AngloGold Ashanti plc (AU) Earnings Call Transcript & Summary

Good afternoon, ladies and gentlemen, and welcome to AngloGold Ashanti's conference on the acquisition of Centamin. [Operator Instructions] I would now like to turn the conference over to Stewart Bailey. Please go ahead, sir.

Thanks, Danae, and welcome, everybody to the call. As the operator mentioned, it's to run through the announcement made earlier today regarding the acquisition of Centamin. We'll do a quick presentation and then we'll go to questions. As usual, before we start, there are extensive disclaimers in the front of the presentation, and they contain important information that we would urge you to read through those when you have a moment. Without further ado, I'll hand over to Alberto.

Thank you, Stewart. Good morning, everyone. I'm very pleased to be talking to you about the announcement earlier today relating to our proposed acquisition of Centamin. Let me start by saying we've been on the journey over the past 2.5 years. We have the right team at all levels of the organization. We deliver predictability -- sorry, we've had the right team at the organization. We've implemented our operating model and we have initiated our full asset potential program. We placed tremendous internal effort behind these initiatives, which have delivered predictability to our business as well as significant efficiencies and flexibility. Those who follow AngloGold Ashanti will know that the cost gap with our peers has narrowed significantly since we started on this path fairly in 2022. In parallel, we have successfully moved our primary listing and hit the bourses for the United States, giving us an attractive and liquid currency. First, it matches our core competencies in exploration, safe and sustainable operations of large open pit and underground gold mines in Africa and asset optimization through the full asset potential program, which is now a known quantity of improvement in our existing portfolio. As I will show you shortly, Centamin Sukari assets is a world-class Tier 1 asset. It provides us an immediate step change in our production and an improvement in both our cash cost and all-in sustaining cost remembering that we consolidated our subsidiaries and report joint ventures on an attributable basis. This deal is immediately accretive on NAV per share basis, and accretive to free cash flow per share from the first full year of production. Importantly, we see the opportunity for additional value upside through implementation of our full asset potential program which has already delivered incremental EBITDA benefits of $464 million to our portfolio in the last 2 years. Our existing corporate infrastructure, which clearly has the bandwidth to incorporate the Centamin assets and our global scale, which brings procurement and supply chain benefits to Centamin's assets as part of a larger global mining business. We're not currently in a position to publicly commit to a number for synergies, but we're comfortable that there's a very good opportunity in this regard. And as I said earlier, this acquisition leverages our proven exploration expertise and operating credentials, including in Africa. At the same time, I'd like to recognize the operating improvements made by the Sukari's team in recent years, the strong partnership with the government of Egypt and an impressive operating capability in Egypt that we will look to nurture and maintain. Moving now to Slide 6 and the transaction overview of the recommended acquisition of Centamin. The deal has been restructured as mainly stock for some cash which will serve as the strength of our balance sheet while the addition of Sukari's production and cash flows further enhance our ability to return cash to shareholders under our existing capital allocation framework. The acquisition has been unanimously recommended by both AngloGold Ashanti and Centamin's Boards. Our initial discussions with the Egyptian government ahead of this announcement have been positive and we have emphasized our commitment to Egypt and to maintain Centamin's good working relationship with the Egyptian government. Based on the yesterday's closing share prices and exchange rates, the offer values Centamin at GBP 1.9 billion, USD 2.5 billion, implied a premium of 36.7% versus the share price as of yesterday. On completion of the deal, Centamin shareholders will own around 16.4% of the combined group. We expect to maintain our current dividend policy and existing delisting structure after completion of the deal. Turning now to Slide 7 and Centamin in more in detail. As I said, Centamin's primary asset is Sukari, while it has an exploration and development foothold in Côte d'Ivoire. Since starting commercial production in 2010, Sukari has been the benefit of Egypt's stable legal framework. This mine is expected to produce 470,000 to 500,000 ounces this year and currently has 4.9 million ounces of measured and indicated mineral resource and 5.8 million ounces of proven and probable mineral reserve. This combines with the nearly EDX blocks where the second phase of Nugrus drilling is taking place with field works on all blocks. Together, Sukari, therefore provides a large scale and low-cost producing asset with significant cash flow generation. Its mining and processing as well as in geology complement our own capabilities with the opportunity to deploy our world-class exploration expertise to unlock the next phase of Sukari's growth. Moving now to Côte d'Ivoire, with Doropo project presents an interesting opportunity with 1.2 million ounces of measured and indicated mineral resource, a further 0.3 million ounces inferred resource and a total of 1.9 million ounces of proven and probable mineral reserve. The DFS has been published and Mining License application is underway. The second asset in the country is ABC where drilling has been completed and evaluation is underway. Current estimates are for 2.2 million ounces of inferred resource. Taking together these exciting assets across Egypt and Côte d'Ivoire, [indiscernible] represents an opportunity to acquire 5.7 million ounces of measured and indicated mineral resource and 7.7 million ounces of reserves, proven and probable mineral reserves. Looking now to Slide 8 and how Sukari is a natural fit with AngloGold's portfolio of world-class assets and projects. Looking at 2023, combined numbers, the addition of Sukari will increase the proportion of productions from Tier 1 assets to 67% on