Put Options granted by Lonmin are
exercised. A summary of the effects of the implementation of the Cash
Redemption Alternative on Lonmin's shareholding and the shareholding of
the Government, based on certain assumptions, is set out below:
71
Lonmin's Government's
Ashanti's issued Lonmin's percentage Government's percentage
share capital(1) shareholding holding % shareholding holding %
-------------------------------------------------------------------------------------------------------------------
Before the Cash Redemption
Alternative 112,714,222 36,000,000 31.94 21,978,104 19.50
Immediately following the Cash
Redemption Alternative(2) 126,659,344 36,000,000 28.42 21,978,104 17.35
Following the Rights Issue:
0% take-up in Rights Issue(3) 140,548,233 49,888,889(4) 35.50 21,978,104 15.64
0% take-up in Rights Issue
and outstanding Put Options
exercised(5) 140,548,233 55,850,274 39.55 21,978,104 15.64
100% take-up in Rights Issue(6) 157,001,101 44,623,945 28.42 27,243,048 17.35
Lonmin has sought and obtained the approval of the GSE for the increase in its
shareholding resulting from the exchange of the MENs and the exercise by the
Warrantholders of the Put Option.
----------
(1) The figure for total issued share capital after the Cash Redemption
Alternative assumes the exercise of 13,945,122 Warrants but does not take
account of other possible increases in share capital for instance share
options and further Warrant exercise. Assumes Rights Issue at a price of
US$5.40.
(2) This is prior to the Rights Issue and exchange of the MENs and any exercise
under the Put Option.
(3) This assumes no exercise of the Call Option by the Government or any third
party.
(4) Lonmin would have this same shareholding if the Rights Issue did not go
ahead but instead the shares are issued following a related party
shareholder approval.
(5) Since the granting of the Put Options in June 2002, 6,676,520 Ordinary
Shares subject to the Put Options have been transferred by the holders of
the options and as a result the Put Options in respect of those Ordinary
Shares have terminated. As at October 31, 2002 Put Options over 5,691,385
remain outstanding. The remaining Put Options are exercisable in tranches
of approximately 1.8 million shares on three exercise dates being April 28,
2004, October 28, 2004 and April 28, 2005.
(6) This assumes that the Call Option is exercised in full by the Government
and that the Put Options are not exercised. If the Call Option is exercised
by anyone other than the Government then the Government's shareholding
would remain constant at 21,978,104 Ordinary Shares.
7 Hedging and banking arrangements
7.1 Existing Margin Free Trading Letter
Under the existing margin free trading letter, or Existing MFTL,
Ashanti benefits from margin free trading with its Hedge Counterparties
until December 31, 2002 and from increased margin thresholds until
December 31, 2004, subject in each case to compliance with covenants
and no event of default being declared. However, in order to implement
the refinancing of its debt, Ashanti needed to enter into appropriate
continuing margin free arrangements in respect of its hedging
activities for the period after December 31, 2002.
7.2 Interim Margin Free Agreements
Following considerable discussions with its Hedge Counterparties,
Ashanti proposed a two stage process. The first stage was to enter into
the Interim Margin Free Agreements which are bilateral margin free
arrangements pursuant to which the entitlements of the Hedge
Counterparties to call for margin under their hedging arrangements with
Ashanti would be suspended (subject to compliance by Ashanti with
covenants and no events of default being declared) unless and until any
Hedge Counterparty actually calls for margin or collateral, or Ashanti
provides any form of margin or collateral, in respect of its hedging
arrangements. The second stage was that once the Interim Margin Free
Agreements had become effective and had been signed by all the Active
Counterparties, the Interim Margin Free Agreements would terminate and
the Existing MFTL would be amended and restated to provide for margin
free
72
trading on an ongoing basis, subject only to certain limited rights to
terminate hedging agreements with the Ashanti Group.
Interim Margin Free Agreements were signed by all of the Hedge
Counterparties and became unconditional on June 28, 2002. Since all of
the conditions of the Interim Margin Free Agreements had been
satisfied, Ashanti required, as it was entitled to under the Interim
Margin Free Agreements, each of the Hedge Counterparties to enter into
the New MFTL.
7.3 New MFTL
The New MFTL amended and restated the Existing MFTL and provides for
margin free trading on an ongoing basis, subject only to certain
limited rights of the Hedge Counterparties to terminate hedging
agreements with the Ashanti Group. Both the Existing MFTL and the
Interim Margin Free Agreements have terminated. Ashanti and the Hedge
Counterparties agreed in the New MFTL that, amongst other things, any
existing rights to call for margin are cancelled and that, no new
hedging agreements will benefit from rights to call for margin. If
these provisions and certain other provisions are breached, or if
Ashanti is no longer in compliance with the hedge policy which is
currently in place or if the hedge policy is amended other than with
the approval of an appropriate majority of the Hedge Counterparties,
then the Hedge Counterparties will have a right to terminate their
hedging agreements with the Ashanti Group.
The above restructuring, which has been implemented, has improved Ashanti's
balance sheet (by decreasing debt and increasing equity), extended the maturity
profile of Group debt and has increased Ashanti's financial flexibility.
Off Balance Sheet Arrangements
The Company has not entered into any transactions, arrangements or
other relationships with unconsolidated special purpose entities or other
persons that are reasonably likely to affect materially liquidity or the
availability of or requirements for capital resources.
Contractual Obligations and Commercial Commitments
Following is a table summarising various information contained within
the consolidated financial statements. Further information is contained therein.
Payments due by period (US$ million)
Less than 1 - 2 2 - 5 After 5
Contractual Obligations Total 1 year years years years
--------------------------------------------------------------------------------------------------------
Long-Term Debt (including capital lease
obligations) 325.9 25.3 267.7 31.9 1.0
Capital commitments 2.7 2.7 -- -- --
Deferred purchase consideration 16.1 7.3 3.0 5.8 --
--------------------------------------------------------------------------------------------------------
Total Contractual Cash Obligations 344.7 35.3 270.7 37.7 1.0
--------------------------------------------------------------------------------------------------------
Item 6. Directors, Senior Management and Employees
A. Directors and Senior Management
In line with the Company's Regulations, directors may be appointed by
the Company by ordinary resolution or by the Board. At each Annual General
Meeting of the Company, as near as possible to one-third of the directors will
retire by rotation and be eligible for re-election. The directors to retire will
be those who have been longest in office since their last election, but as
between those who have been in office for an equal length of time, those to
retire shall (unless they otherwise agree) be determined by lot. If appointed by
the Board, a director holds office only until the next Annual General Meeting
and is not taken into account in determining the directors who are to retire by
rotation.
73
Any director appointed to the office of managing director (in this case
the Chief Executive Officer) shall not, while holding that office, be subject to
retirement by rotation or be taken into account in determining the rotation of
retirement of directors.
A director may be removed by ordinary resolution of the Company before
the expiration of his period of office (but without prejudice to any claim which
such director might have for damages or compensation for breach of any service
agreement between him and the Company).
The minimum number of directors shall be three and there shall be no
maximum. At least one director shall at all times be present in Ghana. Subject
to the provisions of the Companies Code of Ghana (the "Companies Code") and the
Regulations thereunder (the "Regulations"), a director may hold any office or
position in Ashanti (except that of auditor) in conjunction with his or her
office of director, for such period and remuneration and otherwise as the Board
may arrange.
A director who is in any way (either directly or indirectly) materially
interested in any contract or proposed contract with Ashanti shall declare the
nature of his or her interest at the meeting of the Board at which the question
of entering into the contract is first considered, if he or she knows his
interest then exists, or in any other case, at the first meeting of the Board
after he knows that he or she is or has become so interested. There are also
restrictions on a director voting or being counted in a quorum in relation to
any resolution of the Board concerning any contract or proposed contract in
which he is materially interested.
The business address of each of the directors and officers of Ashanti
is Ashanti's registered office which is Gold House, Patrice Lumumba Road, Roman
Ridge, P.O. Box 2665, Accra, Ghana.
The following table indicates the names and the municipality of
residence of the directors and secretary of the Company, age, position with
Ashanti, principal occupation or employment (as at March 28, 2002) and the
number of Ashanti Shares beneficially owned, directly or indirectly, or over
which control or direction is exercised, as at June 15, 2002. The directors and
officers of the Company as a group (41 persons) own an aggregate of less than 1%
of the Company's outstanding shares.
Number of Ashanti
Shares Beneficially
Owned or Controlled
Directly or
Indirectly as of
Name and Municipality of Principal Occupation or Director December 31,
Residence Age Position with Ashanti Employment since 2001
---------------------------------------------------------------------------------------------------------------------------
Michael Ernest Beckett(1)(2) 65 Director, Non-Executive March 1994 1,359
Surrey, England Chairman of the Board Chairman of
Clarkson Plc
Sam Esson Jonah(4) 52 Executive Director, Chief Executive May 1982 45,302
Accra, Ghana Chief Executive Officer Officer
Merene Botsio-Phillips(5) 44 Executive Director, Executive Director, October 1996 100
Accra, Ghana General Counsel Ashanti
Eleanor Darkwa Ofori Atta 58 Executive Director, Executive Director, March 1994 553
Accra, Ghana Corporate Relations Ashanti
Trevor Stanley Schultz(4) 60 Executive Director, Executive Director, October 1996 23,548
Accra, Ghana Chief Operating Officer Ashanti
Srinivasan 36 Executive Director Executive Director, July 2000 --
Venkatakrishnan(4) Chief Financial Officer Ashanti
Accra, Ghana
Theophilus Ernest Anin(1,2,3) 69 Director Director July 2001 53
Accra, Ghana Bank of Ghana
The Rt. Hon. The Baroness 60 Director Director and President March 2000 --
Chalker of Wallasey PC(3) Business Association
London, England of Southern Africa
Dr. Chester Arthur 61 Director Professor of Strategic February 2000 5,000
Crocker(1)(2)(3) Studies, Georgetown
Washington DC, USA University
74
Number of Ashanti
Shares Beneficially
Owned or Controlled
Directly or
Indirectly as of
Name and Municipality of Principal Occupation or Director December 31,
Residence Age Position with Ashanti Employment since 2001
-----------------------------------------------------------------------------------------------------------------------------
Thomas Richard Gibian(1)(2) 48 Director Managing Director March 2000 20,000
Washington DC, USA Emerging Markets
Gordon Edward Haslam(1) 57 Director Chief Executive March 2002 --
London, England Lonmin Plc
Dr. Michael Peter 57 Director President February 2000 --
Martineau(2) Axmin Limited and
Hildenborough, England Carpathian Gold
Limited
Nicholas Jeremy Morrell(2) 54 Director Formerly Chief February 1997 --
London, England Executive of
Lonmin Plc
Ernest Abankroh 41 Secretary Secretary N/A 115
Accra, Ghana
-----------------------------------------------------------------------------------------------------------------------------
(1) Member of the Audit & Finance Committee
(2) Member of the Management Development and Remuneration Committee
(3) Member of the Corporate Governance Committee
(4) Member of the Risk Management Committee
(5) Substitute Director to E D Ofori Atta
During the past five years, the directors and officers of Ashanti have
been associated in various capacities with Ashanti and other corporations and
institutions, and their affiliates and predecessors thereof in the following
principal occupations, businesses and employment:
Michael Ernest Beckett (age 65). Mr. Beckett has been non-Executive
Chairman of the Board since March 12, 2001. He joined the Board in March 1994.
Formerly Managing Director of Consolidated Gold Fields, and a director of Gold
Fields of South Africa and Renison Gold Fields in Australia. He is Chairman of
Clarkson, Plc, and Watts Blake Bearne Limited and a director of other public
companies.
Theophilus Ernest Anin (age 69). Ghanaian. Joined the Board on 27 July
2001. A professional banker and solicitor with over 30 years' experience in
banking, financial management, and consulting in the public and private sectors.
A director of the Bank of Ghana.
Merene Botsio-Phillips (age 44). Ms. Botsio-Phillips is the General
Counsel. She joined the Company in 1995 and was appointed to the Board in
October 1996. Prior to joining the Company, she was Head of Legal Services and
Company Secretary of Ghana Airways Limited. She is a member of the board of The
Air Transport Licensing Authority of Ghana.
The Rt. Hon. The Baroness Chalker of Wallasey PC (age 60). Baroness
Chalker is an Advisory Director of Unilever Plc & NV. Non-Executive Director and
President of Southern Africa Business Initiative, President and Chairman of the
Boards of Management of the British Executive Service Overseas and the London
School of Hygiene and Tropical Medicine. Director of other public companies. She
was appointed to the Board in March 2000.
Dr. Chester Arthur Crocker (age 61). A director and Professor of
strategic studies at Georgetown University's School of Foreign Service. He is
also the Chairman of the Board of the United States Institute of Peace and
adviser on strategy and negotiations to a number of US and European companies.
He served as a US Assistant Secretary of State for African Affairs between 1981
and 1989. He joined the Board in February 2000.
Thomas Richard Gibian (age 48). He is Managing Director of Emerging
Markets Partnership and Chief Operating Officer of AIG, African Infrastructure
Fund. He is also a director of InterWave. He was appointed to the Board in March
2000.
75
Gordon Edward Haslam (age 57). Mr Haslam is a Director and Chief
Executive of Lonmin Plc. Director of other public companies. Appointed in March
2002.
Sam Esson Jonah (age 52). Mr. Jonah is Chief Executive and Group
Managing Director. He joined the Company in 1969 and was appointed Managing
Director in 1986. He is a director of Lonmin Plc, Commonwealth Africa Investment
Fund Limited and Ecobank Transnational Incorporated. Chairman of Ghana Airways
Limited, Chancellor of the University of Cape Coast, Ghana. Member of the UN
Global Compact on Governance, Member of the Advisory Committee, Termite Fund
which focuses on the mining and energy industries in Afr ica in seeking investor
interest. Member of the International Investment Advisory Council of the
President of South Africa.
Dr. Michael Peter Martineau (age 57). Executive Deputy Chairman of
Eurasia Mining plc. He joined the Board in February 2000. He has served as a
director of several mining and exploration companies in Africa, Australia, the
United Kingdom and the USA, including Cluff Resources Plc and SAMAX Resources
Limited.
Nicholas Jeremy Morrell (age 54). Mr. Morrell joined the Board in
February 1997. He was a former director and Chief Executive of Lonmin plc.
Eleanor Darkwa Ofori Atta (age 58). Mrs. Ofori Atta is Executive
Director responsible for Corporate Relations including corporate services and
human resources. She joined the Company in 1977 and was appointed to the Board
in March 1994.
Trevor Stanley Schultz (age 60). Mr. Schultz is Chief Operating Officer
of the Company. He joined the Board in October 1996. Formerly Senior Vice
President and Chief Operating Officer of Pegasus Gold, he also held senior
positions at BHP Minerals.
Srinivasan Venkatakrishnan (age 36). Mr. Venkatakrishnan is the Chief
Financial Officer. He joined the Board in July 2000 from Deloitte & Touche in
the United Kingdom where he was employed as a director in the Re-organisation
Services Division.
Officers
Ernest Abankroh (age 41). Mr. Abankroh is the Company Secretary. He
joined the Company in 1989 and was appointed Company Secretary in May 1999,
having previously served as Assistant Company Secretary from December 1996 and
in various roles within the accounts department of the Company. He holds a
Bachelor of Commerce (Hons) degree and a Diploma in Education from the
University of Cape Coast and is a Fellow of the Institute of Chartered
Secretaries and Administrators (UK).
Martin Awuku Ahorney (age 43). Mr. Ahorney is Controller-Group Budget &
Planning. He joined the Company in 1987 and was appointed to his present
position in July 2000, having previously worked in other key positions within
the finance department of the Company. Before joining the Company, Mr. Ahorney
worked with Ghana Consolidated Diamonds Limited and Ayew Agyemang and Co.,
Chartered Accountants. He has an MBA from the University of the Witwatersrand
(RSA), and a BSc (Hons) degree in Mineral Processing from Camborne School of
Mines (UK) and is a member of the UK Chartered Institute of Management
Accountants.
Kwaku Akosah-Bempah (age 42). Mr. Akosah-Bempah is General Manager,
Corporate Finance. He joined the Company in 1991. Prior to assuming his current
position in 2001 he was Finance Director of Freda-Rebecca Mine in Zimbabwe,
having previously held several roles within the Finance Department of the Obuasi
Mine and Corporate Head Office. He holds a Bachelor of Commerce (Hons) Degree
and a Diploma in Education from the University of Cape Coast, Ghana and an MBA
from the Columbia Business School, New York, USA. He is also a Chartered
Accountant and a member of the Institute of Taxation, Ghana.
Joseph Asare Amanor (age 54). Mr. Amanor is Senior Manager, Geology.
Before joining the Company in 1974, he worked at the State Gold Mining
Corporation, Konongo. He was educated at the University of Ghana, Legon and the
Royal School of Mines, London. He is a member of the Geological Society of Ghana
and the Australasian Institute of Mining and Metallurgy.
76
James Kwamena Anaman (age 55). Mr. Anaman is Managing Director, Public
Affairs with responsibility for the investor, government and public relations
matters of the Company. Prior to joining the Company in 1994, he was the
Minister-Counsellor for Information at the Ghana High Commission in London. A
graduate of the University of Ghana, he has also served as a press secretary to
the Head of State from 1975 to 1979. He is currently the president of the Ghana
Chamber of Mines and a member of both the Investor Relations Society of UK and
the Institute of Public Relations, Ghana.
Mr. Kwaku Addae Antwi-Boasiako (aged 42) is the Group Human Resources
Co-ordinator. He joined the Company in 1992 as Employee Communications Officer
at Obuasi. He was first Human Resources Manager at the Geita Mine and also
served as Human Resources Manager at Obuasi. Until his current appointment, he
was the Manager, Administration at Obuasi. He holds a Masters Degree in Human
Resources Management and is a member of the Society of Human Resources
Management (SHRM).
Nii Ajeidu Armar (age 41). Mr. Armar is Finance Director of Ashanti
Goldfields (Zimbabwe) Limited, having previously held various roles within the
finance department at Obuasi and the Head Office. He holds a Bachelor of Science
degree in chemistry and is a member of the UK Chartered Institute of Management
Accountants.
Mark Arnesen (age 42). Mr. Arnesen is Managing Director, International
Treasury. He joined the Company in January 2000. Prior to joining the Company,
he was Corporate Treasurer of Billiton Plc. He has over 17 years' experience in
financial management, of which 11 years were spent in treasury and corporate
financing with the Gencor and Billiton groups. He is a member of the South
African Institute of Chartered Accountants. He also holds a Bachelor of Commerce
and Bachelor of Accounting degree from the University of the Witwatersrand.
Kweku Awotwi (age 41). Mr. Awotwi is Managing Director of Strategic
Planning and New Business Development. Before joining the Company, he was
Manager of Business Planning and Analysis for Kaiser Aluminium & Chemical
Corporation in Pleasanton, California, where he worked for eight years. He is an
electrical engineer by training and has worked for GE/RCA as well as ITT, both
in the USA. He has a BSc degree from Yale University and an MBA from Stanford's
Graduate School of Business.
Peter Nigel Cowley (age 54). Mr. Cowley is Managing Director of Ashanti
Exploration and has over 30 years of experience in precious and base metals
exploration, development and production, mainly in Africa. He joined the Company
in 1996 from Cluff where he was Group Technical Director. His previous
experience includes senior positions with Exxon Minerals Company and Anglo
American Corporation. He holds an MSc degree from the Royal School of Mines and
an MBA degree from the Strathclyde Business School. He is also a Fellow of the
Institute of Mining & Metallurgy.
Ibrahima Danso (age 46). Mr Danso is Managing Director of Kimin Project
in the Democratic Republic of Congo. He was previously the Director-General of
Societe Ashanti Goldfields de Guinee (Siguiri). He joined the Company
in early 1997, having previously served in the Cabinet of the Prime Minister of
Guinea, as Technical Adviser. He has had previous experience in the
telecommunications and oil industries as Corporate Planner and Financial
Controller. He holds a BSc (Electrical Engineering) degree from the National
Institute of Telecommunications in Paris, an MBA from the University of Michigan
(USA) and a PhD in Finance from Ecole des Hautes Etudes Commerciales in Paris.
Alex Darko (age 49). Mr. Darko is Managing Director of Group
Information & Telecommunications. He joined the Company in November 1996 from
Dun & Bradstreet, the business information group, where he held a number of
finance positions including Director, European Accounting and Re-engineering. He
holds an MSc degree in Management Information Systems and is a Fellow of the UK
Association of Chartered and Certified Accountants.
Alan D Dods (age 40). Mr. Dods is Managing Director of the Obuasi and
Ayanfuri mines, having previously served as Managing Director of Ashanti
Goldfields (Zimbabwe) Limited. He has
77
extensive experience having attained a senior managerial position in Gencor
Gold Division. He has worked on both the operation of large underground mines
and large mining projects in South Africa. He holds a BEng (Mining Engineering)
degree, an MBA degree from the University of Cape Town, and a South African Mine
Manager's Certificate of Competency.
Edward Dwomoh-Appiah (age 50). Mr. Dwomoh-Appiah is Group Manager,
Properties. He joined the Company in 1992 as Estates Manager, having previously
held various positions as Head of Estates Department and Valuer at Ghana
National Trading Corporation, Social Security Bank and State Insurance
Corporation, all in Ghana. He holds a BSc degree in Land Economy from the Kwame
Nkrumah University of Science & Technology, Kumasi, and is a fellow of the Ghana
Institution of Surveyors.
Adrian V B de Freitas (age 49). Mr. de Freitas joined the Company in
1989. He is the Group Mining Advisor, having previously served as Technical
Services Manager at Obuasi, and in various key positions within the Business
Development and Strategic Planning Division of the Company. He has extensive
operational technical experience in the field of hard rock mining and evaluation
of mining companies and projects gained at Ashanti and on the Zambian Copperbelt
where he worked prior to joining Ashanti. He holds a BSc degree in Mining
Engineering from the Royal School of Mines and is a Chartered Engineer and
member of the Institute of Mining and Metallurgy.
Elvis Harlley (age 40). Mr. Harlley is Group Manager, Internal Audit.
He joined the Company in 1991 as Audit Manager and was appointed to his present
position in 1996 having previously served as Operations Review Manager, prior to
which he had been employed by Deloitte & Touche. He holds a BSc degree in
Business Administration and an MBA from Syracuse University, USA. He is also a
member of the Institute of Chartered Accountants, Ghana.
Brent Horochuk (age 41). Mr. Horochuk is the Managing Director of
Bibiani having previously been Managing Director of Iduapriem/Teberebie
operations. He joined the Company in March 1995 and has held various mining
positions in Obuasi and Zimbabwe and until Ashanti's acquisition of the
Teberebie Mine in 2000, he was General Manager for the Iduapriem Mine. He holds
a BSc in Mining Engineering and a Tech Diploma in Mining Engineering.
Augustine Kwabena Kessie (age 52). Mr. Kessie is the Financial
Controller, Obuasi mine. He joined the Company in October 1984, having
previously worked in the United Kingdom for Providence Life Capital and Gulf
Western Companies. He has served in various key roles within the accounts
department of the Company including Cost Accountant, Cost Controller and
Management Accountant. He is a Fellow of the Chartered Institute of Management
Accountants.
Kwabena Koosono-Ampem (age 46), Mr. Koosono-Ampem is the Finance
Manager for the Siguiri mine. He joined Ashanti in October 1993, from the Social
Security Bank Limited as an internal auditor. Prior to his current position, he
served as Internal Auditor at the Obuasi Mine and later in other senior
accounting roles including Finance Manager, Bibiani mine. He is a graduate of
the University of Ghana, Legon with a Bachelor of Science degree in
Administration (Accounting Option). He is also a member of the Institute of
Chartered Accountants, Ghana.
Elaine Kwami (age 49). Ms. Kwami, General Manager of Human Resources,
joined the Company in 1989. Prior to her present appointment, she served as
Senior Manager, Administration and Public Relations Manager in the Company,
having previously worked at Unilever (Gh) Limited as head of the Public
Relations and Personnel Departments. She holds a diploma in Journalism and
Public Relations and is a member of the Ghana Institute of Management and Public
Relations Association of Ghana.
Abel Ntini (age 44). Mr. Ntini is the Managing Director of Ashanti
Goldfields (Zimbabwe) Limited. He joined the Company in 1998. He was previously
Vermiculite Operations Manager with Palabora Mining Company based in South
Africa. He has a degree in Mining Engineering from the Imperial College of
Science and Technology in London.
Samuel Oti-Atakora (aged 51), is the General Manager, Processing Plants
at Obuasi mine. He joined the Company in 1976 as Technical Metallurgical
Assistant at the PTP, Obuasi and was promoted to Senior Research Metallurgist in
1983 and subsequently to Chief Metallurgist in 1989.
78
In this position, he co-ordinated the selection and design of the STP at Obuasi,
the world's biggest bacteria plant currently in operation. In 1992 he was
promoted to Mill Manager for OTP at Obuasi and was redesignated as Metallurgical
Services Manager when oxides depleted. Prior to his current appointment he was
the Metallurgical Manager for STP Biox'r' Plant. He holds a B.Sc (Hons) degree
in Chemical Engineering from KNUST, Kumasi and M.Sc Mineral Process Design,
Imperial College of London.
Augustine Oti-Brako (age 48). Mr. Oti-Brako is General Manager, Mining
in Obuasi. He joined the Company in 1991 as Technical Assistant (Engineering)
and rose to the position of Senior Manager - Underground. He holds a Bachelor's
degree in Mining Engineering from Leeds University and an MSc degree in Rock
Mechanics from Newcastle University, UK.
Daniel Monney Akwafo Owiredu (age 44). Mr. Owiredu is the Managing
Director of Societe Ashanti Goldfields de Guinee. He was previously Managing
Director of the Bibiani mine which he managed as a project to its commissioning.
He has had 17 years of service with Ashanti and was appointed to his present
position in 2002. He had earlier served as Chief Engineer for underground mining
operations in Obuasi, and was instrumental in the setting up of the Company's
BIOX'r' plant from inception to commissioning. He holds a BSc degree in
Mechanical Engineering from the Kwame Nkrumah University of Science &
Technology, Kumasi and an MBA degree from Strathclyde Business School in
Scotland, UK.
George Potter (age 45). Mr. Potter is the Managing Director, Group
Metallurgy. He joined the Company in 1994 as Metallurgical Superintendent at the
PTP, Obuasi. He has acted as Mill Manager on all three major Metallurgical
Plants at Obuasi and has also served as Manager, Metallurgical Services. Prior
to his current appointment, he was General Manager, Processing, at Obuasi, and
has had previous experience with RTZ in Zimbabwe and Rand Mines of South Africa.
He holds a Diploma in Mineral Processing & Extractive Metallurgy and is a member
of the Institute of Mining & Metallurgy.
David Renner (age 37) joined the Company in 1991. Mr. Renner is
Managing Director of Iduapriem/Teberebie. He was previously Senior Manager,
Group Strategic Planning, prior to that he was the Project Manager for the Geita
project in Tanzania, after serving as Section Geotechnical Engineer at both the
surface and underground operations of the Obuasi mine and as Special Assistant
to the Chief Executive. He holds a BSc (Hons) degree in Civil Engineering from
the Kwame Nkrumah University of Science & Technology, Kumasi, and MSc in
Geotechnical Engineering from the University of Newcastle-upon-Tyne (UK) and an
MBA from the University of the Witwatersrand. He is a Member of the Institute of
Soil & Rock Mechanics (ISRM) and an Associate of the Ghana Institution of
Engineers (GhIE).
Jacob Yakubu Timbilla (age 52). Mr. Timbilla is General Manager,
Projects, at Obuasi. He joined the Company in 1973 and was appointed to his
present position in 1998. He has had extensive mining experience covering all
sections and operations of the underground mine at Obuasi. Between 1985 and
1994, he served as a member of the Board of Directors of the Company. He holds a
BSc (Hons) Mining Engineering degree from Camborne School of Mines in the UK.
Gary Townsend (age 45). Mr. Townsend is Group Financial Controller. He
joined the Company in 1996 and was previously Group Chief Accountant of Unigate
Plc. He is a Fellow of the Institute of Chartered Accountants of England and
Wales and a member of the Institute of Taxation (UK).
Ken Tshribi (age 42). Mr. Tshribi is General Manager, Legal. He joined
the Company from CAL Merchant Bank in 1996. He holds an LLB (Hons) degree from
the University of Ghana and is a Member of the Ghana Bar Association. He has
also been involved in the teaching of law.
B. Compensation
In fiscal year 2001, the aggregate amount of compensation comprising
remuneration and benefits in kind paid by the Company to all of its directors
and officers was approximately US$2.5 million. This does not include the
remuneration of Mr. S E Jonah which is included in the technical services fee
paid to Lonmin Plc. See Item 7B "Major Shareholders and Related Party
79
Transactions". In the financial year ended December 31, 2001, the Company paid
US$0.7 million to Lonmin Plc for such technical services including the services
of Mr. S E Jonah.
Individual service agreements exist between the Company and Mr. T S
Schultz, Mr. S Venkatakrishnan, Mrs. M Botsio-Phillips and Mrs. E D Ofori Atta
at respective annual salaries of 'L'230,000 up to December 31, 2002, of
'L'220,000, US$125,000 (payable in Cedis) and US$110,000 (payable in Cedis),
all subject to annual review. The service contracts of Mr. S Venkatakrishnan and
Mrs. M Botsio-Phillips will expire on December 31, 2004. Following the approval
of the shareholders at the Annual General Meeting on May 28, 2002, Mr. T S
Schultz will serve an additional year as Chief Operating Officer until December
31, 2002 on a salary of US$360,000 for that year. Mrs Ofori Atta's contract runs
until December 31, 2003, when she will take normal retirement. These agreements
may be extended by the Company from January 1 each year for a further period of
one year to expire three years thereafter or be terminated, subject to two
years' notice. The executive directors are also entitled to receive a bonus of
such amoun as the Board may determine, an annual gratuity in lieu of a pension
in the amount of 20% of their basic annual salary, private medical expenses,
insurance, emergency evacuation insurance, a company car and accommodation for
them and their families. Mr. T S Schultz and Mr. S Venkatakrishnan are also
entitled to receive the costs of education of their children until they reach
the age of 21 years.
Ashanti entered into appointment letters with each of Dr. Martineau and
Dr. Crocker with effect from February 22, 2000, and with Mr. Gibian and The Rt.
Hon. The Baroness Chalker of Wallasey P.C. with effect from March 24, 2000,
respectively and Mr. Morrell with effect from February 28, 1997 (renewed on May
31, 2000). Ashanti also entered into similar appointment letters with Mr.
Beckett with effect from March 5, 1994 (renewed with effect from April 25,
2001). Each Director's contract is for a period of approximately three years
(subject at all times to the retirement by rotation provisions as set out in the
Regulations) and renewable on the same terms.
Ashanti, acting through the Board, entered into appointment letters
with Mr. Anin and Mr. Haslam with effect from July 27, 2001 and March 8, 2002,
respectively. Each of these two service agreements was approved at the Annual
General Meeting held on May 28, 2002.
Save for Mr Beckett, the Chairman of the Board, who is entitled to a
retainer of US$75,000 per annum (prior to June 1, 2002 he was entitled to a
retainer of US$40,000 per annum), each non-executive Director is entitled to a
retainer of US$30,000 per annum and a Board committee Chairman is entitled to an
additional US$5,000 per annum. Each non-executive Director is also entitled to
an attendance fee of US$1,000 for each Board meeting attended in person and, if
the meeting is attended in person outside their country of domicile, then that
Director is also entitled to a travel fee of US$1,500. Each non-executive
Director is also entitled to be reimbursed all reasonable expenses incurred on
Ashanti's business and in attending Board meetings.
Incentive Schemes
The Company operates a number of incentive schemes, details of which
are summarised below.
The AGC Senior Management Share Option Scheme
Since flotation in 1994, the Company has operated the AGC Senior
Management Share Option Scheme (the "Option Scheme"). This was re-adopted at the
Company's Annual General Meeting (with modifications) on April 25, 2001.
The price per Share at which Options may be exercised is the average of
the closing middle market quotations for the Shares on the London Stock Exchange
on the five dealing days immediately preceding the date of grant of the Option.
The exercise price will be denominated in US dollars. However, the price may, at
the election of participants, be payable on exercise in cedis (translated from
US dollars at the average of the closing buying and selling spot rates ruling
two days before exercise of the Option).
Options will normally be exercisable at any time between the third and
tenth anniversaries of the date of grant. Special provisions apply if the
participant's employment terminates by reason of
80
death, disability, retirement or redundancy, other reasons at the Committee's
discretion, or in the case of an expatriate employee on expiry without renewal
of his fixed-term contract of employment, or in the event of a person becoming a
"majority shareholder controller", or on a reconstruction or liquidation of the
Company. Otherwise, the right to exercise an Option will generally be forfeited
shortly after a participant leaves employment. Options have previously been
granted subject to performance conditions. However, as one of the primary
objectives of the option scheme is to help the Company retain key personnel,
future Options will be granted with effect from April 25, 2001 (the date of
approval of the revised rules) without performance conditions.
The number of Shares which may be issued or become issuable pursuant to
Options granted on any date, when added to the number of Shares issued and
remaining issuable in respect of outstanding option rights conferred in the
previous 10 years under the Option Scheme and any other share schemes operated
by the Company, may not exceed 10% of the number of Shares in issue immediately
before that date.
No option may be granted after April 25, 2011.
As at December 31, 2000, of the options granted to directors and staff
8,296,772 shares remained outstanding. As part of the review of the Company's
remuneration arrangements conducted prior to the Annual General Meeting on April
25, 2001, option holders were invited to cancel all outstanding Options
voluntarily. The proposal was made on the basis that for every 10 shares
currently under Option a new Option would be granted over three shares.
In the case of executive directors and certain members of the Company's
senior management, their outstanding "underwater" Options were required to be
surrendered in order to receive any further awards under the Company's long-term
incentive plans.
Options over 5,364,485 shares in respect of other Senior Management and
over 508,050 shares in respect of executive directors were cancelled in
accordance with the invitation.
