AGLD Allied Gold

RNS No 9324v
ANGLO AMERICAN GOLD INVESTMENT COMPANY LIMITED
30 March 1999

ANGLO AMERICAN CORPORATION OF SOUTH AFRICA LIMITED
(Incorporated in the Republic of South Africa)
(Registration Number 01/05309/06)
("AAC")

ANGLO AMERICAN GOLD INVESTMENT COMPANY LIMITED
(Incorporated in the Republic of South Africa)
(Registration Number 05/09084/06)
("Amgold")

Proposal to constitute Amgold as a wholly-owned subsidiary of AAC

1. INTRODUCTION

AAC and Amgold announce that AAC intends to propose a scheme of arrangement
("the Amgold scheme") in terms of Section 311 of the Companies Act, 1973 (Act
61 of 1973) as amended ("the Act") between Amgold and its shareholders, other
than AAC and its subsidiaries ("the scheme participants"), to acquire those
shares in Amgold not already owned by AAC and its subsidiaries.  

The acquisition of the outstanding Amgold shares in terms of the Amgold scheme
will be achieved by way of an offer of shares in Anglo American plc ("Anglo
American") at a ratio of 140 Anglo American shares for every 100 Amgold shares
held (together with a cash sum for any fractional entitlements) ("the Anglo
American share consideration"). 
AAC and its subsidiaries currently hold 51,5% of the issued share capital of
Amgold.

2. RATIONALE

As a result of the various restructurings in the gold mining industry,
including the consolidation of AAC's administered gold mines under the listed
Anglogold Limited ("AngloGold"), Amgold no longer meets the purpose it has
long served, namely that of a holding company with a diversified spread of
investments in major gold mining companies.  

Amgold now owns a smaller number of counters including a major part of AAC's
strategic holding in AngloGold.  On the assumption that the transactions
proposed by Gold Fields Limited and Driefontein Consolidated Limited, as
announced on 18 February 1999, will be implemented, AAC, through its direct
holding of 33,2%, and Amgold, with its holding of 20,5%, together will hold
53,7% of AngloGold.  Amgold's other investments include 2,7% of Minorco
Societe Anonyme ("Minorco") and interests in Gold Fields Limited, Avgold
Limited, Western Areas Limited, Gold Fields of South Africa Limited ("GFSA"),
Standard Bank Investment Corporation Limited (received on the unbundling of
GFSA) and several minor listed and unlisted holdings.

AAC proposes to make an offer of Anglo American shares for the minority
shareholding in Amgold in order both to increase its effective interest in
AngloGold and to tidy up further the AAC group structure by eliminating an
intermediate listed holding company whose market price has historically traded
at a discount to the underlying value of its assets.  Amgold shareholders have
increasingly requested that steps be taken to eliminate the discount and
thereby unlock value for shareholders.

3. BACKGROUND TO THE FORMATION OF ANGLO AMERICAN

It was announced by AAC and Minorco on 15 October 1998 that they had agreed in
principle to combine their businesses to form Anglo American, which would be
one of the world's largest mining and natural resource companies, with a
formidable range of interests in gold, platinum and diamonds and an important
presence in coal, base and ferrous metals, industrial minerals and forest
products.  It will also have an internationally diversified exploration
programme and important industrial and financial activities.

The combination of the businesses of AAC and Minorco to establish Anglo
American will be achieved by share exchange offers to shareholders of AAC and
Minorco.  The offer to Minorco shareholders ("the Minorco offer") will be by
means of a public offer of one new Anglo American share for every two Minorco
shares held with a cash alternative of US$16 per Minorco share.  In addition,
Anglo American intends to propose a scheme of arrangement between AAC and all
its shareholders in terms of which all AAC shareholders will be offered one
share in Anglo American for each share they hold in AAC ("the AAC scheme").
The Amgold scheme will not come into effect until the AAC scheme has become
operative and the Minorco offer has been declared unconditional.

If the Minorco offer becomes unconditional, A.R.H. Limited S.A. ("ARH"), a
wholly-owned subsidiary of AAC, will be entitled to receive approximately 48,4
million Anglo American shares in exchange for the Minorco shares that it owns.
 AAC will procure the delivery of such Anglo American shares as may be
required to settle the scheme consideration.