a combined basis, up from 62% currently. The addition of Sukari increases our combined mineral reserve to 32.3 million ounces. This is an excellent fit with our current portfolio in Africa and consistent with our strategy of increasing the share of production from Tier 1 assets. It complements the exciting opportunity that we are moving up the value in Nevada and the longer-dated option we have in Colombia. Slide 8, Sukari's Egypt's first and largest modern gold mine. It is a clear Tier 1 gold operation with 5.9 million ounces of production already under its belt. Production last year was around 450,000 ounces. And as I said earlier, it is expected to reach at least closer to 500,000. Importantly, [indiscernible] has invested heavily in the past 2 years to improve mining infrastructure, including renewable energy and extensive pre-stripping of waste which fosters the asset well in coming years. Additional investments are underway, including grid connection and gravity circuit installation. The transaction provides us exposure to the highly prospective Nubian Shield where several large established gold producers are now active. On Slide 10. As I mentioned at the outset, we've been on a long journey to rebuild competitiveness and tightened capital allocation. This transaction is consistent with that focus on capital discipline and, as you can imagine, we have spent significant time assessing this opportunity ahead of today. The deal, and I want to stress this because that is how we measure any potential [ MA deal ], it has to be and it is NAV accretive on a share basis, and it will also be accretive on a free cash flow share from its full year of production. We cannot disclose our own numbers, but I would point you to several independent institutions like CIBC that publishes -- I think last year Centamin was about 0.83p NAV and AngloGold was 1.3, you will clearly see why it would be NAV accretive on independent sort of evaluation. On a combined 2023 basis, annual production increases to more than 3 million ounces, while lowering all-in sustaining costs and cash costs. On a combined basis, our adjusted net debt to adjusted EBITDA will decrease from 0.9 to 0.7 due to Centamin's net cash position. As I mentioned, the transaction also provides an opportunity to leverage AngloGold's full asset potential program which already has delivered an incremental EBITDA benefit of $464 million from all existing assets in the last 2 years. Let me stop here because this is a crucial point. This deal is not accretive on its own, but that's not where our ambitions store. We are very excited by the opportunity to deploy our well-proven full asset potential methodology in Sukari's assets. We have not -- we can't say about the numbers in Sukari, but what I can tell you is that, on average in all of our assets and Tier 1 assets that would be similar to Sukari for every 1 million assets of production, we have been able to increase EBITDA by $200 million in the last 2 years. So we are looking with a lot of excitement of this initiative that we will be deploying immediately after we acquire Centamin. We see the potential to drive operational efficiencies and improvements through streamlining duplicated corporate footprint costs through integration with our corporate infrastructure. We also expect to benefit from an enhanced global scale with clear benefits from both the procurement and supply chain perspective. We see significant production upside in high-grade zones where deposits are not constrained at depth and remain open in several durations. And as I mentioned, there's a further strong potential for reserve and resource growth in the neighboring EDX blocks, applying our strong exploration track record. Let me talk about EDX. In 2021, Centamin was awarded approximately 3,000 square kilometers of exploration tenements in the area, representing high perspective but underexplored geological terrain. Since then, Centamin has been systematically exploring these areas, now 2,644 square kilometers, with a number of attractive prospects identified and further potential for significant additions. Its promising discovery is Little Sukari, identified from limited drill testing in Nugrus with reported downhole results as shown here. Little Sukari is geologically analogous to Sukari and given its proximity can leverage the adjacent of Sukari lease and plant operation. Before wrapping up, I want to spend some time talking about how we operate to deliver shared value and partnership across our operations. In the areas in which we operate our assets, we undertake local procurement and employment, which are key strategic drivers of creating shared benefits. We are aligned to world-class standards and have a strong record as stewards of the environment with a focus on reducing our environmental footprint, including reducing greenhouse gas emissions. In this respect, Centamin's climate goals and decarbonization initiatives are well aligned with ours. Partnership is important to us. We have long had government and state shareholders in our operations in Guinea and Argentina, and have demonstrated a good track record of responsiveness to social and economic needs during times of crisis. We have a strong focus on growing the shareholder engagement across the board from local sites, which are regional and national terms. And now finally, to summarize, the key highlights of this deal, Centamin, we should be acquiring an established gold producer and a long life Tier 1 gold operation in Sukari, additional close to 0.5 million ounces of production, cost lower than our average, all-in sustaining $1,200, so about $300 lower than ours, and a large mineral reserves and resource and an attractive exploration package. It's a transaction that provides a reduction in cost and step change in production. The combination also allows us to leverage our expertise in the safe, responsible operation of a large open pit and underground gold mines in Africa as well as our world-class industry-leading exploration capability. There is upside in leveraging our corporate infrastructure, bringing our global scale to bear in procurement and implementing our proven asset optimization process. The deal is immediately accretive on a NAV per share basis and also accretive on a free cash flow share from the first full year of production. In conclusion, this acquisition is a competitive strategic fit for us and a significant value creation opportunity for shareholders. Thank you.

