AngloGold Ashanti PLC [AU] Filings

20-F 1 au-20231231.htm 20-F au-20231231

As filed with the Securities and Exchange Commission on 25 April 2024

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 20-F


☐	REGISTRATION STATEMENT PURSUANT TO SECTION 12(B) OR 12(G) OF THE SECURITIES EXCHANGE ACT OF 1934
	OR
☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 OR
☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 OR
☐	SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2023

Commission file number: 001-41815

AngloGold Ashanti plc

(Exact Name of Registrant as Specified in its Charter)

England and Wales

(Jurisdiction of Incorporation or Organisation)

4th Floor, Communications House, South Street

Staines-upon-Thames, Surrey, TW18 4PR

United Kingdom

6363 S. Fiddlers Green Circle, Suite 1000

Greenwood Village, CO 80111

United States of America

(Address of Principal Executive Offices)

Gillian Ann Doran, Chief Financial Officer, Telephone: +1 (720) 9538283

E-mail: gdoran@anglogoldashanti.com, 6363 S. Fiddlers Green Circle, Suite 1000, Greenwood Village, CO 80111, United States of

America

(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbols	Name of each exchange on which registered
Ordinary Shares	AU	New York Stock Exchange
3.375% Notes due 2028	AU/28	New York Stock Exchange
3.75% Notes due 2030	AU/30	New York Stock Exchange
6.50% Notes due 2040	AU/40	New York Stock Exchange

Securities 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:


Ordinary Shares of $1.00 each	419,729,856


Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.		Yes ☒ No ☐

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.		Yes ☐ No ☒

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 12 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 ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).		Yes ☒ No ☐

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


Check one:	Large accelerated filer ☒			Accelerated filer ☐		Non-accelerated filer ☐		Emerging growth company ☐

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, 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 13(a) of the Exchange Act. ☐

† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards

Codification after April 5, 2012.

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over

financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit

report.☒


If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.	☒
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).	☒


Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:		U.S. GAAP ☐

International Financial Reporting Standards as issued by the International Accounting Standards Board ☒ Other ☐


If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.		Item 17 ☐ Item 18 ☐
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).		Yes ☐ No ☒

Table of Contents


TABLE OF CONTENTS
			Page

Presentation of information			6
Certain forward-looking statements			10
Glossary of selected terms
	Financial terms		11
	Currencies		13
	Mining terms		14
	Abbreviations		18
Part I:
Item 1:	Identity of directors, senior management and advisors		23
Item 2:	Offer statistics and expected timetable		23
Item 3:	Key information		23
	3A.	[Reserved]	23
	3B.	Capitalisation and indebtedness	23
	3C.	Reasons for the offer and use of proceeds	23
	3D.	Risk factors	24
Item 4:	Information on the company		55
	4A.	History and development of the company	55
	4B.	Business overview	57
	4C.	Organisational structure	99
	4D.	Property, plants and equipment	100
Item 4A:	Unresolved staff comments		142
Item 5:	Operating and financial review and prospects		143
	5A.	Operating results	144
	5B.	Liquidity and capital resources	189
	5C.	Research and development, patents and licences, etc.	198
	5D.	Trend information	198
	5E.	Critical accounting estimates	198
Item 6:	Directors, senior management and employees		199
	6A.	Directors and senior management	199
	6B.	Compensation	208
	6C.	Board practices	213
	6D.	Employees	220
	6E.	Share ownership	221
	6F.	Disclosure of a registrant's action to recover erroneously awarded compensation	233
Item 7:	Major shareholders and related party transactions		234
	7A.	Major shareholders	235
	7B.	Related party transactions	236
	7C.	Interests of experts and counsel	237
Item 8:	Financial information		238
	8A.	Consolidated financial statements and other financial information	239
		Legal proceedings	240
		Dividends	245
	8B.	Significant changes	246