4. SALIENT FEATURES OF THE AMGOLD SCHEME

4.1. Consideration payable in terms of the Amgold scheme

Subject to the fulfilment of the conditions set out in 4.2 below, scheme
participants will receive the Anglo American share consideration. 

The Anglo American share consideration was determined with reference to the
following:

for purposes of establishing the underlying value of the Amgold ordinary
shares, the market price at the close of trading on the Johannesburg Stock
Exchange ("JSE") on Friday 26 March 1999 and the weighted average market price
on the JSE for the 30 trading days up to and including Friday 26 March 1999,
were used to calculate the value of Amgold's listed portfolio which comprises
of over 90% of its net asset value.

for purposes of establishing the value of an Anglo American share, the market
price at the close of trading on the JSE on Friday 26 March 1999 and the
weighted average market price on the JSE for the 30 trading days up to and
including Friday 26 March 1999 of an AAC share.

The Anglo American share consideration was set using the ratio that was the
most beneficial to scheme participants being the ratio based on the weighted
average market price on the JSE for the 30 trading days up to and including
Friday 26 March 1999, for AAC and Amgold's listed portfolio.

Assuming that the Amgold scheme becomes operative, scheme participants will
receive, in aggregate, approximately 16.4 million Anglo American shares. 

In addition to the Anglo American share consideration, those Amgold
shareholders registered on Friday 16 April 1999 will be entitled to receive a
dividend of 830 cents per Amgold share.  Amgold shareholders are referred to
the announcement by Amgold today of the declaration of such dividend. 

4.2. Conditions precedent to the implementation of the Amgold scheme

It is expected that the Amgold scheme will become operative on or about Monday
24 May 1999 subject to the fulfilment of the following conditions precedent:

the Amgold scheme being agreed to by not less than three-fourths of those
scheme participants present and voting either in person or by proxy at the
scheme meeting to be convened in terms of Section 311 of the Act;

the Amgold scheme being sanctioned by the High Court of South Africa ("the
Court"); 

the Minorco offer having been declared unconditional (which is expect to be by
not later than Sunday 23 May 1999);

the AAC scheme becoming operative; and

the Order of Court sanctioning the Amgold scheme being lodged with and
registered by the Registrar of Companies.

The AAC scheme will become operative on:

the AAC scheme being agreed to by not less than three-fourths of those AAC
scheme participants present and voting either in person or by proxy at the AAC
scheme meeting to be convened in terms of Section 311 of the Act;

the AAC scheme being sanctioned by the Court;

the Minorco offer having been declared unconditional (which is expected to be
by not later than Sunday 23 May 1999); and

the Order of Court sanctioning the AAC scheme being lodged with and registered
by the Registrar of Companies.

The registration of the Order of Court for the AAC scheme will not be effected
until the London Stock Exchange ("LSE") has agreed to the listing of the Anglo
American shares.

The Minorco offer will be conditional, inter alia, on the AAC scheme having
been approved by the requisite majority of the AAC scheme participants at the
AAC scheme meeting and on the AAC scheme being sanctioned by the Court and the
board of Anglo American confirming that the combination of AAC and Minorco is
to proceed to the extent that the implementation of the transactions to effect
such combination are within the control of Anglo American or AAC.

4.3  Substitute offer

AAC intends to make a substitute offer to the Amgold shareholders in terms of
which the Amgold shareholders may exchange their shares in Amgold for the
Anglo American share consideration.  The substitute offer will run
concurrently with the Amgold scheme and will be declared unconditional and
effective only if the Amgold scheme has failed for any reason, but the AAC
scheme has become operative and the Minorco offer has been declared
unconditional.  If the substitute offer becomes unconditional and effective,
AAC will make an announcement to that effect in the press.

4.4  Market value effects of the Amgold scheme on an Amgold shareholder

The market value effects are as follows:

Per Amgold share    Before the Amgold scheme  After the Amgold scheme 
Increase
                    (Cents per share)         (Cents per share)           (%)
Market value at 
Friday 26 March 1999 
(Note 1)                  23 200                  31 500                  35,8

Note 1
The market price of an Amgold share at the close of trading on the JSE on
Friday 26 March 1999 compared with 1,4 times 22 500 cents per share, being the
price of an AAC share at the close of trading on the JSE on Friday 26 March
1999.

