To: Gord Bolton who wrote (79579 ) 11/26/2001 10:09:14 AM From: long-gone Respond to of 116762 AngloGold Challenges Newmont’s Offer For Normandy Date: Monday, November 26, 2001 AngloGold Limited commented today on the Newmont Mining Corporation’s competing takeover offer for Normandy Mining Limited and announced that it would commence action at the Australian Takeovers Panel to challenge certain aspects of Newmont’s proposed offer and arrangements with Franco Nevada. AngloGold’s Comments on the Newmont Offer Commenting on Newmont’s offer, AngloGold’s Executive Director and CFO, Jonathan Best, said: “AngloGold considers that Newmont’s offer is a high-risk proposition for Normandy shareholders. We consider that the comparative analysis which Newmont has presented in selling its offer and its characterisation of AngloGold are misleading in a number of ways.” He outlined these as follows: AngloGold has a superior performance record From both a financial and an operating perspective, AngloGold’s recent performance suggests that it is the preferred choice of investment between the competing companies. Financially,AngloGold’s recent performance has been superior to that of Newmont. For the nine months to 30 September 2001 AngloGold’s headline earnings were US$194 million compared with Newmont’s operating loss of US$8.4 million. Operationally, AngloGold has also produced superior results, with total production costs per ounce of US$211 per ounce for the three months to 30 September 2001 compared with Newmont’s total production costs of US$241 per ounce for the same period. Newmont has less potential for re-rating Newmont’s offer is predicated on offering Normandy shareholders its paper, which trades at higher multiples than AngloGold, in anticipation of a dramatic rise in the gold price. The risk for Normandy shareholders is a fall in the Newmont share price as it is not supported by the company’s earnings and cashflow. In contrast, while AngloGold has positioned itself so as to benefit from a substantial rise in the gold price, AngloGold is confident that it can deliver attractive returns to shareholders at the present gold price. AngloGold is offering Normandy shareholders a compelling value proposition with significant upside potential, in terms of both price and performance. AngloGold is a high dividend payer Acceptance of Newmont’s offer is likely to result in a substantial reduction in dividends for Normandy shareholders as Newmont has offered a very low dividend yield in recent years. In contrast, AngloGold pays high dividends and intends to maintain this practice. Normandy shareholders who accept the AngloGold offer (and are on the AngloGold register by the record date) will qualify for the final dividend payable by AngloGold for the financial year ending 31 December 2001. It has been suggested that Newmont does not pay a material dividend because it is a capital growth company. AngloGold has demonstrated that profitable companies are able to grow and to pay healthy dividends. Newmont’s offer will be value dilutive AngloGold believes Newmont’s offer will be dilutive for Normandy shareholders in terms of earnings, cashflow and net present value per share. Newmont carries substantial country risk Newmont has claimed that AngloGold carries a higher risk than Newmont does because of its operations in South Africa. In fact, in excess of 100% of Newmont’s profits for the nine months to 30 September 2001 were generated from operations in Bolivia, Indonesia, Peru and Uzbekistan. Newmont’s North American operations, which account for approximately 59% of production, have a total production cost of US$270 per ounce for the nine months to September 2001. Newmont’s North American operations could, at best, be described as high-cost and marginal. AngloGold has a demonstrated track record of closing or selling high-cost marginal operations wherever they might be. The most recent example of this is the sale of AngloGold’s Free State assets which will have the effect of reducing AngloGold’s cash operating costs for the nine months to 30 September from US$184 per ounce to US$175 per ounce on a pro forma basis. This compares with Newmont’s cash operating costs for the same period of US$185 per ounce. Contravention of Australian Law & Policy Mr Best said that AngloGold considered that various aspects of the arrangements between Newmont, Franco Nevada and Normandy and the terms of Newmont’s proposed takeover bid “contravened fundamental aspects” of Australian takeover law and policy. AngloGold’s concerns relate to: - the special benefits that are to be given to Franco Nevada, its associates and shareholders, that are not being offered to other Normandy shareholders (in particular, the merger proposal pitched at a significant premium to the market price of Franco Nevada’s shares and underlying value of its assets); - the proposed conditions of Newmont’s takeover bid; - the apparent breaches of the Foreign Acquisition and Takeovers Act; and - the break fee arrangements between Newmont and Normandy. AngloGold believes that these arrangements give rise to unacceptable circumstances. It will be requesting the Takeovers Panel to make the following orders: - that the option agreement between Newmont and Franco Nevada over 19.9% of Normandy’s shares is set aside; and - that Newmont must remove the condition of its offer for Franco Nevada which requires Newmont to obtain 50.1% of Normandy and for the Franco Nevada acquisition to be completed, prior to dispatching Newmont’s offer for Normandy. Alternatively, AngloGold will be seeking an order that Newmont must offer equivalent benefits to other shareholders (valued potentially at up to A$2.25 to A$5.50 per Normandy share in addition to the announced exchange ratio) in addition to the order to set aside the option agreement. AngloGold considers that the break fee arrangements between Normandy and Newmont contravene the policy of the Takeovers Panel and are unacceptable and should be set aside. AngloGold is reviewing the legality of these arrangements in other jurisdictions, including Canada, and whether it will also commence legal proceedings in those jurisdictions. Holders of Normandy shares and Normandy ADSs located in the United States are strongly advised to read the F4 registration statement regarding the offer referred to in this press release and other documents filed with the US Securities and Exchange Commission, because they contain important information. Holders of Normandy shares and Normandy ADSs may read and copy these statements at the US Securities and Exchange Commission's public reference rooms. Please call the US Securities and Exchange Commission at +1-800-SEC-0330 for further information on the public reference rooms. These US Securities and Exchange Commission filings are also available to the public from commercial document retrieval services. Disclaimer Except for the historical information which may be contained herein, there maybe matters discussed in this news release that are forward-looking statements. Such statements are only predictions and actual events or results may differ materially. For a discussion of important factors including, but not limited to, development of the Company's business, the economic outlook in the gold mining industry, expectations regarding gold prices and production, and other factors, which could cause actual results to differ materially from such forward-looking statements, refer to the Company's annual report on the Form 20-F for the year ended December 31, 2000 which was filed with the Securities and Exchange Commission on April 23, 2001. anglogold.co.za