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Item 9:	The offer and listing			247
	9A.	Offer and listing details		247
	9B.	Plan of distribution		247
	9C.	Markets		247
	9D.	Selling shareholders		247
	9E.	Dilution		247
	9F.	Expenses of the issue		247
Item 10:	Additional information			248
	10A.	Share capital		248
	10B.	Articles of association		249
	10C.	Material contracts		269
	10D.	Exchange controls		273
	10E.	Taxation		274
	10F.	Dividends and paying agents		279
	10G.	Statement by experts		279
	10H.	Documents on display		279
	10I.	Subsidiary information		279
	10J.	Annual report to security holders		279
Item 11:	Quantitative and qualitative disclosures about market risk			280
Item 12:	Description of securities other than equity securities			282
	12A.	Debt securities		282
	12B.	Warrants and rights		282
	12C.	Other securities		282
	12D.	American Depositary Shares		282
		12D.3	Depositary fees and charges	282
		12D.4	Depositary payments for 2023	282
Part II:
Item 13:	Defaults, dividend arrearages and delinquencies			283
Item 14:	Material modifications to the rights of security holders and use of proceeds			284
Item 15:	Controls and procedures			285
Item 16A:	Audit committee financial expert			288
Item 16B:	Code of ethics			289
Item 16C:	Principal accountant fees and services			290
Item 16D:	Exemptions from the listing standards for audit committees			290
Item 16E:	Purchases of equity securities by the issuer and affiliated purchasers			291
Item 16F:	Change in registrant’s certifying accountant			292
Item 16G:	Corporate governance			292
Item 16H:	Mine safety disclosure			293
Item 16I:	Disclosure regarding foreign jurisdictions that prevent inspections			293
Item 16J:	Insider trading policies			293
Item 16K:	Cybersecurity			293
Part III:
Item 17:	Financial statements			296
Item 18:	Financial statements			F-1
Item 19:	Exhibits			E-1

Table of Contents

PRESENTATION OF INFORMATION

Corporate restructuring

On 12 May 2023, AngloGold Ashanti Limited announced the intention to implement a corporate restructuring to reorganise its

operations under a new parent company, AngloGold Ashanti plc, incorporated in England and Wales and tax resident in the

United Kingdom (UK), with a primary listing of its ordinary shares on the New York Stock Exchange (NYSE). On 18 August 2023,

the shareholders of AngloGold Ashanti Limited approved the corporate restructuring, which was implemented through the issue

of ordinary shares of AngloGold Ashanti plc in exchange for the existing ordinary shares of AngloGold Ashanti Limited.

On 25 September 2023, the Group completed its corporate restructuring with the commencement of trading of the ordinary

shares of AngloGold Ashanti plc on the NYSE, maintaining the ticker symbol AU. Trading in the AngloGold Ashanti Limited

American Depositary Shares (ADSs) on the NYSE ceased at the close of market on 22 September 2023 and the AngloGold

Ashanti Limited ADS programme was terminated with effect from 25 September 2023. AngloGold Ashanti remains committed to

the Johannesburg Stock Exchange (JSE) and A2X Market (A2X) in South Africa and the Ghana Stock Exchange (GSE) in Ghana

on which it has maintained secondary listings. The ordinary shares of AngloGold Ashanti plc were listed on the JSE and A2X on

20 September 2023, maintaining the ticker symbol ANG. The ordinary shares and Ghanaian Depositary Shares of AngloGold

Ashanti plc were listed on the GSE, maintaining the ticker symbols AGA and AAD, respectively, on 26 September 2023.

On 27 June 2023, AngloGold Ashanti Limited voluntarily delisted from the Australian Securities Exchange (ASX).

Upon completion of the corporate restructuring, AngloGold Ashanti plc became the listed UK parent company of the Group and

the successor issuer to AngloGold Ashanti Limited. The previous South African parent company of the Group, AngloGold Ashanti

Limited, became a direct, wholly-owned subsidiary of AngloGold Ashanti plc and was renamed AngloGold Ashanti (Pty) Ltd.

AngloGold Ashanti Holdings plc, the Isle of Man company holding all of the Group’s operations and assets located outside South

Africa, also became a direct, wholly-owned subsidiary of AngloGold Ashanti plc.