4.5 Financial effects of the Amgold scheme on Anglo American

The impact on the earnings and net asset value of Anglo American will be
included in the Anglo American prospectus to be sent to AAC shareholders on or
about Monday 19 April 1999.

5. OPINIONS AND RECOMMENDATION

HSBC Simpson McKie (Pty) Limited, which was appointed as the independent
financial adviser to the board of directors of Amgold, has considered the
terms and conditions of the Amgold scheme and is of the opinion that the Anglo
American share consideration is fair and reasonable to the scheme participants
and has advised the board of directors of Amgold accordingly. 

The board of directors of Amgold has considered the terms of the Amgold scheme
and, taking into account the opinion of the independent financial adviser, the
directors are of the opinion that they are fair and reasonable to the scheme
participants.  Accordingly, the directors of Amgold recommend that the scheme
participants vote in favour of the Amgold scheme. 


6. DELISTING OF AMGOLD SHARES

Upon implementation of the Amgold scheme, Amgold will become a wholly-owned
subsidiary of AAC.  Accordingly, application will be made to the JSE for the
termination of the listing of the shares of Amgold.  It is expected that the
listing of Amgold shares on other stock exchanges including the LSE will be
simultaneously terminated.

7. SALIENT DATES
                                                                    1999
Last date for receipt of proxy forms for the 
Amgold scheme meeting by 15:30

(proxy forms for the Amgold scheme meeting may 
also be handed to the Chairman of the 
meeting by not later than 10 minutes before 
commencement thereof)                                    Thursday, 6 May 

Last date to register in order to vote at the Amgold 
scheme meeting                                           Thursday, 6 May
Amgold scheme meeting to be held at 15:30                  Friday, 7 May
Expected date of Court hearing to sanction the 
Amgold scheme                                            Tuesday, 18 May
Expected Amgold scheme record date (on which 
Amgold ordinary shareholders must be registered in 
order to be scheme participants and so become 
entitled to the Anglo American share consideration)       Friday, 21 May

Expected date of the termination of the listing 
of Amgold shares if the Amgold scheme becomes 
operative, at the close of business on                   Friday, 21 May

Expected Amgold scheme operative date                    Monday, 24 May

Expected date by which the Anglo American share 
consideration will be posted or made available for 
collection, if the Amgold scheme becomes operative 

(only for Amgold shareholders who surrender their 
documents of title before 16:00 on the record date; 
other Amgold shareholders will have their Anglo 
American share consideration posted, or may arrange 
for collection thereof, five business days after 
surrender of their documents of title in terms of 
the Amgold scheme.)                                   Wednesday, 26 May

All dates and times indicated above are subject to amendment.  Any amendments
will be published in the South African press.

8. DOCUMENTATION

Documentation, which is subject to the approval of the Securities Regulation
Panel and the JSE, is in the course of preparation and, subject to the prior
consent of the regulatory bodies concerned relating to the proposed
transactions being obtained, will be sent to shareholders of Amgold on or
about Wednesday 21 April 1999.
Monday 29 March 1999
Johannesburg


Independent financial adviser to Amgold
HSBC Simpson McKie
Sponsoring broker to Amgold and Joint sponsoring broker to AAC
Merrill Lynch South Africa Pty Limited
Financial adviser to AAC
Warburg Dillon Read
Joint sponsoring broker to AAC
Warburg Dillon Read Securities (South Africa) Proprietary Limited
Scheme attorneys
Webber Wentzel Bowens

This announcement has been approved solely for the purposes of section 57 of
the Financial Services Act 1986 of the United Kingdom by UBS AG, acting
through its investment banking division, Warburg Dillon Read which is
regulated in the United Kingdom by The Securities and Futures Authority
Limited.

Warburg Dillon Read is acting exclusively for AAC and no one else in
connection with the scheme of arrangement between Amgold and its shareholders
(the "Scheme") and will not be responsible to anyone other than AAC for
providing the protections afforded to customers of Warburg Dillon Read or for
giving advice in relation to the Scheme.

This announcement does not constitute or form part of any offer or invitation
to sell or issue, or any solicitation of any offer to purchase or subscribe
for, any shares in Anglo American plc, nor shall it (or any part of it) or the
fact of its distribution, form the basis of, or be relied on in connection
with, any contract therefor.

END

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