S-8 1 forms-8.htm REGISTRATION STATEMENT
As filed with the Securities and Exchange Commission on March 17, 2023
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


FORM S-8
registration statement
UNDER
THE SECURITIES ACT OF 1933


AngloGold Ashanti Limited
(Exact Name of Registrant as Specified in Its Charter)


The Republic of South Africa
(State or Other Jurisdiction
of Incorporation or Organization)
Not Applicable
(I.R.S. Employer Identification No.)


112 Oxford Road
Houghton Estate
Johannesburg, 2198
South Africa
Tel: +27 (0)11 637-6000
(Address of Principal Executive Offices, Including Zip Code)


2018 Deferred Share Plan
(Full Title of the Plan)


AngloGold Ashanti North America Inc.
4601 DTC Boulevard, Suite 550
Denver, CO 80237
Tel: +1 (303) 889-0700
(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copy to:
George A. Stephanakis, Esq.
Cravath, Swaine & Moore LLP
CityPoint One Ropemaker Street
London EC2Y 9HR
United Kingdom
Tel: +44 (0)20 7453 1000


Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b‑2 of the Exchange Act.

Large accelerated filer ☒
Accelerated filer ☐
Non-accelerated filer ☐
Smaller reporting company ☐
Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐



TABLE OF CONTENTS

   
Page
 
  SIGNATURES
9
 
 


EXPLANATORY NOTE

This registration statement on Form S-8 (the “Registration Statement”) is filed by AngloGold Ashanti Limited (the “Registrant”) for purposes of registering 15,000,000 ordinary shares, par value R0.25 per share (the “Ordinary Shares”), of the Registrant under the 2018 Deferred Share Plan (the “Plan”) which was approved by the Registrant’s shareholders on May 16, 2017 and became effective on January 1, 2018. The Plan was amended and restated by the Registrant’s board of directors on February 20, 2023 to add flexibility to grant sign-on awards to new employees of the Registrant.


PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

All information required by Part I of Form S-8 to be contained in the Section 10(a) prospectus is omitted from this Registration Statement in accordance with Rule 428 under the Securities Act of 1933, as amended (the “Securities Act”), and the Note to Part I of Form S-8. The document(s) containing the information specified in Part I will be delivered to participants in the equity compensation plans covered by this Registration Statement as required by Rule 428(b)(1) under the Securities Act.


PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents previously filed with the Securities and Exchange Commission (the “Commission”) by the Registrant are incorporated by reference herein and shall be deemed a part hereof:
a)
the Registrant’s annual report on Form 20-F for the fiscal year ended December 31, 2022, filed with the Commission on March 17, 2023 (File No. 001-14846) (the “2022 Annual Report”), which contains audited consolidated financial statements for the most recent fiscal year for which such statements have been filed;


b)
all other reports filed by the Registrant pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), since the end of the fiscal year covered by the 2022 Annual Report; and


c)
the description of the Registrant’s Ordinary Shares contained in the Registrant’s registration statement on Form 20-F, filed with the Commission on July 31, 1998 (File No. 001-14846), including any amendment or report filed for the purpose of updating such description.

The following documents subsequently filed or furnished by the Registrant with or to the Commission after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered hereby have been sold, or which deregisters all securities then remaining unsold, shall be deemed incorporated by reference into this Registration Statement:


 ●
reports filed under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act; and


●
reports furnished on Form 6-K that indicate that they are incorporated by reference in this Registration Statement.

For purposes of this Registration Statement, any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded to the extent that a statement contained herein or in any other subsequently filed document that also is or is deemed to be incorporated by reference herein modifies or supersedes such statement in such document. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.


Item 4. Description of Securities.

Not applicable.


Item 5. Interests of Named Experts and Counsel.

Not applicable.


Item 6. Indemnification of Directors and Officers.