Upon completion of the corporate restructuring, the Group’s global headquarters were moved to Denver, Colorado in the United

States. The Company’s registered office and principal executive office are located in the United Kingdom. The Group also retains

a substantial corporate office in Johannesburg, South Africa.

AngloGold Ashanti plc

In this annual report on Form 20-F, unless the context otherwise requires, references to AngloGold, AngloGold Ashanti, AGA, the

company, the Company, we, us, our, the group and the Group are references to (i) prior to the implementation of the corporate

restructuring, AngloGold Ashanti Limited including, as appropriate, subsidiaries and associate companies of AngloGold Ashanti

Limited and (ii) subsequent to the implementation of the corporate restructuring, AngloGold Ashanti plc including, as appropriate,

subsidiaries and associate companies of AngloGold Ashanti plc.

IFRS financial statements

As a company incorporated in the United Kingdom, AngloGold Ashanti prepares annual audited consolidated financial

statements and unaudited consolidated half-year financial statements in accordance with IFRS Accounting Standards as issued

by the International Accounting Standards Board (IASB). These financial statements are distributed to shareholders and are

submitted to the NYSE, JSE as well as the GSE.

Explanatory note

General

Prior to the filing of this annual report on Form 20-F, in connection with the preparation of its consolidated financial statements as

of and for the financial year ended 31 December 2023, the Company, as successor issuer to AngloGold Ashanti Limited

(currently known as AngloGold Ashanti (Pty) Ltd), concluded that AngloGold Ashanti Limited’s previously issued audited

consolidated financial statements as of and for the financial year ended 31 December 2022, included in the annual report on

Form 20-F for the financial year ended 31 December 2022 filed by AngloGold Ashanti Limited with the U.S. Securities and

Exchange Commission (the “SEC”) on 17 March 2023 (the “2022 Form 20-F”) (the “Original Full-Year 2022 Financial

Statements”) contained an error in the calculation of the net deferred tax asset with regard to the Obuasi mine. Additionally, the

Company also identified other errors which were not considered material to (i) the Original Full-Year 2022 Financial Statements

and (ii) AngloGold Ashanti Limited’s previously issued audited consolidated financial statements as of and for the financial year

ended 31 December 2021, included in the annual report on Form 20-F for the financial year ended 31 December 2021 filed by

AngloGold Ashanti Limited with the SEC on 30 March 2022 (the “Original Full-Year 2021 Financial Statements”).

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Non-reliance

As previously reported, on 21 February 2024, the Audit and Risk Committee of the board of directors of the Company (the “Audit

and Risk Committee”), based on the recommendation of, and after consultation with, the Company’s management, concluded

that (i) the Original Full-Year 2022 Financial Statements and (ii) AngloGold Ashanti Limited’s previously issued unaudited

condensed consolidated interim financial statements as of and for the six-month period ended 30 June 2023, included in a report

on Form 6-K filed by AngloGold Ashanti Limited with the SEC on 4 August 2023 (the “Half-Year 2023 Form 6-K”) (the “Original

Half-Year 2023 Financial Statements”), should no longer be relied upon.

Impact of the restatements

The Audit and Risk Committee evaluated the effect of these prior period errors and determined that the Company needed to

restate the Original Full-Year 2022 Financial Statements and would restate the Original Full-Year 2021 Financial Statements, in

both cases in accordance with IFRS Accounting Standards. The aggregate restatement due to the error related to the reported

amount of the net deferred tax asset with regard to the Obuasi mine resulted in a reduction in profit for the financial year ended

31 December 2022 by $49 million. The restatement due to the other immaterial errors which were also corrected resulted in a

reduction in profit for the financial year ended 31 December 2022 by $16 million and a reduction in profit for the financial year

ended 31 December 2021 by $8 million. The restatements had no impact on the Group’s debt, the financial maintenance

covenants in its credit facilities or its statement of cash flows. Furthermore, certain other information has also been adjusted to

reflect the effects of the corporate restructuring. For further information on the restatements, including the impact thereof on each

financial statement line item, see “Item 18: Financial Statements—Note 1—Statement of Compliance—1.3 Restatements”.