Following the cancellation and re-grant of Options described above, on
May 3, 2001, the total number of ordinary shares over which executive directors
and senior management now hold options as at December 31, 2001 analyzed as
follows:
Replacement Annual
Options Options Options Exercise
Director Cancelled Granted Granted Price US$ Total
-----------------------------------------------------------------------------
S E Jonah 290,000 87,000 173,664 2.29 260,664
T S Schultz 128,050 38,415 55,229 2.29 93,644
E D Ofori Atta 45,000 13,500 16,509 2.29 30,009
M Botsio-Phillips 45,000 13,500 18,760 2.29 32,260
S Venkatakrishnan 52,828 2.29 52,828
S Venkatakrishnan 2.55 50,000*
Others
Other Senior
Management I 1.66 40,000*
Other Senior
Management II 5,364,485 1,609,345 663,100 2.29 2,272,445
-----------------------------------------------------------------------------
*S Venkatakrishnan and one other executive retained their options, granted to
them over 50,000 shares and 40,000 shares at US$2.55 and US$1.66 respectively,
given that the exercise prices were in line with the Company's share price at
the time of the option exchange described above.
All Options granted on May 3, 2001 were granted with exercise prices of
US$2.29. They ordinarily become exercisable on May 3, 2004 and lapse on May 2,
2011.
Bonus Co-Investment Plan and Restricted Share Scheme
Under the Bonus Co-Investment Plan, executive directors and key
employees are invited to invest a percentage of their annual remuneration in
Ashanti ordinary shares ("Ashanti shares"). These are designated "Invested
Shares" for the purposes of the Plan. Participants are then granted
81
without further payment rights to receive additional shares referable to the
number of shares which they have purchased as Invested Shares. These additional
shares are designated "Matching Shares" for the purposes of the Plan. Normally,
so long as the participant does not sell the Invested Shares within a two-year
period following their purchase, the Matching Shares will normally be released
to the employee in equal installments on the first and second anniversaries of
the award. Rights to receive Matching Shares will normally lapse if the
participant leaves the Company or sells the Invested Shares within two years of
the purchase of the Invested Shares.
Under the Performance Share Plan, also called Restricted Share Scheme,
executive directors and key employees receive free Ashanti shares, if Ashanti
achieves certain performance conditions within a three-year period. Shares
acquired by the Trustee will be conditionally awarded to employees nominated by
the Company, and transferred to employees following the employee's completion of
three years' service from the date of the award provided certain performance
targets are met. Special provisions apply if the participant's employment
terminates by reason of death, disability, retirement or redundancy or other
reasons in the Committee discretion or (in the case of an expatriate employee)
on expiry without renewal of his fixed-term contract of employment, or on a
person becoming a "majority shareholder controller" or on a reconstruction or
liquidation of the Company.
82
On May 3, 2001, 377,280 ordinary shares were awarded under the
Restricted Share Scheme for which new Ashanti ordinary shares were issued, out
of this, 91,680 shares were awarded to Directors. This remained unchanged as at
December 31, 2001.
Shares in category `A' were acquired from the market while in respect
of category `B', new shares were issued in line with the modified rules as
approved at the Annual General Meeting of April 25, 2001.
The full number of shares to which a participant is entitled would only
be received if Ashanti meets challenging internal and/or external goals. Right
to receive shares will normally lapse if the participant leaves the Company
within three years of the grant of the award.
The Bonus Co-Investment Plan uses Ashanti shares which have already
been issued and these are purchased by an employee trust, which is funded by
Ashanti on terms agreed by the Board.
As at June 28, 2002 the following awards have been made to the
directors under the Company's Bonus Co-Investment Plan and Performance Share
Plan since their introduction:
Shares awarded Shares awarded under the
under the Bonus Performance Share Plan
Name Co-Investment Plan Category `A' Category `B'
----------------------------------------------------------------------
S E Jonah 14,388 9,000 --
M Botsio-Phillips -- 6,000 12,000
E D Ofori Atta -- 6,000 10,560
T S Schultz 7,697 6,000 35,328
S Venkatakrishnan -- 3,000 33,792
----------------------------------------------------------------------
Total 22,085 30,000 91,680
======================================================================
Awards made under both the Bonus Co-Investment Plan and the Performance
Share Plan will be allowed by run their course, but it is currently intended
that no further awards will be made under them.
Long-Term Performance Plan
Shareholders approved at the AGM on April 25, 2001 a long-term
incentive plan under which only the most senior executives will be eligible.
Each award will have a three year performance period, and payment will generally
be conditional on the executive remaining with the Company for the duration of
that period. The maximum amount receivable will normally be 100% of annual basic
salary at the award date. At the end of the three year period, performance will
be assessed and payments will be made according to the level of the Company's
performance measured against performance targets set when the award was made. No
awards have yet been made.
Changes in Share Awards and Directors' Beneficial Interests
Between January 1, 2002 and September 18, 2002 the following changes
have taken place under the various share incentive plans:
Bonus Co-Investment Plan and Restricted Share Plan
A total of 74,282 shares including 44,170 awarded to two Executive
Directors, comprised in awards made in 1999 and 2000 under the Bonus
Co-Investment Plan were transferred to participants on August 20, 2002. With the
transfer of these shares to participants there are currently no shares remaining
under the Bonus Co-Investment Plan. It is intended that no further awards will
be made under the Plan.
An aggregate of 12,000 shares awarded to Executive Directors in 1999
under the Restricted Share Plan were lapsed in August 2002 following
non-achievement of set performance conditions.
Under the Restricted Share Plan, Executive Directors were awarded an
aggregate of 129,871 on August 22, 2002. Awards to Executive Directors under the
plan to-date is 239,551.
83
Previous Awards Remaining Cumulative
Name of Executive Director New Awards Category `A' Category `B' Total Awards
-------------------------------------------------------------------------------------
S E Jonah 64,040 6,000 -- 70,040
T S Schultz 24,940 3,000 35,328 63,268
E D Ofori Atta 8,000 3,000 10,560 21,560
M Botsio-Phillips 9,036 3,000 12,000 24,036
S Venkatakrishnan 23,855 3,000 33,792 60,647
-------------------------------------------------------------------------------------
Total 129,871 18,000 91,680 239,551
=====================================================================================
The total number of shares awarded to qualifying employees under the
Restricted Share Plan on August 22, 2002, including Executive Directors, was
305,071.
Directors' Beneficial Interests
The transfer of shares under the Bonus Co-Investment Plan has resulted
in an increase in beneficial interests of Messrs S E Jonah and T S Schultz, the
Executive Directors who participated in the plan. Details of the beneficial
interests of these directors are as detailed below.
Dr CA Crocker, also a Director, sold 5,000 shares in the Company on
August 21, 2002 resulting in a nil balance of his beneficial interest in the
Company.
Previous Beneficial Total Beneficial
Interest as at Additions/ Interest as at
Name of Director February 28, 2002 (Disposals) September 18, 2002
-------------------------------------------------------------------------
S E Jonah 45,302 14,388 59,690
T S Schultz 23,548 7,697 31,245
Dr C A Crocker 5,000 (5,000) --
-------------------------------------------------------------------------
As at September 18, 2002 beneficial interests of the other Directors
remained unchanged.
AGC Senior Management Share Option Scheme
On August 22, 2002 Executive Directors were granted options over an
aggregate of 182,560 Ordinary Shares of the Company at an exercise price of
US$4.88 per share. The total number of Shares over which options were granted on
August 22, 2002 to all qualifying employees, including Executive Directors, was
606,560.
Following the grant, Executive Directors now hold options over 701,965
Shares of the Company as detailed below:
New Options Previous Options Cumulative Total
Name of Executive Director Granted Held Options
------------------------------------------------------------------------------
S E Jonah 79,700 260,664 340,364
T S Schultz 39,000 93,644 132,644
E D Ofori Atta 12,430 30,009 42,439
M Botsio-Phillips 14,130 32,260 46,390
S Venkatakrishnan 37,300 102,828 140,128
------------------------------------------------------------------------------
Total 182,560 519,405 701,965
==============================================================================
As at September 18, 2002 the total number of shares over which options
have been granted was 3,438,410.
84
C. Board Practices
Audit and Finance Committee
The Audit and Finance Committee reviews and reports to the Board on the
compliance, integrity and major judgmental aspects of the Company's published
financial statements, the scope and quality of the internal and external audit
and the adequacy of the Company's internal controls.
Management Development and Remuneration Committee
The Management Development and Remuneration Committee is responsible
for the appointment of directors and determination of the level and structure of
executive directors' remuneration, and the review of their performance and
service agreements. It then makes recommendations to the Board on these matters
in accordance with its terms of reference and reviews and approves succession
programs with respect to top management.
Risk Management Committee
The Risk Management Committee reviews and monitors execution of risk
management policies of the Company with particular focus on financial risks,
including hedging, and where necessary makes recommendations to the Board.
Corporate Governance Committee
The Corporate Governance Committee is responsible for the monitoring of
the general conduct of directors in line with best practice and screens
individuals proposed for appointment to the Board. It is also responsible for
the non-financial aspects of the Company's safety, health and environmental
issues and makes recommendations, as appropriate, to the Board.
D. Employees
Details of the number of employees by activity are set out in note 7 to
the financial statements. Most of the Company's employees belong to unions. In
Ghana, the terms of employment and remuneration for junior staff are determined
by collective bargaining agreements ("Collective Agreements"), entered into
between the Company and the Ghana Mine Workers' Union. The Collective Agreements
have a term of three years and levels of pay are negotiated annually.
E. Share Ownership
No individual listed under Item 6B owns as much as 1% of the ordinary
shares.
Item 7. Major Shareholders and Related Party Transactions
A. Major Shareholders
Lonmin currently owns 28.4% of the outstanding Ashanti Shares and the
Government of Ghana currently owns 17.4% of the outstanding Ashanti Shares and
the Golden Share. The Golden Share is more fully described in Item 10B -
Regulations of the Company. This does not take into account any Ashanti Shares
which Lonmin or the Government of Ghana may acquire pursuant to the MENs, the
Call Option or the Put Option. See Item 5 - Operating and Financial Review and
Prospects - Liquidity and Capital Resources. Lonmin is a holding company which
is involved, through its subsidiaries and associated companies, in the mining
and refining of minerals and metals. Lonmin is listed on the London Stock
Exchange and the Johannesburg Stock Exchange.
Lonmin pursuant to a Replacement Technical Services Agreement provides
the services of Mr. S E Jonah, the Chief Executive and Group Managing Director
of the Company. Mr. S E Jonah is also a director of Lonmin. In addition, Mr. G E
Haslam, the Chief Executive of Lonmin is also a director of the Company.
As far as is known to the Company, as of July 12, 2002, no individual
shareholder other than the Government of Ghana and Lonmin, whose interests are
described above, owns directly more than 10% of the shares. The directors and
officers of the Company as a group (41 persons) own an aggregate of less than 1%
of the Company's outstanding Shares. Based on the statutory records of the
Company and the information provided by the Registrar for the GDRs, the
following persons hold (as at July 12, 2002), 5% or more of the issued share
capital of the Company:
85
Approximate
percentage of
Shareholder Shareholding* Type of ownership share capital
--------------------------------------------------------------------------------------
Lonmin Plc. 36,000,000 Legal and beneficial 28.4
Government of Ghana 21,978,104 Legal and beneficial 17.4
Prudential PLC 8,855,026 Beneficial 7.0
Genesis Asset Managers Limited 7,906,375 Beneficial 6.2
*The shareholdings of Lonmin and the Government of Ghana do not take into
account any Ashanti Shares which Lonmin or the Goverment of Ghana may acquire as
a result of the MENs, the Call Option or the Put Option. (See Item 5 - Operating
and Financial Review and Prospects - Liquidity and Capital Resources.)
B. Related Party Transactions
The Company entered into a Replacement Technical Services Agreement in
March 1994 with its largest shareholder, Lonmin (then Lonrho Plc). This
agreement was amended by letter agreements dated December 1, 1995, July 30, 1998
and June 17, 1999. Under the Technical Services Agreement, Lonmin is required to
provide the services of Mr. S E Jonah to the Company as its managing director
and/or chief executive.
If Mr. Jonah ceases to serve as managing director and/or chief
executive for any reason, Lonmin has the non-exclusive right to nominate a
person to fill any vacancy in the office of managing director and/or chief
executive subject to the approval of the Board of Directors. Lonmin's right of
nomination shall not apply at any time when Lonmin's holding of Ashanti Shares
is less than 25%. If a person so nominated is appointed and is an employee of
the Lonmin group, Lonmin will continue to receive remuneration for providing his
services under the provisions of the agreement as described below.
As remuneration for all such services, the Company will pay Lonmin a
quarterly fee equal to Lonmin's costs of providing such services, including the
managing director and/or chief executive's salary and other benefits. In 2001,
Ashanti paid Lonmin US$700,000 pursuant to this agreement. In the event that the
managing director and/or chief executive of the Company ceases to be a Lonmin
employee, the fee shall be payable in arrears.
The agreement continues indefinitely and may not be terminated or
amended by either party thereto except in the case of an unremedied breach or by
consent. In the event that Mr. Jonah is removed by Shareholders as the Company's
chief executive and/or managing director, Ashanti has agreed to reimburse Lonmin
in respect of any payments it may make to Mr. Jonah pursuant to his employment
contract up to an amount equal to two years' salary and benefits plus an amount
equal to 50% of Lonmin's commitment to fund Mr. Jonah's pension arrangements.
Another major shareholder is the Government of Ghana. The Company pays
royalties, corporate and other taxes and utility charges in the normal course of
business to the Government and associated authorities. Amounts paid during 2001
totalled approximately US$51 million. Of this amount, approximately US$8.2
million was attributable to royalties and the remainder to corporate and other
taxes and utility charges. The Ministry of Mines of the Government of Ghana is
also the Licensor of the Company's mines in Ghana. These arrangements are
described under Item 4B "Information on the Company - Business Overview -
Regulation and Leases".
Subsequent Events
On June 28, 2002 Lonmin subscribed for US$75,000,000 of MENs pursuant
to the Lonmin MENs Subscription Agreement and the Government of Ghana MENs
Subscription Agreement. (See Item 10 -"Additional Information - Material
Contracts".) The Government of Ghana has a Call Option in respect of
US$28,430,695 of the MENs.
C. Interests of Experts and Counsel
Not applicable.
86
Item 8. Financial Information
A. Consolidated Statements and Other Financial Information
See Item 18 - "Financial Statements".
Legal Proceedings
The Company is party to various pending legal proceedings arising in
the ordinary course of business.
The Company, Sam Jonah, and Mark Keatley (the Company's former Chief
Financial Officer) have been named as defendants in a consolidated class action
under the United States federal securities laws in the United States District
Court for the Eastern District of New York alleging non-disclosures and
misstatements concerning Ashanti's hedging position and program. The plaintiffs
contend that the Company and individual defendants' actions violated Sections
10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5
promulgated under that Act. Two of the proposed class actions that were
consolidated purported to be brought on behalf of investors who purchased the
Company's stock during the period July 28, 1999 through October 5, 1999 (the
"1999 Class Period"), while the third purported to be brought on behalf of
investors who purchased the Company's stock during the period April 21, 1997
through October 5, 1999 (the "1997-1999 Class Period"). The plaintiffs seek
unspecified damages, attorneys' and experts' fees and other relief.
The three actions were consolidated for all purposes by the Court and
the court appointed lead plaintiffs and lead counsel under the US Private
Securities Litigation Reform Act of 1995. A consolidated amended class action
complaint was filed on October 27, 2000. Pursuant to a Stipulation and Order
signed by the Court, the claims in the 1997-1999 Class Period have been stayed.
The Company is vigorously defending the claims and moved to dismiss the
consolidated amended class action complaint; in a decision dated February 13,
2002, the Court granted in part and denied in part that motion. Following that
decision, the plaintiffs filed a second consolidated amended class action
complaint, which the Company answered and discovery has recently commenced.
Although the Company cannot make any assurances regarding the ultimate outcome
of the litigation, it believes that the outcome will have no material adverse
affect on Ashanti's financial position.
A number of expatriate employees instituted an action against Kilo-Moto
Mining Company ("Kimin"), a Democratic Republic of Congo ("DRC") (formerly
Zaire) subsidiary of Ashanti and Ashanti in the Brussels Labor Court for arrears
of salary, severance payments and payment in lieu of holiday. On November 16,
1999, the Brussels Labor Court upheld the claims of four of the ex-employees
against Kimin for arrears of salary incurred up to October 1, 1997. The Brussels
Labor Court also held that Ashanti was jointly and severally held liable with
Kimin for the claimants' salaries and severance payments as from October 1,
1997. Kimin and Ashanti appealed against the judgment. In October 2000, the
plaintiffs unsuccessfully instituted proceedings in Kinshasa, DRC to enforce the
provisional judgment against Kimin in the DRC. The Brussels Labor Court of
Appeal issued its judgment on March 13, 2002. The Court awarded a total sum of
1,501,870.34 euros (approximately US$1.35 million) plus 7% interest, in favor of
the affected ex-employees as against the total amount claimed by them of US$2.2
million plus interest. Ashanti's liability for a further claim for payment in
lieu of holiday was to be decided later this year. On July 17, 2002 all parties
to the dispute reached a full and final settlement of all claims in this regard.
In July 2001, the Serious Fraud Office in Ghana, which had instituted
investigations into alleged financial improprieties at Ashanti's Obuasi mine,
issued a report which cleared Ashanti and its management of any wrongdoing.
With regard to the arbitration proceedings at the International Court
of Arbitration of the International Chamber of Commerce between Pangea
Goldfields Inc. and the Company, the parties have agreed an amicable settlement
of the dispute that would obviate any further arbitral proceedings and which
would not have any material adverse effect on the Company's financial position.
Dividend Policy
The Company is not paying a dividend for 2001 (2000: Nil) due to its
financial position and the negative balance in reserves.
87
Item 9. Offer and Listing
A4. Price History of Stock
The table below sets forth for the quarters indicated, the reported
high and low sales price for the Company's shares on the Ghana Stock Exchange.
Translated into Average Daily
Cedis Per Share US Dollars Trading Volume
High Low High Low (number of shares)
------------------------------------------------------------------------------------------------------------
Financial Year
1997
January 1 - March 31, 1997 22,500 20,510 11.89 10.84 234
April 1 - June 30, 1997 22,050 21,300 11.30 10.88 185
July 1 - September 30, 1997 22,050 19,900 10.08 9.10 418
October 1 - December 31, 1997 21,100 15,400 9.40 6.85 348
1998
January 1 - March 31, 1998 17,000 16,500 7.42 7.20 564
April 1 - June 30, 1998 18,000 18,000 7.80 7.80 70
July 1 - September 30, 1998 18,000 15,300 7.74 6.58 65
October 1 - December 31, 1998 18,000 16,500 7.73 7.03 150
1999
January 1 - March 31, 1999 19,000 18,000 7.45 7.86 57
April 1 - June 30, 1999 18,700 18,700 7.39 7.39 49
July 1 - September 30, 1999 18,700 18,700 7.00 7.00 --
October 1 - December 31, 1999 18,700 18,700 5.34 5.34 40
2000
January 1 - March 31, 2000 18,700 18,700 4.57 4.57 57
April 1 - June 30, 2000 18,700 18,600 3.46 3.44 6
July 1 - September 30, 2000 18,600 18,600 2.85 2.85 --
October 1 - December 31, 2000 18,600 18,600 2.76 2.69 --
2001
January 1 - March 31, 2001 18,600 18,500 2.67 2.60 2
April 1 - June 30, 2001 18,600 18,500 2.57 2.56 --
July 1 - September 30, 2001 18,800 18,500 2.60 2.57 2,805
October 1 - December 31, 2001 18,800 18,500 2.61 2.57 1,772
2002
January, 2002 18,800 18,800 2.55 2.53 85
February, 2002 18,800 18,800 2.54 2.54 --
March, 2002 18,800 18,800 2.50 2.50 --
April, 2002 18,800 18,800 2.46 2.46 --
May, 2002 18,800 18,800 2.40 2.40 50
June, 2002 18,800 18,800 2.40 2.40 17
July, 2002 18,801 18,800 2.23 2.23 35
August, 2002 18,801 18,801 2.23 2.23 --
------------------------------------------------------------------------------------------------------------
NOTES:
1. The Ordinary Shares were listed in Ghana and London in April, 1994. The
Ordinary Shares and Global Depositary Receipts ("GDRs") were listed in
Australia, New York, Toronto and Zimbabwe in 1996. The Company delisted
from Toronto and Australia in 2002.
2. The cedi prices have been translated into US dollars using the average of
the buy and sell rates of the Bank of Ghana on the date of each such high
and low amount.
88
The Ashanti Shares are traded on the New York Stock Exchange ("NYSE")
in the form of Global Depository Securities ("GDS"), which are evidenced by
GDRs. Each Ashanti GDS represents one Ashanti Share. The table below sets forth,
for the periods indicated, the reported high and low trading prices for the
Ashanti GDSs on the NYSE.
Per Ashanti GDS Average Daily
High Low Trading Volume
Year US$ US$ (number of shares)
----------------------------------------------------------------------------------------
1997
January 1 - March 31, 1997 15.62 11.87 134,738
April 1 - June 30, 1997 15.25 12.69 114,648
July 1 - September 30, 1997 13.63 11.69 81,733
October 1 - December 31, 1997 11.44 9.50 131,061
1998
January 1 - March 31, 1998 10.00 6.68 120,164
April 1 - June 30, 1998 11.00 7.13 122,166
July 1 - September 30, 1998 9.03 5.03 187,466
October 1 - December 31, 1998 12.00 7.05 164,892
1999
January 1 - March 31, 1999 10.69 7.69 165,249
April 1 - June 30, 1999 9.69 6.69 192,506
July 1 - September 30, 1999 10.13 5.63 186,139
October 1 - December 31, 1999 9.38 2.44 380,128
2000
January 1 - March 31, 2000 3.75 1.63 183,578
April 1 - June 30, 2000 2.56 1.38 71,668
July 1 - September 30, 2000 3.06 1.50 74,890
October 1 - December 31, 2000 2.77 1.56 67,648
2001
January 1 - March 31, 2001 3.05 1.88 45,664
April 1 - June 30, 2001 3.31 1.93 108,537
July 1 - September 30, 2001 4.18 2.99 111,781
October 1 - December 31, 2001 4.25 3.10 49,642
2002
January, 2002 4.10 3.52 123,300
February, 2002 5.02 4.10 267,042
March, 2002 5.45 4.43 198,345
April, 2002 5.37 4.74 183,714
May, 2002 6.45 4.90 337,995
June, 2002 6.39 4.90 240,215
July, 2002 6.30 3.28 248,455
August, 2002 5.34 3.95 209,473
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C. Markets
The Company's ordinary shares are listed on the following international
stock exchanges and trade under the symbols shown:
Ghana AGC
London AGLS
New York ASL (CUSIP043743202)
Zimbabwe --
Ashanti delisted from the Australian Stock Exchange with effect from
July 1, 2002 following the new Listing Rules introduced by that exchange.
89
The Company's shares are also traded on the London Stock Exchange
("LSE') and the NYSE by way of a sponsored Global Depositary Receipt GDR
facility with the Bank of New York as depositary. The ratio of Ashanti GDRs to
Ashanti Shares is 1:1.
On the Zimbabwe Stock Exchange ("ZSE"), the Company's Shares are also
traded by way of a sponsored Zimbabwe Depository Receipt ("ZDR") facility. The
ratio of ZDRs to Ashanti Shares is 100:1.
Item 10. Additional Information
B. Regulations of the Company
The Regulations of the Company are registered with the Registrar of
Companies in Ghana, registration No. 7094. A copy of the Regulations was filed
with Ashanti's initial registration in 1994.
Authorized Business
The Company is authorized to carry out the following business:
(a) to act as the holding and co-ordinating company of the group of companies
of which the Company is for the time being the holding company;
(b) to take over with effect from October 1, 1972 the assets, business, objects
and functions in Ghana formerly carried on by the Ashanti Goldfields
Corporation Limited pursuant to the Mining Operations (Government
Participation) Decree, 1972 (N.R.C.D. 132);
(c) to purchase, take concession of, lease, or otherwise acquire any mines,
mining rights, and metalliferous land and any interest therein and to
explore, work, exercise, develop and turn the same to account;
(d) to acquire quarries and mineral lands, timber and forestry estates and
property and land of every description developed or intended to be
developed for the production of raw materials, crops, animal products or
agricultural products anywhere throughout the whole world and any interest
or concession therein and to explore, work, exercise, develop and turn the
same to account;
(e) to crush, win, get, quarry, smelt, calcine, refine, dress, amalgamate,
manipulate and prepare for market ore, metal and mineral substances of all
kinds;
(f) to carry on in any part of the world all or any of the businesses of
financiers, capitalists, concessionaires, commercial agents, mortgage and
bullion brokers, discount brokers or financial agents and advisers;
(g) to carry on the businesses of hoteliers, guest house managers, lodging
housekeepers, travel agents, tickets and booking agents, charter flight
travel contractors, forwarding and custom brokers and to facilitate tours
and travel and to arrange hotel accommodation bookings and travelers checks
and credit card facilities and other facilities for tourists and travelers
and to engage in all aspects of the travel and tourist industry and to run
holiday resorts generally;
(h) to carry on all or any of the businesses of general contractors,
engineering contractors, civil engineers, site formation and plant layout
advisers and consultants (whether civil, mechanical, electrical,
structural, chemical, aeronautical, mining, marine or otherwise);
(i) to carry on agriculture in all its aspects and sale of agricultural
products;
(j) to carry on in any part of the world any other business of a similar nature
or any business which may in the opinion of the Company be conveniently
carried on by the Company and any other business which may seem to the
Company capable of being conveniently carried on in connection with the
above or calculated directly or indirectly to enhance the value of or
render profitable any of the Company's businesses.
90
Pursuant to Section 24 of the Companies Code, 1963 (Act 179) the
Company has for the furtherance of its authorized businesses all the powers of a
natural person of full capacity except in so far as such powers are expressly
excluded by the Regulations.
Directors - Powers and Limitations
Ashanti's Regulations specify that the minimum number of Directors
shall be three with no maximum number. At least one Director shall at all times
be present in Ghana. The Directors and the Company in General Meeting can
appoint a Director, but any Director so appointed shall hold office only until
the next Annual General Meeting, and shall then be eligible for re-election. At
every Annual General Meeting one-third of the Directors shall retire from office
and be eligible for reelection. Any Director appointed to the office of Managing
Director is not subject to retirement by rotation.
Under the Regulations Directors shall not vote in respect of any
contract or arrangement in which they (together with any connected person) are
materially interested and if they should vote the vote will not be counted.
No person shall be appointed a Director if that person is an infant, of
unsound mind, an undischarged bankrupt or disqualified to act as a Director
under the Ghana Companies Code.
There are no restrictions on Directors to borrow money and to mortgage
or charge property of the Company.
General Meeting and Voting Rights
The Companies Code provides that shareholders shall exercise their
powers in general meeting. The Company is required to hold a general meeting in
each year not more than 15 months from the date of the previous annual general
meeting, to consider among other things the statutory accounts and reports and
to re-elect Directors and the Company's auditors. An extraordinary general
meeting may be held when considered necessary by the Board of Directors or when
requested by shareholders representing at least one-twentieth of the issued
share capital of the Company. At least 21 days' notice must be given of general
meetings, and the notice covering a general meeting must state the general
nature of business to be considered, and, if the meeting is to consider a
special resolution, must set out the terms of such resolution. All general
meetings shall be held in Ghana unless the Board of Directors decides otherwise.
Any shareholder has the right to have a resolution included in the notice of a
general meeting by requesting it in writing to the Board of Directors in time
for the matter to be included in such notice.
At a general meeting of the Company, every holder of Shares who is
present, in person (including any corporation present by its duly authorized
representative) or by proxy, shall, on a show of hands, have one vote and every
such holder present in person or by proxy shall on a poll have one vote for
every Share of which he is the holder. No holder of Shares is entitled to attend
and vote in respect of any Share held by him unless all calls or others sums
presently payable by him in respect of such Share to the Company have been paid.
The Companies Code requires a simple majority of votes cast at the meeting to
pass an ordinary resolution and a majority of not less than three-quarters of
votes cast at the meeting to pass a special resolution. A quorum shall exist
only when not less than two holders of Shares entitled to attend and vote at the
general meeting are present, in person or by proxy.
The holder of the Golden Share does not have any voting rights in that
capacity, but has certain rights, details of which are set out below.
In respect of the Company's GDSs, the relevant notice of meeting is
sent to the Depositary. At the request of the Company, the Depositary mails a
notice in a prescribed form with a specified deadline for submission of voting
instructions. Upon receipt of instructions from GDS holders, the Depositary will
exercise their respective voting rights accordingly. The Depositary will not
vote other than in accordance with such instructions.
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Dividends
Subject to the provisions of the Companies Code, the Company may, by
ordinary resolution, declare dividends to be paid to shareholders. The Board of
Directors may pay such interim dividends as appear to the Board of Directors to
be justified by the profits of the Company. All dividends shall be declared and
paid as a fixed sum per share and not as a proportion of the amount paid in
respect of a share. The Companies Code prohibits a Company from paying a
dividend to its shareholders unless (i) it is able, after such dividend, to pay
its debts as they fall due and (ii) the amount or value of the dividend does not
exceed its income surplus immediately prior to the making of such dividend. In
addition, no dividend shall exceed the amount recommended by the Board. The
Board of Directors may in its discretion make provision to enable any
shareholder to receive dividends duly declared in such currency or currencies
and at such rates of exchange and on such terms and conditions as it shall
determine.
Dividends due to holders of the Company's GDSs are paid to these
holders through the Depositary.
Pre-emptive Rights
The Regulations provide that, on any increase in the Company's share
capital (except shares which the Company has purchased), the shareholders shall
have pre-emptive rights to subscribe for new shares in proportion to their
shareholding, unless otherwise approved by the Company in general meeting. Since
the Company became listed, its shareholders have disapplied annually their
pre-emptive rights in respect of issues of shares at its annual general
meetings. At the annual general meeting of the Company held on May 28, 2002, a
further resolution disapplying pre-emptive rights was passed.
Variation of Rights
The Companies Code provides that if at any time the Shares are divided
into different classes, the rights for the time being attached to any class of
shares shall not be varied except to the extent and in the manner provided in
the Regulations of the Company. Other than the rights attaching to the Golden
Share, which can only be varied with the written consent of the holder of the
Golden Share, the Regulations provide that the rights attaching to any class of
shares may be varied either with the written consent of shareholders holding not
less than three-quarters of the issued shares of such class or with the sanction
of a special resolution passed at a meeting of the shareholders of such class.
All the provisions of the Regulations as to general meetings shall apply in like
manner to such meeting, except that a quorum shall exist only when not less than
two holders of shares of such class of shares are present, in person or by
proxy, holding at least one-third of the total voting rights of the class of
shares in question.
Transfer of Shares
Any shareholder may transfer all or any of his shares by instrument of
transfer, in writing in common form or in any form approved by the Ghana Stock
Exchange. The instrument of transfer must be executed by or on behalf of the
transferor and, in the case of a share which is not fully paid up, by or on
behalf of the transferee. The transferor shall be deemed by the Company to
remain the holder of the transferred shares until the transferee's name is
entered in the register of members. The Board may decline to register a transfer
unless the instrument of transfer is (i) properly completed, (ii) duly stamped,
and (iii) delivered for registration to the Company accompanied by the
certificate for the shares to which it relates and such other evidence as the
Board may reasonably require to show the right of the transferor to make the
transfer. In addition, the Board may, without giving any reason, refuse to
register the transfer of any share (i) on which there is an unpaid liability to
a person of whom it shall not approve, or (ii) to a person who is an infant or
to anyone found by a competent court in Ghana to be a lunatic or a person of
unsound mind. These restrictions are removed, and renewed annually, by
shareholders as explained above, under pre-emptive rights.
There are no restrictions under the Company's Regulations or under
Ghanaian law that limit the right of non-Ghanaian residents or foreign owners to
hold or vote the Company's Shares.
92
Ability of the Company to Purchase its Own Shares
The Company is authorized by its Regulations, subject to compliance
with the rules of the Ghana Stock Exchange and the UK Listing Authority, to
purchase its own shares. However, the Companies Code requires that in so doing
the Company must comply with the following: (i) shares shall only be purchased
out of a credit balance on the share deals account or out of transfers to that
account (before the Company first purchases any of its shares it must transfer
an amount at least equal to the costs of such purchase to such account from
income surplus and shall debit to such account all costs expended on the
purchase of any of its shares and shall credit to such account the value
received on the reissue of any of its treasury shares); (ii) redeemable
preference shares shall not be purchased at a price greater than the lowest
price at which they can be redeemed; and (iii) other than in respect of
redeemable preference shares, the Company shall restrict its purchases of its
own shares so that the total number of its shares or any class of shares held by
persons other than the Company is not less than 85% of the total number of
shares or shares of that class, which have been issued. Shares which are
purchased by the Company shall be available for reissue by the Company unless
it, by alteration of its Regulations, cancels such shares.
Shareholder's Ability to Bring an Action Against the Company
Under Ghana company law, a minority shareholder of a company can only
in limited circumstances bring an action, either in his own name or in the name
of the company, to redress a wrong done to that company. However, a Ghanaian
court may permit a minority shareholder to bring such an action if the act
complained of is illegal or beyond the corporate power of the company or
infringes the Regulations or constitutes a fraud on the minority shareholders.
In addition, any shareholder or debentureholder of a company may
petition a Ghanaian court on the ground that such company's affairs are being
conducted, or the powers of the directors are being exercised, in a manner
oppressive to one or more of the shareholders or debentureholders or in
disregard to their interests, or that some act of such company has been done or
is threatened or that some resolution of the members, debentureholders or any
class of them has been passed or is proposed which unfairly discriminates
against, or is otherwise unfairly prejudicial to, one or more of the members or
debentureholders. The court may make such order as it thinks fit upon such an
application including an order (i) directing or prohibiting any act or canceling
or varying any transaction or resolution, (ii) regulating the affairs of the
company in the future, or (iii) providing for the purchase of shares of any
members by other members or by the company itself with a consequential reduction
in its stated capital.
A member may also bring an action against any director in respect of a
breach by such director of his fiduciary duties.
Liquidation
The Company may be dissolved voluntarily only through the written
consent of the holder of the Golden Share. Upon dissolution, the liquidator may
with the sanction of a special resolution of the Company and any other sanction
required by the law divide among the members in specie or kind the whole or any
part of the Company's assets and may, for that purpose, set such value as he
deems fair upon any such property and determine how the division shall be
carried out, and may vest the whole or any part of such assets in trustees on
such trusts for the benefit of the members as he shall determine, but no
shareholder shall be compelled to accept any securities on which there is any
liability.
