EXHIBIT F
Undertaking, dated as of May 5, 2008, between Anglo South Africa Capital
(Proprietary) Limited and AngloGold Xxxxxxx Limited.
[Letterhead of Anglo American plc]
5 May 2008
The Company Secretary
AngloGold Xxxxxxx Limited
00 Xxxxx Xxxxxx
Xxxxxxx
Xxxxxxxxxxxx 0000
XX Xxx 00000, Xxxxxxxxxxxx 0000
Xxxxx Xxxxxx
Dear Sirs
IRREVOCABLE UNDERTAKINGS IN RESPECT OF A PROPOSED RIGHTS OFFER BY ANGLOGOLD
XXXXXXX LIMITED (REGISTRATION NO. 1944/017354/06) ("THE COMPANY")
1. The Company intends to convene a general meeting for Thursday, 22 May 2008
("GENERAL MEETING") at which the following resolution will be proposed:
"Resolved as an ordinary resolution that, subject to the provisions of
the Companies Act, 1973, as amended, and the Listings Requirements of
the JSE Limited from time to time, the directors of the Company are
hereby, as a general authority and approval, authorised to allot and
issue up to a maximum of 71 million additional ordinary shares of 25
cents each in the authorised but unissued share capital of the
Company, by way of a renounceable rights offer of up to a maximum of
71 million ordinary shares of 25 cents each on such terms as they may,
in their discretion, determine",
hereinafter referred to as "THE RESOLUTION".
2. Following the passing of the Resolution, the Company intends proposing a
renounceable rights offer to its shareholders of up to a maximum of 71
million ordinary shares ("SHARES") of 25 cents each in the authorised but
unissued share capital of the Company ("THE RIGHTS OFFER") by not later
than 9 June 2008.
3. Subject to clause 4 of this letter, Anglo South Africa Capital (Pty)
Limited ("ANGLO AMERICAN"), a wholly owned subsidiary of Anglo American
plc, hereby irrevocably and unconditionally acknowledges, undertakes and
agrees that:
3.1 as at the date on which it signs this letter ("SIGNATURE DATE"), it
Controls 46 002 929 Shares ("CONTROLLED SHARES"). In this letter,
"CONTROL" of a Share means the ability (on an unrestricted basis, and
to the exclusion of all others and whether directly or indirectly) to
determine the manner of exercise of, and to exercise, the voting
rights attaching to that share;
3.2 it will Control the Controlled Shares at the date of the General
Meeting, being 22 May 2008;
3.3 it will attend the General Meeting either in person (ie, by
representative) or by proxy and exercise all the votes attaching to
all the Controlled Shares in favour of the Resolution and will
complete and
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execute all necessary forms of proxy and representation and all
letters of instruction to give effect to this 3.3; and
3.4 it will not offer, sell or allot any Shares or other securities that
are convertible into or exchangeable for, or that represent the right
to receive, Shares for a 90 day period immediately following the first
closing date in connection with the Rights Offer (the "LOCK UP
PERIOD"). It is agreed that such closing date will be the date on
which the Company first issues and allots Shares to subscribers
thereof upon the exercise of the rights granted in the Rights Offer.
4. It is understood and agreed by the Company that:
4.1 the rights offered to Anglo American and the Shares in respect of
which such rights are exercisable (such rights and Shares, the "Anglo
Securities") constitute "Registrable Shares" within the meaning of the
Registration Rights Agreement, dated as of 23 March 2006 (the "RRA"),
between the Company and Anglo American, and Anglo American has the
right pursuant to the RRA to have the Anglo Securities registered for
offering and sale under the US Securities Act of 1933, as amended, on
the terms and subject to the conditions set forth in the RRA;
4.2 the Company will use all reasonable efforts to ensure that the Anglo
Securities may be offered and sold pursuant to an effective
registration statement filed with the US Securities and Exchange
Commission contemporaneously with the issuance of the rights by the
Company; and
4.3 the acknowledgements, undertakings and agreements by Anglo American in
clause 3 of this letter are conditioned on the agreement by the
Company in clause 4.2 and the exercise by the Company of all such
reasonable efforts to ensure that the Anglo Securities may be offered
and sold in the manner described in clause 4.2.
5. The provisions of this letter shall be irrevocable, and shall remain in
full force and effect, until the later of the expiry of the Lock up Period
and the date and time on which the Resolution is passed or fails.
6. The provisions of this letter, and all undertakings and issues arising out
of and pursuant to this letter, shall be governed by and construed in
accordance with the laws of the Republic of South Africa. The undertakings
contained in this letter have been given for the benefit of the Company,
and may be enforced by the Company.
7. The provisions of this letter constitute the sole record of its subject
matter. This letter and its provisions may not be ceded, delegated and/or
assigned, varied, amended or cancelled unless such cession, delegation,
assignment, variation, amendment or cancellation is effected in writing and
is signed by authorised representatives of the Company and Anglo American,
respectively. This letter may be executed in one or more counterparts, each
of which shall be deemed to be an original, and all of which together shall
constitute one and the same agreement as at the date of signature of the
party last signing one of the counterparts.
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We, Anglo American, hereby irrevocably agree to the provision of, and hereby
irrevocably grant the undertakings contained in this letter.
Yours faithfully
ANGLO OPERATIONS LIMITED
SECRETARIES
[signed] [signed]
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DIRECTOR per DEPUTY SECRETARY
We, AngloGold Xxxxxxx Limited, hereby irrevocably agree to the provision of, and
hereby irrevocably accept the undertakings contained in, this letter.
/s/ X. Xxxxxxxxxxxxxxx /s/ M. Cutifani
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who warrants that he is duly authorised hereto