Thanks, Danae. We can take questions, please.

[Operator Instructions] The first question we have comes from Adrian Hammond of SBG.

Alberto, I have 2 questions for you, please. I'll start with the first one. This announcement, I would say, comes as a bit of a surprise, we can judge it by the share price move today. That -- does this represent a change in the strategy by management or the Board? Because my understanding is that you were going in one direction. You sold the SA assets, you shifted the primary listing to the U.S. You were very committed to organic growth with Nevada in the Tier 1 jurisdiction. You now seem to be going opposite direction. So I just want to clarify, is there going to be further M&A on its way?

Yes. Thanks, Adrian. Look, this is not a change in strategy. I'm pretty sure in our conversations, I've always said the first years, to put the house in the order, we want to close the gap. And then at some point, we will start looking after we made the move or deals that would enhance our focus on Tier 1 assets, which is probably in the long run where we are going. This was obviously a way where -- a lot of interesting strategic possibilities in AngloGold. But I would say in the long run, it is focused on having more and more production at reserves from Tier 1. Moving to America was the right thing because that was the -- that's where the largest part of gold. But we can't limit ourselves. I started talking about M&A and said, look, it has to lower cost, not increase our risk, and it has to be Tier 1, that is difficult to find. We looked at some things in Canada, for example, but the problem there is that 70% premium or something like that, as we know. And so that's not NAV accretive. I did say and I've been adamant internally with our team, we will not do anything that is not NAV accretive because that's in the end what matters in the long run. So this is according to what we were looking something that lowered our costs, increased our emphasis on Tier 1 assets, jurisdictions that we understand, and we can manage well. And yes, it just fits our strategy. Very important for us something where we could deploy both our corporate structure and our -- so the way that we have passed 9 -- we have achieved a very significant improvement in our assets. And that is, as you may have heard from my voice that is like forefront in our mind deploying the full asset potential. So it is not a change of strategy. It is the same focus on Tier 1, focus on value. And yes, that's where we are.

That's clear. I appreciate that. Secondly, just to talk about the asset itself, I mean, there's no disputing these metrics you've given us and I'm aligned with that. Certainly, when you report costs and product reporting 100%, but you're actually only entitled to [indiscernible] 50% of the profits. So your shareholders aren't benefiting from the full leverage to the gold price. So it's in the price, obviously, but -- so where is the premium -- what's the premium for? And where is the value here? Is it that EMRA royalty and profit share. I mean, is that going to be carried through for the underground mine at Sukari? And what about those exploration projects? Or are you quite serious about Ivory Coast?