The Golden Share
The following is a summary of the rights which attach to the Golden
Share issued to the Government of Ghana:
a) The Golden Share shall carry no right to vote but the holder of
the Golden Share shall be entitled to receive notice of and to
attend and speak at any general meeting of the members or at any
separate meeting of the holders of any class of shares.
93
b) The Golden Share may only be issued to, held by or transferred to
a Minister of the Government of Ghana or any person acting on
behalf of such Government and authorized in writing by such
Minister.
c) On a return of assets in a winding-up or liquidation of the
Company, the holder of the Golden Share shall be entitled to the
sum of one thousand cedis in priority to any payment to other
members, but the Golden Share shall confer no further right to
participate in the profits or assets of the Company. The Golden
Share shall have no right to dividend and no right to participate
in any offer of securities to existing shareholders or in any
capitalization issue.
d) The holder of the Golden Share may require the Company to redeem
the Golden Share at any time in consideration of the payment to
such shareholder of one thousand cedis. The Golden Share is not
redeemable at the option of the Company.
e) Each of the following matters shall be deemed to be a variation
of the rights attaching to the Golden Share and shall accordingly
be effective only with the written consent of the holder of the
Golden Share:
(i) any amendment to or removal of the rights of the Golden Share;
(ii) the voluntary winding-up or voluntary liquidation of the Company;
(iii) the redemption of or purchase by the Company of the Golden Share;
(iv) the disposal of any mining lease held by the Company or any
subsidiary; and
(v) any disposal (other than a disposal in the ordinary course of the
business of the Company) which, alone or when aggregated with any other disposal
or disposals forming part of, or connected with, the same or a connected
transaction, constitutes a disposal of the whole or a material part of the
assets of the Company taken as a whole, as further described in the Regulations.
Pursuant to the Mining Law, the Minister of Mines has the power to
object to a person becoming or remaining a "shareholder controller", a "majority
shareholder controller" or an "indirect controller" of the Company. See Item 4B
"Information on the Company - Business Overview - Regulations and Leases".
Cumulative Voting
Ashanti's Regulations do not provide for cumulative voting.
Written Resolutions
A resolution in writing of the Company is valid and effective if signed
by all the members of the Company at such time who are entitled to attend and
vote on such resolution at a general meeting of the Company, or by their duly
authorized representatives, unless such resolution relates to the removal of an
auditor or a director, which can be effected only at a general meeting of the
Company.
Terms for Directors
Under the Company's Regulations a director may hold any other office
(including the office of Managing Director) or place of profit in the Company in
conjunction with the office of director, other than the office of auditor.
The Board of Directors may from time to time appoint one or more of the
directors to such other office for such period and on such terms as they may
determine. The Board of Directors may from time to time appoint one or more of
the directors to the office of Managing Director, who shall be the Chief
Executive, for such period and on such terms as they may determine, and such
appointment will automatically end if the holder of the office ceases to be a
Director.
Where any director holds any such other office or place of profit in
the Company the terms of his/her appointment may provide for his/her
remuneration in respect of such other office of place of
94
profit but he/she shall not be entitled to any remuneration additional to the
fees to which he/she is entitled as director unless and until the terms of
his/her appointment to such office have been approved by ordinary resolution of
the Company. Furthermore under the Companies Code, remuneration or fees shall
not be paid to directors without shareholders' approval.
Inspection of corporate records
Under the Companies Code, all members of the Company are permitted
during business hours to inspect free of charge statutory records comprising the
register of members, the minutes of proceedings of general meetings or class
meetings of the Company, and the register of directors' interests in the
Company. Non-members of the Company may inspect the register of members upon the
payment of a prescribed fee.
The Company's quarterly and annual reports are circulated to registered
shareholders and GDS holders in accordance with the provisions of the Companies
Code and applicable stock exchange regulations.
US Securities Law
The Company is required to comply with certain US securities laws as a
foreign private issuer because its GDSs are registered under Section 12(b) of
the Securities Exchange Act of 1934. Although the Company must comply with
reporting obligations under Section 13 of the Act, as a foreign private issuer
it is not subject to the proxy rules under Section 14 of the Act or the insider
short-swing profit disclosure and recovery provisions under Section 16 of the
Act.
C. Material Contracts
The following contracts (not being contracts entered into in the
ordinary course of business) have been entered into by the Company within the
two years immediately preceding the date of this filing and are or may be
material:
(a) Sale of a 50% interest in the Geita Mine
Introduction
Ashanti, AngloGold Geita Holdings Limited ("AngloGold Geita") and
AngloGold Limited ("AngloGold") entered into a transaction agreement on June 23,
2000 (the "Transaction Agreement"). The completion of the transaction, under the
Transaction Agreement occured on December 15, 2000 ("Closure"). Pursuant to the
Transaction Agreement, Ashanti agreed to sell a proportion of its existing
shareholding in one of its subsidiaries, Cluff Resources Limited ("Cluff") and
to procure that Cluff issues additional new shares to AngloGold Geita so that,
at closure, AngloGold Geita held 50% of the then issued shared capital of Cluff.
Ashanti agreed to carry out, between entering into the Transaction Agreement and
closure, the reorganization, pursuant to which Ashanti reorganized its group
corporate structure to ensure that Cluff owned the entire issued share capital
of another subsidiary, Samax Resources Limited ("SRL") and, indirectly, Ashanti
Goldfields Tanzania Limited ("AGTL") and hence the entire Geita project, which
at closure was the sole asset of the Cluff Group. At closure Ashanti also agreed
to transfer to AngloGold Geita one half of the then existing inter-company debt
which amounted to approximately US$31 million.
In consideration for the above, AngloGold Geita paid to Ashanti US$205
million in cash plus additional consideration of US$2.8 million. AngloGold also
procured the provision to AGTL of US$130 million of project financing net of
costs described further under (i) below (see AGTL Project Financing as defined
below) which was used to repay the US$100 million senior bridge credit facility
dated February 21, 2000 (the "Bridge Facility") previously arranged by Ashanti,
the balance applied by AGTL to reduce inter-company indebtedness due to Ashanti.
Pursuant to the Transaction Agreement, Ashanti was responsible for all
costs incurred in completing the construction of the Geita Mine as set out in an
agreed capital expenditure budget. Any cost savings will be for Ashanti's
benefit. Any additional work post project completion (as defined in the
Transaction Agreement) was jointly funded by AngloGold and Ashanti.
95
In addition to the budgeted capital expenditure costs, AngloGold
required Ashanti to take full responsibility for certain contingent liabilities
relating to the construction of the mine.
Warranties and Indemnities
The Transaction Agreement contains an indemnity (not subject to any
financial cap or time limit) which Ashanti has given to AngloGold Geita for all
liabilities of the Cluff Group, other than as disclosed in the latest accounts
of the Cluff Group, which exist after closure but which relate to events,
occurrences or circumstances arising in the period up to closure. These
effectively relate to any liabilities which the Cluff Group might have retained
which do not relate to the Geita Project. In addition AngloGold Geita has the
benefit of an indemnity if any part of the Reorganization is void or avoided for
any reason.
In addition to the indemnities, Ashanti has given certain, largely
informational, warranties, usual in a transaction of this nature. Ashanti's
total liability under the warranties is capped at US$15 million except in
relation to warranties which concern the special mining licence, title to the
shares being sold and certain warranties concerning the companies in respect of
which AngloGold Geita is acquiring an interest. Claims in respect of these
warranties may not exceed an aggregate amount equal to the cash consideration.
(b) Geita Joint Venture Agreement and Contribution of Ridge 8
Geita Joint Venture Agreement
Under the terms of the Geita Joint Venture Agreement dated December 15,
2000 both Ashanti and AngloGold Geita shall have exactly the same rights and
interests in the Cluff Group and in the management of the Geita project.
Accordingly, the benefits of the Geita project shall be enjoyed, and the
obligations borne, equally by the parties. The agreement therefore provides for
the unanimous agreement of both parties (acting through their nominated
representatives) to any material action, including the agreement of annual
budgets and amendments to the business plan, taken by any member of the Cluff
Group or in relation to the Geita project. AngloGold is also a party to the
agreement as guarantor of AngloGold Geita's obligations.
In relation to the Geita project a management committee has been
established, to which both parties have the right to appoint (and remove) four
representatives. The management committee may only take action with the
favorable vote of at least one representative of each of Ashanti and AngloGold
Geita. The management committee has a chairman, who shall not be entitled to a
casting vote. The chairmanship rotates on an annual basis, with the current
chairman being appointed from among the Ashanti representatives. A similar
position will apply in relation to the directorships of the members of the Cluff
Group.
It is intended that any funding required to sustain the Geita project
will be met by the cash flow from the project. In the event that the Geita
project (or any Cluff Group member) requires additional funding beyond the sum
of US$130 million net of costs to be provided on completion Project Finance
Amount, neither Ashanti nor AngloGold Geita shall be obliged to provide such
funding unless it, in its sole discretion, elects to do so. Ashanti will not
have sole responsibility for any aspect of the joint venture going forward with
the exception of bearing costs of up to US$2 million for the construction of a
haul road. This item formed part of the capital expenditure budget for the Geita
project but actual construction was deferred until 2001 and has now been
completed.
In the event that either party wishes to dispose of its interest in the
Geita project, this may only be effected through a sale of its shares (and the
related shareholder loans) in Cluff. In this event the other party shall have
rights of pre-emption in relation to such a sale at the price stipulated by the
seller as the price a third party purchaser is prepared to pay. Neither party
may dispose of part only of its interest. A change of control of either
shareholder shall not be considered to be a deemed disposal which would trigger
these pre-emption rights. Neither party may charge its interest to any third
party without the consent of the other party.
It is anticipated that the Geita Mine will be operated by its existing
staff provided by Ashanti, supplemented by AngloGold employees when vacancies
arise. The day to day operation of the mine
96
is currently in the hands of the managing director of the mine appointed by
AngloGold, who was initially appointed by Ashanti. As mentioned above, all key
decisions in relation to the Geita Mine's development, operation and financing
must be agreed unanimously by AngloGold Geita and Ashanti. In the event that the
management committee cannot agree whether to take any action, the matter will be
referred to the chief executives of the respective groups who will endeavor to
agree on the issue. A failure to reach agreement on the matter will result in it
not being implemented.
Ridge 8
Following the signing of the Transaction Agreement, Ashanti and
AngloGold also entered into an agreement in December 2000 relating to the
contribution by AngloGold to AGTL (at no cost to Ashanti) of the Nyamulilima
Hill (Ridge 8) project. Ridge 8 is a small property which adjoins the Geita
Project properties. The transfer was dependent on the determination of a number
of Tanzanian legal issues. The Transaction Agreement provided that if, despite
AngloGold's best endeavors, Ridge 8 had not been transferred to AGTL by December
31, 2001 (now extended to September 30, 2002 by an agreement dated March 15,
2002) solely because of a failure to satisfy the key conditions precedent set
out in the heads of agreement, then AngloGold is required to confer an
equivalent economic benefit on Ashanti. If for any other reason Ridge 8 is not
transferred, AngloGold is obliged to pay US$25 million to Ashanti as
compensation for its failure to use best endeavors to transfer Ridge 8 to AGTL
by December 31, 2001 (now extended until September 30, 2002 by an agreement
dated March 15, 2002).
(c) Geita Gold Mine Financing Arrangements
On December 12, 2000, Geita Gold Mining Limited (formerly Ashanti
Goldfield Tanzania Limited) ("Geita Gold") entered into a US$135 million project
financing facility (the "Geita Facility") with a syndicate of international
banks arranged by NM Rothschild & Sons, Barclays Capital and Dresdner Kleinwort
Wasserstein. Ashanti owns (through a number of intermediate companies) 50% of
the shares of Geita Gold. The remaining 50% is owned (also through intermediate
companies) by AngloGold Limited.
The Geita Facility was drawn down in a single advance on December 15,
2000. It is to be repaid in 12 semi-annual instalments each of US$10.75 million
and a further final instalment of US$6 million. The first instalment was paid on
December 31, 2001 in accordance with the Geita Facility agreement.
The interest rate applicable to the Geita Facility increases over the
life of the loan. The interest rate is as follows:
-- until December 31, 2001 - LIBOR plus 1.20%;
-- January 1, 2002 until September 30, 2002 - LIBOR plus 1.45%;
-- October 1, 2002 until December 12, 2003 - LIBOR plus 1.70%;
-- December 13, 2003 until December 12, 2005 - LIBOR plus 1.95%; or
-- December 13, 2005 until October 30, 2007 - LIBOR plus 2.20%.
The Geita Facility was provided to Geita Gold to repay and refinance a
US$100 million term loan facility previously borrowed by Geita Gold on February
21, 2000 from Barclays Capital, repay certain inter-company loans provided to
Geita Gold, pay fees and expenses in connection with the Geita Facility and
finance the remaining construction and development costs of the Geita Mine.
Key Points of the Geita Facility
Until September 30, 2002, the Geita Facility was guaranteed jointly and
severally by AngloGold Limited and Samax Resources Limited ("SRL"). This
guarantee is referred to as the "Completion Guarantee".
Following completion, the Geita Facility is now guaranteed by Cluff
Mineral Exploration Limited ( "Cluff Mineral "), Cluff, Cluff Oil Limited
("Cluff Oil ") and Geita Management Company
97
Limited ("Geita Management") on a joint and several basis. Ashanti and AngloGold
Limited each own (through subsidiaries) 50% of the shares of these companies.
Except in the case of Geita Management, these companies own no significant
assets other than an indirect interest in the Geita Mine. Geita Management's
only significant assets are hedging contracts entered into in respect of the
Geita Mine.
Ashanti and AngloGold Limited together act as sponsors to the project.
Geita Gold satisfactorily reached technical completion of the
construction of the Geita mine as of September 30, 2002. Satisfaction of the
physical, financial and operational tests has resulted in the Completion
Guarantee being discharged in full and correspondingly the obligations of
AngloGold Limited and Samax Resources Limited as completion guarantors being
discharged in full.
Geita Gold is obliged to make a mandatory prepayment of the Geita
Facility whenever it pays a dividend or distribution to its shareholders. Each
prepayment will be of an amount equal to half of the total distribution paid at
that time. There is a cap on mandatory prepayments so that the maximum amount
that Geita Gold can ever be required to prepay is an amount sufficient to reduce
the final repayment date for the Geita Facility by 24 months. In addition, Geita
Gold will be required to make a mandatory prepayment if it holds more than US$25
million in its proceeds account on the date of Completion or any principal
repayment date. In such circumstances, the prepayment will be equal to one third
of the excess over the US$25 million threshold.
Geita Gold is required to fulfil financial covenants in respect of loan
life, project life, reserve tail and debt service cover ratios. Failure to
maintain these ratios at above specified levels can result in an event of
default.
On and from September 30, 2002, Geita Gold is obliged to maintain a
debt service reserve account with a minimum balance equal to the next scheduled
repayment of principal together with all interest, fees and political risk
insurance premia falling due and payable in the next six months from that
repayment date. This account is funded solely by revenues produced from the
Geita Mine or, if Geita Gold chooses, from an irrevocable letter of credit.
Political Risk Insurance ("PRI") has been provided by New Hampshire
Insurance (a subsidiary of AIG) and Steadfast Insurance Company (a subsidiary of
Zurich International) in favour of the lenders and hedging counterparties
covering, amongst other things, the risk of confiscation, expropriation,
nationalisation, currency inconvertibility, political violence, war, terrorism,
civil commotion, insurrection, rebellion, sabotage, selective discrimination,
forced abandonment and other political risks. The lenders are the beneficiaries
of the PRI and the PRI premium is paid by Geita Gold.
Geita Gold is required to ensure that at least 50% of the Geita Mine's
anticipated production during the life of the Geita Facility is hedged.
In order to carry out this hedging, a company (Geita Management) has
been established in the Isle of Man. Geita Management carries out all hedges
necessary with appropriate hedging counterparties (a syndicate bank or an
affiliate or subsidiary of a syndicate bank) to ensure that the financial ratios
are met on an ongoing basis. The hedges are carried out on a margin free basis.
However, if at any time the aggregate mark-to-market value of the hedges exceeds
US$103 million (negative), then Geita Gold is prohibited from making any further
distributions until the negative mark-to-market value reduces to an amount less
than US$103 million. The threshold of US$103 million will increase during the
life of the Geita Facility as principal repayments are made and additional
coverage becomes available under the PRI.
All of the hedged contracts and proceeds from those contracts have been
assigned to the lenders under the "Hedging Assignment". This Hedging Assignment
agreement forms part of the security package given by Geita Gold to the lenders.
The security package consists of a fixed and floating charge over all
the assets and undertakings of SRL, Cluff, Cluff Mineral, Cluff Oil and Geita
Management as guarantors under
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the Geita Facility. A mortgage over the shares of the Geita Management's holding
company and a mortgage of any cash held by Geita Gold.
(d) February 2000 Amended Warrant Deed Poll
A wholly-owned subsidiary of the Company, Ashanti Warrants Limited
("Ashanti Warrants"), issued unregistered warrants (the "Warrants") to
subscribe for Ordinary Shares in Ashanti to Ashanti's Hedge Counterparties in
November 1999. The rights attaching to the Warrants are set out in a deed poll
dated November 2, 1999, as amended on February 21, 2000.
Warrants to purchase a total of 19,835,001 Ordinary Shares were issued
in three equal tranches (being, respectively, the "A", "B" and "C" tranches)
with expiry dates for each tranche as follows:
o "A" Warrants - April 28, 2004;
o "B" Warrants - October 28, 2004; and
o "C" Warrants - April 28, 2005.
Each Warrant carries the right to subscribe in cash at any time up to
the expiry period in respect of each tranche set out above at the subscription
price of US$3 for one zero-coupon mandatorily exchangeable note (a "MES") in
Ashanti Warrants. Each MES has a principal amount of US$3. Any MES subscribed
for automatically and mandatorily exchanges into one Ordinary Share of Ashanti.
Warrants may be exercised, in whole or in part, at any time during the
subscription period in accordance with the procedure set out in the deed poll.
The subscription price can be adjusted upon the occurrence of
circumstances including (but not limited to) the following in relation to
Ashanti:
o the consolidation of its share capital;
o the capitalization of its profits;
o scrip issues.
The Warrants are transferable, in whole or in part, subject to
applicable securities laws.
In the event of a winding-up of Ashanti (except one sanctioned by
Warrantholders), the outstanding Warrantholders will be treated as if their
unexercised rights had been exercised in full immediately prior to the
winding-up. The unexercised subscription rights and exchange rights shall be
deemed to have been exercised in full and the relevant subscription moneys shall
be deemed to have been received in full by Ashanti. Accordingly, the outstanding
Warrantholders will be entitled to receive amounts out of the assets available
for distribution on a liquidation pari passu with ordinary shareholders (after
deducting a sum per ordinary share equal to the subscription price).
Warrantholders also have certain rights in the event of an offer for
the share capital of Ashanti which would result in a "change of control" of
Ashanti . The Warrantholders would be entitled to receive consideration from the
offeror on the basis that they had exercised their Warrants and had become
holders of Ashanti Ordinary Shares unless, in the case of a share-for-share
offer, the offeror offers the Warrantholders offeror warrants or offeror shares
on terms which Ashanti's financial advisers consider fair and reasonable.
The Warrantholders may alter the rights attached to the Warrants or the
MESs with the approval of Warrantholders present (in person or by proxy) at a
meeting of the Warrantholders representing two-thirds of the Warrants in respect
of which a vote has been cast.
(e) MENs Deed Poll
Under the MENs Deed Poll, ACSL resolved to create and issue US$75
million of mandatorily exchangeable notes, or MENs, exchangeable for Ordinary
Shares. The MENs are unsecured and unconditional obligations of ACSL.
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Ashanti undertakes to issue Ordinary Shares on the exchange of the MENs
and to keep available at all times sufficient Ordinary Shares for such purpose.
Ashanti has agreed to procure that ACSL meets its obligations pursuant to the
MENs Deed Poll.
The MENs are exchangeable into Ordinary Shares on either of the
following events:
(a) the completion of the first rights issue by Ashanti undertaken
following the date of the MENs Deed Poll; or
(b) Ashanti serving a notice of exchange upon the holders of the MENs at
any time after the date falling 18 months after the issue of the MENs.
The MENs are exchangeable into Ordinary Shares at an exchange price of
the lower of US$5.40 and the price at which Ashanti issues Ordinary Shares
pursuant to the Rights Issue.
The MENs (if not already exchanged) will be redeemable for cash on the
earlier of:
(a) a takeover offer for Ashanti, or a scheme of arrangement of Ashanti,
becoming effective; or
(b) the date of maturity, being June 30, 2008,
but may not be redeemed for cash before such date unless the Enlarged RCF has
been repaid in full.
In the event that the MENs are redeemed, interest on the MENs is
payable at approximately the same rate as is payable under the Enlarged RCF. In
the event that Ashanti pays a dividend at any time prior to exchange of the MENs
into Ordinary Shares, interest will be payable at the time the exchange occurs,
equal to the amount which the holders of MENs would have received had their MENs
been exchanged at an exchange price of US$5.40 at the dividend record date.
Otherwise the MENs are non-interest bearing.
The MENs are conditionally transferable, but no application is intended
to be made for the MENs to be listed on any stock exchange. The MENs have not
been registered under the Securities Act or the securities laws of any State of
the United States and may not be offered, sold, delivered, assigned, exchanged
or otherwise disposed of, directly or indirectly, in the United States or to or
for the account or benefit of US Persons.
(f) Lonmin MENs Subscription Agreement
The Lonmin MENs Subscription Agreement was entered into on June 28,
2002 between Ashanti, ACSL and Lonmin. Under this agreement, ACSL issued
US$46,569,305 of MENs to Lonmin.
Ashanti agreed with Lonmin to use its best efforts to complete the
Rights Issue within 18 months from the issue date of the MENs. Lonmin has agreed
not to take up its rights under the Rights Issue unless and only to the extent
that the number of Ordinary Shares offered to it in connection with the Rights
Issue exceeds the number of Ordinary Shares that would be issued upon exchange
of US$46,569,305 of MENs.
Ashanti has further agreed that, in the event that the Rights Issue is
not completed within 18 months of the issue date of the MENs, it will take
certain steps to convene a shareholders' meeting to consider resolutions to
approve the exchange of any MENs (whether or not held by Lonmin) in accordance
with the voluntary exchange provisions of the MENs Deed Poll.
Ashanti has also undertaken to Lonmin that it shall not, without
Lonmin's prior written consent (not to be unreasonably withheld or delayed):
(i) issue any Ordinary Shares by way of capitalisation of profits or
reserves or bonus issue or subdivide or consolidate or reclassify any
Ordinary Shares;
(ii) issue any new class of capital stock of Ashanti; or
(iii) redeem or purchase any Ordinary Share or reduce its share capital,
capital redemption reserve or share premium account.
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Ashanti also undertakes that it shall not, without the prior approval
of a special resolution of its shareholders, issue more than 11,000,000 Ordinary
Shares other than pro rata to its shareholders.
Lonmin has also given undertakings to Ashanti that it shall not lend,
sell, transfer or otherwise dispose of or deal with or charge, encumber or grant
options or other rights over its MENs or its existing 36,000,000 Ordinary Shares
in Ashanti except with the prior consent of Ashanti and ACSL (provided that
Lonmin may sell a proportion of its Ordinary Shares if it also sells the same
proportion of its MENs or if it receives confirmation from the UK Listing
Authority that, as a result of such sale, shareholder approval for exchange of
its MENs is not required. Lonmin is also entitled to sell its existing
shareholding pursuant to a recommended offer for the entire issued share capital
of Ashanti.
Lonmin also agreed that it will not exercise its voting rights in
respect of shares held by Lonmin and its concert parties in excess of 50 per
cent. of the entire issued share capital of Ashanti, except following a change
of control of Ashanti which has been approved by the Minister of Mines under the
Minerals and Mining Law 1986 of Ghana (as amended) or is in compliance with the
provisions of the Takeover Code of Ghana. Lonmin has also agreed to vote in
favour of resolutions necessary to implement the Rights Issue, including
resolutions to increase the authorised share capital of Ashanti and the
Directors' authorisation to allot Ordinary Shares.
Ashanti has entered into a separate letter of undertaking with Lonmin
pursuant to which it has agreed that, for so long as any of the Put Options
remain to be exercised, if it seeks to effect the Rights Issue at less than
US$5.40 per Ordinary Share, it shall not, without Lonmin's approval (acting
reasonably) launch such Rights Issue at a subscription price of more than a 5
per cent. discount to the then current market value of an Ordinary Share.
(g) Government of Ghana MENs Subscription Agreement
The Government of Ghana MENs Subscription Agreement was entered into on
June 28, 2002 between Ashanti, ACSL, Lonmin and the Government of Ghana. Under
this agreement, ACSL offered the Government the right to subscribe for
US$28,430,695 of MENs. The Government transferred this subscription right to
Lonmin in consideration for Lonmin entering into the Call Option (described
below). Pursuant to the Government of Ghana MENs Subscription Agreement, ACSL
issued US$28,430,695 of MENs to Lonmin.
The Call Option provides that the Government has a transferable call
option over the Ordinary Shares arising on conversion of US$28,430,695 of the
MENs, which is exercisable at any time until 5 business days prior to the close
of the subscription period for the Rights Issue (or 18 months from the date of
the Call Option, if earlier). The purchase price under the Call Option is the
price at which Ordinary Shares are offered for subscription pursuant to the
Rights Issue and the Call Option can only be completed on the closing date of
the subscription period for the Rights Issue.
Ashanti has agreed with the Government to use its best efforts to
complete the Rights Issue within 18 months from the issue date of the MENs. If a
Rights Issue is not completed within this period, the Government has irrevocably
undertaken to Lonmin to vote in favour of any resolution proposed by Ashanti
seeking independent shareholder approval to enable the exercise of Ashanti's
option under the MENs Deed Poll to exchange all of the MENs. The Government has
undertaken not to take up its rights under the Rights Issue unless and only to
the extent that the Ordinary Shares offered to it in connection with the Rights
Issue exceeds the number of Ordinary Shares that would be issued upon exchange
of US$28,430,695 of MENs.
Ashanti has further agreed with the Government that it shall not,
without the Government's prior written consent (not to be unreasonably withheld
or delayed):
(i) issue any Ordinary Shares by way of capitalisation of profits or
reserves or bonus issue or subdivide or consolidate or reclassify any
Ordinary Shares;
(ii) issue any new class of capital stock of Ashanti; or
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(iii) redeem or purchase any Ordinary Share or reduce its share capital,
capital redemption reserve or share premium account.
Lonmin has agreed that it will not transfer, charge or encumber its
interest in US$28,430,695 of the MENs other than in accordance with the terms of
the Call Option or otherwise with Ashanti's or ACSL's prior consent.
The Government has also given undertakings to Ashanti and ACSL that it
shall not lend, sell, transfer or otherwise dispose of or deal with, charge,
encumber or grant options or other rights over its existing holding of
21,978,104 Ordinary Shares prior to the record date for the Rights Issue, except
with the consent of Ashanti and ACSL or by way of acceptance of an offer for the
entire issued share capital of Ashanti.
The Government has further agreed to vote in favor of any resolutions
required to implement the Rights Issue, including resolutions to increase the
authorised share capital of Ashanti and the Directors' authorisation to allot
Ordinary Shares.
(h) Enlarged RCF
(i) On June 28, 2002, Ashanti entered into a US$200 million revolving
credit facility to replace the New RCF with:
o ABSA Bank Limited,
o Australia and New Zealand Banking Group Limited,
o Bank of Nova Scotia,
o Barclays Capital (the investment banking division of Barclays
Bank PLC),
o Bayerische Hypo-und Vereinsbank Aktiengesellschaft,
o CIBC World Markets plc,
o Ghana International Bank plc,
o HSBC Bank USA,
o Investec Bank (UK) Limited,
o NM Rothschild & Sons Limited,
o The Royal Bank of Scotland plc,
o Societe Generale,
o Standard Bank London Limited
o Standard Chartered Bank; and
o Westdeutsche Landesbank Gironzentrale, London Branch,
(together the "Lenders").
The Enlarged RCF (which has become unconditional and available for
drawing) will be repaid in eight semi-annual instalments each of US$20
million starting 12 months after the first drawdown with a further
final instalment of US$40 million.
The term of the loan is five years.
The interest rate applicable to the Enlarged RCF increases over the
life of the loan. The interest rate is as follows:
(a) Years 1 and 2 - US LIBOR plus 1.75 per cent.; and
(b) Years 3, 4 and 5 - US LIBOR plus 2.00 per cent.
The Enlarged RCF will be provided to the Ashanti Group through its
subsidiary Ashanti Finance (Cayman) Limited (the "Borrower") to pay and
refinance the Existing Notes, the Existing RCF and for general
corporate purposes.
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The Enlarged RCF is guaranteed jointly and severally by Ashanti,
Ashanti Treasury Services Limited ("ATS"), Geita Treasury Services
Limited ("GTS"), Societe Ashanti Goldfields de Guinee and Ashanti
Goldfields (Bibiani) Limited (as the Guarantors).
The Lenders under the Enlarged RCF have security over all the hedging
contracts entered into by ATS and GTS, selected gold refining and
purchasing agreements, selected insurance contracts, gold in transit
and selected bank accounts.
Security has also been granted over selected assets and undertakings of
Ashanti and Ashanti Goldfields (Bibiani) Limited held in Ghana
including the mining leases relating to the Obuasi and Bibiani mines.
Ashanti has also agreed to use its best endeavors to give security over
its shares in Cluff Resources Limited, which owns the Geita mine. In
addition, Ashanti has effected a political risk insurance policy
("PRI") of up to approximately US$131 million of the Enlarged RCF
together with interest on the amount of such Lenders total commitment
in relation only to Ghana for the benefit of the Lenders who had
elected to take up the policy.
The financial covenants will provide that consolidated net debt to
consolidated EBITDA (based on the definitions in the Enlarged RCF) is
no greater than:
(a) 2.50 x for the twelve month periods ending on December 31, 2002;
(b) 2.25 x for the twelve month period ending on June 30, 2003;
(c) 2.00 x for the twelve month period ending on December 31, 2003;
(d) 1.75 x for the twelve month period ending on June 30, 2004; and
(e) 1.50 x thereafter.
Consolidated EBITDA to Consolidated Net Interest Payable is not less
than:
(a) 4.50:1 for periods ending on December 31, 2002 and June 30, 2003;
(b) 5.00:1 for the period ending on December 31, 2003;
(c) 5.50:1 for the period ending on June 30, 2004; and
(d) 6.00:1 for any period ending thereafter.
Consolidated tangible net worth is not to be less than US$415 million
at any time. Consolidated net debt will not exceed 50 per cent. of the
consolidated tangible net worth for the periods ending on or before
June 30, 2004 and thereafter shall not exceed 40 per cent. of the
consolidated tangible net worth.
The Enlarged RCF imposes commitment fees and other terms and conditions
on the Ashanti Group including the provision of detailed financial and
other information, restrictions on acquisitions, restrictions on
investments and loans to non-group companies and ring fenced project
finance entities, restrictions on the creation of security,
restrictions on disposal of assets, restrictions on making loans or
providing credit, and restrictions on change of business.
The Events of Default include:
o cross default in respect of financial indebtedness of material
group members (excluding specified subsidiaries, such as Kimin
and project finance entities) in excess of US$5 million;
o insolvency of material group members;
o nationalisation of certain assets of the Ashanti Group;
o reduction of foreign exchange retention levels;
o termination of the margin free trading arrangements other than in
accordance with the terms of the Interim Margin Free Agreements,
or the New MFTL (as the case may be)
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and termination of hedging agreements without the consent of
Ashanti and its Risk Management Committee;
o change of control of Ashanti which is reasonably likely to have a
material adverse effect; and
o material adverse change.
(i) The Existing MFTL
The Existing MFTL became effective on December 15, 2000 and replaced
the warrant commitment letter under which the Company agreed to provide its
Hedge Counterparties with the Warrants in exchange for margin free trading
arrangements for its hedging activities. These margin free trading arrangements
were to remain in place under the Existing MFTL until December 31, 2002.
Thereafter, for the calendar year 2003, Ashanti's margin limits were to be twice
the levels as at October 30, 1999 and for 2004, Ashanti's margin limits were to
be one and a half times the then existing limits.
These provisions were amended as a result of the Interim Free
Agreements becoming unconditional on June 28, 2002 and this agreement has now
been replaced by the New MFTL.
(j) The Interim Margin Free Agreements
Ashanti entered into Interim Margin Free Agreements, which became
unconditional on June 28, 2002, with all of its Hedge Counterparties. These
agreements governed, amongst other things, the continuation of margin free
trading arrangements. Under the Interim Margin Free Agreements, the entitlements
of the Hedge Counterparties to call for margin under their hedging arrangements
with Ashanti were suspended unless and until any Hedge Counterparty actually
called for margin or collateral, or Ashanti provided any form of margin or
collateral, in respect of its hedging arrangements.
The Interim Margin Free Agreements contained a termination provision,
whereby once the Interim Margin Free Agreements became unconditional, the
Interim Margin Free Agreements would terminate and the Existing MFTL would be
amended and restated by the execution of the New MFTL. The terms of the New MFTL
are described below.
(k) The New MFTL
Since all of the conditions of the Interim Margin Free Agreements were
satisfied, Ashanti required, as it was entitled to under the Interim Margin Free
Agreements, each of the Hedge Counterparties to enter into the New MFTL.
The New MFTL amended and restated the Existing MFTL.
The New MFTL also provides that any right that a Hedge Counterparty
had, under any of its existing hedging arrangements, to call for margin or
otherwise require the provision of any form of security or collateral shall be
cancelled and that any new hedging arrangements entered into shall not benefit
from margin, or otherwise require the provision of any form of security or
collateral other than in certain limited circumstances.