The Memorandum of Incorporation of the Registrant provides that, subject to the provisions of the South African Companies Act, No. 71 of 2008, as amended (the “SA Companies Act 2008”), the Registrant shall indemnify its directors, prescribed officers, secretaries, the members of its board committees and the members of its audit committee (collectively, the “Relevant Officers”) against all costs, charges, losses, expenses and liability that they may incur or attaching to such Relevant Officers in connection with: (i) any negligence, default, breach of duty or breach of trust by such Relevant Officers in relation to the Registrant (or any member of the Registrant group) other than any liability to the Registrant (or any member of the Registrant group); and (ii) their duties, powers or office, including in connection with the activities of the Registrant if they are trustees of an occupational pension scheme.

Under the SA Companies Act 2008, a company may not indemnify a director, including any former director, alternate director, prescribed officer, or any person who is a member of a committee of the board of such company or the audit committee of such company (each a “director” for the purposes of Section 78 of the SA Companies Act 2008), in respect of any liability for any loss, damages or costs sustained by a company as a direct or indirect consequence of:


 ●
the director having acted in the name of the company, signed anything on behalf of the company, or purported to bind the company or authorize the taking of any action by or on behalf of the company, despite knowing that he or she lacked the authority to do so;


●
the director having acquiesced in the carrying on of the company’s business despite knowing that it was being conducted recklessly, with gross negligence, with intent to defraud any person or for any fraudulent purposes;


●
the director having been a party to an act or omission by the company despite knowing that the act or omission was calculated to defraud a creditor, employee or shareholder of the company, or had another fraudulent purpose; or


●
wilful misconduct or wilful breach of trust on the part of the director.

Further, a company may not indemnify a director in respect of any fine that may be imposed on a director as a consequence of that director having been convicted of an offense, unless the conviction was based on strict liability.

A company may claim restitution from any director for any money paid directly or indirectly by the company to or on behalf of such director in any manner inconsistent with the provisions of Section 78 of the SA Companies Act 2008.

The SA Companies Act 2008 provides that, except to the extent that the company’s Memorandum of Incorporation provides otherwise, a company may purchase insurance to protect a director and/or the company against any liability or expense for which the company is permitted, in terms of the SA Companies Act 2008, to indemnify a director.

The Registrant has purchased directors’ and officers’ liability insurance coverage for its directors and officers and those of its subsidiaries.


Item 7. Exemption from Registration Claimed.

Not applicable.

Item 8. Exhibits.

Exhibit
Number
  
Description
  
Page or Method of Filing
3.1
  
Memorandum of Incorporation of AngloGold Ashanti Limited (last amended May 16, 2022)
  
Incorporated by reference to Exhibit 19.1 to AngloGold Ashanti Limited’s Annual Report on Form 20-F (File No. 001-14846) filed with the Securities and Exchange Commission on March 17, 2023
         
4.1
Amended and Restated Deposit Agreement dated as of June 3, 2008 among AngloGold Ashanti Limited, The Bank of New York Mellon as Depositary, and all Owners and Beneficial Owners from time to time of American Depositary Shares issued thereunder
Incorporated by reference to Exhibit 1 to AngloGold Ashanti Limited’s Registration Statement on Form F-6 (File No. 333-159248) filed with the Securities and Exchange Commission on May 14, 2009
         
5.1
  
Opinion of ENSafrica (Edward Nathan Sonnenbergs Inc.), South African counsel
  
Filed herewith
         
23.1
  
Consent of Ernst & Young Inc., independent registered public accounting firm
  
Filed herewith
         
23.2
  
Consent of BDO LLP, independent registered public accounting firm
  
Filed herewith
         
23.3
  
Consent of ENSafrica (Edward Nathan Sonnenbergs Inc.)
  