Thanks, Adrian, for the question. I think it's a very interesting question and allows me to expand on this. If you look at all of our operations. And for that matter, all of the gold operations, I would say, you're talking about close to 50% state take. It doesn't matter how they recover that state take. If you take our assets in Australia, for example, it's 49% or 50%. Well, that's when they let you operate. But anyway, so that it's 50%. So that's the average across. We looked at the agreement, and we were comfortable that it is -- it allows us again to be profitable and to have all of this result in NAV accretive. So that it's just a different way of calculating the state take. But in the end, for me, it is transparent. What I asked the team and what I know in detail is what is the state take? And I can tell you, it's very competitive with all of our other operations. It's in that vicinity. So it will be hopefully the same way when we go underground and all of that, and it's fine, as I said, that's sort of on average, internationally, where we are when you're talking about gold.

The next question we have comes from Chris Nicholson of RMB Morgan Stanley.

I have 3 questions. To follow up on that question from Adrian. So could I just clarify that 50% amount of operating profits that's payable to the Egyptian government is, would that be applicable over the entire 5.8 million ounces of declared reserve just different way of asking it. And is there any basis to expect that this deal should change that? I do note that there is a condition you've put in there called the Egyptian condition that may be, if there is any variation you could withdraw. The other 2 questions are quick, so I'll ask them in one go. I know you don't want to give a synergy number. Could you maybe just talk to the areas which you see where the synergies could come from, so kind of the major buckets. And then the final one, when you talk to NAV accretion, would that be after considering the 50% stake in Centamin?

First, could I ask you just we lost you in the middle of your second question, could you just repeat that, first?

Yes. Sure. I'm asking -- on to the second question, could you -- I know you're not going to quantify the synergies, but could you just verbally talk to the major buckets of synergies, which you expect post this transaction? And then the third question is, you talked to free cash flow and NAV accretion. I understand free cash flow would be after the 50% stake payable to the Egyptian government. The NAV accretion, would that account for that 50% stake?

Thank you, Chris, for the question. Look, again, the 50%, it is -- that's how it is on gold of 5.8 million ounces. But I do want to -- state stake again in Australia, in the end, they have a 50% stake to the government when you put all the mines. So it's really no different than that. And then you go to Tanzania and you would look that all of them are converging around 50%. So I would say that's just standard. And yes, the NAV accretion is after that because that's, again, not anything it is what is our profits in the end. What matters is what the shareholders will get after all of the costs including our profit sharing. And yes, the NAV accretion is including all of that. Look, the synergies, it's very interesting, again, that the takeover panel has very strict rules on what we can talk about. And I would hope in the future, we have to do all sorts of audits and things. So I can't tell you the concrete numbers about this. I can tell you that we believe that our well-proven sort of methodology can have a very interesting impact on there. And that's why I quoted this when it's all of our assets. When we've gone through all of our assets, on average, for every 1 million ounces, we were able to increase our EBITDA by $200 million, which is a very large number, but that's what we would expect because it's something that focuses on efficiency and effectiveness on mine optimization, on procurement benefits, on supply benefits, and we're very, let's say, confident and ambitious that it's going to be a very interesting opportunity. Now also, as you know, you've seen -- if you go to the 2.7, I think the corporate costs of $35 million. We have some sanctions regarding that. What we said is in Egypt, we think this is well run, all the Egyptian team and all of that, that's -- it's a well-run operation. We don't see anything there. But there's a corporate one, and we have within -- outside of Egypt, we have a corporate structure, and we would anticipate that most of the corporate structure is run from here -- from Denver. So that's the opportunity between the full asset potential in terms of operating efficiency, the supply chain, leveraging on our scale and the corporate, it's a very interesting opportunity. And yes, I probably would open in some months, we can talk more about this, but we're very excited by the opportunity. And we just finished, it's NAV accretive even without this, which is -- it's just a big issue, and that's why I point to the CIBC and the [indiscernible]. It's very clear going from a -- what I would call, a one-trick pony to a large company. Well, it's a matter of risk how it's deployed. I don't know if that answered the question.

[Operator Instructions] The next question we have come from Leroy Mnguni of HSBC.