The Hedge Counterparties have a right to terminate their hedging
agreements with the Ashanti Group on the occurrence of any of the following:
-- any Ashanti Group member granting any person the right to call
for, or require the provision of, margin or equivalent
collateral; or
-- any person actually calling for, or requiring the provision of,
margin or equivalent collateral from any Ashanti Group member (in
circumstances where it is permitted to do so pursuant to its
hedging agreements with Ashanti); or
-- any Ashanti Group member entering into a hedging arrangement with
a cross-default threshold less than US$5 million; or
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- any Ashanti Group member granting any right, to any person who
enters into a hedging arrangement with any member of the Ashanti
Group, analogous or superior to the non-disposal right granted to
the Hedge Counterparties in connection with the Geita Mine (or
any part of it) or any member of the Joint Venture Group (as
defined in the Existing RCF); or
- any Ashanti Group member actually paying, posting or granting
margin or equivalent collateral,
in each case in relation to any hedging arrangement (other than any
permitted hedging arrangement). Permitted hedging arrangements
generally relate to hedging in connection with project financings.
In addition, if Ashanti is no longer in compliance with its hedging
policy or amends its hedging policy without the prior written approval of the
relevant majority of Hedge Counterparties, the Hedge Counterparties will be
entitled to terminate their hedging arrangements with the Ashanti Group.
The New MFTL contains, amongst other things, financial covenants
similar to those in the Enlarged RCF.
D. Exchange Controls
Ghana has a system of exchange control. The Exchange Control Act, 1961
and the Exchange Control Regulations, 1961 provide the general statutory
framework for Ghanaian exchange control. Through them the Government of Ghana
exercises its policy of exchange control with respect to foreign investment in
Ghanaian companies and all dealings by residents of Ghana in securities with
non-residents and in foreign currency. The Mining Law modifies the exchange
control provisions that apply to holders of mining leases in Ghana. Holders of
mining leases may, if permitted by the Bank of Ghana, have limited rights to
retain certain foreign exchange earnings overseas and to use such earnings for
the acquisition of mining inputs, which would not otherwise be readily available
without the use of such earnings. Where the net earnings of a holder of a mining
lease are in foreign exchange, the holder is permitted to retain not less than
25% of foreign exchange earnings in an external account for acquiring machinery
and equipment, spare parts and raw materials as well as for certain other
payments, such as dividend and debt service payments. Ashanti's operations in
Ghana are permitted to retain 60% to 80% of its foreign exchange earnings in
such an account. The Company remits the remainder of its foreign exchange
earnings to Ghana and converts them to cedis. This amount historically has
equated approximately with the amount of expenses the Company incurs in cedis.
The consent of the Bank of Ghana has been given under the exchange
control regime for the free transferability of the Ashanti Shares and the
Ashanti GDSs, the payment of dividends in US dollars and the payment of
dividends to external residents. However, Ghanaian residents will require the
consent of the Bank of Ghana to remit any proceeds of sale and dividends
received in US dollars. There are no regulations in Ghana that would restrict or
affect the remittance of dividends to non-resident holders of securities.
E. Taxation
United States
The following is a summary of material United States federal income tax
considerations that may be relevant to a holder of Shares or GDSs who is a
citizen or resident of the United States or is a US domestic corporation or who
otherwise will be subject to US federal income tax on a net income basis in
respect of Shares or GDSs (a "US holder"). The summary is based on laws,
regulations, rulings and decisions now in effect, all of which are subject to
change. The summary does not purport to be a comprehensive description of all
the tax considerations that may be relevant to a holder of Shares or GDSs. In
particular, the summary deals only with US holders who will hold Shares or GDSs
as capital assets, and does not address the tax treatment of investors who are
subject to special tax rules, such as banks, insurance companies, securities
dealers, persons holding Shares
105
or GDSs as part of an integrated investment (including a "straddle") comprised a
Share or GDS and one or more other positions, and persons who have a functional
currency other than the US dollar.
We urge holders to consult their own advisers regarding the tax
consequences of an investment in Shares or GDSs, including, in particular, the
effect of any state, local or other national laws.
In general, for US federal income tax purposes, holders of GDSs will
be treated as the owners of the Shares represented by those GDSs.
Dividends on the Shares or GDSs
The gross amount of any distribution (that is, the amount before
reduction for Ghanaian withholding tax) paid to a US holder generally will be
subject to US federal income taxation as foreign source dividend income to the
extent such distribution is paid out of the Company's current or accumulated
earnings and profits (as determined for US federal income tax purposes). Any
such distribution will not be eligible for the dividends received deduction. If
a US holder elects to receive the distribution in the form of stock or other
property, then the amount of the distribution will be equal to the fair market
value of such distribution on the date of distribution. To the extent that a
distribution exceeds a US holder's allocable share of the Company's current and
accumulated earnings and profits, such excess will be applied first to reduce
the holder's basis in the Shares or GDSs, and then any remaining such excess
will constitute a gain from the deemed sale of the Shares or GDSs. See "Sale or
other Disposition of Shares or GDSs" below.
Ghanaian tax withheld from dividend distributions will be treated as a
foreign income tax that US holders may elect to deduct in computing their
taxable income or, subject to generally applicable limitations, credit against
their US federal income tax liability. The credit is subject to specific
statutory limitations and restrictions. The cost base of any dividend securities
acquired for capital gains purposes will be equivalent to the cash equivalent
amount of the securities received.
The above does not address the United States income tax implications
if, in relation to a particular US holder, Ashanti is to be treated as a passive
foreign investment company ("PFIC") under the Internal Revenue Code of 1986 as
amended.
Sale or other Disposition of Shares or GDSs
A US holder will generally recognize a gain or loss on any sale,
exchange or other disposition of the Shares or GDSs equal to the difference
between the amount of cash (and the fair market value of any other property)
received and the holder's tax basis in the Shares or the GDSs. Gain or loss
realized on the sale or other disposition of Shares or GDSs will be a capital
gain or loss if the US holder held the Shares or GDSs as a capital asset and
will be a long term capital gain or loss if the Shares or GDSs were held for
more than one year. In general, gain from a sale or exchange of Shares or GDSs
by a US holder will be treated as United States source income.
Deposits and withdrawals of Shares by US holders in exchange for GDRs
will not result in the realization of gain or loss for US federal income tax
purposes.
Ghana
There is currently no tax treaty between the United States and Ghana.
Ghanaian Withholding Tax on Dividends
Under current Ghanaian legislation, tax is withheld from dividend
payments by the Company at the rate of 10%. No further tax is payable on
dividends received. The Government of Ghana has confirmed that any person who
has an interest in, or is a beneficial owner of, a GDS will be treated for
Ghanaian tax purposes as the beneficial owner of the underlying Shares to which
the GDS relates, and will thereby be treated as beneficially entitled to the
dividends arising on those Shares for all Ghanaian tax purposes. Withholding tax
of 10% is also withheld from dividend payments made by the Company in the form
of stock.
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Capital Gains
Capital gains arising on a disposal of securities listed on the Ghana
Stock Exchange are exempt from Ghanaian capital gains tax until October 31,
2005. The Government of Ghana has confirmed that the disposal of an interest in
a GDS will be treated as a disposal of the underlying Shares for Ghanaian
capital gains tax purposes and will thereby be exempt from Ghanaian capital
gains tax under current law and practice.
Gift Taxation
Liability to gift tax may arise on the transfer by gift of Shares in
the Company or interests in GDSs if the open market value of the Shares at the
time of the gift exceeds c50,000 (approximately US$6) (subject to certain
exemptions). The tax is payable by the donee of the gift.
H. Documents on Display
Exhibits attached to this Form 20-F are also available for viewing at
the offices of Ashanti, Gold House, Patrice Lumumba Road, PO Box 2665, Accra,
Ghana, or on request to Ashanti at telephone number 233 21 772190, attention
Ernest Abankroh. Copies of Ashanti's financial statements and other continuous
disclosure requirements required under Ghana Company Law are available for
viewing at the same address.
Item 11. Quantitative and Qualitative Disclosures About Market Risk
The principal market risk exposure of the Ashanti Group relates to
changes to the market price of gold. The Ashanti Group also has limited exposure
to currency risk and interest risk. The following discussion contains
forward-looking statements. See "Introduction - Forward-Looking Statements".
Gold Price Risk
The Company's principal business is the mining and processing of gold.
Its revenues and cash flows are therefore strongly influenced by the price of
gold, which can fluctuate widely and over which Ashanti has no control. See Item
3D "Key Information - Risk Factors - Gold Price Volatility".
Ashanti, in common with many other gold producers, engages in hedging
activities to protect its cashflows against the risk of decreases in the gold
price. Prior to its amendment in February 2000, Ashanti's Existing RCF required
the Ashanti Group to hedge certain amounts of gold. This requirement was deleted
as part of the amendment of the Existing RCF in February 2000. The Enlarged RCF
requires Ashanti to comply with the strategies outlined in the current hedging
policy (details of which are provided below under the heading "Strategy and
Policy"). The hedging instruments employed by Ashanti are discussed in more
detail below.
Objectives
Ashanti's gold hedging programme has the primary objective of providing
the Company with sufficient gold price protection to enable the Company to meet
its cashflow obligations as they fall due. This objective takes into account the
level of the Company's commitments, in terms of operating costs, capital
expenditure and debt service obligations, relative to the potential fluctuations
in the gold price. This objective is pursued in a manner that is intended to
preserve, to the extent that is reasonably possible, the Company's ability to
benefit from potential increases in the gold price.
Strategy and Policy
During 2000, the Board approved a revised gold hedging policy. This
hedge policy has been further revised during 2002 pursuant to the terms of the
New MFTL (the "Hedging Policy"), however, the objectives and key steps and goals
remain substantially the same.
107
Following such revision, the major goals of the Hedging Policy which
will be monitored and reviewed by the Risk Management Committee are to:
o limit the Company's commitments to a maximum of 50% of Attributable
Production. Attributable Production normally includes all the
proven and probable reserves of mines in which Ashanti or its
subsidiaries hold an interest of more than 50% and otherwise the
relevant percentage of proven and probable reserves where Ashanti
or its subsidiaries hold at least a 20% interest in the relevant
mine. However, there will be excluded from this calculation
production from certain project financed assets (although, with the
approval of the Hedge Counterparties, production following the
planned date for repayment of such project financing may be
included) and, subject to certain exceptions, production from other
mines where the physical assets of the mine are secured in favour
of senior lenders to the Company;
o limit the aggregate commitments of the Company and project financed
entities (where there is a recourse to the Company in respect of
such entities) to a maximum of 75% of Attributable Production
(excluding any production attributable to such project financed
entities);
o limit (without the approval of the Hedge Counterparties) the
aggregate commitments relating to all project financed entities
(where there is a recourse to the Company in respect of such
entities) to not more than 4,500,000 ounces beyond which approval
of the hedge counterparties will be needed;
o ensure that all hedging transactions (other than hedging
transactions of project financed entities) are entered into so as
to move towards certain defined target limits for (i) "protection"
contracts (being hedgin g contracts providing the Company with the
right or obligation to sell gold at set prices e.g. by use of
forward contracts or put options); (ii) "commitment" contracts
(being hedging contracts which commit the Company to provide gold
or cash equivalent e.g. by use of forward contracts, sold call
options or other cash settlement arrangements) and (iii) gold lease
rate exposures.
Margin Free Arrangements
Under the Existing MFTL, Ashanti benefited from margin free trading
with its Hedge Counterparties until December 31, 2002 and from increased margin
thresholds until December 31, 2004, subject in each case to compliance with
covenants and no event of default being declared. However, in order to implement
the refinancing of its debt, Ashanti needed to enter into appropriate continuing
margin free arrangements in respect of its hedging activities for the period
after December 31, 2002. Ashanti achieved this by the execution of the Interim
Margin Free Agreements and the New MFTL which has now become effective. A
summary of the Interim Margin Free Agreements and a summary of the New MFTL are
set out in Item 10 "Additional Information - C. Material Contracts".
Since all of the conditions of the Interim Margin Free Agreements had
been satisfied, the Company required each of the Hedge Counterparties to enter
into the New MFTL, which amended and restated the Existing MFTL and provides for
margin free trading on an ongoing basis, subject only to certain limited rights
to terminate hedging agreements with the Company. Both the Exising MFTL and the
Interim Margin Free Agreements have terminated. The Company and the Hedge
Counterparties have agreed in the New MFTL that, amongst other things, any
existing rights to call for margin are cancelled and that, no new hedging
aggreements will benefit from rights to call for margin. If these provisions and
certain other provisions are breached, or if the Company is no longer in
compliance with the hedge policy which is currently in place or if the hedge
policy is amended other than with the approval of an appropriate majority of the
Hedge Counterparties, then the Hedge Counterparties will have a right to
terminate their hedging agreements with the Company.
Hedging
As at December 31, 2001, Ashanti's hedge book had a positive
mark-to-market value of US$88.8 million based on a spot price of US$277 per
ounce (2000: positive mark-to-market value
108
of US$29.1 million based on a spot price of US$273 per ounce). Ashanti's 50%
share of the Geita hedge book had a negative mark-to-market value of US$2.4
million at the year end.
Ashanti had 5.1 million ounces of protection at an average rate of
US$362 per ounce at December 31, 2001. Over the life of the hedge book,
Ashanti had 41% of total forecast production protected and 61% of total
forecast production committed.
The Ashanti hedge book's mark-to-market value has benefited
significantly over the past two years from a lower US interest rate environment
and the time decay of the book. The lease rate spike during April/May 2001 did
not have a material impact on cashflows and cashflows generated from lease rate
swaps over the year were positive.
During 2001, two significant restructurings on the book have led to an
improvement in committed levels and the simplification of the lease rate swaps.
The first entailed the forced conversion of a convertible structure, which led
to a reduction of 554,400 ounces of commitments. The second restructuring
entailed the removal of the spot indexing feature of one of the gold lease rate
swaps which will benefit Ashanti at higher spot prices.
The following table sets out Ashanti's hedge portfolio as at December 31, 2001
Fair value Fair value
2001 2000
2002 2003 2004 2005 2006 Thereafter Total (US$million) (US$million)
---------------------------------------------------------------------------------------------------------------------------
Forward Sales (ounces) 607,500 718,746 529,996 464,996 248,000 1,095,000 3,664,238 117.6 93.3
(US$/ounce) 335.14 351.14 355.18 353.14 349.35 347.24 348.04
--------------------------------------------------------------------------------------------------------------------------
Puts:
Bought (ounces) 270,000 50,000 79,200 79,200 79,200 316,800 874,400 52.7 24.5
(US$/ounce) 349.54 354.00 377.50 377.50 377.50 377.50 367.52
--------------------------------------------------------------------------------------------------------------------------
Sold (ounces) 50,000 50,000 50,000 -- -- 150,000 (1.7) (1.6)
(US$/ounce) 270.00 270.00 270.00 -- -- 270.00
--------------------------------------------------------------------------------------------------------------------------
Subtotal (ounces) 220,000 -- 29,200 79,200 79,200 316,800 724,400
--------------------------------------------------------------------------------------------------------------------------
Calls:
Sold (ounces) 712,700 665,092 628,972 425,528 212,056 887,956 3,532,304 (53.7) (55.0)
(US$/ounce) 336.39 338.72 342.44 344.19 365.58 356.06 346.55
--------------------------------------------------------------------------------------------------------------------------
Bought (ounces) 60,000 240,000 280,000 60,000 173,000 173,000 986,000 5.4 6.5
(US$/ounce) 380.00 429.13 444.43 380.00 418.44 418.42 423.74
--------------------------------------------------------------------------------------------------------------------------
Subtotal (ounces) 652,700 425,092 348,972 365,528 39,056 714,956 2,546,304
--------------------------------------------------------------------------------------------------------------------------
Convertible Structures:
Put Protection (ounces) -- -- -- -- 100,000 650,000 750,000 10.5 22.4
(US$/ounce) -- -- -- -- 400.77 400.77 400.77
--------------------------------------------------------------------------------------------------------------------------
Forward
Commitment (ounces) -- -- -- -- 200,000 839,000 1,039,000
(US$/ounce) -- -- -- -- 400.77 400.76 400.76
--------------------------------------------------------------------------------------------------------------------------
Call Commitment
(ounces) -- -- -- -- -- 252,000 252,000
(US$/ounce) -- -- -- -- -- 400.78 400.78
--------------------------------------------------------------------------------------------------------------------------
Lease Rate ounces due 2,085 -- -- -- -- -- 2,085
--------------------------------------------------------------------------------------------------------------------------
Summary:
Protected (ounces) 825,415 718,746 559,196 544,196 427,200 2,061,800 5,136,553
--------------------------------------------------------------------------------------------------------------------------
Committed (ounces) 1,258,115 1,143,838 878,968 830,524 487,056 2,900,956 7,499,457
--------------------------------------------------------------------------------------------------------------------------
Lease Rate Swap
notional (ounces) 4,981,625 5,044,125 4,466,400 3,765,200 3,089,400 2,470,735 4,981,625 (42.0) (61.0)
--------------------------------------------------------------------------------------------------------------------------
Expected gold production (excluding Geita Production for the period of
the project finance i.e. 2002-2007 12,295,000
--------------------------------------------------------------------------------------------------------------------------
Total committed ounces as a percentage of total expected production excluding Geita Production for
the period of the project finance ie 2002-2007) 61% 75%
--------------------------------------------------------------------------------------------------------------------------
Total committed ounces as a percentage of total proven and probable reserves (excluding Geita
Production for the period of the project finance i.e. 2002-2007) 41% 47%
--------------------------------------------------------------------------------------------------------------------------
NOTES:
`Protected Ounces' - Protected ounces include net bought put options plus
forward sales.
`Committed Ounces' - Committed ounces include net call options sold plus
forward sales (there is thus some overlap between the figures for
`protected' and `committed' ounces). Convertible structures in the
hedgebook are represented as either protection and/or commitments as
defined above.
109
Details of Hedging Contracts outstanding at December 31, 2001
Forward Sales:
Forward sales contracts are entered into to lock in the future price of
gold for the anticipated sale of the Company's production. Since the Company is
exposed to the risk of fluctuations in the future price of gold, forward sales
contracts are employed as part of the Company's hedging strategy to minimise the
risk of future gold prices falling. A total of 3.66 million ounces have been
sold forward at an average price of US$348 per ounce.
Put Options:
Ashanti has purchased 874,400 ounces of put options that give Ashanti
the right, but not the obligation, to sell gold at certain strike prices. The
average strike price is US$368 per ounce. Ashanti has also sold 150,000 ounces
of put options at an average strike price of US$270 per ounce.
Call Options:
Ashanti has sold 3.53 million ounces of call options at an average
strike price of US$347 per ounce. As a partial offset, Ashanti has bought
986,000 ounces of call options at an average strike price of US$424 per ounce
which start maturing in 2002.
Convertible Structures:
The portfolio contains two types of convertible structures:
1. Ashanti owns 300,000 ounces of put options for the period March 2006 to
December 2008 with strike prices of US$401 per ounce. Each option has a
conversion level and a strip of conversion dates associated with it. If
the conversion occurs the put options convert into 589,000 ounces of
forward sales at the same strike price.
2. Ashanti owns 450,000 ounces of put options for the period March 2009 to
December 2013 with strike prices of US$401 per ounce. Each option has a
conversion level and a strip of conversion dates associated with it. If
the conversion occurs each put option converts into 1 ounce of forward
sales and 0.56 ounces of (sold) call options.
The average conversion level for convertibles 1 and 2 is US$363 per
ounce.
The hedge table breaks the above structures into protected and
committed ounces. The "Put Protection" represents the amount of ounces that may
be sold should gold continue trading at current levels. Under certain conditions
(given above) these puts may cease to exist and may be replaced by forward sales
and/or calls sold ("Forward Commitment" and "Call Commitment").
Gold Lease Rate Swaps:
A Gold Lease Rate Swap is a contract whereby Ashanti and its
counterparty select a notional amount of gold, and thereafter over the life of
the contract one party pays a fixed lease rate based on that amount of gold and
the other party pays a floating lease rate based on the same amount of gold.
Lease rate swaps are entered into in conjunction with forward sales
contracts to hedge the anticipated sales of the Company's gold production. The
forward price for gold is derived, in part, from the current spot rates plus a
premium derived from LIBOR-based interest rates less the fixed gold lease rates
for a term consistent with the term of the forward contract. Lease rate swaps
alter the fixed gold lease rate in the gold forward price to a floating gold
lease rate. The combination of a lease rate swap and a forward contract creates
a forward contract with a floating forward rate that adjusts for changes in the
short term gold lease rates.
As of December 31, 2001, a maximum of approximately 5.0 million ounces
of Ashanti's hedged production will be exposed to the floating one, three and
six month lease rate at any one time.
110
The lease rate swaps can be broken down into the following types (under
all of these contracts Ashanti receives a certain lease rate income, which can
be regarded as compensation for the lease rate exposure that Ashanti takes on).
Fixed Rate Volume
Description (%) (ounces)
---------------------------------------------------------------------------------------------------
Ashanti pays a monthly floating rate and receives a monthly fixed rate
of 2.00% 2.00 25,625
---------------------------------------------------------------------------------------------------
Ashanti pays a semi-annual floating rate and receives a semi-annual
fixed rate of 1.90% 1.90 1,546,000
---------------------------------------------------------------------------------------------------
Ashanti pays a quarterly floating rate and receives a quarterly fixed rate
of 1.80%.The fixed amount of ounces is converted to dollars at a fixed
spot price of US$300 1.80 1,920,000
---------------------------------------------------------------------------------------------------
Ashanti pays a quarterly floating rate and receives a fixed amount of
dollars at maturity. The quarterly amount is rolled until maturity of
each forward contract. The fixed amount for each contract is calculated
using the formula: Volume*YearsToMaturity*302*2.00%. The next
rate set is in 2002. 2.00 920,000
---------------------------------------------------------------------------------------------------
Ashanti pays a quarterly floating rate and receives a fixed rate of 1.75%. 1.75 880,000
---------------------------------------------------------------------------------------------------
Total 5,291,625
---------------------------------------------------------------------------------------------------
Mark-to-Market Valuations
On December 31, 2001, the portfolio had a positive mark-to-market value
of US$88.8 million. This valuation was based on a spot price of US$277 per ounce
and the then prevailing applicable US interest rates, gold forward rates,
volatilities and guidelines provided by the Risk Management Committee. The delta
at that time was 6 million ounces. This implies that a US$1 increase in the
price of gold would have a US$6 million negative impact (approximate) on the
mark-to-market valuation of the hedge book. Movements in US interest rates, gold
lease rates, volatilities and time will also have a sizeable impact on the
mark-to-market. All these variables can change significantly over short time
periods and can consequently materially affect the mark-to-market valuation.
The approximate breakdown by type of the mark-to-market valuation at
December 31, 2001 and 2000 was as follows:
2001(1) 2000(2)
US$m US$m
-------------------------------------------------------
Forward contracts 117.6 93.3
European Put options (net bought) 51.0 22.9
European Call options (net sold) (48.3) (48.5)
Convertible structures 10.5 22.4
Lease rate swaps (42.0) (61.0)
-------------------------------------------------------
88.8 29.1
-------------------------------------------------------
(1) Under US GAAP, following the implementation of SFAS 133 during 2001,
these instruments are all marked-to-market and reported at fair market
value. The related net unrealised gains or losses are reported as a
component of net income, except for the transitional adjustment at
January 1, 2001, which is reported as Other Accumulated Comprehensive
Income.
(2) Under US GAAP, prior to the implementation of SFAS 133, forward
contracts and lease rate swaps were designated as hedging instruments
as the Company utilised them to manage the Company's exposure to the
risks associated with fluctuations in the price of gold. Gains and
losses on these instruments were recognised as income when the
underlying hedged gold sales were recorded. All other instruments were
not designated as hedging instruments and, accordingly were
marked-to-market and reported at fair market value with the net
unrealised gains or losses reported as a component of net income.
111
Hedge Book Sensitivities
All of the projections set out below are forward looking statements and
have been prepared to provide supplementary information, based on the
assumptions and sensitivities set out below and the hedge book as at December
31, 2001. Accordingly, the actual realised prices, cash flows, mark-to-market
values and portfolio sensitivities could differ materially from those set out
below as a result of a number of factors including change in market conditions
and active management of the hedge book. The following information is not
intended to comply with the requirements set forth in Item 11 of Form 20-F,
Quantitative and Qualitative Disclosures About Market Risk.
Projected Realised Prices
The following summary table shows, as at December 31, 2001, the ounces
delivered and average prices at the assumed spot price indicated. A quarterly
lease rate of 2 per cent is assumed throughout.
Ounces Average Price
delivered US$ per
Spot Price million Ounce
---------------------------------------------------
US$250 5.2 359
US$300 5.4 353
US$350 7.1 349
US$400 8.1 348
The number of ounces delivered in this table indicates how many ounces
Ashanti would sell through forward sales, as well as calls and puts, bought and
sold, which would be exercised under the various assumed spot prices. The
effects of all lease rate swap rate-sets have been included in the average
price.
Mark-to-Market Projections
The following table shows projected mark-to-markets of the portfolio
for specified dates at specified spot gold prices. These mark-to-markets are
calculated based on current market conditions using mid-rates and no volatility
skew for options is assumed. Note also that there is one lease rate swap that is
not paid out immediately but is paid out in line with forward sales - for this a
fixing rate of 2 per cent is assumed. All amounts are in US$ millions.
Spot US$250/oz US$275/oz US$300/oz US$325/oz US$350/oz US$375/oz US$400/oz
---------------------------------------------------------------------------------------------------------------
Dec 02 247.79 129.51 4.04 (130.08) (273.01) (422.35) (575.38)
Dec 03 225.62 128.97 27.58 (80.00) (194.80) (316.96) (442.75)
Dec 04 206.17 125.96 42.97 (43.96) (135.43) (234.45) (336.24)
Dec 05 185.01 119.56 52.23 (17.55) (90.03) (169.17) (251.71)
Dec 06 166.00 112.03 56.70 (0.66) (60.63) (127.08) (197.58)
Dec 07 147.77 103.47 58.44 12.21 (35.80) (88.93) (146.55)
Dec 08 121.49 86.93 52.00 16.52 (19.71) (59.41) (103.07)
Dec 09 93.10 67.65 41.94 15.88 (10.62) (39.56) (73.08)
Dec 10 63.90 46.67 29.24 11.55 (6.47) (26.01) (50.30)
Dec 11 41.06 30.21 19.22 7.98 (3.55) (15.71) (30.82)
Dec 12 17.35 12.51 7.61 2.57 (2.73) (8.33) (14.97)
Dec 13 -- -- -- -- -- -- --
Cash Flow Projections
The following table shows a breakdown of the cash flows that would be
received or paid under specified spot and lease rate assumptions. The specified
lease rates are used for all resets, i.e. one month, three month and six month.
The specified spot price is used to cash-settle all contracts. All amounts are
in US$ millions.
112
US$250/oz US$275/oz US$300/oz
Spot Lease Rate 1% 2% 3% 1% 2% 3% 1% 2% 3%
-----------------------------------------------------------------------------------------------------------
2002 83.79 79.33 74.88 62.73 57.84 52.94 40.68 35.34 30.00
2003 87.55 76.81 66.06 69.33 57.51 45.69 50.11 37.22 24.32
2004 74.57 64.80 55.02 60.32 49.57 38.82 45.07 33.34 21.61
2005 66.55 57.99 49.44 52.91 43.50 34.10 39.27 29.01 18.75
2006 56.96 49.69 42.41 46.22 38.22 30.22 35.48 26.75 18.03
2007 49.37 43.17 36.97 40.05 33.23 26.41 30.73 23.29 15.85
2008 50.55 45.22 39.90 40.83 34.98 29.12 31.12 24.73 18.35
2009 46.23 41.72 37.20 37.12 32.15 27.18 28.00 22.58 17.16
2010 41.88 37.84 33.81 33.73 29.30 24.86 25.59 20.75 15.92
2011 31.20 27.47 23.74 24.98 20.88 16.87 18.77 14.30 9.82
2012 28.90 25.34 21.77 23.14 19.22 15.30 17.38 13.10 8.82
2013 20.91 17.43 13.96 16.34 12.52 8.70 11.78 7.61 3.44
-----------------------------------------------------------------------------------------------------------
Total 638.46 566.81 495.16 507.70 428.92 350.21 373.98 288.02 202.07
-----------------------------------------------------------------------------------------------------------
US$325/oz US$350/oz
Spot Lease Rate 1% 2% 3% 1% 2% 3%
-----------------------------------------------------------------------------------------------
2002 17.88 12.09 6.31 (12.83) (19.06) (25.29)
2003 28.93 14.96 0.99 1.81 (13.23) (28.28)
2004 28.56 15.85 3.15 7.46 (6.23) (19.91)
2005 25.63 14.52 3.40 7.16 (4.81) (16.78)
2006 24.74 15.28 5.83 13.75 3.57 (6.61)
2007 21.41 13.35 5.29 11.06 2.38 (6.30)
2008 21.41 14.49 7.57 10.99 3.54 (3.92)
2009 18.88 13.01 7.13 9.76 3.43 (2.89)
2010 17.45 12.21 6.97 9.31 3.67 (1.98)
2011 12.55 7.71 2.86 6.34 1.12 (4.10)
2012 11.62 6.98 2.35 5.86 0.86 (4.13)
2013 7.22 2.70 (1.82) 2.66 (2.21) (7.08)
-----------------------------------------------------------------------------------------------
Total 236.28 143.15 50.03 73.33 (26.97) (127.27)
-----------------------------------------------------------------------------------------------
US$375/oz US$400/oz
Spot Lease Rate 1% 2% 3% 1% 2% 3%
-----------------------------------------------------------------------------------------------
2002 (47.40) (54.07) (60.75) (80.57) (87.69) (94.81)
2003 (30.63) (46.75) (62.87) (64.02) (81.22) (98.41)
2004 (21.15) (35.82) (50.48) (49.15) (64.79) (80.43)
2005 (14.75) (27.58) (40.40) (36.05) (49.73) (63.41)
2006 3.64 (7.27) (18.18) (12.13) (23.76) (35.40)
2007 1.38 (7.92) (17.22) (14.73) (24.65) (34.57)
2008 1.05 (6.94) (14.92) (15.58) (24.10) (32.61)
2009 (0.77) (7.55) (14.32) (10.32) (17.54) (24.77)
2010 (0.24) (6.29) (12.34) (8.02) (14.47) (20.92)
2011 (1.29) (6.88) (12.47) (8.92) (14.88) (20.84)
2012 (1.32) (6.67) (12.01) (8.49) (14.20) (19.90)
2013 (3.32) (8.53) (13.75) (9.30) (14.86) (20.42)
-----------------------------------------------------------------------------------------------
Total (114.80) (222.27) (329.71) (317.28) (431.89) (546.49)
-----------------------------------------------------------------------------------------------
113
Portfolio Sensitivities
The following table shows the sensitivity of the portfolio to certain
market rate movements as at December 31, 2001. A description of each sensitivity
is given below.
Delta (6.0) (Ounces million)
Gold Rho 0.9 (US$ million)
US Rho (17.6) (US$ million)
Gold Vega (3.9) (US$ million)
Theta (per day) 0.4 (US$ million)
Delta The delta shows the gold ounces that Ashanti would have to buy to
neutralise the Hedge Book position. The delta could also be
interpreted as the change in mark-to- market for a US$1 move in
the spot gold price, i.e. a US$1 increase in spot would reduce the
mark-to-market by US$6.0 million.
Gold Rho The gold rho figure shows the change in mark-to-market for a 25
basis point parallel shift in the gold interest rate curve, i.e. a
0.25 per cent rise in gold interest rate across the gold curve
would increase the mark-to-market by US$0.9 million.
US Rho The US rho figure shows the change in the mark-to-market for a 25
basis point parallel shift in US interest rates, i.e. a 0.25 per
cent rise in US interest rates across the US interest rate curve
would decrease the mark-to-market by US$17.6 million.
Gold Vega The Gold vega figure shows the change in mark-to-market for a 1 per
cent parallel shift in the gold volatility curve, i.e. a 1 per cent
rise in the gold volatility curve would decrease the mark-to-market
by US$3.9 million.
Theta The theta figure shows the change in mark-to-market owing to the
passing of one day, with everything else remaining constant, i.e.
if all market parameters stay the same, the mark-to-market would
increase by US$0.4 million for the next day.
Geita Hedging
The table below shows Ashanti's portion of hedging commitments for
Geita as at December 31, 2001. The table represents half of Geita's hedge
commitments.
2002 2003 2004 2005 2006 2007 Total
--------------------------------------------------------------------------------------------------------------------------
Forward Sales (ounces) 225,350 238,681 195,558 125,744 94,576 120,938 1,000,847
(US$/ounce) 282.07 285.78 288.53 294.33 296.05 298.49 289.06
--------------------------------------------------------------------------------------------------------------------------
Puts: Bought (ounces) 25,170 26,735 25,586 24,350 18,115 23,390 143,346
(US$/ounce) 291.03 291.19 291.29 291.19 291.03 291.66 291.23
--------------------------------------------------------------------------------------------------------------------------
Summary:
Protected (ounces) 250,520 265,416 221,144 150,094 112,691 144,328 1,144,193
Committed (ounces) 225,350 238,681 195,558 125,744 94,576 120,938 1,000,847
--------------------------------------------------------------------------------------------------------------------------
Total committed ounces as a percentage of total forecast production 60%
--------------------------------------------------------------------------------------------------------------------------
Lease Rate Swap 233,316 200,964 156,301 116,774 76,301 41,420 233,316
--------------------------------------------------------------------------------------------------------------------------
Mark-to-Market Valuation
On December 31, 2001 the Geita portfolio had a negative mark-to-market
value of US$4.7 million (Ashanti's portion: US$2.4 million). This valuation was
based on a spot price of US$277 and the then prevailing US interest rates, gold
forward rates, volatilities and guidelines provided by the Risk Management
Committee.