Included as part of Exhibit 5.1
         
23.4
  
Consent of Chairperson of the Mineral Resource and Mineral Reserve Leadership Team
  
Filed herewith

       
23.5  
Consents of Qualified Persons for 2022 Technical Report Summary, Geita Gold Mine, A Life of Mine Summary Report
   Filed herewith
         
23.6  
Consents of Qualified Persons for 2021 Technical Report Summary, Obuasi, A Life of Mine Summary Report
   Filed herewith
         
23.7  
Consents of Qualified Persons for 2021 Technical Report Summary, Kibali Gold Mine, A Life of Mine Summary Report
   Filed herewith
         
24.1
  
Power of Attorney
  
See Signature Page
         
99.1
  
2018 Deferred Share Plan
  
Incorporated by reference to Exhibit 19.4.1.3 to AngloGold Ashanti Limited’s Annual Report on Form 20-F (File No. 001-14846) filed with the Securities and Exchange Commission on March 17, 2023
         
107
Filing Fee Table
Filed herewith


Item 9. Undertakings.


 (a)
The undersigned Registrant hereby undertakes:
   
(1)
To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i)
To include any prospectus required by Section 10(a)(3) of the Securities Act;
 




(ii)
To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement.  Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;
   
(iii)
To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.
   
(2)
That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
   
(3)
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
   
(b)
The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c)
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.



SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Johannesburg, South Africa, on this 17th day of March 2023.

  ANGLOGOLD ASHANTI LIMITED  
       

By:
/s/ Gillian Ann Doran  
    Name: Gillian Ann Doran  
    Title: Chief Financial Officer and Executive Director  
       
 
                                                                                       



POWER OF ATTORNEY

Each of the undersigned does hereby constitute and appoint Gillian Ann Doran and Lizelle Marwick, and each of them, individually, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, in his or her name, place and stead, in any and all capacities (including his or her capacity as a director and/or officer of the Registrant), to sign any and all amendments and post-effective amendments and supplements to this Registration Statement, and including any registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or his or her or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities indicated below on the 17th day of March 2023.

 
Signature
  
Title
  
 
/s/ Alberto Calderon Zuleta
  
Chief Executive Officer and Executive Director
(Principal Executive Officer)
  
 
Name: Alberto Calderon Zuleta
      
         
 
/s/ Gillian Ann Doran
  
Chief Financial Officer and Executive Director
(Principal Financial Officer)
  
 
Name: Gillian Ann Doran
      
         
 
/s/ Ian Kramer
  
Senior Vice President Group Finance
(Principal Accounting Officer)
  
 
Name: Ian Kramer
      
         
 
/s/ Maria da Conceição das Neves Calha Ramos
  
 Chairman and Independent Non-Executive Director
  
 
Name: Maria da Conceição das Neves Calha Ramos
      
 
/s/ Rhidwaan Gasant
  
 
Independent Non-Executive Director
  
 
Name: Rhidwaan Gasant
      
 
 
/s/ Kojo Osei Frimpong Busia
  
 
Independent Non-Executive Director
  
 
Name: Kojo Osei Frimpong Busia
      
 
 
/s/ Alan Murray Ferguson
  
 
Independent Non-Executive Director
  
 
Name: Alan Murray Ferguson
      
 
 
/s/ Albert Headden Garner
  
 
Independent Non-Executive Director
  
 
Name: Albert Headden Garner
      
 
 
/s/ Scott Paul Lawson
  
 
Independent Non-Executive Director
  
 
Name: Scott Paul Lawson
      
 
 
/s/ Maria Del Carmen Richter
  
 
Independent Non-Executive Director
  
 
Name: Maria Del Carmen Richter
      
 
 
/s/ Jochen Erhard Tilk
  
 
Independent Non-Executive Director
  
 
Name: Jochen Erhard Tilk
      
       
 
/s/ Lisa Ali
  
Authorized Representative in the United States
  
 
Name: Lisa Ali
      
         


EXHIBIT INDEX
 
         
Exhibit
Number
  
Description
  
Page or Method of Filing
   
         
   
         


         
   
         
   
         


         
   
         
23.5

Filed herewith
         
23.6

Filed herewith
         
23.7

Filed herewith
         
   
         
   
         
   





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