Items restated in this filing

The Company’s management believes it is preferable to present the restated Original Full-Year 2022 Financial Statements

together with the Company’s audited consolidated financial statements as of and for the financial year ended 31 December 2023

in this annual report on Form 20-F. The Company believes this will allow readers to review more easily all pertinent data in a

single document and therefore does not plan to amend the 2022 Form 20-F. Separately, the Company will present the restated

Original Half-Year 2023 Financial Statements in an amendment to the Half-Year 2023 Form 6-K.

Controls and procedures considerations

As previously reported, as a result of the errors described above and the related restatements, the Company’s management has

identified a material weakness in the Company’s internal control over financial reporting. In addition, the Company’s

management has identified two additional material weaknesses in the Company’s internal control over financial reporting. The

Company’s management has accordingly concluded that the Company’s internal control over financial reporting was not effective

as of 31 December 2023 and its disclosure controls and procedures were similarly not effective as of 31 December 2023. The

Company’s management has identified remediation plans to address each material weakness. For a further discussion of the

material weaknesses in the Company’s internal control over financial reporting and related plans of remediation, see “Item 15:

Controls and Procedures”.

Currency

AngloGold Ashanti presents its consolidated financial statements in United States dollars.

In this annual report on Form 20-F, references to US dollar, dollar, USD, US$ or $ are to the lawful currency of the United States,

references to € or Euro are to the lawful currency of the European Union, references to ARS or Argentinean peso are to the

lawful currency of Argentina, references to AUD, Australian dollar or A$ are to the lawful currency of Australia, references to BRL

or Brazilian real are to the lawful currency of Brazil, references to TZS or Tanzanian shilling are to the lawful currency of the

United Republic of Tanzania, references to Ghanaian cedi, GHS, cedi or Gh¢ are to the lawful currency of Ghana, references to

CDF or Congolese franc are to the lawful currency of the Democratic Republic of the Congo, references to rand, ZAR or R are to

the lawful currency of the Republic of South Africa, references to GBP, British pounds or £ are to the lawful currency of the United

Kingdom, references to Canadian dollar, CAD or C$ are to the lawful currency of Canada and references to Colombian peso or

COP are to the lawful currency of Colombia.

Non-GAAP financial measures

From time to time AngloGold Ashanti may publicly disclose certain “Non-GAAP” financial measures in the course of its financial

presentations, earnings releases, earnings conference calls and otherwise.

In this annual report on Form 20-F, AngloGold Ashanti presents the financial items “total cash costs”, “total cash costs per

ounce”, “all-in sustaining costs”, “all-in sustaining costs per ounce”, “all-in costs”, “all-in costs per ounce”, “average gold price

received per ounce”, “sustaining capital expenditure” and “non-sustaining capital expenditure”, which have been determined

using industry guidelines and practices and are not measures under IFRS. An investor should not consider these items in

isolation or as alternatives to cost of sales, gold income, capital expenditure or any other measure of financial performance

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presented in accordance with IFRS or as an indicator of the Group’s performance. The Group uses certain Non-GAAP

performance measures and ratios in managing the business and may provide users of this financial information with additional

meaningful comparisons between current results and results in prior operating periods. Non-GAAP financial measures should be

viewed in addition to, and not as an alternative to, the reported operating results or any other measure of performance prepared

in accordance with IFRS. In addition, the presentation of these measures may not be comparable to similarly titled measures that

other companies use. See “Glossary of selected terms—Financial terms—Total cash costs”, “Glossary of selected terms—

Financial terms—All-in sustaining costs”, “Glossary of selected terms—Financial terms—All-in costs”, “Glossary of selected

terms—Financial terms—Average gold price received per ounce”, “Glossary of selected terms—Financial terms—Sustaining

capital (expenditure)” and “Glossary of selected terms—Financial terms—Non-sustaining capital (expenditure)” for definitions.