114
Hedge Book Restructuring
The following table sets out the Ashanti Group's hedge portfolio as at
April 22, 2002 (a date following all Hedge Counterparties having signed the
Interim Margin Free Agreement and following restructurings on the hedge book
since December 31, 2001) and excluding the hedge portfolio relating to the
Geita Mine:
Fair value
(US$
2002 2003 2004 2005 Thereafter Totals million)
----------------------------------------------------------------------------------------------------------------------------
Forward Sales (ounces) 485,622 748,742 529,992 520,996 1,397,000 3,682,352
(US$/ounce) 330.48 348.55 352.35 347.24 342.85 344.37 17.2
----------------------------------------------------------------------------------------------------------------------------
Puts (ounces) 232,500 50,000 111,200 111,200 1,210,000 1,714,900 65.2
- Bought (US$/ounce) 343.79 354.00 369.59 369.59 390.47 380.37
----------------------------------------------------------------------------------------------------------------------------
Calls (ounces) 651,290 665,092 628,972 425,528 2,391,012 4,761,894 (129.1)
- Sold (US$/ounce) 325.85 335.74 339.29 344.19 382.53 359.11
----------------------------------------------------------------------------------------------------------------------------
Calls (ounces) 45,000 240,000 280,000 60,000 345,992 970,992 8.7
- Bought (US$/ounce) 380.00 429.13 444.43 380.00 418.44 424.42
----------------------------------------------------------------------------------------------------------------------------
Net Sold Calls 606,290 425,092 348,972 365,528 2,045,020 3,790,902 (120.4)
----------------------------------------------------------------------------------------------------------------------------
Summary:
----------------------------------------------------------------------------------------------------------------------------
Summary
- Protected (ounces) 716,259 798,742 641,192 632,196 2,607,000 5,395,389
- Committed (ounces) 1,090,049 1,173,834 878,964 886,524 3,442,020 7,471,391
----------------------------------------------------------------------------------------------------------------------------
(notional-
Lease Rate Swaps ounces) 3,319,750 4,263,125 3,908,400 3,487,200 2,925,400 (36.7)
----------------------------------------------------------------------------------------------------------------------------
Lease Rate Ounces Due (ounces) 1,863 1,863
----------------------------------------------------------------------------------------------------------------------------
Currency Risk
The Company earns all of its revenue in US dollars with the majority of
its costs including capital expenditure based in US dollars. The Company has
some local denominated costs principally in Ghana, Guinea, Tanzania and
Zimbabwe. Although these countries have recently experienced high inflation,
this has been offset by the devaluation of the respective currencies against the
US dollar. Movements in exchange rates should therefore not have any significant
impact on earnings.
The Company's total borrowings at December 31, 2001 (excluding the 50%
share of the US$124.3 million Geita Project Finance Loan) were US$325.9 million,
which was predominately US$ dollar denominated. An analysis of the maturity of
the borrowings is set out in Note 19 to the Financial Statements. Cash at
December 31, 2001 totalled US$55.2 million, of which approximately US$52 million
was US dollar denominated. Cash is held in other currencies for local payments,
principally in Ghana, Guinea, Tanzania and Zimbabwe.
The Company's reporting currency is the US dollar. In all locations in
which the Company operates, including Ghana, Guinea, Tanzania and Zimbabwe,
substantially all revenues are billed in US dollars and predominantly all
expenses are incurred in or indexed to the US dollar.
The table below provides an analysis between US dollars and other
currencies of revenues and expenses together with borrowings and cash as at and
for the year ended December 31, 2001:
Other
US Dollar Currencies
---------------------------------------------------
% of revenues 100% --
% of expenditures 80% 20%
% of borrowings 99% 1%
% of cash 95% 5%
---------------------------------------------------
The Company settles expenses in local currencies through the conversion
of US dollar revenues into such local currencies. In several countries in which
the Company operates, existing
115
mining agreements mandate the remittance by the Company of certain revenues back
to the country of operation for conversion into the local currency. Once
converted, these funds are used to settle, in local currency, certain
expenditures which are primarily wages; such wages are, however, generally
indexed to the US dollar.
Although the countries in which the Company operates, i.e. Ghana,
Guinea, Tanzania and Zimbabwe, have experienced high rates of inflation in
recent years, the impact of this has been mitigated by the devaluation of the
respective currencies against the US dollar. The Company does not currently
enter into forward exchange contracts because it believes its exchange risk to
the US dollar is minimal.
Interest Rate Risk
Ashanti principally borrows and invests cash at floating rates of
interest, although in 1996 the Company raised US$250 million by the issue of the
Existing Notes at a fixed rate of interest of 5.5%. The Company does not
currently use interest rate swaps.
Based on the Company's net debt position at December 31, 2001, the
effect on earnings of a 1% change in US dollar LIBOR interest rates would result
in a decrease or increase in profit/(loss) attributable to shareholders of
approximately US$2.7 million per annum.
The following table analyses borrowings and cash by maturity and
interest rate types as at December 31, 2001:
Fixed Rate Floating Rate Total
US$ million US$ million US$ million
-----------------------------------------------------------------------
Borrowings 218.6 107.3 325.9
Repayments falling due:
Between one and two years 218.6 49.1 267.7
Between two and five years -- 31.9 31.9
After five years -- 1.0 1.0
-----------------------------------------------------------------------
After more than one year 218.6 82.0 300.6
Within one year -- 25.3 25.3
-----------------------------------------------------------------------
Gross debt 218.6 107.3 325.9
Cash -- -- (55.2)
-----------------------------------------------------------------------
Net debt 270.7
=======================================================================
The weighted average interest rate of the Company's borrowings at
December 31, 2001 was 5.09% based on a six-month LIBOR of approximately 2%.
Item 12. Description of Securities Other than Equity Securities
Not applicable.
116
Part II
Item 13. Defaults, Dividend Arrearages and Delinquencies
Not applicable.
Item 14. Material Modifications to the Rights of Security Holders and Use of
Proceeds
Not applicable.
Item 15. [Reserved]
Item 16. [Reserved]
Part III
Item 17. Financial Statements
The registrant has responded to Item 18 in lieu of responding to this item.
Item 18. Financial Statements
The following financial statements, together with the report of Deloitte &
Touche, are filed as part of this Annual Report.
Profit and Loss Accounts for the year to December 31, 2001, December 31,
2000 and December 31, 1999.
Balance Sheets as at December 31, 2001 and December 31, 2000.
Cash Flow Statements for the year to December 31, 2001, December 31, 2000,
and December 31, 1999.
Reconciliation of Movements in Shareholders' Funds for the year to December
31, 2001, December 31, 2000 and December 31, 1999.
Notes to the Financial Statements.
Item 19. Exhibits
1.1 Regulations of the Registrant(1).
2.1 Form of Deposit Agreement among the Registrant, The Bank of New York, as
depositary, and owners and beneficial owners from time to time of GDRs
issued thereunder(1).
2.2 Indenture dated March 5, 1996 from the Registrant to Bank of New York in
respect of 5 1/2% Exchangeable Notes issued by Ashanti Capital
Limited(1).
2.3 Agreement for a US$200 million 5 year revolving credit facility dated
June 28, 2002(2).
4.1 The Existing MFTL dated December 15, 2000, the Interim Margin Free
Agreements dated March 18, 2002 and the New MFTL dated August 15, 2002
between the Registrant and its Hedge Counterparties(2).
4.2 Obuasi Mining Lease dated March 14, 1994(1).
4.3 Geita Mining Lease dated June 24, 1999(1).
4.4 Replacement Technical Services Agreement dated March 14, 1994, between
the Registrant and Lonmin Plc, as amended by letter dated December 1,
1995(1).
4.5 Transaction Agreement between Registrant, AngloGold Limited and
AngloGold Geita Limited dated June 23, 2000 and the Amendment Agreement
dated November 30, 2000(1).
4.6 Joint Venture Agreement between Registrant, AngloGold Limited and
AngloGold Geita Limited dated December 15, 2000(1).
117
4.7 Amended Warrant Deed Poll(1).
4.8 MENs Deed Poll between the Registrant and Ashanti Capital (Second)
Limited dated June 27, 2002(2).
4.9 Lonmin MENs Subscription Agreement between the Registrant, Ashanti
Capital (Second) Limited and Lonmin plc dated June 28, 2002(2).
4.10 Government of Ghana MENs Subscription Agreement between the Registrant,
Ashanti Capital (Second) Limited, Lonmin plc and the Republic of Ghana
dated June 28, 2002(2).
4.11 Rules of the Bonus Co-Investment Plan(1).
4.12 Rules of the Performance Share Plan(1).
4.13 Rules of the AGC Senior Management Share Option Scheme (as amended)(1).
4.14 Rules of the AGC Employee Share Scheme (as amended for Awards made on or
after April 25, 2001)(1).
4.15 Rules of the Ashanti Long-Term Performance Plan(1).
8.16 List of Principal Subsidiaries of the Registrant(1).
------------
(1) Incorporated by reference to the Annual Report on Form 20-F for the year
ended December 31, 2000.
(2) Incorporated by reference to the Annual Report on Form 20-F for the year
ended December 31, 2001, filed September 24, 2001.
118
ASHANTI GOLDFIELDS COMPANY LIMITED
INDEPENDENT AUDITORS' REPORT
To the Board of Directors and Shareholders of Ashanti Goldfields Company
Limited, Accra, Ghana.
We have audited the accompanying consolidated balance sheets of Ashanti
Goldfields Company Limited as of December 31, 2001 and 2000, and the related
consolidated profit and loss accounts, cash flow statements and the
reconciliation of movements in shareholders' funds for each of the three years
in the period ended December 31, 2001. These consolidated financial statements
are the responsibility of the Company's directors. Our responsibility is to
express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally
accepted in the United Kingdom and United States of America. Those standards
require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall financial statements presentation. We believe that our
audits provide a reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all
material respects, the financial position of the Company as of December 31, 2001
and 2000, and the results of its operations and its cash flows for each of the
three years in the period ended December 31, 2001, in conformity with accounting
principles generally accepted in the United Kingdom.
Accounting principles generally accepted in the United Kingdom vary in
certain respects from accounting principles generally accepted in the United
States of America. The application of the latter would have affected the
determination of profit/loss attributable to shareholders for each of the three
years in the period ended December 31, 2001 and the determination of
shareholders' equity at December 31, 2001 and 2000 to the extent summarized in
Note 31.
Deloitte & Touche
Accra, Ghana
June 28, 2002
F-1
Profit and Loss Accounts
For the year ended December 31
2001
Interest in
2001 joint 2001
Group venture(1) Total 2000 1999
Note US$m US$m US$m US$m US$m
--------------------------------------------------------------------------------------------------------------------
Revenue 2 477.7 76.7 554.4 582.2 582.1
--------------------------------------------------------------------------------------------------------------------
Operating costs (276.3) (38.9) (315.2) (324.3) (319.8)
Other costs (31.7) (2.8) (34.5) (40.3) (38.9)
Exceptional operating costs 3 -- -- -- (215.2) (79.1)
Royalties (10.8) (2.2) (13.0) (13.7) (12.2)
Depreciation and amortisation 4 (82.3) (12.6) (94.9) (114.8) (114.9)
--------------------------------------------------------------------------------------------------------------------
Total costs (401.1) (56.5) (457.6) (708.3) (564.9)
--------------------------------------------------------------------------------------------------------------------
Operating profit/(loss) 4 76.6 20.2 96.8 (126.1) 17.2
Exceptional provision for loss on
disposal of fixed assets 5 -- -- (171.1)
Net profit on sale of businesses 6 -- 46.6 0.2
--------------------------------------------------------------------------------------------------------------------
Profit/(loss) on ordinary activities
before interest 96.8 (79.5) (153.7)
Net interest payable: group 8 (21.6) (51.3) (29.9)
joint venture 8 (7.8) -- --
--------------------------------------------------------------------------------------------------------------------
Profit/(loss) on ordinary activities
before taxation 67.4 (130.8) (183.6)
Taxation 9 (6.8) (8.8) (2.7)
--------------------------------------------------------------------------------------------------------------------
Profit/(loss) on ordinary activities
after taxation 60.6 (139.6) (186.3)
Equity minority interests 2.1 (1.5) 2.4
--------------------------------------------------------------------------------------------------------------------
Profit/(loss) attributable to
shareholders 62.7 (141.1) (183.9)
Dividend 10 -- -- --
--------------------------------------------------------------------------------------------------------------------
Retained profit/(loss) for the year 24 62.7 (141.1) (183.9)
--------------------------------------------------------------------------------------------------------------------
Earnings/(loss) per share (US$) 11 0.56 (1.25) (1.64)
Diluted earnings/(loss) per share (US$) 11 0.55 (1.79) (1.76)
--------------------------------------------------------------------------------------------------------------------
(1) The separate presentation of Interest in joint venture for 2001 is
required in accordance with accounting principles generally accepted in
the United Kingdom. There was no such interest requiring separate
presentation in 2000 and 1999.
See notes to the financial statements
F-2
Balance Sheets
As at December 31
2001 2000
Note US$m US$m
--------------------------------------------------------------------------------------------------
Fixed assets
Intangible assets 12 18.8 21.5
Tangible fixed assets 13 612.9 645.8
Investments - Geita joint venture 14 81.7 69.3
- Share of gross assets and goodwill 190.2 179.0
- Share of gross liabilities (108.5) (109.7)
- Loans to joint venture and other investments 14 32.6 32.6
--------------------------------------------------------------------------------------------------
746.0 769.2
--------------------------------------------------------------------------------------------------
Current assets
Stocks 15 73.5 77.8
Debtors 16 16.1 15.6
Cash and liquid resources 17 55.2 73.6
--------------------------------------------------------------------------------------------------
144.8 167.0
--------------------------------------------------------------------------------------------------
Creditors: amounts falling due within one year
Creditors 18 (155.0) (169.0)
Borrowings 19 (25.3) (7.2)
--------------------------------------------------------------------------------------------------
(180.3) (176.2)
--------------------------------------------------------------------------------------------------
Net current liabilities (35.5) (9.2)
Total assets less current liabilities 710.5 760.0
Creditors: amounts falling due over one year
Creditors 18 (49.8) (98.2)
Borrowings 19 (300.6) (358.5)
Provision for liabilities and charges 21 (19.8) (24.5)
--------------------------------------------------------------------------------------------------
340.3 278.8
==================================================================================================
Capital and reserves
Stated capital 22 545.2 544.3
Reserves 24 (206.9) (269.6)
--------------------------------------------------------------------------------------------------
Equity shareholders' funds 338.3 274.7
Equity minority interests 2.0 4.1
--------------------------------------------------------------------------------------------------
340.3 278.8
==================================================================================================
See notes to the financial statements
F-3
Cash Flow Statements
For the year ended December 31
2001 2000 1999
Note US$m US$m US$m
--------------------------------------------------------------------------------------------------------
Cash flow from operating activities 26 95.4 149.4 120.3
--------------------------------------------------------------------------------------------------------
Returns on investments and servicing of finance
Interest received 2.0 4.7 4.5
Interest paid (24.4) (61.1) (33.3)
--------------------------------------------------------------------------------------------------------
Net cash outflow from returns on investments
and servicing of finance (22.4) (56.4) (28.8)
--------------------------------------------------------------------------------------------------------
Taxation
Corporate tax paid (2.9) (5.8) (3.4)
--------------------------------------------------------------------------------------------------------
Capital expenditure and financial investment
Purchase of tangible fixed assets (49.6) (145.6) (189.0)
Sale of tangible fixed assets -- 0.9 --
Purchase of investments -- (1.5) --
--------------------------------------------------------------------------------------------------------
Net cash outflow from capital expenditure
and financial investment (49.6) (146.2) (189.0)
Acquisitions 25 -- (0.5) --
Disposals 25 -- 230.8 7.4
Equity dividends paid -- -- (7.5)
--------------------------------------------------------------------------------------------------------
Cash inflow/(outflow) before use of liquid
resources and financing 20.5 171.3 (101.0)
Management of liquid resources 9.7 13.3 11.3
--------------------------------------------------------------------------------------------------------
Cash inflow/(outflow) before financing 30.2 184.6 (89.7)
Financing 27 (40.6) (186.3) 74.5
--------------------------------------------------------------------------------------------------------
Decrease in cash (10.4) (1.7) (15.2)
========================================================================================================
Reconciliation of net cash flow to movement in net debt
Decrease in cash (10.4) (1.7) (15.2)
Decrease in liquid resources (9.7) (13.3) (11.3)
========================================================================================================
(20.1) (15.0) (26.5)
Cash outflow/(inflow) from financing 40.6 186.3 (74.5)
Other non-cash movements 28 0.9 29.5 (14.5)
--------------------------------------------------------------------------------------------------------
Movement in net debt 21.4 200.8 (115.5)
Net debt at January 1 (292.1) (492.9) (377.4)
--------------------------------------------------------------------------------------------------------
Net debt at December 31 28 (270.7) (292.1) (492.9)
========================================================================================================
See notes to the financial statements
F-4
Reconciliation of Movements in Shareholders' Funds
For the year ended December 31
2001 2000 1999
US$m US$m US$m
---------------------------------------------------------------------------------------------
Profit/(loss) for the year 62.7 (141.1) (183.9)
Dividend -- -- --
---------------------------------------------------------------------------------------------
62.7 (141.1) (183.9)
New share capital issued 0.9 -- 25.7
Goodwill written back on disposal -- 24.6 --
---------------------------------------------------------------------------------------------
63.6 (116.5) (158.2)
Opening shareholders' funds 274.7 391.2 549.4
---------------------------------------------------------------------------------------------
Closing shareholders' funds 338.3 274.7 391.2
=============================================================================================
There are no recognised gains or losses other than as disclosed in the Profit
and Loss Account.
See notes to the financial statements
F-5
1 Summary of significant accounting policies
The principal accounting policies adopted by the Company and used in the
preparation of these financial statements are set out below. The accounting
policies used in preparing the financial statements are consistent with those
used by the Company in its financial statements for the periods ended December
31, 2000 and 1999.
Basis of accounting
The financial statements have been prepared under the historical cost
convention and in accordance with accounting principles generally accepted in
the United Kingdom ("UK GAAP").
Basis of consolidation
The Company's financial statements comprise a consolidation of the results,
assets and liabilities of Ashanti and its subsidiary undertakings and joint
ventures. The results and cash flows of subsidiaries acquired or disposed of
in the year are included in the consolidated profit and loss account and the
consolidated cash flow statement from the date of acquisition or up to the
date of disposal.
Goodwill
Goodwill, arising from the purchase of subsidiary undertakings and interests
in joint ventures represents the excess of the fair value of the purchase
consideration over the fair value of the net assets acquired. Goodwill in
accordance with Financial Reporting Standards ("FRS") 10, Goodwill and
intangible assets, is capitalised and amortised over the life of the
underlying mine assets. Prior to January 1, 1998, goodwill was charged to
reserves in the year of acquisition.
On the subsequent disposal or termination of a previously acquired business,
the profit or loss on disposal or termination is calculated after charging or
crediting the amount of any goodwill previously charged to reserves or
capitalised and not yet charged to the profit and loss account.
Joint ventures
A joint venture is an entity in which the Company holds a long-term interest
and which is jointly controlled by the Company and one or more ventures under
a contractual arrangement. The results of joint ventures are accounted for
using the gross equity method of accounting.
Transactions in other currencies
Monetary assets and liabilities denominated in currencies other than the US
dollar are translated at the rates of exchange ruling at the year end.
Transactions denominated in currencies other than US dollars are translated at
the rates ruling at the dates of the transactions. All translation differences
are taken to the profit and loss account.
Revenue recognition
Sale of bullion is recognised when dore is produced in the gold room. The
proceeds from sales of bullion produced prior to the year end but which have
not been received are included as `gold in transit' within cash balances.
Exploration costs
Exploration costs incurred prior to the establishment of a commercially
minable deposit are charged against profits.
Tangible fixed assets
Tangible fixed assets are recorded at cost less accumulated depreciation,
which includes provision for impairment. Repairs and maintenance expenditures
are charged against profits as incurred. Major improvements and replacements
that extend the useful life of an asset are capitalised.
Once it has been established that a commercially minable deposit exists, mine
development costs, including interest costs, are capitalised as tangible fixed
assets. Mine development costs consist of those expenditures necessary to gain
access to ore bodies prior to production and to extend production in an
existing ore body, including costs of removing overburden, constructing
underground shaft stations, and extending tunnels.
Tangible fixed assets are depreciated as follows:
Development costs, plant and equipment and processing plants are depreciated
over the life of the mine using the unit of production method, or on a
straight-line basis over their estimated useful lives if shorter. Under the
unit of production method, the Company estimates the amortisation rate based
on actual production over total proven and probable reserves. For mining
operations with both underground and surface mining, amortisation rates are
calculated separately for the respective assets. This rate is then applied to
actual costs incurred to arrive at the amortisation expense for the period.
F-6
Notes to the Financial Statements
Buildings are depreciated on a straight-line basis. Following are the
estimated useful lives of assets that are depreciated using the straight-line
basis:
Externally purchased software 3 years
Vehicles 5 years
Plant and equipment 5 to 15 years
Buildings up to 30 years
Estimated useful lives are reviewed on an annual basis in conjunction with the
life-of-mine plan. Tangible fixed assets are reviewed for impairment if events
or changes in circumstances indicate that the carrying amount may not be
recoverable. At such time, in accordance with FRS 11, Impairment of fixed
assets and goodwill ("FRS 11") the recoverable amount, that is the value in
use of the asset or its disposal value, if higher, is compared to the carrying
value of the income generating unit and an impairment charge is recorded if
necessary. The Company considers hedging gains and losses in calculating the
net present value of expected future cash flows for mines, unless there are
any mine-specific issues that render such allocation unreasonable and
unsupportable.
Stocks
Stocks are valued at the lower of cost and net realisable value (which
includes an appropriate proportion of production overheads).
Costs are assigned to stocks on hand by the method most appropriate to each
class of stock with the majority being valued on an average cost basis. Costs
of production include fixed and variable direct costs and an appropriate
portion of fixed overhead expenditure.
Interest and finance costs
Interest is capitalised in respect of mine developments as part of tangible
fixed assets from the time that it has been determined that a commercially
minable deposit exists up to the commencement of production. All other
interest costs are charged against profits as incurred.
Front-end fees, commitment fees and other costs associated with the initial
loan are deferred and amortised over the life of the loan to give a constant
rate of return on the outstanding loan balance.
Derivative financial instruments
The Company uses derivative instruments to hedge its exposures to fluctuations
in gold prices. In order to protect against the impact of falling gold prices,
the Company enters into hedging transactions which provide a minimum price for
production and allow the Company to take advantage of increases in gold
prices. Instruments are accounted for as a hedge when they have been entered
into to manage gold prices and are within limits established by the Board of
Directors.
Hedging transactions are used as part of the Company's protection and
commitment programme. Protected ounces represent future sales of gold for
which the future price of gold has been fixed. Committed ounces represent
future obligations of the Company to deliver gold at an agreed upon maximum
price.
Receipts and payments on interest rate instruments are recognised on an
accruals basis over the life of the instrument. Gains or losses on other
hedging contracts, including premiums receivable and payable on options are
recognised in the profit and loss account as designated production is
delivered. In the case of earlier settlement of hedge contracts, gains or
losses are deferred and brought into income at the originally designated
delivery date.
Deferred taxation
Provision is made for deferred taxation only to the extent that it is probable
that a liability or asset will crystallise in the foreseeable future.
Environmental and site restoration obligations
The expected costs of any committed decommissioning or other site restoration
programmes incurred during the construction phase, discounted at the weighted
average cost of capital, are provided for and capitalised at the beginning of
each project and amortised over the life of the mine using the units of
production method. Additional provisions are recorded during the production
phase as environmental liabilities arise with a corresponding charge to
operating results. Such costs are estimated based on studies performed by
independent environmental specialists and represent management's best current
estimate of amounts that are expected to be incurred when the remediation work
is performed within current laws and regulations or the terms of respective
mining licenses.
F-7
Notes to the Financial Statements
Pre-stripping and stripping costs
Pre-stripping costs are the costs of removing overburden to expose ore after
it has been determined that a commercially minable deposit exists, prior to
the commencement of production. These costs are capitalised as tangible fixed
assets and, upon commencement of production, depreciated using the unit of
production method based on probable and proven reserves.
Stripping costs are costs associated with the removal of waste materials after
gold production has commenced. Over the life of the mine, stripping costs are
deferred when the actual stripping ratio is above the average and then charged
to operations when the actual stripping ratio falls below the average. This
policy results in the smoothing of mine production costs over the life of the
mine, which is a practice unique to the mining industry. The full amount of
deferred stripping costs may not be expensed until the end of the mine.
Stripping costs are assessed for recoverability on an annual basis based on
current factors surrounding the mine and adjustments made to the life of mine
plan. If the recoverable value has fallen below cost, the asset is written
down to its recoverable value. If the actual stripping ratio falls below the
average stripping ratio, a deferred liability is recorded.
Leases
Assets held under finance leases and hire purchase contracts are capitalised
at their fair value on the inception of the leases and depreciated over the
shorter of the period of the lease and the estimated useful economic lives of
the assets. The finance charges are allocated over the period of the lease in
proportion to the capital amount outstanding and are charged to the profit and
loss account.
Operating lease rentals are charged to the profit and loss account in equal
annual amounts over the lease term.
2 Revenue
2001 2000 1999
US$m US$m US$m
----------------------------------------------------------------------------------
Bullion revenue 381.7 485.2 438.1
Gain on hedging transactions 96.0 97.0 143.0
Non-gold mining activities -- -- 1.0
----------------------------------------------------------------------------------
477.7 582.2 582.1
Share of turnover of joint venture 76.7 -- --
----------------------------------------------------------------------------------
554.4 582.2 582.1
==================================================================================
a. During the three-year period ending December 31, 2001 the only loss
recognised in the profit and loss account with respect to hedging
transactions was a US$14.7 million loss that was incurred in 2000.
This loss is included within exceptional operating costs and is disclosed
in Note 3.
F-8
Notes to the Financial Statements
3 Exceptional operating costs
2001 2000 1999
US$m US$m US$m
---------------------------------------------------------------------------------------
Obuasi (note a.)
Redundancy costs -- 3.0 17.0
Pension costs -- 4.0 5.0
Obsolete stock provision -- -- 10.0
Strike related costs -- -- 7.4
---------------------------------------------------------------------------------------
-- 7.0 39.4
Head Office
Legal and professional fees incurred in respect of hedging and
Company funding and restructuring (note b.) -- -- 9.0
Hedge close out (note c.) -- 14.7 --
Ayanfuri
Redundancy costs -- -- 0.7
---------------------------------------------------------------------------------------
-- 21.7 49.1
Tangible fixed assets impairment (note d.) -- 193.5 30.0
=======================================================================================
-- 215.2 79.1
=======================================================================================
a. In conjunction with the review of the life of mine plan at the Obuasi mine, a
provision was made for redundancy costs of US$17.0 million in 1999 and US$3.0
million in 2000 as a result of the decision to close the surface mining
operations, certain treatment plants, and certain low capacity shafts at the
Obuasi mine. Such provision relates to redundancies announced in the second
and fourth quarters of 2,855 employees plus further rationalisation.
A provision of US$5.0 million in 1999 and US$4.0 million in 2000 was made for
the total remaining liability of the Life Pension, a defined benefit scheme
(the "Scheme"). Prior to these dates, the Scheme was accounted for on a cash
basis. In 1999, the provision was calculated based on the Ghanaian Currency
liability existing at that time. In 2000, the Scheme liability was
re-estimated. The increase in the Scheme liability in 2000 reflects the
reintroduction of the US dollar indexing. The Scheme was closed to new
entrants prior to the periods reported in these financial statements.
A provision for obsolete stocks of US$10.0 million was provided for as a
result of the decision to close certain parts of the Obuasi mine, as
described above and costs of US$7.4 million were incurred in relation to a
strike at Obuasi in the second quarter of 1999.
b. Following liquidity problems in 1999, the Company, in conjunction with
certain of its financial advisers and lawyers, sought several long-term
solutions for the Company. The professional costs incurred totalled US$9.0
million and were charged as an exceptional item in 1999.
c. In October 2000 Ashanti agreed as part of its negotiations with its banks and
hedge counterparties during the period leading up to the Geita sale to close
out certain hedge positions resulting in an exceptional loss of US$14.7
million. US$6.9 million of the loss was settled from the proceeds of the
Geita sale and US$7.8 million was rolled up into the Revolving Credit
Facility.
d. A review of the carrying value of fixed assets of the Company was carried out
under FRS 11 by comparing future projected cash flows, discounted at 9.3%,
with net asset value. The discount rate used of 9.3% is the Company's
weighted average cost of capital and represents the Company's estimate of the
rate that the market would expect on an investment of comparable risk. This
resulted in an exceptional charge in 2000 of US$193.5 million (1999: US$30.0
million), comprising US$150.0 million (1999: US$30.0 million) at Obuasi,
US$35.0 million at Freda-Rebecca and US$8.5 million at Kimin.
F-9
Notes to the Financial Statements
4 Operating profit analysis by business area
12 months to December 31, 2001
Idua- Freda- Hedging Explor- Corp.
Obuasi Ayanfuri priem Bibiani Siguiri Rebecca income ation admin.
--------------------------------------------------------------------------------------------------
US$ million
Revenue 143.5 3.1 55.8 68.7 76.6 34.0 96.0 -- --
Operating costs (101.4) (3.8) (44.8) (45.3) (62.2) (22.8) -- (6.5) (21.2)
Royalties (4.3) (0.1) (1.7) (2.1) (2.6) -- -- -- --
--------------------------------------------------------------------------------------------------
Operating cash
flow 37.8 (0.8) 9.3 21.3 11.8 11.2 96.0 (6.5) (21.2)
Depreciation and
amortization (37.5) (0.5) (4.9) (13.8) (18.6) (3.9) -- (1.9) (1.2)
--------------------------------------------------------------------------------------------------
Operating
profit/(loss) 0.3 (1.3) 4.4 7.5 (6.8) 7.3 96.0 (8.4) (22.4)
==================================================================================================
Geita
Group (50%) Total
-------------------------------------------------------
US$ million
Revenue 477.7 76.7 554.4
Operating costs (308.0) (41.7) (349.7)
Royalties (10.8) (2.2) (13.0)
-------------------------------------------------------
Operating cash
flow 158.9 32.8 191.7
Depreciation and
amortization (82.3) (12.6) (94.9)
-------------------------------------------------------
Operating
profit/(loss) 76.6 20.2 96.8
=======================================================
12 months to December 31, 2000
Idua- Freda- Geita Hedging Explor-
Obuasi Ayanfuri priem Bibiani Siguiri Rebecca (100%) income ation
-----------------------------------------------------------------------------------------------------------
US$ million
Revenue 179.5 10.1 53.9 76.6 85.2 31.3 48.6 97.0 --
Operating costs (133.5) (8.9) (43.2) (36.8) (54.8) (22.2) (25.7) -- (14.2)
Royalties (5.4) (0.3) (1.4) (2.3) (2.9) -- (1.4) -- --
-----------------------------------------------------------------------------------------------------------
Operating cash flow 40.6 0.9 9.3 37.5 27.5 9.1 21.5 97.0 (14.2)
Depreciation and amortization (45.6) (4.8) (3.2) (15.6) (19.8) (11.7) (11.6) -- (0.4)
Exceptional operating costs
- Redundancy and pension
costs (7.0) -- -- -- -- -- -- -- --
- Hedge close out -- -- -- -- -- -- -- (14.7) --
- Tangible fixed assets
impairment (150.0) -- -- -- -- (35.0) -- -- (8.5)
-----------------------------------------------------------------------------------------------------------
Operating(loss)/profit (162.0) (3.9) 6.1 21.9 7.7 (37.6) 9.9 82.3 (23.1)
===========================================================================================================
Corp. Non-
admin. gold Total
----------------------------------------------------------
US$ million
Revenue -- -- 582.2
Operating costs (25.3) -- (364.6)
Royalties -- -- (13.7)
----------------------------------------------------------
Operating cash flow (25.3) -- 203.9
Depreciation and amortization (2.1) -- (114.8)
Exceptional operating costs
- Redundancy and pension
costs -- -- (7.0)
- Hedge close out -- -- (14.7)
- Tangible fixed assets
impairment -- -- (193.5)
----------------------------------------------------------
Operating(loss)/profit (27.4) -- (126.1)
==========================================================
12 months to December 31, 1999
Idua- Freda- Geita Hedging
Obuasi Ayanfuri priem Bibani Siguiri Rebecca (100%) income
---------------------------------------------------------------------------------------------------------
US$ million
Revenue 208.3 12.3 45.6 73.2 67.3 31.4 -- 143.0
Operating costs (164.6) (9.0) (40.6) (42.4) (44.3) (18.9) -- --
Royalties (6.2) (0.4) (1.4) (2.2) (2.0) -- -- --
---------------------------------------------------------------------------------------------------------
Operating cash flow 37.5 2.9 3.6 28.6 21.0 12.5 -- 143.0
Depreciation and amortization (66.9) (4.7) (0.5) (16.1) (14.4) (9.4) -- --
Exceptional operating costs
- Redundancy and pension
costs (22.0) (0.7) -- -- -- -- -- --
- Strike-related costs (7.4) -- -- -- -- -- -- --
- Obsolete stock provision (10.0) -- -- -- -- -- -- --
- Legal and professional fees -- -- -- -- -- -- -- --
- Tangible fixed assets
impairment (30.0) -- -- -- -- -- -- --
---------------------------------------------------------------------------------------------------------
Operating(loss)/profit (98.8) (2.5) 3.1 12.5 6.6 3.1 -- 143.0
=========================================================================================================
Explor- Corp. Non-
ation admin. gold Total
-----------------------------------------------------------------------
US$ million
Revenue -- -- 1.0 582.1
Operating costs (12.4) (25.8) (0.7) (358.7)
Royalties -- -- -- (12.2)
-----------------------------------------------------------------------
Operating cash flow (12.4) (25.8) 0.3 211.2
Depreciation and amortization (0.8) (1.9) (0.2) (114.9)
Exceptional operating costs
- Redundancy and pension
costs -- -- -- (22.7)
- Strike-related costs -- -- -- (7.4)
- Obsolete stock provision -- -- -- (10.0)
- Legal and professional fees -- (9.0) -- (9.0)
- Tangible fixed assets
impairment -- -- -- (30.0)
-----------------------------------------------------------------------
Operating(loss)/profit (13.2) (36.7) 0.1 17.2
=======================================================================
5 Exceptional provision for loss on disposal of fixed assets
In 1999 a write down of US$171.1 million was made against the carrying value
of assets at Obuasi following the decision to cease surface mining, to close
low capacity shafts and close two treatment plants.
F-10
Notes to the Financial Statements
6 Net profit on sale of businesses
2001 2000 1999
US$m US$m US$m
---------------------------------------------------------------------------------------
Profit on disposal of 50% interest in Cluff Resources Limited
("Cluff') to AngloGold -- 51.2 --
Loss on disposal of 50% interest in Carmeuse Lime Products
(Ghana) Ltd to Carmeuse SA -- (4.6) --
Other profit on sale of businesses -- -- 0.2
---------------------------------------------------------------------------------------
-- 46.6 0.2
=======================================================================================
The cash effect of the disposal of 50% in Cluff is given in note 25.