I've got 3 questions. So, the first question is that the Doropo asset in Cote d'Ivoire, that sort of 200,000 ounces a year, it does fall into that category where it may not always justify adequate management attention. What are your plans for this asset after the acquisition? Would you be open to selling it? And then if you could please break down sort of your valuation of this company between the Sukari mine and all the projects in the portfolio just roughly speaking or in percentage terms? And then my third question is, are you concerned that someone else could come in above you with a higher competing bid? And is there any break fee that is payable to you in the event if that happens?

Thank you, Leroy, for the questions. Man, all very good questions. So I'm very grateful. Look, I think you're absolutely right. The Doropo is a very interesting opportunity. It has value. We ascribe value to it, but -- and I would combine it with the second question, the overwhelming value is on Sukari. Now to your point, the question, we need to understand it better, but it's the Jack Welch question, which is, is it worth more outside of AngloGold and inside? At this stage, we don't know, but we would be very open to that. If as I said before in my comments that we won't focus on Tier 1 ones. Well, maybe that would indicate where we will be leaving. But at this stage, it's just early days. We know it's valuable. But yes, it's something that we would be asking that question as with all of our other assets where we believe that they may be worth more outside. And then -- and the last one. Look, we can't comment on really particular valuations, but I will repeat it as overwhelmingly that. What was the second -- oh, the interlocal risk. I can't read my handwriting anymore. In terms of risk, I can't comment on that. We -- I can comment that it has been a pleasure to work with Centamin's team, management team, CEO, Chairman. It's a constructive, friendly deal. We understand the asset very well, and it's been a long process. So yes, that's what I can tell you. Whatever others do, that's with them. But I just wanted to highlight that what a good process that has been.

And, Leroy, no break fee?

No break fee.

The next question we have comes from Herbert Kharivhe of Absa.

I've got 4 questions. And the first one is around Sukari. It's, can you unpack the mechanics of the production sharing agreement and embedded in that is if the Egyptian government an equity holder in the block or they are only participating in the profits as in you [indiscernible] 100% of their costs and they only come in after you've recovered the cost and take 50% of their profits, which effectively would make it a 50% tax? and I guess, same question asked differently. Is this a carried interest in the block and how many years left in the first tax arrangement? I think some of the people say it's 15 years after commercial production. I think that would make it 1 year to go into 2025 then the second arrangement.

So thank you for your question. I will -- Gillian, our CFO, will talk on the mechanics. It's a very normal standard profit share. Gillian?

Yes. So thanks, Herbert. The business combination is aligned with the IFRS 10. So it's a subsidiary for AngloGold Ashanti. It consolidates production, cash costs and the income statement at 100%. The NCI portion has been obviously in the statement of comprehensive income and in equity on balance sheet. So very much a standard subsidiary for AngloGold Ashanti. The profit sharing mechanism, all I can do is quote what's already available on Centamin's website, which is a straight profit share, it's revenue less all operating costs less royalty less 1/3 of exploration and 1/3 of capital spend and the remainder is split 50-50. So it's a cash flow mechanism, whereby 100% of capital investment is clawed back over 3-year period. So relatively straightforward and as I said, contained within Centamin's annual report 2023 on their website. On the question of the agreement, I'll hand over to Lizelle.

Thanks, Gillian. I mean the current arrangement has been in advancement, but it has [indiscernible] period with a [ favor ] extension for another 30 years, which will be under discussion with the government. And the current tax concession application for extensions on any mineral, [indiscernible] reason why that will not be extended.

All right, just to play it back to you. So the government is not an equity partner. They are only participating at profit level after you guys who'd ever recovered all your costs. Is that -- is that the correct interpretation?

No, they're an equity partner, a 50% equity share. But the control criteria of IFRS 10 is met, so we consolidate on a 100% basis as you would any other subsidiary.

So if there is a cash investment of 100 required, are you guys contributing 100 or you are contributing 50 with a balance of 50 coming from the government?

So it's 100% on day 1 and the -- and the capital investment is spread over 3 years. So we claim in the profit share, 1/3 of the capital investment per year. And so when you have sort of a stable capital investment profile, you don't see kind of increases or decreases in our profit allocation.

I think that we will -- just to -- they cover all the costs. So they're over -- they cover and we exclude time value of money to cover all the costs and in the end, we split the cash balance 50-50.