During 2018, the World Gold Council (“WGC”), an industry body, published a revised Guidance Note on “all-in sustaining costs”

and “all-in costs” metrics, which gold mining companies can use to supplement their overall Non-GAAP disclosure. The WGC

worked closely with its members (including AngloGold Ashanti) to develop these Non-GAAP measures which are intended to

provide further transparency into the full cost associated with producing gold. It is expected that these metrics, in particular, the

“all-in sustaining cost” and “all-in cost” metrics which AngloGold Ashanti provides herein, will be helpful to investors,

governments, local communities and other stakeholders in understanding the economics of gold mining. “Total cash costs” is

calculated in accordance with the guidelines of the Gold Institute industry standard and industry practice and is a Non-GAAP

measure. The Gold Institute, which has been incorporated into the National Mining Association, is a non-profit international

association of miners, refiners, bullion suppliers and manufacturers of gold products, which developed a uniform format for

reporting total cash costs on a per ounce basis. The guidance was first adopted in 1996 and revised in November 1999.

While the Gold Institute provided definitions for the calculation of “total cash costs” and the WGC published a revised Guidance

Note on “all-in sustaining costs” and “all-in costs” metrics during 2018, the calculation of “total cash costs”, “total cash costs per

ounce”, “all-in sustaining costs”, “all-in sustaining costs per ounce”, “all-in costs” and “all-in costs per ounce” may vary

significantly among gold mining companies, and by themselves do not necessarily provide a basis for comparison with other gold

mining companies. However, AngloGold Ashanti believes that “total cash costs”, “all-in sustaining costs” and “all-in costs” in total

by mine and per ounce by mine as well as “average gold price received per ounce”, “sustaining capital expenditure” and “non-

sustaining capital expenditure” are useful indicators to investors and management as they provide:

•an indication of profitability, efficiency and cash flows;

•the trend in costs as the mining operations mature over time on a consistent basis; and

•an internal benchmark of performance to allow for comparison against other mines, both within the Group and at other gold

mining companies.

Management prepares its internal management reporting documentation, for use and decision making by the Chief Operating

Decision Maker (CODM), on an attributable basis. The key metrics are based on the attributable ounces, gold income, “total cash

costs”, “all-in costs”, “all-in sustaining costs”, “sustaining capital expenditure” and “non-sustaining capital expenditure” from each

operation and as a consequence includes AngloGold Ashanti’s share of the “total cash costs”, “all-in costs”, “all-in sustaining

costs”, “sustaining capital expenditure” and “non-sustaining capital expenditure” of its joint ventures that are accounted for under

the equity method. In a capital intensive industry, this basis allows management to make operating and resource allocation

decisions on a comparable basis between mining operations irrespective of whether they are consolidated or accounted for

under the equity method. This basis of calculating the metrics, where costs should be reported on the same basis as sales (i.e., if

sales are reported on an attributable basis, then costs should be reported on an attributable basis), is also consistent with the

WGC’s Guidance Note on “all-in sustaining costs” and “all-in costs” metrics.

Although AngloGold Ashanti has shareholder rights and board representation commensurate with its ownership interests in its

equity-accounted joint ventures and review the underlying operating results including “total cash costs”, “all-in costs”, “all-in

sustaining costs”, “sustaining capital expenditure” and “non-sustaining capital expenditure” with them at each reporting period, it

does not have direct control over their operations or resulting revenue and expenses, nor does it have a proportionate legal

interest in each financial statement line item. AngloGold Ashanti’s use of “total cash costs”, “all-in costs”, “all-in sustaining costs”,

“sustaining capital expenditure” and “non-sustaining capital expenditure” on an attributable basis, is not intended to imply that it

has any such control or proportionate legal interest, but rather to reflect the Non-GAAP measures on a basis consistent with its

internal and external segmental reporting.

A reconciliation of cost of sales as included in the Company’s audited financial statements to “all-in sustaining costs”, “all-in

sustaining costs per ounce”, “all-in costs”, “all-in costs per ounce”, “total cash costs” and “total cash costs per ounce” for each of

the three years in the period ended 31 December 2023 is presented on a total (subsidiaries/joint ventures) and segment basis

herein. In addition, the Company has provided detail of the attributable ounces of gold produced and sold by mine for each of