7 Employees
2001 2000 1999
No. No. No.
--------------------------------------------------------------------------------------
The average number of employees during the year was as
follows:
Underground mining 4,777 4,854 5,284
Surface mining 2,439 2,565 2,716
Administration 2,973 3,010 3,200
--------------------------------------------------------------------------------------
10,189 10,429 11,200
======================================================================================
Remuneration paid to directors of Ashanti (excluding amounts paid to Lonmin
Plc in respect of Technical Services and the services of Mr S E Jonah)
amounted to US$2.5 million (2000: US$3.3 million; 1999: US$1.7 million). The
amount, for 2000, includes a one-time payment of US$1.0 million to a director
who left the Company during 2000.
8 Net interest payable
2001 2000 1999
US$m US$m US$m
--------------------------------------------------------------------------------------
Interest payable on Exchangeable Notes 12.0 12.0 12.0
Interest payable on Revolving Credit Facilities 8.0 29.0 17.9
Interest payable on other loans 7.0 19.4 13.3
--------------------------------------------------------------------------------------
27.0 60.4 43.2
Interest capitalised -- (4.4) (1.8)
--------------------------------------------------------------------------------------
27.0 56.0 41.4
Interest receivable (5.4) (4.7) (4.9)
Gain on refinancing of Prepaid Forward Sale Facility (note a.) -- -- (5.3)
Gain on buy back of securities (note b.) -- -- (1.3)
--------------------------------------------------------------------------------------
21.6 51.3 29.9
Share of interest payable by joint venture 7.8 -- --
--------------------------------------------------------------------------------------
29.4 51.3 29.9
======================================================================================
a. This amount relates to a prepaid forward gold facility that was carried at
cost and, on early repayment of the facility, a gain was recognised. The gain
was calculated as the difference between the fair value of the facility at
the refinancing date and the carrying value of the facility.
b. The gain on buy back of securities in 1999 of US$1.3 million relates to the
repurchase at a discount of redeemable preference shares issued as
consideration for the acquisition of Golden Shamrock Mines Limited in 1996.
F-11
Notes to the Financial Statements
9 Taxation
2001 2000 1999
US$m US$m US$m
-----------------------------------------------------------------------
Corporate tax - current year 6.6 0.5 --
- in respect of prior years 8.2 4.5 2.8
Deferred tax (8.0) 0.8 (0.1)
Tax on profit on disposal of 50% of Cluff -- 3.0 --
-----------------------------------------------------------------------
6.8 8.8 2.7
=======================================================================
10 Dividend
No dividends were paid or proposed for the years 2001, 2000 and 1999.
11 Earnings per share
The calculation of earnings per share is based on earnings after tax
and minority interests and the weighted average number of shares
outstanding during the year (after deducting treasury shares which do
not qualify for dividends) of 112.1 million (2000: 112.4 million, 1999:
111.4 million).
Diluted earnings per share is calculated by adjusting the weighted
average number of ordinary shares in issue on the assumption of
conversion of all dilutive potential ordinary shares. The Company has
three categories of dilutive potential ordinary shares being, warrants
(under the agreement with the Company's hedge counterparties), share
options (under the Senior Management Share Option Scheme) where the
exercise price is more than the average price of Ashanti's ordinary
shares during each of the reporting periods, and shares issued free of
charge to senior management, pursuant to the employee share incentive
plans, provided certain criteria are met.
2001 2000 1999
US$m US$m US$m
--------------------------------------------------------------------------------------------------------
Basic and diluted earnings attributable to ordinary shareholders 62.7 (141.1) (183.9)
Weighted average number of ordinary shares (millions) 112.1 112.4 111.4
Dilutive share options (millions) 0.8 (31.1) (7.4)
Dilutive warrants (millions) 0.8 (2.8) --
Dilutive employee share plans (millions) 0.5 -- --
--------------------------------------------------------------------------------------------------------
Adjusted weighted average number of ordinary shares (millions) 114.2 78.5 104.0
--------------------------------------------------------------------------------------------------------
Basic earnings/(loss) per share (US$) 0.56 (1.25) (1.64)
Diluted earnings/(loss) per share (US$) 0.55 (1.79) (1.76)
========================================================================================================
12 Intangible assets
Goodwill
Cost US$m
--------------------------------------------------------------------
At January 1, 2001 and December 31, 2001 21.9
--------------------------------------------------------------------
Amortization
At January 1, 2001 0.4
Charge for the year 2.7
--------------------------------------------------------------------
At December 31, 2001 3.1
====================================================================
Net book value
At December 31, 2001 18.8
At December 31, 2000 21.5
--------------------------------------------------------------------
The balances as at December 31, 2001 of US$18.8 million (2000 - US$21.5 million)
is in respect of the acquisition of Pioneer Goldfields Company Limited
("Pioneer") during 2000 (note 25).
F-12
Notes to the Financial Statements
13 Tangible fixed assets
Mine shafts,
development Assets in
and pre- Plant and Processing the course of
production equipment plants Buildings construction Total
US$m US$m US$m US$m US$m US$m
--------------------------------------------------------------------------------------------------
Cost
At January 1, 2001 800.5 529.4 414.3 90.9 8.5 1,843.6
Additions 29.8 6.4 0.8 0.2 10.1 47.3
Disposals -- (3.8) (0.1) -- -- (3.9)
Transfers 6.0 5.9 4.3 -- (16.2) --
--------------------------------------------------------------------------------------------------
At December 31, 2001 836.3 537.9 419.3 91.1 2.4 1,887.0
==================================================================================================
Depreciation
At January 1, 2001 569.8 339.3 238.2 50.5 -- 1,197.8
Charges 23.1 23.1 28.2 21.9 6.4 -- 79.6
Disposals -- (3.3) -- -- -- (3.3)
--------------------------------------------------------------------------------------------------
At December 31, 2001 592.9 364.2 260.1 56.9 -- 1,274.1
==================================================================================================
Net book value
At December 31, 2001 243.4 173.7 159.2 34.2 2.4 612.9
At December 31, 2000 230.7 190.1 176.1 40.4 8.5 645.8
--------------------------------------------------------------------------------------------------
The net book value of tangible fixed assets includes US$4.1 million (2000: US$4.8 million) in
respect of assets held under finance leases included within buildings.
--------------------------------------------------------------------------------------------------
2001 2000
US$m US$m
--------------------------------------------------------------------------------------------------
Capital commitments
Contracts placed but not provided for 2.7 4.0
==================================================================================================
14 Investments
The Group's investment in joint ventures is in respect of its 50%
interest in the Geita Mine in Tanzania. This interest is accounted for
under the gross equity basis of accounting.
Investment in Loans to joint Other
joint ventures ventures investments Total
US$m US$m US$m US$m
--------------------------------------------------------------------------------------------------
At January 1, 2001 69.3 31.1 1.5 101.9
Share of retained profit for the year 12.4 -- -- 12.4
--------------------------------------------------------------------------------------------------
At December 31, 2001 81.7 31.1 1.5 114.3
==================================================================================================
2001 2000
US$m US$m
--------------------------------------------------------------------------------------
The Company's share of net assets of joint ventures can be analyzed as follows:
Goodwill 59.2 63.7
Share of fixed assets 103.4 103.9
Share of current assets 27.6 11.4
Share of liabilities due within one year (23.9) (19.0)
Share of liabilities due after more than one year (84.6) (90.7)
---------------------------------------------------------------------------------------
Share of net assets 81.7 69.3
=======================================================================================
F-13
Notes to the Financial Statements
The principal subsidiary undertakings are:
Class of Interest in
Company and country of incorporation principal activities shares held per cent
-------------------------------------------------------------------------------------------
Ghana
Ordinary
Ashanti Goldfields (Bibiani) Limited Gold Mining No par value 100
Ordinary
Ghanaian-Australian Goldfields Limited Gold Mining No par value 80
Ordinary
Teberebie Goldfields Limited Gold Mining No par value 90
-------------------------------------------------------------------------------------------
Guinea
Societe Ashanti Goldfields de Guinee S.A. Gold Mining Ordinary 85
-------------------------------------------------------------------------------------------
Zimbabwe
Ashanti Goldfields Zimbabwe Limited Gold Mining Ordinary 100
-------------------------------------------------------------------------------------------
Isle of Man
Ashanti Treasury Services Limited Treasury Ordinary 100
Geita Treasury Services Limited Treasury Ordinary 100
-------------------------------------------------------------------------------------------
Cayman Islands
Ashanti Capital Limited Financing Ordinary 100
Ashanti Finance (Cayman) Limited Financing Ordinary 100
Ashanti Capital (Second) Limited Financing Ordinary 100
===========================================================================================
15 Stocks
2001 2000
US$m US$m
----------------------------------------------------------------------
Mine stores 52.6 56.1
Ore in stock piles(1) 16.2 17.3
Gold in process 4.7 4.4
----------------------------------------------------------------------
73.5 77.8
======================================================================
(1) Ore is only mined and sent to the stockpile if it is considered
that the ore will have future economic benefit. This is assessed
by reviewing the estimated grade of the stockpile, the current
spot gold price and the estimated costs of processing the
stockpile. These criteria are used consistently from period to
period.
16 Debtors
2001 2000
US$m US$m
----------------------------------------------------------------------
Sundry debtors 10.8 10.9
Prepayments 2.4 2.2
Deferred expenses 2.9 2.5
----------------------------------------------------------------------
16.1 15.6
======================================================================
17 Cash
2001 2000
US$m US$m
----------------------------------------------------------------------
Cash at bank and in hand 32.8 48.3
Gold and cash in transit 22.4 25.3
----------------------------------------------------------------------
55.2 73.6
======================================================================
Cash at bank includes US$8.7 million (2000: US$15.5 million) on deposit
with Standard Chartered Bank in Ghana as collateral for a loan to
Ashanti Goldfields Zimbabwe Limited.
F-14
Notes to the Financial Statements
18 Creditors
2001 2000
US$m US$m
---------------------------------------------------------------------
Amounts falling due within one year:
Trade creditors 40.5 43.7
Deferred purchase consideration (note a.) 7.3 7.3
Deferred hedging income (note b.) 34.7 51.9
Mining related accruals 10.5 24.2
Accrued interest 10.0 9.2
Taxation 15.4 4.0
Other accruals 36.6 28.7
---------------------------------------------------------------------
155.0 169.0
=====================================================================
Amounts falling due over one year:
Deferred purchase consideration (note a.) 8.8 16.1
Deferred hedging income (note b.) 30.9 68.1
Other accruals 10.1 14.0
---------------------------------------------------------------------
49.8 98.2
=====================================================================
a. The total deferred purchase consideration at December 31, 2001 of US$16.1
million (2000: US$23.4 million) comprises US$11.3 million (2000: US$13.8
million) in respect of Teberebie and US$4.8 million (2000: US$9.6 million)
in respect of the acquisition of Golden Shamrock Mines Limited in 1996.
Both amounts relate to liabilities with fixed amounts payable that are not
subject to any form of contingency.
b. Deferred hedging income arises from the early close-out of hedging
contracts.
19 Borrowings
2001 2000
US$m US$m
---------------------------------------------------------------------
5 1/2% Exchangeable Notes (note a.) 217.5 216.6
Revolving Credit Facility (note b.) 55.0 88.8
Bank loans and overdrafts 21.6 26.6
Project finance loans (note c.) 25.0 25.6
Suppliers' credit -- 0.2
Finance leases 4.1 4.8
Aviation loans 2.7 3.1
---------------------------------------------------------------------
325.9 365.7
=====================================================================
Repayments falling due:
Between one year and two years 267.7 11.6
Between two and five years 31.9 336.6
After five years 1.0 10.3
---------------------------------------------------------------------
After more than one year 300.6 358.5
Within one year 25.3 7.2
---------------------------------------------------------------------
325.9 365.7
=====================================================================
Borrowings at December 31, 2001 exclude the 50% share of the US$124.3 million
(2000 - US$135.0 million) non-recourse Geita project finance loan, which has
been included in the gross liabilities within the carrying value of the Geita
joint venture investment.
a. US$217.5 million (2000: US$ 216.6 million) of Exchangeable Notes is stated
net-of deferred loan fees of US$1.1 million (2000: US$ 2.2 million) which
is being amortised over the period of the Notes. Details of the conversion
rights of the 5 1/2 percent. Exchangeable Notes are set out in Note 22.
These are currently repayable on March 15, 2003.
b. The Revolving Credit Facility (the "Facility") which was amended in
October 2000, carries a margin over US LIBOR ("London Inter Bank Offer
Rate") of 250 basis points rising to 400 basis points for sums drawn under
the Facility in 2001. US$47.2 million of the amount drawn is due for
repayment on January 15, 2003 and US$7.8 million is repayable in four
equal quarterly instalments commencing on March 31, 2002.
Certain of the tranches of the Facility are secured on certain offshore
bank accounts and certain other contracts and arrangements with hedging
counterparties outside Ghana.
The Company, under the Facility, had undrawn committed borrowing
facilities of US$25.4 million as at December 31, 2001 (2000: US$100
million). The Company is subject to a number of restrictive covenants
under the Facility agreements. The most significant covenants under the
Facility at December 31, 2001 are the requirements that EBITDA (as defined
in the Facility agreements) in each
F-15
Notes to the Financial Statements
12 month period not be less than US$100 million and tangible consolidated
net worth (as defined in the Facility agreements) not be less than US$335
million. The Company is currently in compliance with all financial
covenants.
c. The project finance loans of US$25.0 million are in respect of loans
provided to subsidiaries Ghanaian-Australian Goldfields Limited and
Teberebie Goldfields Limited and are secured by fixed and floating charges
over their respective assets.
20 Financial instruments
Debtors and creditors arising directly from the Company's operations and gold
in transit are excluded from the following disclosures.
Interest rate profile of financial liabilities
The interest rate profile of the Company's financial liabilities at December
31, 2001 and December 31, 2000 which are predominately US dollar denominated
were as follows:
Fixed rate borrowings
Weighted
Weighted average time
Floating rate Fixed rate Total gross average interest for which
borrowings borrowings borrowings rate period fixed
US$m US$m US$m % Years
--------------------------------------------------------------------------------------------
December 31, 2001 108.4 217.5 325.9 5.5 1.2
--------------------------------------------------------------------------------------------
December 31, 2000 149.1 216.6 365.7 5.5 2.2
============================================================================================
Interest on floating rate borrowings are determined primarily by reference to
US LIBOR.
Interest rate profile of financial assets
The interest rate profile of the Company's financial assets at December 31,
2001 and December 31, 2000 which are predominately US dollar denominated were
as follows:
Fixed rate Floating rate Interest free Total
US$m US$m US$m US$m
-------------------------------------------------------------------------
December 31, 2001 -- 32.0 0.8 32.8
-------------------------------------------------------------------------
December 31, 2000 -- 45.8 2.5 48.3
=========================================================================
The financial assets of the Company comprise cash at bank and in hand.
Currency exposures
The Company had no significant currency exposures given that all revenues are
US dollar denominated as are the majority of its costs, monetary assets and
financial liabilities.
Fair values of financial assets and liabilities
Set forth below is management's best estimate of fair value of financial
instruments.
Dec 31, Dec 31, Dec 31, Dec 31,
2001 2001 2000 2000
Fair Carrying Fair Carrying
value value value value
US$m US$m US$m US$m
------------------------------------------------------------------------
Cash at bank 24.1 24.1 32.8 32.8
Cash held as collateral 8.7 8.7 15.5 15.5
European put options 51.0 -- 22.9 --
European call options (48.3) -- (48.5) --
Convertible structures 10.5 -- 22.4 --
Forward contracts 117.6 -- 93.3 --
Lease rate swaps (42.0) -- (61.0) --
Long term convertible debt (178.4) (217.5) (133.5) (216.6)
Other long term borrowings (83.1) (83.1) (141.9) (141.9)
Short term borrowings (25.3) (25.3) (7.2) (7.2)
========================================================================
F-16
Notes to the Financial Statements
Fair value is the amount at which a financial instrument could be exchanged
in an arm's length transaction between informed and willing parties. The
following methods and assumptions were used by the Company in estimating its
fair value disclosure for financial instruments:
Cash and cash equivalents - The estimated fair value of these financial
instruments approximates their carrying values due to their short maturities.
Derivative financial instruments - Market values have been used to determine
the fair value of lease rate swaps, call and put options, convertible
structures, and forward contracts based on estimated amounts the Company
would receive or have to pay to terminate the agreements, taking into account
the current interest rate environment or current rates for similar options or
forward contracts.
Long-term debt - The estimated fair values of the Company's long-term debt
are based on current interest rates available to the Company for debt
instruments with similar terms and remaining maturities.
Hedging
The Company hedges the risk of movements in the gold price using several
types of derivative financial instruments.
Gains and losses on instruments used for hedging the gold price are not
recognised until the exposure that is being hedged is itself recognised.
Unrecognised gains and losses on the instruments used for hedging and the
movements therein, are as follows:
Net Gains/
Gains Losses (Losses)
US$m US$m US$m
---------------------------------------------------------------------------------------------
Unrecognised gains and losses on hedges at January 1, 2001 124.5 (4.5) 120.0
Gains arising in previous years recognised in the year (54.4) -- (54.4)
---------------------------------------------------------------------------------------------
Gains and losses arising before January 1, 2001 not recognised
in the year 70.1 (4.5) 65.6
Gains and losses arising in the year and not recognised -- -- --
---------------------------------------------------------------------------------------------
Unrecognised gains and losses on hedges at December 31, 2001 70.1 (4.5) 65.6
---------------------------------------------------------------------------------------------
Gains and losses expected to be recognised within one year 34.7 -- 34.7
Gains and losses expected to be recognised after one year 35.4 (4.5) 30.9
=============================================================================================
21 Provisions for liabilities and charges
Deferred Site
tax rehabilitation Total
US$m US$m US$m
---------------------------------------------------------------------
At January 1, 2001 9.9 14.6 24.5
(Credit)/charge for the year (8.0) 3.3 (4.7)
---------------------------------------------------------------------
At December 31, 2001 1.9 17.9 19.8
=====================================================================
The Company's provision for site rehabilitation as at December 31, 2001 is
US$17.9 million. These costs are expected to be paid over a 20-year period as
the mines come to the end of their useful lives, commencing with the
currently envisaged closure of the Bibiani (provision of US$3.2 million) and
Freda Rebecca (provision of US$2.5 million) mines during 2004 and 2005,
respectively. The remaining significant components of the provision comprise
of US$5.2 million and US$4.4 million related to the Obuasi and Iduapriem
mines, respectively; with the majority of such costs expected to be paid
subsequent to 2006.
F-17
Notes to the Financial Statements
Deferred taxation comprises:
The amounts of deferred taxation provided and unprovided in the accounts are
as follows:
Amount Full potential
provided liability/(asset)
US$m US$m
----------------------------------------------------------------
Accelerated capital allowances 1.9 168.4
Other timing differences -- (2.3)
Losses carried forward -- (231.5)
----------------------------------------------------------------
At December 31, 2001 1.9 (65.4)
----------------------------------------------------------------
At December 31, 2000 9.9 (73.6)
================================================================
No provision has been made for taxation which might accrue on the
distribution of unappropriated profits of overseas subsidiaries.
22 Stated capital
Authorised
200,000,000 ordinary shares of no par value 200,000,000
1 special rights redeemable preference share of no par value 1
---------------------------------------------------------------------------
200,000,001
===========================================================================
Stated capital
Issued shares US$m
----------------------------------------------------------------------------------------------
Allotted and fully paid
At January 1, 2001:
Ordinary shares of no par value in issue 112,336,942 544.3
Ordinary shares of no par value issued during the year 377,280 0.9
----------------------------------------------------------------------------------------------
At December 31, 2001: 112,714,222 545.2
Ordinary shares in treasury 559,405* --
1 special rights redeemable preference share of no par value 1 --
----------------------------------------------------------------------------------------------
113,273,628 545.2
==============================================================================================
*The 559,405 ordinary shares held in treasury do not qualify for dividends
and do not have voting rights but remain uncancelled.
Based on the prices quoted on the New York Stock Exchange, Ashanti's share
price in 2001 traded between a high of US$4.250 and a low of US$1.875. As at
December 31, 2001, Ashanti's market capitalisation, calculated by multiplying
the number of ordinary shares of no par value in issue (shares issued
112,714,222) by the share price as at that date (US$4.250), was US$481.4
million.
The Government of Ghana holds the special rights redeemable preference share
of no par value (the "Golden Share"). The Golden Share is non-voting but the
holder is entitled to receive notice of and to attend and speak at any
general meeting of the members or at any separate meeting of the holders of
any class of shares. On winding up, the Golden Share has a preferential right
to return of capital, the value of which will be 1,000 cedis.
The Regulations of Ashanti provide that certain matters, principally matters
affecting the rights of the Golden Share, the winding up of Ashanti or the
disposal of a material part of Ashanti's assets, shall be deemed to be a
variation of the rights attaching to the Golden Share and shall be effective
only with the written consent of the holder of the Golden Share.
All of the ordinary shares rank pari passu in all respects.
On April 25, 2001, Ashanti in general meeting passed a special resolution
renewing an existing authority to make market purchases of its own shares up
to an aggregate of 13,000,000 ordinary shares at a price per share (exclusive
of expenses) of not more than 5% above the average of the middle market
quotations for the shares taken from the Daily Official List of the London
Stock Exchange for the five business days immediately before the date of
purchase. However, Ashanti did not utilise this authority. The authority for
Ashanti to purchase its own
F-18
Notes to the Financial Statements
shares was renewed at the Annual General Meeting held on May 28, 2002, to
expire at the earlier of August 28, 2003 or at the conclusion of the next
Annual General Meeting in 2003.
In February 1996, the Company raised US$250 million through an issue by a
subsidiary of seven year 5 1/2 percent. Exchangeable Notes listed on the New
York and London stock exchanges. The noteholders have the option of
converting the notes into ordinary shares at a conversion price of US$27 per
share. The notes may be redeemed by the Company in whole at par at any time
after March 15, 2000 and will mature on March 15, 2003, unless converted or
redeemed earlier. As at December 31, 2001 the Company had purchased US$31.4
million of the notes leaving US$218.6 million notes still in circulation
which could give rise to the issue of up to 8,096,296 ordinary shares. The
notes repurchased were cancelled in June 2002.
In November 1999, pursuant to an agreement with the Company's Hedge
Counterparties as subsequently amended in February 2000, a wholly-owned
subsidiary, Ashanti Warrants Limited, issued unlisted warrants to subscribe
for Mandatorily Exchangeable Securities under which the securityholders have
the option of converting the securities into ordinary shares at a conversion
price of US$3 per share. The warrants were issued in three equal tranches
with expiry dates of April 28, 2004, October 28, 2004 and April 28, 2005. The
conversion rights of the warrants could give rise to the issue of up to
19,835,001 ordinary shares. In June 2002, 13,945,122 warrants were exercised
at a subscription price of US$3.00 per ordinary share.
As at December 31, 2000, of the options granted to directors and staff
8,296,772 shares remained outstanding. As part of the review of the Company's
remuneration arrangements conducted prior to the Annual General Meeting on
April 25, 2001, option holders were invited to cancel all outstanding options
voluntarily. The proposal was made on the basis that for every 10 shares
currently under option a new option would be granted over three shares. In
the case of executive directors and certain members of the Company's senior
management, their outstanding "underwater" options were required to be
surrendered in order to receive any further awards under the Company's
long-term incentive plans. Options over 5,364,485 shares in respect of other
Senior Management and over 508,050 shares in respect of executive directors
were cancelled in accordance with the invitation. 2,189,787 options were
lapsed.
Following the cancellation and re-grant of options described above, on May 3,
2001, the total number of ordinary shares over which executive directors and
senior management now hold options is analysed as follows:
Number of
Option price ordinary shares
Period of exercise Code US$ of no par value
-----------------------------------------------------------------------------------------
July 13, 2003 - July 12, 2010 A 1.66 40,000
August 28, 2003 - August 27, 2010 B 2.55 50,000
May 3, 2004 - May 2, 2011 (Replacement Options) C 2.29 1,761,760
May 3, 2004 - May 2, 2011 D 2.29 980,090
-----------------------------------------------------------------------------------------
2,831,850
=========================================================================================
All options granted on May 3, 2001 were granted with exercise prices of
US$2.29. They ordinarily become exercisable on May 3, 2004 and lapse on May
2, 2011.
F-19
Notes to the Financial Statements
23 Directors' interests
The beneficial interests, including family interests, of the directors
holding office at the end of the year in ordinary shares of the Company are
set out below:
Shares Shares under option
Granted
January 1, December 31, January 1, Surrendered during the December 31,
2001 2001 2001 and Cancelled year 2001
------------------------------------------------------------------------------------------------------------------------
M E Beckett 1,359 1,359 -- -- -- --
S E Jonah 45,302 45,302 290,000 (290,000) 260,664 260,664
T E Anin -- 53 -- -- -- --
M Botsio-Phillips 100 100 45,000 (45,000) 32,260 32,260
L Chalker -- -- -- -- -- --
C A Crocker -- 5,000 -- -- -- --
T Gibian 20,000 20,000 -- -- -- --
M P Martineau -- -- -- -- --
N J Morrell -- -- -- -- --
E D Ofori Atta 553 553 45,000 (45,000) 30,009 30,009
J N Robinson -- -- -- -- -- --
T S Schultz 23,548 23,548 128,050 (128,050) 93,644 93,644
S Venkatakrishnan -- -- 50,000 -- 52,828 102,828
=========================================================================================================================
An analysis of options held by directors as at December 31, 2001 using the
codes shown in note 22 is set out below:
B C D Total
-------------------------------------------------------------------------------------------------------------------------
S E Jonah -- 87,000 173,664 260,664
M Botsio-Phillips -- 13,500 18,760 32,260
E D Ofori Atta -- 13,500 16,509 30,009
T S Schultz -- 38,415 55,229 93,644
S Venkatakrishnan 50,000 -- 52,828 102,828
-------------------------------------------------------------------------------------------------------------------------
Total 50,000 152,415 316,990 519,405
=========================================================================================================================
Between January 1, 2002 and March 28, 2002, there were no changes in the
above directors' interests.
Bonus Co-Investment Plan
Under the Bonus Co-Investment Plan, executive directors and key employees are
invited to invest a percentage of their annual remuneration in Ashanti
ordinary shares ("Ashanti shares"). Ashanti shares, which are purchased by
employees at market value, are designated "Invested Shares" for the purposes
of the Plan. Participants are then granted without further payment rights to
receive additional shares referable to the number of shares which they have
purchased as Invested Shares. These additional shares are designated
"Matching Shares" for the purposes of the Plan. Normally, so long as the
participant does not sell the Invested Shares within a two-year period
following their purchase, the Matching Shares will normally be released to
the employee in equal instalments on the first and second anniversaries of
the award. Rights to receive Matching Shares will normally lapse if the
participant leaves the Company or sells the Invested Shares within two years
of the purchase of the Invested Shares. The total matching shares outstanding
under this Plan were 44,838 as at December 31, 2001 (2000: 44,838). No awards
were made in 2001 under the Bonus Co-Investment Plan. Ashanti purchased 4,838
shares under the Bonus Co-Investment Plan on the open market in 2000 at a
price of US$1.625 per share resulting in the recognition of an expense of
US$nil and purchased 40,000 shares on the open market in 1999 at a price of
US$7.10 per share resulting in the recognition of an expense of US$0.3
million.
The Bonus Co-Investment Plan uses Ashanti shares which have already been
issued and these are purchased by an employee trust, which is funded by
Ashanti on terms agreed between the Board and the Trustee.
Performance share plan
Under the Performance Share Plan, also called Restricted Share Scheme,
executive directors and key employees receive free Ashanti shares, if Ashanti
achieves certain performance conditions within a three-year period. Shares
acquired by the Trustee will be conditionally awarded to employees nominated
by the Company, and transferred to employees following the employee's
completion of three years' service from the date of the award provided
F-20
Notes to the Financial Statements
certain performance targets are met. Special provisions apply if the
participant's employment terminates by reason of death, disability,
retirement or redundancy or other reasons in the Committee discretion or (in
the case of an expatriate employee) on expiry without renewal of his
fixed-term contract of employment, or on a person becoming a "majority
shareholder controller" or on a reconstruction or liquidation of the Company.
On May 3, 2001, 377,280 ordinary shares were awarded under the Restricted
Share Scheme for which new Ashanti ordinary shares were issued, out of this,
91,680 shares were awarded to Directors.
Shares in category `A' were acquired from the market while in respect of
category `B', new shares were issued in line with the modified rules as
approved at the Annual General Meeting of April 25, 2001.
The full number of shares to which a participant is entitled would only be
received if Ashanti meets challenging internal and/or external goals. Rights
to receive shares will normally lapse if the participant leaves the Company
within three years of the grant of the award.
The total shares outstanding under this Plan were 542,604 as at December 31,
2001 (comprising 165,324 Category `A' Shares and 377,280 Category `B' Shares)
and 165,324 as at December 31, 2000. In order to settle Ashanti's obligations
relating to the shares, Ashanti issued 377,280 new ordinary shares during
2001 at a price of US$2.53 per share, resulting in the recognition of an
expense of US$0.3 million. Ashanti purchased 80,324 shares on the open market
in 2000 at a price of US$1.625 per share resulting in the recognition of an
expense of US$0.1 million and purchased 85,000 shares on the open market in
1999 at a price of US$7.25 per share resulting in the recognition of an
expense of US$0.6 million.
As at June 28, 2002 the following awards have been made to the Directors
under the Company's Bonus Co-Investment Plan and Performance Share Plan since
their introduction:
Shares awarded under the Shares awarded under the
Name Bonus Co-Investment Plan Performance Share Plan
Category 'A' Category 'B'
-------------------------------------------------------------------------------------------------------
S E Jonah 14,388 9,000 --
M Botsio-Phillips -- 6,000 12,000
E D Ofori Atta -- 6,000 10,560
T S Schultz 7,697 6,000 35,328
S Venkatakrishnan -- 3,000 33,792
-------------------------------------------------------------------------------------------------------
Total 22,085 30,000 91,680
-------------------------------------------------------------------------------------------------------
AGC Employee Share Scheme
Under the AGC Employee Share Scheme, executives and directors and key
employees, other than those who participate in the Bonus Co-Investment Plan
and Performance Share Plan, receive free Ashanti shares without any
performance conditions. Rights to receive shares will normally lapse if the
participant leaves the Company within three years of the grant of the award.
The total shares outstanding under this Plan were 70,000 as at December 31,
2001 (2000: 70,000). No shares were issued in 2001 under the AGC Employee
Share Schemes. In order to settle Ashanti's obligations relating to the
Scheme, Ashanti purchased 35,000 shares on the open market in 2000 at a price
of US$1.625 per share resulting in the recognition of an expense of US$0.1
million and 35,000 shares on the open market in 1999 at a price of US$7.25
per share resulting in the recognition of an expense of US$0.3 million.
24 Reserves
Non-
distributable
Profit and loss share deals
account account Total
US$m US$m US$m
-------------------------------------------------------------------------------------------
At January 1, 2001 (288.6) 19.0 (269.6)
Retained profit for the year 62.7 -- 62.7
-------------------------------------------------------------------------------------------
At December 31, 2001 (225.9) 19.0 (206.9)
===========================================================================================
F-21
Notes to the Financial Statements
Non-
distributable
Profit and loss share deals
account account Total
US$m US$m US$m
---------------------------------------------------------------------------------------------------------------
At January 1, 2000 (172.1) 19.0 (153.1)
Retained loss for the year (141.1) -- (141.1)
Goodwill written back on disposal of 50% interest in Cluff 24.6 -- 24.6
---------------------------------------------------------------------------------------------------------------
At December 31, 2000 (288.6) 19.0 (269.6)
===============================================================================================================
In accordance with the Ghana Companies Code 1963 (Act 179), all transactions
relating to the purchase and reissue of the Company's own shares are recorded
in a non-distributable share deals account.
Reserves is after goodwill written off in previous years of US$476 million
(2000: US$476 million) arising on the acquisition of subsidiary undertakings.
25 Acquisitions and disposals
Acquisition
In June 2000, Ashanti acquired a 90% interest in Pioneer, the company that
owns the Teberebie mine in Ghana, from Pioneer Gold Inc for a total
consideration of US$14.9 million. Details of the consideration and assets
acquired are set out below.
Book value Fair value Provisional fair
at acquisition adjustments values
US$m US$m US$m
------------------------------------------------------------------------------------------------
Tangible fixed assets 56.6 (56.5) 0.1
Stock 4.0 (2.7) 1.3
Cash 0.6 -- 0.6
Creditors (0.7) -- (0.7)
Borrowings (8.3) -- (8.3)
------------------------------------------------------------------------------------------------
Net assets acquired 52.2 (59.2) (7.0)
Goodwill 21.9
------------------------------------------------------------------------------------------------
Cost of acquisition 14.9
================================================================================================
Satisfied by:
Cash consideration 5.0
Assets on sold (5.0)
Cost of acquisition 1.1
Deferred consideration 13.8
------------------------------------------------------------------------------------------------
Total consideration 14.9
================================================================================================
Analysis of acquisition cash flows:
Total net cash consideration (6.1)
Net cash of subsidiary acquired 0.6
Assets on sold 5.0
------------------------------------------------------------------------------------------------
Total (0.5)
================================================================================================
The deferred consideration of US$13.8 million is payable as follows: two
payments of US$2.5 million in each of March 2001 and 2002, US$3.0 million in
March 2003, US$3.75 million in March 2004 and US$2.05 million in March 2005.
The terms of the agreement also include the potential for contingent cash
consideration of up to US$5.0 million dependent upon minimum gold prices and
production levels.
The loss incurred by Pioneer for the last full financial period prior to
acquisition was US$21.5 million.