[Operator Instructions] The next question we have comes from David Abraham of BTIG.

In respect to the Egyptian condition, I was wondering if the discussion with the Egyptian government and the Ministry of Petroleum and Mineral Resources is subject to some sort of statutory time table?

Thanks, David. No statutory time table. No, nothing. They don't need to approve it. The only approval is the 2.7 is sort of the competition authorities, Egyptian. I would want to highlight that I did meet the person, the Minister of Petroleum and welcoming we got to Egypt is just - I couldn't have hoped that. He had a career at Schlumberger, understands the resource sector very well, understands what it needs to progress and we're just very excited by the welcome we received and by the opportunity to be in Egypt.

Danae, can we go to -- directly to some webcast questions, please. I'm going to read those out. And there's Catherine Cunningham from JPMorgan asked a question on the tax and fiscal arrangements, which I think have been covered by Gillian prior. Arnold Van Graan from Nedbank said, what is the implication of this deal on your Tier 2 assets with this deal, coupled with the higher gold price, so you changed tack on those assets?

Thank you, Arnold. Repeat but another very good question. It's -- look, in mining, and this is important, you cannot shrink into greatness. So you can't just sell and sell and sell. But you can if you do deals like this one. It is -- clearly it allows you to be, what I said, focused on Tier 1 assets and to have another look at some of your Tier 2 assets. So definitely, this opens the road for that. And if I could -- again, nothing in the short run, but in the longer term, our strategy is to be mainly focused on Tier 1 assets and Tier 1 production.

Thanks Alberto. And then [indiscernible] in South Africa. As part of the profit share, is the SIB CapEx deductible? And that one for Gillian.

It's consistent. Thank you for the question. Consistent with the previous answer, all deductible CapEx over 3 years.

All right. Danae, I think there are no more questions in the queue and no more questions on the webcast. So I'm going to just -- and maybe just Herbert, if you still have an outstanding question, if you want to start one, we can still take that and then we'll -- then we'll call it a day. Not Herbert, but Leroy.

So just on the 50% profit share. So if after revenue or cost royalties, 1/3 of the CapEx and the 1/3 of exploration, there are no profits, would they like almost like you have a tax principle where accumulated losses carry over and those must be depleted first before you share profits or do you start the following year from scratch?

Yes. So look, we would never anticipate that scenario, but you're correct. That is how it would work in principle.

Remember, the all-in sustaining cost is $1,200. So yes, we hopefully, we don't get to a situation where gold goes to $1,300. We've bigger problem that -- will be crying much more, but for other reasons.

It's just maybe for clarity. For me, it just seems like the 50% profit share looks like 50% tax really, if you look at the fact that you can deduct your CapEx spend over a 3-year period. Should we -- and you're not paying any other income taxes. So should we just kind of look at it as a tax compared to...

That's the right way to look at it, Leroy. In the end, everywhere, it's the same thing, combine everything, do it however you want to. In the end, how much they take, you want to look at that at all profits and tax [ 50% ], that's the right way of looking at it.

Thanks for that, Herbert. We'll reach out to you separately and maybe just hand over to Alberto to make a final remark, and thank you all.

Look, thank you. I think your questions were great in allowing us to clarify. I do want to finish. We are very excited by this. We don't take it lightly. We know the track record of the industry and acquisitions. I can say that we have been working very hard, the due diligence process was really amazing. The other side gives us now 30-something terabytes of information. So massive amount of information, and we were very satisfied. And it is truly a Tier 1 asset. It would be sort of similar to our Geita assets, above the pit and underground. And so it just fits in very well for the portfolio, just a situation of how NAV have traded. It's a very good opportunity for us. But the greatest opportunity is this deploying our team of experts in this methodology that we have -- really has created so much value for AngloGold in the past 2 years, that $460 million of EBITDA benefits in 2 years, $200 million per million ounces. And so we're very excited by this, very excited, very grateful to be so welcomed in Egypt. And yes, so thank you all for this, and we'll continue to be sharing what we believe is just a magnificent opportunity for AngloGold. Thank you.

Thank you very much, sir. Ladies and gentlemen, that then concludes today's conference. Thank you for joining us. You may now disconnect your lines.