F-22
Notes to the Financial Statements
Disposal
In December 2000 Ashanti disposed of a 50% interest in its subsidiary, Cluff,
which owns 100% of the Geita mine in Tanzania. The net inflow in respect of
the disposal is as follows:
US$m US$m
----------------------------------------------------------------------------------------
Cash paid by AngloGold Limited 207.8
Costs of disposal (27.8)
----------------------------------------------------------------------------------------
Net cash consideration 180.0
Net assets at date of disposal:
Goodwill 127.4
Tangible fixed assets 205.3
Stocks 11.3
Debtors 1.8
Cash 4.2
Creditors (11.6)
Due to the Company (55.0)
Borrowings (75.0)
----------------------------------------------------------------------------
208.4
----------------------------------------------------------------------------
50% of net assets sold (104.2)
Goodwill reinstated from reserves (24.6)
----------------------------------------------------------------------------------------
Profit on disposal 51.2
----------------------------------------------------------------------------------------
Analysis of disposal cash flows:
Net cash consideration 180.0
Net cash disposed of with subsidiary (4.2)
Repayment of intercompany balance 55.0
----------------------------------------------------------------------------------------
Total cash inflow 230.8
========================================================================================
26 Reconciliation of operating profit/(loss) to operating cash flows
2001 2000 1999
US$m US$m US$m
----------------------------------------------------------------------------------------
Operating profit/(loss) 76.6 (126.1) 17.2
Depreciation and amortisation 82.3 114.8 114.9
Non-cash exceptional operating costs -- 208.3 60.5
Loss on disposal of fixed assets 0.6 5.2 --
Decrease/(increase) in stocks 4.3 (11.8) 2.2
Decrease/(increase) in debtors 2.0 10.8 (0.2)
Decrease in creditors (16.7) (18.0) (26.5)
Decrease in deferred hedging income (57.0) (34.6) (47.5)
Increase/(decrease) in provisions 3.3 0.8 (0.3)
----------------------------------------------------------------------------------------
Net cash inflow from operating activities 95.4 149.4 120.3
========================================================================================
27 Financing
2001 2000 1999
US$m US$m US$m
----------------------------------------------------------------------------------------
Revolving Credit
Facility - drawdowns -- -- 270.0
- repayments (33.8) (251.0) (152.6)
Bridge Facility - drawdowns -- 75.0 --
Other - drawdowns -- -- 19.0
- repayments (6.8) (10.3) (61.9)
----------------------------------------------------------------------------------------
(40.6) (186.3) 74.5
========================================================================================
F-23
Notes to the Financial Statements
28 Analysis of net debt
Other Other Other
non- non- non-
At cash At cash At cash At
Jan 1, Cash move- Dec 31, Cash move- Dec 31, Cash move- Dec 31,
1999 flow ment 1999 flow ment 2000 flow ment 2001
US$m US$m US$m US$m US$m US$m US$m US$m US$m US$m
---------------------------------------------------------------------------------------------------------------------------
Cash at bank 47.2 (11.9) -- 35.3 (2.5) -- 32.8 (8.7) -- 24.1
Bank overdraft (1.3) (3.3) -- (4.6) 1.1 -- (3.5) (1.7) -- (5.2)
---------------------------------------------------------------------------------------------------------------------------
Cash 45.9 (15.2) -- 30.7 (1.4) -- 29.3 (10.4) -- 18.9
Short term deposits and
collateralised cash
(liquid resources) 65.7 (11.3) -- 54.4 (13.6) -- 40.8 (9.7) -- 31.1
Borrowings (489.0) (74.5) (14.5) (578.0) 186.3 29.5 (362.2) 40.6 0.9 (320.7)
---------------------------------------------------------------------------------------------------------------------------
Net debt (377.4) (101.0) (14.5) (492.9) 171.3 29.5 (292.1) 20.5 0.9 (270.7)
===========================================================================================================================
Following is a detail of the `other' line item included in the reconciliation of
net cash flow to movement in net debt:
Year ended Year ended Year ended
Dec 31, Dec 31, Dec 31,
2001 2000 1999
US$m US$m US$m
--------------------------------------------------------------------------------------------------
Write-down and subsequent re-instatement of
non-recourse project finance loans (note a.) -- (21.3) --
Loans assumed on acquisition (Note 25) -- (8.3) --
Transfers between accruals and long term debt -- (6.5) 6.5
Debt created on close out of hedge contracts (note b.) -- (7.8) (26.5)
Gain on extinguishment of debt -- -- 5.3
Loans disposed of with subsidiary (Note 25) -- 75.0 --
Other 0.9 (1.6) 0.2
-----------------------------------------------------------------------------------------------
Total non-cash movements 0.9 29.5 (14.5)
===============================================================================================
a. In 1998, management determined that certain non-recourse development loans
associated with the Iduapriem mine would not be paid down and consequently
the Company wrote-down the loans. This write-down followed a management
decision to close the Iduapriem mine and was based on cash flow forecasts.
In 2000, the Company acquired the Teberebie gold mine, which is adjacent to
the Iduapriem mine. As a result of the acquisition, management determined
that the Iduapriem and Teberebie mines could use a shared processing plant
and consequently, the operations at Iduapriem were now considered
economically feasible. Revised cash flow forecasts were prepared that
demonstrated that the non-recourse loans which were written-down in 1998
would now be paid; the loans were therefore reinstated.
b. Debt created on the close out of hedge contracts relates to contracts that
were closed out early and rolled into the Company's Facility. The losses
related to these contracts have been recorded as an offset to deferred
income.
--------------------------------------------------------------------------------
29 Related party transactions
The Company's principal shareholder is Lonmin (32%) which provides technical
services and the services of Mr S E Jonah to the Company for which it
received US$0.7 million (2000: US$1.8 million) for the year. Another major
shareholder is the Government of Ghana (20%). The Company pays royalties,
corporate and other taxes and utility charges in the normal course of
business to the Government of Ghana and associated authorities. Amounts
charged during the year totalled approximately US$51 million (2000: US$58
million) of which US$12.3 million (2000: US$12.8 million) remained unpaid as
at December 31, 2001.
30 Contingent liabilities
US Class Actions
The consolidated class action which commenced in the year 2000, is pending
against the Company and one officer and director and one former director
under United States Federal Securities laws in the United States District
Court for the Eastern District of New York. The complaint alleges
non-disclosures and misstatements regarding Ashanti's hedging position and
hedging programme. The plaintiffs contend that the Company and the individual
defendants' actions violated Sections 10(b) and 20(a) of the Securities
Exchange Act of 1934 and Rule 10b-5
F-24
Notes to the Financial Statements
promulgated under that Act. The plaintiffs seek unspecified damages,
attorneys' and experts' fees and other reliefs.
The Company continues to vigorously defend the action, and although the
Company cannot make any assurances regarding the ultimate result of the
litigation at this stage, it believes that the outcome will have no material
adverse effect on the Company's financial position.
Kimin - Employee Actions
In November 1999, the Brussels Labour Court upheld the claims for arrears of
salary and severance payments in proceedings instituted by certain ex-Kimin
expatriate employees against Kimin and Ashanti. In October 2000, the
plaintiffs unsuccessfully instituted proceedings in Kinshasa, DRC to enforce
the provisional judgment against Kimin in the DRC. The Brussels Labor Court
of Appeal issued its judgment on March 13, 2002. The Court awarded a total
sum of 1,501,870.34 euros (approximately US$1.35 million) plus 7% interest,
in favor of the affected ex-employees as against the total amount claimed by
them of US$2.2 million plus interest. Ashanti's liability for a further claim
for payment in lieu of holiday was to be decided later this year. On July 17,
2002 all parties to the dispute reached a full and final settlement on claims
in this regard.
Pangea/Ashanti Joint Venture - Arbitration
With regard to the arbitration proceedings at the International Court of
Arbitration of the International Chamber of Commerce between Pangea
Goldfields Inc. and the Company, the parties have agreed an amicable
settlement of the dispute that would obviate any further arbitral proceedings
and would not have any material adverse effect on the Company's financial
position.
31 Summary of Differences Between UK and US Generally Accepted Accounting
Principles
The Company's financial statements are prepared in accordance with UK GAAP,
which differ in certain significant respects from generally accepted
accounting principles in the United States ("US GAAP").
The following is a summary of the significant adjustments, to profit/(loss)
attributable to shareholders and shareholders' equity when reconciling
amounts recorded in the consolidated financial statements to the
corresponding amounts in accordance with US GAAP, considering the significant
differences between UK and US GAAP.
2001 2000 1999
US$m US$m US$m
-------------------------------------------------------------------------------------------------------
Profit and loss account
Profit/(loss) attributable to shareholders under UK GAAP 62.7 (141.1) (183.9)
US GAAP adjustments:
Amortisation of goodwill and other intangibles a -- (30.3) (38.6)
Depreciation on impaired tangible fixed assets a 12.9 (11.2) --
Impairment of long-lived assets b,e (87.3) (246.8) (61.0)
Equity investment in joint ventures c (3.3) -- --
Deferred income taxes d (16.1) (29.7) 112.0
Derivative financial instruments e 5.3 60.5 (160.7)
Transfer from other comprehensive income:
- Gain on derivative financial instruments related to
impaired assets e 32.3 -- --
- Deferred hedging income e 51.2 -- --
Warrants issued to non-employees f -- (1.1) (5.7)
Write-down of non-recourse loans g -- 22.0 (0.7)
Asset write-back h -- (20.0) --
Depreciation on asset write-back h 1.7 1.2 --
Prepaid forward gold facility i -- -- (4.3)
Accounting for pensions j 0.8 3.9 5.5
Environmental and site restoration obligations k 1.4 (0.6) (1.4)
Compensation charge on variable plan options l (1.2) -- --
Deferred income taxes on the above 5.0 44.1 3.4
-------------------------------------------------------------------------------------------------------
Profit/(loss) attributable to shareholders under US GAAP 65.4 (349.1) (335.4)
=======================================================================================================
F-25
Notes to the Financial Statements
2001 2000 1999
US$m US$m US$m
------------------------------------------------------------------------------------------------------------------------------
Profit/(loss) attributable to shareholders under US GAAP before extraordinary
items and the cumulative effect of an accounting change 33.1 (349.1) (336.2)
Cumulative effect of an accounting change 32.3 -- --
Extraordinary items (less applicable taxes of US$nil for the year ended
December 31, 1999) -- -- 0.8
------------------------------------------------------------------------------------------------------------------------------
Profit/(loss) attributable to shareholders under US GAAP 65.4 (349.1) (335.4)
==============================================================================================================================
Statement of comprehensive income
Profit/(loss) for the year 65.4 (349.1) (335.4)
Other comprehensive income, net of income tax:
Cumulative effect of accounting change - adoption of SFAS 133 146.2 -- --
Transfer to earnings:
- Gain on derivative financial instruments related to impaired assets (32.3) -- --
- Deferred hedging income (51.2) -- --
------------------------------------------------------------------------------------------------------------------------------
128.1 (349.1) (335.4)
==============================================================================================================================
Earnings per share (US$):
Basic:
Earnings/(loss) per share before extraordinary items and cumulative effect of an
accounting change 0.30 (3.11) (3.02)
Cumulative effect of an accounting change 0.28 -- --
Extraordinary items -- -- 0.01
Earnings/(loss) per share 0.58 (3.11) (3.01)
==============================================================================================================================
Diluted:
Earnings/(loss) per share before extraordinary items and cumulative effect of an
accounting change 0.29 (3.11) (3.02)
Cumulative effect of an accounting change 0.28 -- --
Extraordinary items -- -- 0.01
Earnings/(loss) per share 0.57 (3.11) (3.01)
==============================================================================================================================
2001 2000
US$m US$m
------------------------------------------------------------------------------------------------------------------------------
Shareholders' equity
Equity shareholders' funds under UK GAAP 338.3 274.7
Impact on cost of long-lived assets (including impairment and
purchase price adjustments) a, b 72.2 159.5
Accumulated amortization and depreciation on long-lived assets a (266.9) (279.8)
Equity investment in joint ventures c 22.3 25.6
Deferred income taxes d (55.8) (39.7)
Derivative financial instruments e 154.4 2.9
Asset write-back h (20.0) (20.0)
Accumulated depreciation on asset write-back h 2.9 1.2
Accounting for pensions j -- (0.8)
Environmental and site restoration obligations k (3.5) (4.9)
Deferred income taxes on the above 64.6 59.6
------------------------------------------------------------------------------------------------------------------------------
Shareholders' equity under US GAAP 308.5 178.3
==============================================================================================================================
F-26
Notes to the Financial Statements
Accumu-
lated other
compre-
Retained hensive Stated Other
Total earnings income capital reserves
Statement of changes in shareholders' equity US$m US$m US$m US$m US$m
-------------------------------------------------------------------------------------------------------
Balance at December 31, 1998 842.2 304.6 -- 518.6 19.0
Net loss for the year (335.4) (335.4) -- -- --
Distribution of dividends (10.9) (10.9) -- -- --
New share capital issued 25.7 -- -- 25.7 --
Warrants issued to non-employees 5.7 5.7 -- -- --
-------------------------------------------------------------------------------------------------------
Balance at December 31, 1999 527.3 (36.0) -- 544.3 19.0
Net loss for the year (349.1) (349.1) -- -- --
Warrants issued to non-employees 1.1 1.1 -- -- --
Other (1.0) (1.0) -- -- --
-------------------------------------------------------------------------------------------------------
Balance at December 31, 2000 178.3 (385.0) -- 544.3 19.0
Net profit for the year 65.4 65.4 -- -- --
New share capital issued 0.9 -- -- 0.9 --
Compensation charge on variable plan options 1.2 1.2 -- -- --
SFAS 133 transition adjustment 146.2 -- 146.2 -- --
Transfer to net income for the year (83.5) -- (83.5) -- --
-------------------------------------------------------------------------------------------------------
Balance at December 31, 2001 308.5 (318.4) 62.7 545.2 19.0
=======================================================================================================
a) Amortization of long-lived assets
Goodwill and other intangible assets
For years prior to the year ending December 31, 1998, goodwill arising on
business combinations treated as acquisitions was written off against retained
earnings in accordance with UK GAAP. On the subsequent disposal or termination
of a previously acquired business, the profit or loss on disposal is calculated
after charging the amount of related goodwill previously charged to reserves.
The Company adopted FRS 10 in 1998. FRS 10 requires that goodwill be capitalized
and amortized over its expected useful life. However, capitalization of amounts
previously written off against retained earnings is not required. Under US GAAP,
goodwill and other intangible assets (principally mineral rights) are
capitalized and amortized over the life of the mine using the unit of production
method.
Tangible fixed assets
The difference on depreciation of tangible fixed assets arises from the impact
of adjustments to historic cost in respect of impairment charges.
F-27
Notes to the Financial Statements
b) Impairment of long-lived assets
Under both UK and US GAAP, impairment reviews of long-lived assets are
performed whenever events or changes in circumstances indicate that their
carrying amounts may not be recoverable. However, measurement differences
arise regarding the determination of when a long-lived asset is impaired and
the amount of impairment loss to be recognized.
Under UK GAAP, the Company evaluates long-lived assets for impairment by
comparing the carrying value less deferred hedging income to the recoverable
amount based on discounted future cash flows. Under US GAAP, (i) undiscounted
cash flows are used to evaluate for impairment, and (ii) deferred hedging
income is not subtracted from the carrying value of long-lived assets.
Under both UK and US GAAP, if an impairment exists, an impairment loss is
recognized to record the long-lived assets at their recoverable amount, under
UK GAAP, and their fair value under US GAAP. The Company estimates both
recoverable amount and fair value using discounted cash flow techniques. The
discount rate applied is management's estimate of the rate that the market
would expect on an investment of comparable risk. Under UK GAAP, impairment
losses increase accumulated depreciation; under US GAAP, impairment losses
reduce the historical cost of the related long-lived asset.
Differences arise between impairment assessments under UK GAAP and US GAAP as
follows: (i) hedging cash flows from all derivative instruments are included
in income generating units for impairment assessments under UK GAAP, while,
under US GAAP, these cash flows are excluded; and (ii) corporate overhead
costs are included in US GAAP impairment assessments only to the extent that
they are incremental costs that are directly attributable to the operation of
the mines whereas UK GAAP permits the allocation of joint corporate costs
that are not so directly attributable.
Under US GAAP, the Company recorded an impairment loss for the year ending
December 31, 2001 amounting to US$87.3 million (2000: US$428.6 million, 1999:
US$91.0 million). The impairment loss was allocated, by segment, first to
goodwill and then to long-lived assets. The segment analysis is as follows:
US$nil (2000: US$331.2 million; 1999: US$nil) relating to the Obuasi mine,
US$54.9 million (2000: US$83.8 million; 1999: US$nil) relating to the Siguiri
mine, US$32.4 million (2000: US$nil; 1999: US$34.8 million) relating to the
Bibiani mine, US$nil (2000: US$13.0 million; 1999: US$54.0 million) relating
to the Freda-Rebecca mine and US$nil (2000: US$0.6 million; 1999: US$2.2
million) relating to the Ayanfuri mine.
c) Equity investment in joint ventures
The Company's equity investment in joint ventures is in respect of its 50%
interest in the Geita mine in Tanzania. This mine became a joint venture of
the Company on December 15, 2000, following the Company's sale of 50% of its
interest in this mine to AngloGold Limited.
Under UK GAAP the results of joint ventures are accounted for using the gross
equity method of accounting which results in the Company's share of net
income and the net assets, together with additional disclosure information
relating to these balances, being presented on the face of the profit and
loss account and balance sheet.
Under US GAAP the Company adopts the equity accounting provisions of APB
Opinion number 18, The Equity Method of Accounting for Investments in Common
Stock (APB 18). Under APB 18 the Company's investment in, and advances to,
the investee, which are increased or decreased by earnings, losses, and
dividends, are combined and shown as a single-line item in its balance sheet.
Similarly, the Company's share of the investee's current net earnings or
losses is shown as a single-line item in its income statement.
The difference between UK and US GAAP is principally one of disclosure.
However a difference does arise from additional goodwill of US$25.6 million
on the acquisition of the investment in joint ventures and, subsequently,
from the equity in earnings impact of adjustments required to convert the
underlying accounts of the joint venture from UK to US GAAP and of the
amortization of the additional goodwill. The Company's 50% share of these
differences at December 31, 2001 relate to the mark-to-market liability of
US$2.4 million in respect of its derivative financial instruments. Additional
goodwill amortization of US$0.9 million has been charged during 2001.
Additional disclosures in respect of the net income and net assets of the
joint venture are provided on the face of the profit and loss account and
balance sheet as required under UK GAAP.
d) Deferred income taxes
Under UK GAAP, deferred taxes are only provided to the extent an asset or
liability is expected to crystallize. Under US GAAP, the Company has applied
Statement of Financial Accounting Standards (SFAS) No. 109,
F-28
Notes to the Financial Statements
Accounting for Income Taxes (SFAS 109), for all periods presented. SFAS 109
requires an asset and liability method of accounting whereby deferred taxes
are recognized for the tax consequences of all temporary differences between
the financial statement carrying amounts and the related tax bases of assets
and liabilities. Under US GAAP, the effect on deferred taxes of a change in
tax rate is recognized in income in the period that includes the enactment
date. SFAS 109 requires deferred tax assets to be reduced by a valuation
allowance if, based on the weight of available evidence, including cumulative
losses in recent years, it is considered more likely than not that some
portion or all of the deferred tax assets will not be realized.
The following are the deferred tax assets and liabilities at period end:
Dec 31, 2001 Dec 31, 2000
US$m US$m
---------------------------------------------------------------
Deferred tax liabilities:
Long-lived assets 104.9 128.7
Deferred tax assets:
Losses carried forward (231.5) (245.7)
Other (5.0) (4.7)
---------------------------------------------------------------
Total deferred tax asset (131.6) (121.7)
Valuation allowance 124.7 111.7
---------------------------------------------------------------
Net deferred tax asset (6.9) (10.0)
===============================================================
During the year ended December 31, 2001, the Company increased its valuation
allowance by US$13.0 million to adjust its deferred tax assets to estimated
realizable value. The total valuation allowance primarily relates to the
deferred tax assets arising from loss carryforwards as well as other
temporary differences. At December 31, 2001, the Company had US$765.2 million
in loss carryforwards of which US$694.5 million can be carried forward
indefinitely. The remaining loss carryforwards amounting to US$18.2 million,
US$25.6 million, US$10.1 million and US$16.8 million expire in 2003, 2004,
2005 and 2006, respectively.
At December 31, 2001, based upon the level of historical taxable income and
projections for future taxable income over the periods in which the temporary
differences are anticipated to reverse, and prudent and feasible tax-planning
strategies, management believes it is more likely than not that the Group
will realize the benefits of these deductible differences, net of the
valuation allowances. However, the amount of the deferred tax asset
considered realizable could be adjusted in the future if estimates of taxable
income are revised.
The Company has not provided for any deferred income taxes on the
undistributed earnings of subsidiaries because, in management's opinion, such
earnings have been indefinitely reinvested in the Company's operations. It is
not practical to determine the amount of unrecognized deferred tax
liabilities for temporary differences related to investments in these
non-Ghanaian subsidiaries.
The components of the tax expense/(benefit) were as follows:
Year ended Year ended Year ended
Dec 31, 2001 Dec 31, 2000 Dec 31, 1999
US$m US$m US$m
-------------------------------------------------------------------------------------------------------------------
Current tax expense 14.8 8.0 2.8
Deferred tax (benefit)/expense under UK GAAP (8.0) 0.8 (0.1)
Deferred tax expense/(benefit) of applying SFAS 109 11.1 (14.4) (115.5)
-------------------------------------------------------------------------------------------------------------------
Tax expense/(benefit) for the year on application of SFAS 109
to UK GAAP profit/(loss) before tax 17.9 (5.6) (112.8)
===================================================================================================================
F-29
Notes to the Financial Statements
The tax expense/(benefit) recorded under US GAAP differs from the amount
determined by applying the applicable Ghanaian statutory income tax rate to
pre-tax profit/(loss) attributable to shareholders under US GAAP as a result
of the following:
Year ended Year ended Year ended
Dec 31, 2001 Dec 31, 2000 Dec 31, 1999
US$m US$m US$m
-----------------------------------------------------------------------------------------------------
Tax expense/(benefit) at statutory rate* 24.4 (123.6) (156.8)
Amortization of goodwill 10.5 54.6 30.2
Investment allowances (0.1) (11.9) (1.8)
Deferred tax on acquisition and disposal -- (9.8) --
Effect of foreign income taxes, net (55.5) (38.6) 10.6
Impact of change in tax rate on deferred taxes 8.5 -- --
Prior year tax adjustments 11.8 11.6 6.2
Valuation allowance 13.0 111.7 --
Other permanent differences 5.3 0.4 (1.2)
-----------------------------------------------------------------------------------------------------
Tax expense/(benefit) for the year 17.9 (5.6) (112.8)
=====================================================================================================
* The statutory rate for 2001 was 30% and 35% for 1999 and 2000.
e) Derivative financial instruments
Under UK GAAP, the Company accounts for all derivative contracts using hedge
accounting. The impact of accounting for derivatives under US GAAP is set out
below.
Position to December 31, 2000
Under US GAAP, derivative financial instruments that are accounted for using
hedge accounting must demonstrate a high degree of hedge effectiveness at the
inception of the hedge relationship and on an ongoing basis. Hedge accounting
under US GAAP additionally requires that the hedge relationship be designated
at inception and reduce enterprise or transaction risk. Under US GAAP, the
Company accounts for fixed forward sales contracts and lease rate swaps using
hedge accounting.
Under US GAAP, gains or losses (realized or unrealized) for derivative
contracts which no longer qualify as hedges for accounting purposes are
recognized in income immediately.
The Company uses written and purchased put and call options, which qualify
for hedge accounting under UK GAAP, to hedge exposure to commodity price risk
for gold. The Company does not account for these instruments using hedge
accounting under US GAAP.
Specifically, written options are the writing or sale of options contracts,
(the Company writes options with gold prices as the underlying risk), which
obligate the writer to fulfill the contract should the holder choose to
exercise. These contracts are not considered to reduce risk to the writer as
the holder will only choose to exercise when it is beneficial to do so. In
the Company's judgment, it is appropriate to treat these contracts as not
qualifying for hedge accounting. Written options include option contracts
sold for the purchase and sale of gold at a future date, and certain
convertible structures, whereby the written option may convert into bought
put options if the gold price moves below a specified barrier.
The adjustment relating to derivative contracts that do not qualify for hedge
accounting under US GAAP includes (i) the recognition of changes in market
values between periods and (ii) the reversal of deferred hedging gains and
losses that were recorded on the early close out of such contracts under UK
GAAP.
Position from January 1, 2001
Effective January 1, 2001, the Company adopted SFAS 133, Accounting for
Derivative Instruments and Hedging Activities (SFAS 133), which establishes
accounting and reporting standards for derivative instruments, including
certain derivative instruments embedded in other contracts and for hedging
activities. All derivatives, whether designated in hedging relationships or
not, are required to be recorded on the balance sheet at fair value. If the
derivative is designated as a fair value hedge, the changes in the fair value
of the derivative and the hedged item are recognized in earnings. If the
derivative is designated as a cash flow hedge, changes in the fair value of
the derivative are recorded in other comprehensive income (OCI) and are
recognized in the profit and loss account when the hedged item affects
earnings.
For the purpose of SFAS 133, all financial instruments have been
marked-to-market at both January 1 and December 31, 2001. Whilst all
derivatives are entered into for hedging purposes, they did not qualify for
hedge
F-30
Notes to the Financial Statements
accounting under the provisions of SFAS 133 at January 1, 2001. Accordingly
the movement in fair value of derivatives is included in net income for the
year. The following table sets out the fair value of the relevant derivative
financial instruments at December 31, 2001 and 2000:
2001 2000
US$m US$m
----------------------------------------------------------------------
Forward contracts 117.6 93.3
European Put options (net bought) 51.0 22.9
European Call options (net sold) (48.3) (48.5)
Convertible structures 10.5 22.4
Lease rate swaps (42.0) (61.0)
----------------------------------------------------------------------
88.8 29.1
----------------------------------------------------------------------
The US$154.4 million adjustment to shareholders' equity at December 31, 2001
represents (i) US$88.8 million, being the total adjustment to mark-to-market
the relevant financial instruments at that date; and (ii) the reversal of the
deferred hedging income balance of US$65.6 million recorded as a creditor
under UK GAAP.
The adoption of SFAS 133 resulted in cumulative transition adjustment gains
after tax of US$146.2 million at January 1, 2001 which was recorded in
accumulated other comprehensive income at that date. Of these gains US$32.3
million was immediately reclassified into earnings on recognition of the
impairment charge discussed in b) above. An additional US$51.2 million was
reclassified into earnings relating to the amortisation of the accumulated
deferred hedging income balance. The remaining accumulated other
comprehensive income of US$62.7 million, relating to deferred hedging income,
will all be reclassified into earnings in the year ended December 31, 2002.
f) Warrants issued to non-employees
As described in Note 22, in November 1999 the Company issued warrants to its
hedging counterparties at a conversion price of US$4.75 per share. On
February 21, 2000, the warrants were re-priced to US$3.00. Under UK GAAP, as
the net proceeds of the issue were US$nil, no expense was recognized in the
financial statements. Under US GAAP, the warrants are accounted for using the
fair value methodology in SFAS 123 in a manner consistent with equity
instruments issued to non-employees.
g) Write-down of non-recourse loans
In 1998, management determined that certain non-recourse development loans
associated with the Iduapriem mine would not be paid down and consequently,
under UK GAAP, the Company wrote-down the loans. This write-down followed a
management decision to close the Iduapriem mine and was based on cash flow
forecasts. In 2000, Ashanti acquired the Teberebie gold mine, which is
adjacent to the Iduapriem mine. As a result of the acquisition, management
determined that the Iduapriem and Teberebie mines could use a shared
processing plant and consequently, the operations at Iduapriem were now
considered economically feasible. Revised cash flow forecasts were prepared
that demonstrated that the non-recourse loans which were written-down in 1998
would now be paid; under UK GAAP, the loans were therefore reinstated. Under
US GAAP, the conditions necessary for extinguishment of debt are more
stringent than UK GAAP. As the Company was not legally released from the debt
in 1998, the non-recourse loans are not considered to be extinguished under
US GAAP.
h) Asset write-back
In connection with the decision to close down the Iduapriem mine in 1998, the
Company wrote down certain long-lived assets under both UK and US GAAP. As
described above, in 2000 Ashanti acquired the Teberebie gold mine, which is
adjacent to the Iduapriem mine. As a result of the acquisition, management
determined that the Iduapriem and Teberebie mines could use a shared
processing plant and, consequently the operations at Iduapriem were again
considered economically feasible. Under UK GAAP, an element of the previously
recognized impairment charge was reversed. Under US GAAP, the reversal of
previously recognized impairment losses is not permitted.
i) Prepaid forward gold facility
The Company entered into a prepaid forward gold facility in 1996 that was
refinanced early in 1999. In the UK GAAP balance sheet, the instrument was
carried at cost, and, on early repayment of the facility, a gain of US$5.3
million was recognized. The gain recognized represented the difference
between the fair value of the facility at the refinancing date and the
carrying value of the facility. Under US GAAP, the gold facility is
retranslated at each period end (including the refinancing date) using the
prevailing spot rates in order to recognize the impact of fluctuating gold
prices over the term of the facility; gains and losses on retranslation are
recognized in the Company profit and loss account.
F-31
Notes to the Financial Statements
j) Accounting for pensions
During the years ended December 31, 2001, 2000 and 1999, the Company recorded
pension costs amounting to US$1.2 million, US$3.7 million (of which US$3.0
million were classified as exceptional operating costs) and US$6.3 million
(of which US$5.0 million were classified as exceptional operating costs),
respectively, related to the Scheme operated at the Obuasi mine. The Scheme
provides for a monthly payment in Ghanaian currency (indexed to the US
dollar) to retirees until death. Prior to the periods presented in these
financial statements (i) all Scheme participants had retired, and (ii) the
Scheme was closed to new employees. The exceptional operating cost recognized
in 1999 represented management's best estimate of the total remaining
liability under the Scheme as at December 31, 1999. This estimate was
calculated based on the Ghanaian currency liability existing at that time.
Prior to this date, the Scheme was accounted for on a cash basis. In 2000,
the Scheme liability was re-estimated. The increase in the Scheme liability
in 2000 reflects the re-introduction of the US dollar indexing in that year.
Under US GAAP, the Scheme is accounted for in accordance with the provisions
of SFAS 87, Employers' Accounting for Pensions and presented in accordance
with SFAS 132, Employers' Disclosures about Pensions and Other Post
Retirement Benefits. The benefits for the Scheme are based on years of
service and compensation levels for the covered retirees. The Scheme is
unfunded and accordingly, no assets related to the Scheme are recorded.
Pension expense/(income) amount to (in thousands) US$345 in 2001, US$(169) in
2000 and US$633 in 1999 of which actuarial (gain)/loss was the only
component. The projected benefit obligation for the Scheme was determined
using a weighted average discount rate of 4.8% for each of the three years
ended December 31, 2001.
Pension Benefits
2001 2000
US$m US$m
----------------------------------------------------------------------------
Change in benefit obligation
Benefit obligation at beginning of year 8.8 9.7
Actuarial loss/(gain) 0.3 (0.2)
Benefits paid (1.2) (0.7)
----------------------------------------------------------------------------
Benefit obligation at end of year 7.9 8.8
============================================================================
k) Environmental and site restoration obligations
Under UK GAAP, the expected costs of any committed decommissioning or other
site restoration programs incurred during the construction phase are
discounted at the weighted average cost of capital and capitalized at the
beginning of each project and amortized over the life of the mine using the
units of production method. Additional provisions are also recorded during
the production phase as environmental liabilities arise with a corresponding
charge to operating results. Under US GAAP, the cost of decommissioning or
other site restoration programs is accrued using the unit-of-production
method and charged to cost of sales and other direct production costs over
the life of mine.
It is reasonably possible that, due to uncertainties associated with defining
the nature and extent of environmental contamination, application of laws and
regulations by regulatory authorities, and changes in remediation technology,
the ultimate cost of remediation could change in the future. The Company
periodically reviews its accrued liabilities for such remediation costs, as
evidence becomes available indicating that its remediation liability has
potentially changed. Ashanti currently carries public liability insurance
coverage arranged through reputable insurers. However, there is no specific
coverage available for environmental liabilities which either arise gradually
or otherwise than as a result of an insurable event.
l) Variable plan options
On April 25, 2001, Ashanti implemented an option contribution plan that gives
current option holders the ability to cancel their outstanding options in
exchange for newly issued options. For every 10 shares under option which
were cancelled by the option holders, a new option is granted over three
shares. These new options require the option holder to remain employed by
Ashanti for a period of three years from the date of grant.
Under UK GAAP, the voluntary cancellation and re-grant of options are treated
as separate events. At the date of grant, the option prices were above the
market price of Ashanti's shares. Consequently, the options have no intrinsic
value and no compensation charge has been recognized pursuant to Urgent
Issues Task Force ("UTTF") 17, Employee Share Schemes.
Under US GAAP, the voluntary cancellation and re-grant of options are also
treated as separate events. However, under US GAAP, FASB Interpretation No.
44, Accounting for Certain Transactions Involving Stock Compensation: an
Interpretation of APB Opinion No. 25, requires variable plan accounting for
the newly
F-32
Notes to the Financial Statements
granted options. Consequently, compensation cost in respect of options
regranted during the year has been measured at the period end for the
difference between the quoted market price and the option strike price to be
paid by an employee. Such expense is being recognized over the three-year
service period.
Other disclosures
The following information is provided as additional disclosure under US GAAP:
Nature of operations
Ashanti Goldfields Company Limited ("Ashanti") and subsidiaries
(collectively, the "Company") are primarily engaged in the mining and
processing of gold ores and the exploration and development of gold
properties in Africa. The Company's operations are principally in Ghana,
Guinea, Tanzania and Zimbabwe. Gold bullion produced by the Company is used
primarily for fabrication and bullion investment. Fabricated gold has a wide
variety of uses including jewellery (the largest fabrication use for gold),
electronics, dentistry, decorations, medals, medallions and official coins.
Gold for bullion investment is primarily sold to central banks as part of
their national investment strategies.
Earnings per share
Under US GAAP, basic earnings/(loss) per share (`EPS') is computed by
dividing net earnings/(loss) available to common shareholders by the weighted
average number of common shares outstanding for the year. The computation of
diluted EPS is similar to basic EPS, except that the denominator is increased
to include the number of additional common shares that would have been
outstanding if the potentially dilutive common shares had been issued, and
the numerator may be adjusted for the impact the outstanding security had on
income available to common shareholders used in the basic EPS calculation.
Diluted EPS is equal to basic EPS for the years ended December 31, 2000 and
1999 as the exercise of the Senior Management Share Options, Warrants and
conversion of 5 1/2% Exchangeable Notes, are excluded from the computation of
diluted EPS in those years as the effect of inclusion is anti-dilutive.
The number of potentially dilutive shares that were excluded from the
computation of diluted EPS are as follows:
2001 2000 1999
millions millions millions
---------------------------------------------------------------------------------
Senior Management Share Options 2.8 8.3 8.2
5 1/2% Convertible Notes 8.1 8.0 8.3
Warrants 19.8 19.8 19.8
---------------------------------------------------------------------------------
30.7 36.1 36.3
---------------------------------------------------------------------------------
Use of estimates
The preparation of financial statements in conformity with generally accepted
accounting principles in the United States of America requires management to
make estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date
of the financial statements and the reported amounts of revenue and expenses
during the period. Actual results could differ from those estimates.
Credit risk and concentrations of credit risk
Credit risk represents the accounting loss that would be recognized at the
reporting date if counterparties failed completely to perform as contracted
and from movements in gold prices. The Company does not anticipate
non-performance by counterparties.
Concentrations of credit risk (whether on or off-balance sheet) that arise
from financial instruments exist for groups of customers or counterparties
when they have similar economic characteristics that would cause their
ability to meet contractual obligations to be similarly affected by changes
in economic or other conditions. Financial instruments on the balance sheet
that potentially subject the Company to concentrations of credit risk consist
primarily of cash and cash equivalents, receivables and derivatives which are
recorded at fair value. The Company maintains a policy providing for the
diversification of cash and cash equivalent investments and places its
investments in a number of high quality financial institutions to limit the
amount of credit risk exposure. Concentrations of credit risk with respect to
receivables are limited due to the large, financially strong customers the
Company does business with.
As described in Note 1, the Company enters into certain hedging transactions.
The Company attempts to minimize its credit exposure to counterparties by
entering into derivative contracts with major international
F-33
Notes to the Financial Statements
financial institutions. Although the Company's theoretical credit risk is the
replacement cost at the then estimated fair value of these instruments,
management believes that the risk of incurring losses is remote. Market risk
exists due to the fact that the price of gold could rise above the strike
price on a position thus creating an exposure in favour of counterparties.
The counterparties may call for margin payments on the contracts in this
instance, subject to any restrictions on margin calls (including margin free
limits) which are contained in the contract.
Management does not believe significant risk exists in connection with the
Company's concentrations of credit as at December 31, 2001.
Redundancy costs
Included in operating expenses for the year ended December 31, 1999 was a
charge of US$17 million for redundancy costs associated with labor
rationalisation at the Obuasi mine and the decision to close the surface
mining at Obuasi. A further charge of US$3 million for redundancy costs is
included in operating expenses for the year ended December 31, 2000 in
respect of this closure.
During the second quarter of 1999 the Company reached an agreement with the
Ghana Mineworkers' Union for a labour rationalisation plan involving the
retrenchment of 2,155 permanent employees (2,000 junior shift workers and 155
senior salaried staff). Additionally, during the fourth quarter of 1999, the
Company announced the closing of the surface mining operations at Obuasi by
the end of 2000 together with the closure of certain shafts and processing
plants. The surface mine closure includes the termination of 700 employees.
Under both the redundancy plans, actual employees terminated amounted to
approximately 2,900 employees through December 31, 2000.
Of the total costs charged to date of US$20 million (1999: US$17 million) the
remaining accrual as at December 31, 2000 was US$2.1 million (1999: US$7.5
million). Actual redundancy costs paid in 2000 were US$8.4 million (1999:
US$9.5 million). During 2001 no further employees were made redundant and no
further costs were paid.
Extraordinary items
Under UK GAAP, the Company recognized a gain of US$1.3 million in 1999
related to the repurchase of preference shares issued as part of the
consideration for Golden Shamrock Mines Limited in 1996. The preference
shares (the "Shares") were issued using a special purpose entity and are,
in-substance, debt. The Shares entitle the holder to fixed payments in cash
and do not participate in earnings, dividends or have voting rights. Under UK
GAAP, these items were included as a component of net interest payable on the
profit and loss account statement. Under US GAAP, these gains are treated as
extraordinary items.
Pro forma financial information
In June 2000, Ashanti acquired a 90% interest in Pioneer, the Company that
owns the Teberebie mine in Ghana (see Note 25). The acquisition was accounted
for under the purchase method for US GAAP purposes.
Goodwill arising as part of the acquisition amounted to US$21.9 million and
is being amortised over the life of the underlying mine assets using the unit
of production method. Unaudited pro forma results of operations under UK GAAP
for the year ended December 31, 2000 and 1999, as if the 90% ownership in the
Teberebie mine had been acquired at the beginning of each reporting period,
follow. The pro forma results include estimates and assumptions which
management believes are reasonable. However, pro forma results do not include
any anticipated cost savings or other effects of the planned integration of
the Teberebie mine, and are not necessarily indicative of the results which
would have occurred if the business combination had been in effect on the
dates indicated or which may result in the future.
2000 1999
US$ million
(except per share amounts)
(unaudited)
-----------------------------------------------------------------------------
Pro forma revenues 584.8 658.7
Pro forma net loss (151.1) (204.2)
Pro forma basic loss per share (US$) (1.3) (1.8)
Pro forma diluted loss per share (US$) (1.9) (2.0)
Revenue recognition
Under UK GAAP, the Company recognizes "estimated" revenue when gold is
produced in dore<180> form in the gold room based on the quantity and spot
price at that date. Pursuant to the Company's refining and purchase
agreements with its customers (i) the actual sales price is the spot price at
the date of delivery, and (ii) the actual
F-34
Notes to the Financial Statements
quantity invoiced is the quantity after the gold is refined (refining is
generally completed within one day of delivery.) Consequently, under UK GAAP
the Company processes an adjustment on completion of the refining process to
adjust revenues recognized at the time of producing dore to actual revenues.
Under US GAAP, the Company recognizes revenue from sales of gold bullion at
the date of delivery to the refinery. At this point in time, delivery of
third-party refined gold to the customer has occurred, the pricing is either
fixed or determinable and collectibility is reasonably assured. Under US
GAAP, revenues were lower by US$2.9 million for the year ended December 31,
2001, US$5.8 million for the year ended December 31, 2000, and higher by
US$4.8 million for the year ended December 31, 1999. The difference in
accounting policy is not material with respect to operating profit/(loss),
profit/(loss) attributable to shareholders, and shareholders equity under US
GAAP for all periods presented. Consequently, no US GAAP adjustments have
been recorded.
In November 1999, the United States Securities and Exchange Commission (the
"SEC") issued Staff Accounting Bulletin No. 101, Revenue Recognition ("SAB
101"). This Bulletin sets forth the SEC Staff's position regarding the point
at which it is appropriate for a company to recognize revenue. The Staff
believes that revenue is realizable and earned when all of the following
criteria are met: (i) persuasive evidence of an arrangement exists, (ii)
delivery has occurred or service has been rendered, (iii) the seller's price
to the buyer is fixed or determinable and (iv) collectibility is reasonably
assured. The Company adopted SAB 101 in the fourth quarter of the year ended
December 31, 2000 in accordance with SAB 101. The adoption of SAB 101 had no
effect on the Company's financial statements.
Ashanti adopted SFAS 133 on January 1, 2001. Subsequent to the adoption of
SFAS 133, all deferred hedging gains and losses that are recorded on the
early close out of hedging contracts under UK GAAP are reversed in the US
GAAP reconciliation as part of the `Derivative financial instruments'
adjustment as further explained in note 31(e) above.
Gold realization risks
The nature of realization risks inherent in commodity inventories for which
revenue has already been recognized relate to the possibility of significant
changes in the spot price for gold between the date the gold is poured and
the delivery date and differences in quantities between the poured amount and
the refined amount.
The overall realization risk is mitigated by the following factors:
o Estimated ounces have never varied significantly from the final quantity
declared by the refiner;
o Theft is covered by bullion insurance; and
o Gold is a liquid commodity recognized on international exchanges and, if a
customer does not accept delivery, Ashanti can deliver to one of its other
customers.
Exceptional items
For the year ended December 31, 2001 no exceptional items were recognized. In
the year ended December 31, 2000, the Company recognized exceptional
operating costs before operating (loss)/profit of US$215.2 million (1999:
US$79.1 million) and an exceptional profit on sale of businesses of US$46.6
million (1999: profit of US$0.2 million). Additionally, in the year ended
December 31, 1999 an exceptional provision for loss on disposal of fixed
assets of US$171.1 million was recognized. Under US GAAP, these items are
treated as operating items and not shown as exceptional items in the profit
and loss account. There is no impact on the US GAAP net loss as a result of
the treatment for UK GAAP. Similarly there is no impact on basic and diluted
loss per share as such amounts have been considered in the calculation of
such figures.
Buyback and reissuance of shares
In the year ended December 31, 1999, the Company purchased 22,888 of its
ordinary shares increasing the number held in treasury to 559,405 ordinary
shares which remain in existence at December 31, 2001. The purchases of
shares were accounted for in accordance with the Ghana Companies Code 1963
(Act 179) in a non-distributable Share deals account within shareholders'
equity. Under US GAAP, the cost of the treasury shares is generally presented
as a reduction of total shareholders' equity. This difference in presentation
has no impact on shareholders' equity.
Cash
In the UK GAAP balance sheet, `Gold-in-transit' and `cash held as collateral'
have been included within cash balances but have not been included as part of
cash in preparing the UK GAAP cash flow statement in accordance with FRS 1
(Revised). For cash flow purposes `Gold-in-transit' and `cash held as
collateral', together with short-term deposits, are classified as liquid
resources. Under US GAAP, `Gold-in-transit' and `cash held as collateral' are
classified as other assets in the balance sheet and, similar to UK GAAP,
would not be included as part of cash and cash equivalents in preparing the
US GAAP cash flow statement.
F-35
Notes to the Financial Statements
Furthermore, `cash held as collateral' is classified as restricted cash,
which forms part of other current assets under US GAAP, as it is held as
collateral for a short-term loan to Ashanti Goldfields Zimbabwe Limited.
`Gold-intransit' would also be classified as other current assets.
Employee stock options
The Company accounts for its stock option and stock-based compensation plans
using the intrinsic-value method prescribed in Accounting Principles Board
Opinion No. 25, Accounting for Stock issued to Employees ("APB 25").
Accordingly, the Company computes compensation costs for each employee stock
option granted as the amount by which the fair market value of ordinary
shares on the date of the grant exceeds the amount the employee must pay to
acquire the shares. Accordingly, where options have been granted at exercise
prices equal to fair market value on the date of grant, no compensation
expense has been recognized by the Company.
Had compensation cost for the Company's stock option plans been determined
consistent with the fair value methodology prescribed under SFAS 123, the
Company's net profit/(loss) attributable to shareholders and net profit per
share under UK GAAP would have been decreased to the pro forma amounts in the
table below:
2001 2000 1999
US$m US$m US$m
(except per (except per (except per
share amounts) share amounts) share amounts)
---------------------------------------------------------------------------
Net profit/(loss):
As reported 62.7 (141.1) (183.9)
Pro forma 61.6 (144.3) (187.1)
Net profit/(loss) per share:
Basic:
As reported (US$) 0.56 (1.25) (1.64)
Pro forma (US$) 0.55 (1.28) (1.67)
Diluted:
As reported (US$) 0.55 (1.25) (1.64)
Pro forma (US$) 0.54 (1.28) (1.67)
The following table summarizes option plan activity:
Weighted average
Shares under option Exercise price
No. of shares US$
------------------------------------------------------------------------------
Balance, December 31, 1998 and 1999 8,206,772 12.58
Granted 90,000 2.15
------------------------------------------------------------------------------
Balance, December 31, 2000 8,296,772 12.46
Granted 2,741,850 2.29
Lapsed (2,334,237) 12.58
Cancelled (5,872,535) 12.58
------------------------------------------------------------------------------
Balance, December 31, 2001 2,831,850 2.29
==============================================================================
The following table summarizes information about options outstanding at
December 31, 2001:
Number Remaining Number
outstanding as at contractual Exercise exerciseable at
December 31, life price Fair value December 31,
Code Date of Grant 2001 Years US$ US$ 2001
-------------------------------------------------------------------------------------------------------
A July 13, 2000 40,000 8.53 1.66 1.42 --
B August 26, 2000 50,000 8.85 2.55 2.40 --
C May 3, 2001 1,761,760 9.34 2.29 1.76 --
D May 3, 2001 980,090 9.34 2.29 1.76 --
-------------------------------------------------------------------------------------------------------
2,831,850 --
=======================================================================================================
The weighted average fair value of options granted in 2001 and 2000 were
US$1.76 and US$1.96, respectively. No options were granted during the year
ended December 31, 1999.
F-36
Notes to the Financial Statements
The fair values of options granted for fiscal years ended December 31, 2001,
2000 and 1999 have been estimated at the date of grant using the
Black-Scholes option pricing model with the following weighted average
assumptions:
Options 2001 2000 1999
---------------------------------------------------------------------------
Expected option life (years) 10.0 10.0 n/a
Risk-free interest rates(1) 5.5% 5.0% n/a
Volatility(2) 60.0% 100.0% n/a
Dividend yield -- -- n/a
============================================================================
(1) The risk-free interest rate is based on US Government Benchmark STRIP
at each grant date for time period being the difference between last
exercisable date and date of grant.
(2) The volatility is estimated at each grant date for time period being
the difference between last exercisable date and date of grant. The
volatility was estimated by using historical volatility on the London
International exchange when trading on the Ghanaian stock exchange was
extremely light.
The compensation cost as generated by the Black-Scholes option pricing model
may not be indicative of the future benefit, if any, that may be received by
the option holder.
Cash flow statement
For UK GAAP reporting purposes, the cash flow statement is prepared in
accordance with FRS No. 1 (Revised) Cash Flow Statements ("FRS 1"). The
objective and principles of FRS 1 are similar to those set out in SFAS No.
95, Statement of Cash Flows ("SFAS 95"). The principle difference between the
standards relates to the classification of cash flows. Under FRS 1, the
Company presents its cash flows for operating activities, returns on
investments and servicing of finance, taxation, capital expenditure and
financial investment, acquisitions and disposals, dividends, management of
liquid resources and financing. Pursuant to SFAS 95, however, the Company's
cash flows would be analyzed between only three categories of cash flow
activity, namely operating, investing and financing.
Under SFAS 95, (i) cash flows arising from taxation, returns on investments
and servicing of finance and `Gold-intransit' would be included as operating
activities, (ii) cash flows from acquisitions and disposals would be included
in investing activities, and (iii) dividend payments, changes in short-term
credit facilities and management of liquid resources (excluding
`Gold-in-transit') would be disclosed as part of financing activities. In
addition, under UK GAAP cash is presented net of overdrafts while under SFAS
95, bank overdrafts are treated as short term credit facilities with
movements appearing within financing activities.
A reconciliation between the consolidated statements of cash flows presented
in accordance with UK GAAP and US GAAP is presented below for the year ended
December 31:
2001 2000 1999
US$m US$m US$m
-------------------------------------------------------------------------------------------
Operating activities
Cash flow from operating activities (UK GAAP) 95.4 149.4 120.3
Movement in `Gold-in-transit' 2.9 5.8 (4.8)
Corporation tax paid (2.9) (5.8) (3.4)
Interest received 2.0 4.7 4.5
Interest paid (24.4) (61.1) (33.3)
-------------------------------------------------------------------------------------------
Net cash provided by operating activities (US GAAP) 73.0 93.0 83.3
===========================================================================================
2001 2000 1999
US$m US$m US$m
-------------------------------------------------------------------------------------------
Investing activities
Net cash outflow from capital expenditure and financial
investment (UK GAAP) (49.6) (146.2) (189.0)
Acquisitions -- (0.5) --
Disposals -- 230.8 7.4
-------------------------------------------------------------------------------------------
Net cash provided by/(used in) investing activities (US GAAP) (49.6) 84.1 (181.6)
===========================================================================================
F-37
Notes to the Financial Statements
2001 2000 1999
US$m US$m US$m
---------------------------------------------------------------------------------------------
Financing activities
Cash (outflow)/inflow from financing (UK GAAP) (40.6) (186.3) 74.5
Dividends paid -- -- (7.5)
Change in short-term credit facilities 1.7 (1.1) 3.3
Movement in liquid resources (except `Gold-in-transit') 6.8 7.8 16.1
---------------------------------------------------------------------------------------------
Net cash (used in)/provided by financing activities (US GAAP) (32.1) (179.6) 86.4
=============================================================================================
The cash inflow of US$230.8 million on disposals in the year ended December
31, 2000 includes US$55.0 million of intercompany balances repaid. Under US
GAAP, this amount would be separately presented within investing activities.
Intangible assets
The following reconciles the UK GAAP reported figures to US GAAP as at
December 31:
2001 2000
US$m US$m
----------------------------------------------------------------------------
Ending UK GAAP balance 18.8 21.5
Brought forward US GAAP difference 25.4 220.7
Amortisation -- (30.3)
Contingent consideration adjustment -- 11.7
Transfer to investments -- (25.6)
Disposal of 50% interest in Cluff -- (25.6)
Impairment write-off (25.3) (125.5)
----------------------------------------------------------------------------
Ending US GAAP balance 18.9 46.9
============================================================================
Fixed assets
The following reconciles the UK GAAP reported figures to US GAAP as at
December 31:
2001 2000
US$m US$m
----------------------------------------------------------------------------
Ending UK GAAP balance 612.9 645.8
Brought forward US GAAP difference (164.5) (13.2)
Impairment write-off (62.0) (121.3)
Asset write-back -- (20.0)
Depreciation adjustment 14.6 (10.0)
----------------------------------------------------------------------------
Ending US GAAP balance 401.0 481.3
----------------------------------------------------------------------------
F-38
Notes to the Financial Statements
Segmental analysis
SFAS No. 131, Disclosures about Segments of an Enterprise and Related
Information ("SFAS 131"), which requires that an enterprise report financial
and descriptive information about its reportable operating segments. The
Company is primarily engaged in the exploration, development and mining of
gold on the African continent. The Company's operations are managed and
internally reported on a mine-by-mine basis on which basis the Company has
identified its reportable segments. The Company's country of domicile is
Ghana. The location of individual mines along with the relevant financial
disclosures required by SFAS 131, are identified in the following tables for
the years ending December 31, 2001, 2000 and 1999 (under UK GAAP):
12 Months to December 31, 2001
Freda-
Idua- Rebecca
Obuasi Ayanfuri priem Bibiani Siguiri Zim-
Ghana Ghana Ghana Ghana Guinea babwe Treasury
US$m US$m US$m US$m US$m US$m US$m
---------------------------------------------------------------------------------------------------
Revenue (external) 143.5 3.1 55.8 68.7 76.6 34.0 96.0
Operating costs (101.4) (2.8) (44.0) (43.1) (62.2) (22.8) --
Other operating costs -- (1.0) (0.8) (2.2) -- -- --
Depreciation and amortisation (37.5) (0.5) (4.9) (13.8) (18.6) (3.9) --
Royalties (4.3) (0.1) (1.7) (2.1) (2.6) -- --
Operating profit/(loss) 0.3 (1.3) 4.4 7.5 (6.8) 7.3 96.0
Interest payable (1.3) -- (2.2) -- -- (0.9) --
Interest receivable/other income -- -- 0.2 0.3 -- -- 0.6
Property, plant & equipment (net) 442.6 -- 22.8 32.6 86.3 17.2 --
Total assets 483.9 -- 42.2 52.1 107.3 28.2 14.2
Capital expenditure 30.1 0.5 3.7 1.0 7.0 6.8 --
Total
per
Corporate Geita financial
Explor- Admini- Tanzania state-
ation stration 50% ments
US$m US$m US$m US$m
----------------------------------------------------------------------------------
Revenue (external) -- -- 76.7 554.4
Operating costs -- -- (38.9) (315.2)
Other operating costs (6.5) (21.2) (2.8) (34.5)
Depreciation and amortisation (1.9) (1.2) (12.6) (94.9)
Royalties -- -- (2.2) (13.0)
Operating profit/(loss) (8.4) (22.4) 20.2 96.8
Interest payable -- (22.6) -- (27.0)
Interest receivable/other income -- 4.3 -- 5.4
Property, plant & equipment (net) -- 11.4 -- 612.9
Total assets 0.3 162.6 -- 890.8
Capital expenditure 0.1 0.4 -- 49.6
12 Months to December 31, 2000
Freda-
Idua- Geita Rebecca
Obuasi Ayanfuri priem Bibiani Siguiri Tanzania Zim-
Ghana Ghana Ghana Ghana Guinea 100% babwe Treasury
US$m US$m US$m US$m US$m US$m US$m US$m
---------------------------------------------------------------------------------------------------------------------------
Revenue (external) 179.5 10.1 53.9 76.6 85.2 48.6 31.3 97.0
Operating costs (133.5) (8.9) (43.2) (36.8) (54.8) (25.7) (22.2) --
Depreciation and amortisation (45.6) (4.8) (3.2) (15.6) (19.8) (11.6) (11.7) --
Royalties (5.4) (0.3) (1.4) (2.3) (2.9) (1.4) -- --
Operating (loss)/profit (5.0) (3.9) 6.1 21.9 7.7 9.9 (2.6) 97.0
Interest payable (1.5) -- (4.3) -- (0.3) (5.9) (1.5) --
Interest receivable/other income -- 0.1 0.6 0.2 0.1 0.2 0.3 --
Exceptional operating costs (157.0) -- -- -- -- -- (35.0) (14.7)
Property, plant & equipment (net) 452.1 0.1 21.9 43.0 98.1 -- 14.0 --
Total assets 500.9 0.5 38.8 64.2 120.8 -- 21.6 20.3
Capital expenditure 32.6 1.4 2.6 2.8 11.6 85.7 4.8 --
Amounts
per
Corporate Recon- financial
Explor- Admini- ciling tate-
ation stration Other Total items ments
US$m US$m US$m US$m US$m US$m
-------------------------------------------------------------------------------------------------------
Revenue (external) -- -- -- 582.2 -- 582.2
Operating costs (14.2) (25.3) -- 364.6) -- (364.6)
Depreciation and amortisation (0.4) (2.1) -- 114.8) -- (114.8)
Royalties -- -- -- (13.7) -- (13.7)
Operating (loss)/profit (14.6) (27.4) -- 89.1 (215.2)
Interest payable -- (3.7) (38.8) (56.0) 4.7 (51.3)
Interest receivable/other income -- -- 3.2 4.7 (4.7) --
Exceptional operating costs -- -- (8.5) 215.2) 215.2 --
Property, plant & equipment (net) 3.2 4.5 8.9 645.8 -- 645.8
Total assets 4.1 114.6 50.4 936.2 -- 936.2
Capital expenditure 0.6 1.1 2.4 145.6 -- 145.6
12 Months to December 31, 1999
Freda-
Idua- Geita Rebecca
Obuasi Ayanfuri priem Bibiani Siguiri Tanzania Zim-
Ghana Ghana Ghana Ghana Guinea 100% babwe Treasury
US$m US$m US$m US$m US$m US$m US$m US$m
-------------------------------------------------------------------------------------------------------------------
Revenue (external) 208.3 12.3 45.6 73.2 67.3 -- 31.4 143.0
Operating costs (164.6) (9.0) (40.6) (42.4) (44.3) -- (18.9) --
Depreciation and amortisation (66.9) (4.7) (0.5) (16.1) (14.4) (9.4) --
Royalties (6.2) (0.4) (1.4) (2.2) (2.0) -- -- --
Operating (loss)/profit (29.4) (1.8) 3.1 12.5 6.6 -- 3.1 143.0
Interest payable (1.8) -- (2.4) -- (0.3) -- (3.4) --
Interest receivable -- -- 0.6 0.5 0.1 -- 5.6 0.2
Exceptional operating costs (69.4) -- (0.7) -- -- -- -- --
Property, plant and equipment
(net) 618.1 3.5 1.6 53.1 104.0 137.6 55.7 --
Total assets 678.2 6.3 16.5 77.9 122.6 139.4 61.6 2.8
Capital expenditure 59.5 1.1 2.1 6.9 21.2 82.8 10.2 --
Amounts
per
Corporate Recon- financial
Explor- Admini- ciling tate-
ation stration Other Total items ments
US$m US$m US$m US$m US$m US$m
-----------------------------------------------------------------------------------------------------
Revenue (external) -- -- 1.0 582.1 -- 582.1
Operating costs (12.4) (25.8) (0.7) (358.7) -- (358.7)
Depreciation and amortisation (0.8) (1.9) (0.2) (114.9) -- (114.9)
Royalties -- -- -- (12.2) -- (12.2)
Operating (loss)/profit (13.2) (27.7) 0.1 96.3 (79.1) 17.2
Interest payable -- (2.9) (30.6) (41.4) 11.5 (29.9)
Interest receivable -- 1.3 3.2 11.5 (11.5) --
Exceptional operating costs -- (9.0) -- (79.1) 79.1 --
Property, plant and equipment
(net) 3.7 6.4 24.3 1,008.0 -- 1,008.0
Total assets 7.4 10.8 213.9 1,337.4 -- 1,337.4
Capital expenditure 3.8 1.4 -- 189.0 -- 189.0
Sales to individual customers, amounting to 10% or more of the Company's
consolidated revenues, are as follows for the years ended December 31:
2001 2000 1999
US$m US$m US$m
--------------------------------------------------------------------------------
Customer 1 149.1 169.5 177.3
2 99.6 140.5 149.7
3 89.5 133.6 143.0
4 74.7 -- 67.3
Because of the active worldwide market for gold, the Company believes that
the loss of any of these customers will not have a material impact on the
Company.
F-39
Notes to the Financial Statements
Deferred stripping costs
Under UK GAAP, of the total deferred stripping costs, liabilities amounting
to US$4.0 million and US$9.6 million were recorded in current liabilities
within Other accruals as at December 31, 2000 and 1999, respectively (see
Note 18). Under US GAAP, US$5.6 million of the balance as at December 31,
1999 is classified as long-term. There were no deferred stripping cost
liabilities as at December 31, 2001.
The full amount of deferred stripping costs may not be expensed until the end
of the life of the mine. Those amounts capitalized as at December 31, 2000
were fully amortized in one year (1999: two years). The average life of mines
in respect of which amounts relating to deferred stripping costs are
capitalized, as at December 31, 2000, was one year (1999: two years).
The strip ratio for each mine, calculated as the ratio of waste mined to ore
production, is as follows, for the years ended December 31:
Obuasi(*) Ayanfuri Iduapriem Bibiani Siguiri Geita
--------------------------------------------------------------------------
2001 N/A 3.2 2.9 5.5 0.6 6.0
2000 10.0 3.4 3.1 6.4 0.5 9.6
1999 7.1 1.2 2.6 4.1 0.5 N/A
--------------------------------------------------------------------------
(*) Obuasi had both underground and open pit mining operations. Data
relates to the open pit mining operations of Obuasi.
New accounting standards
In July 2001, the FASB issued SFAS No. 141, Business Combinations ("SFAS
141"). SFAS 141 requires the purchase method of accounting for business
combinations initiated after June 30, 2001 and eliminates the
pooling-of-interests method. The Company adopted SFAS 141 for all
acquisitions subsequent to the adoption date.
In June 2001, the FASB issued SFAS No. 142, Goodwill and Intangible Assets
("SFAS 142"). SFAS 142, which became effective from January 1, 2002, requires
that goodwill and other intangible assets that have an indefinite useful life
will no longer be amortized but rather will be tested at least annually for
impairment. SFAS 142 also requires the Company to perform a transitional
assessment of whether there is an indication that goodwill was impaired at
the date of initial application, January 1, 2002. Any goodwill impairment
loss is required to be recognized as the cumulative effect of a change in
accounting principle no later than the end of the year of initial
application. The Company is also required to review its other intangible
assets for impairment and to reassess the useful lives of such assets and
make necessary adjustments. At January 1, 2002, the Company had goodwill, net
of accumulated amortization, of approximately US$18.9 million under US GAAP,
which would be subject to the transitional assessment provisions of SFAS 142.
In August 2001, the FASB issued SFAS No. 143, Accounting for Asset Retirement
Obligation ("SFAS 143"), which is effective for financial statements issued
for fiscal years beginning after June 15, 2002. The pronouncement addresses
the recognition and remeasurement of obligations associated with the
retirement of a tangible long-lived asset. The Company is currently reviewing
this statement to determine its impact on future financial statements.
In October 2001, the FASB issued SFAS No. 144, Accounting for the Impairment
or Disposal of Long-Lived Assets ("SFAS 144"), which is effective for
financial statements issued for fiscal years beginning after December 15,
2001. SFAS 144 applies to all long-lived assets (including discontinued
operations) and it develops an accounting model for long-lived assets that
are to be disposed of by sale. The Company is currently reviewing these
statements to determine their impact on future financial statements.
In April 2002, the FASB issued SFAS No. 145, Rescission of FASB Statements
No. 4, 44 and 64, Amendment of FASB Statement No. 13, and Technical
Corrections ("SFAS 145"). SFAS 145 updates, clarifies and simplifies existing
accounting pronouncements. While the technical corrections to existing
pronouncements are not substantive in nature, in some instances, they may
change accounting effective for transactions occurring after May 15, 2002.
All other provisions of this standard must be applied for financial
statements issued on or after May 15, 2002, with early application
encouraged. The Company does not believe the adoption of SFAS 145 will have a
material impact on its financial position, results of operations or cash
flows.
In June 2002, the FASB issued SFAS No. 146, Accounting for Costs Associated
with Disposal or Exit Activities. This statement addresses financial
accounting and reporting for costs associated with exit or disposal
activities and nullifies Emerging Issues Task Force Issue No. 94-3, Liability
Recognition for Certain Employee Termination Benefits and Other Costs to Exit
an Activity (Including Certain Costs Incurred in a Restructuring). This
statement requires that a liability for a cost associated with an exit or
disposal activity be recognized when the liability is incurred. Under EITF
94-3, a liability for an exit cost as defined in EITF 94-3 was recognized at
the date of an
F-40
Notes to the Financial Statements
entity's commitment to an exit plan. This statement provides that an entity's
commitment to a plan, by itself, does not create a present obligation to
others that meets the definition of a liability. Therefore, SFAS 146
eliminates the definition and requirements for recognition of exit costs in
EITF 94-3 until a liability has been incurred and establishes that fair value
is the objective for initial measurement of the liability. However, this
standard does not apply to costs associated with exit activities involving
entities acquired under business combinations or disposal activities covered
under SFAS 144. The adoption of SFAS 146 will not have an impact on previous
results reported.
In November and December 2000 the UK Accounting Standards Board issued three
new standards - FRS 17, Retirement Benefits, FRS 18, Accounting Policies and
FRS 19, Deferred Tax. FRS 17 and FRS 18 will have no significant impact on
the Company's financial statements. Under FRS 19, which is effective for
accounting periods ending on or after January 23, 2002, a basis of `full'
rather than `partial' provision should be adopted for all deferred tax
liabilities and assets, with assets being recognized where it is considered
more likely than not that they will be recovered. This will bring UK GAAP
broadly into line with current US GAAP. Had FRS 19 been applied as at
December 31, 2001, a net deferred tax asset of US$6.9 million would have been
recognized in the UK GAAP balance sheet. This amount will be recognized as a
prior period adjustment upon adoption of FRS 19 for the year ended December
31, 2002.
32 Subsequent Events
On January 25, 2002, the Company announced that it had agreed terms in
principle with an ad hoc committee of the holders of 5 1/2% Exchangeable
Guaranteed Notes due March 15, 2003 ("Existing Notes"), representing
approximately 62% of the outstanding principal of US$218.6 million, to a
proposed restructuring of the Existing Notes (the "Proposed Restructuring").
On March 18, 2002 the Company announced that it had reached agreement with
all of its active hedge counterparties to continue margin free trading
arrangements beyond December 2002, subject to certain conditions being
satisfied.
On May 14, 2002 the Company entered into a new US$100 million 5 year
revolving credit facility.
On 19 June 2002, one of the hedge counterparties exercised 1,577,217 warrants
which raised US$4.7 million.
On June 28, 2002 the Company announced that it had completed a refinancing of
the Existing Notes (the refinancing being referred to as the "Cash Redemption
Alternative") and had withdrawn the Proposed Restructuring and terminated the
US$100 million revolving credit facility. As part of the Cash Redemption
Alternative, the Company entered into:
o an enlarged US$200 million, 5 year revolving credit facility;
o an agreement with certain warrant-holders to the early exercise of
12,367,905 warrants at a subscription price of US$3.00 per Ordinary Share,
raising US$37.1 million; and
o subscription agreements in respect of US$75 million mandatorily
exchangeable notes which were issued at par and for cash.
The proceeds of the Cash Redemption Alternative have been used, amongst other
things, to repay the existing revolving credit facility and the Existing
Notes at par (US$218.6 million) plus accrued interest. On June 28, 2002, the
ongoing margin free arrangements became effective.
F-41
Notes to the Financial Statements
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the Registrant certifies that it meets all of the requirements for filing
on Form 20-F and has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized.
Ashanti Goldfields Company Limited
(Registrant)
S. Jonah S Venkatakrishnan
Name: S. Jonah Name: S Venkatakrishnan
Title: Chief Executive and Group Managing Director Title: Director and Chief Financial Officer
Date: September 24, 2002
F-42
Ashanti Goldfields Company Limited
Certification Pursuant to Section 302 the Sarbanes-Oxley Act of 2002
I, S E Jonah, certify that:
1. I have reviewed this annual report on Form 20-F of Ashanti Goldfields
Company Limited;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this annual report; and
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of
the registrant as of, and for, the periods presented in this annual
report.
Date: November 14, 2002
/s/ S E Jonah
-----------------------------------
S E Jonah
Executive Director, Chief Executive
Officer
Ashanti Goldfields Company Limited
Certification Pursuant to Section 302 the Sarbanes-Oxley Act of 2002
I, S Venkatakrishnan, certify that:
1. I have reviewed this annual report on Form 20-F of Ashanti Goldfields
Company Limited;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this annual report; and
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of
the registrant as of, and for, the periods presented in this annual
report.
Date: November 14, 2002
/s/ S Venkatakrishnan
-----------------------------------
S Venkatakrishnan
Executive Director, Chief Financial
Officer
STATEMENT OF DIFFERENCES
The registered trademark symbol shall be expressed as.......................'r'
The British pound sterling sign shall be expressed as.......................'L'
The degree symbol shall be expressed as.....................................[d]
Characters normally expressed as superscript shall be preceded by..........'pp'
The section symbol shall be expressed as...................................'SS'