SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 or 15d-16 OF
THE SECURITIES EXCHANGE ACT OF 1934

AngloGold Ashanti Limited

(Name of Registrant)

76 Jeppe Street
Newtown, Johannesburg, 2001
(P.O. Box 62117, Marshalltown, 2107)
South Africa
(Address of Principal Executive Offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F: þ            Form 40-F: o

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):

Yes: o            No: þ

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):

Yes: o            No: þ

Indicate by check mark whether the registrant by furnishing the information contained in this form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes: o            No: þ

Enclosures: Form of ADS rights certificate and form of instruction

The enclosed form of ADS rights certificate and form of instruction constitute Exhibits 4.1 and 4.2, respectively, of our registration statement on Form F-3 (File no. 333-132662).

 

 

[UK form of instruction — For use by US shareholders]

FORM OF INSTRUCTION IN RESPECT OF A RENOUNCEABLE LETTER OF ALLOCATION

IMPORTANT:

If you are in any doubt as to how to deal with this form of instruction, you should consult your broker, CSDP, legal adviser or other professional adviser immediately. This form of instruction must be read in its entirety, together with the Prospectus supplement dated May 27, 2008 (the “prospectus supplement”).

AngloGold Ashanti has issued all letters of allocation in dematerialised form and the electronic record for certificated shareholders is being maintained by Computershare Investor Services (Proprietary) Limited. This has made it possible for certificated shareholders, who are eligible to participate in the rights offer, to enjoy the same rights and opportunities with respect to the letters of allocation as dematerialised shareholders. You should complete this form of instruction and return it to the transfer secretaries at the address overleaf if you are an AngloGold Ashanti shareholder holding certificated shares and wish to dispose of or take up all or part of your rights offer entitlement in terms hereof.

A copy of this form of instruction and other requisite documents have been lodged with and registered on Thursday, 22 May 2008, by the Registrar of Companies in South Africa, as required by section 146A of the South African Companies Act No. 61 1973 as amended.

A brief summary of the applicable Exchange Control Regulations is set out in paragraph 7 of this form of instruction.

Each amendment to this form of instruction must be signed in full and must not be initialled.

THIS FORM OF INSTRUCTION MUST BE COMPLETED IN ITS ENTIRETY AND RETURNED TO THE TRANSFER SECRETARIES SO AS TO BE RECEIVED BY NO LATER THAN 11:00 (UK TIME) ON FRIDAY, 4 JULY 2008:

delivered to:		posted to:
AngloGold Ashanti — Rights Offer		AngloGold Ashanti — Rights Offer
Computershare Investor Services PLC		Computershare Investor Services PLC
The Pavilions		Corporate Actions Projects
Bridgwater Road		Bristol BS99 6AH, England
Bristol BS13 8AE, England

Notes:

1.		Share certificates in respect of AngloGold Ashanti shares may not be dematerialised or rematerialised between, Monday, 2 June 2008 and Friday, 6 June 2008, both days inclusive.
2.		Unless otherwise indicated, all times are South African times.

Dear Certificated Shareholder

1.		The rights offer
		AngloGold Ashanti shareholders recorded in the register at the close of trade on Friday, 6 June 2008, are offered rights offer shares at a subscription price of ZAR194.00 per rights offer share, in the ratio of 24.6403 rights offer shares for every 100 AngloGold Ashanti shares held, subject to the terms of this form of instruction and the rights offer circular.
2.		Allocation
		The rights offer shares stated in Block (3) on page 1 have been provisionally allocated for subscription at a price of ZAR194.00 per rights offer share to the AngloGold Ashanti shareholder whose name is stated in Block (1) on page 1.
3.		Qualifying Shareholders
		Only persons who are deemed to be Qualifying Shareholders in the context of the rights offer are entitled to participate in the rights offer. For this purpose, Qualifying Shareholders means only those AngloGold Ashanti shareholders who are:

	(I)		either (a) outside the United Kingdom or (b) (A) have professional experience in matters relating to investments falling within Article 19(5) of the UK Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) or (B) a person(s) falling within Article 49 of the Order (“high net worth companies, unincorporated associations etc”) or (C) a person to whom AngloGold Ashanti Limited may otherwise lawfully communicate an invitation or inducement to engage in investment activity in accordance with the Order; and
	(II)		either (a) not located in the European Economic Area or (b) a person to whom an exempt offer may be made pursuant to Article 3(2) of the European Parliament and Council Directive 2003/71/EC (the “Prospectus Directive”) (other than Article 3(2)(b)); and
	(III)		not resident in Japan; and
	(IV)		(a) not located in any other jurisdiction in which the rights offer would be unlawful and (b) not a person to whom the rights offer may not lawfully be made.

		No other person is entitled to participate in the rights offer. Attention is drawn to the confirmation, representation and warranty that each Qualifying Shareholder must provide as part of the instructions given in respect of the rights offer and this form of instruction.
4.		Acceptance and payment
		If you are a Qualifying Shareholder and wish to accept the rights offer you must complete blocks (5), (6) and (9) on page 1.

	4.1		If you are the person(s) in whose name(s) the allocation in terms of the form of instruction was issued and wish to acquire all the rights offer shares allocated to you, complete the applicable blocks as stated above. Forms B and C need not be completed.
	4.2		If you are the person(s) in whose favour the allocation in terms of the form of instruction has been renounced and you wish to acquire the rights offer shares, complete the applicable blocks as stated above as well as Form C. 4.3 If you wish to acquire the rights offer shares, a properly completed form of instruction, together with a cheque (crossed “not transferable” and with the words “or bearer” deleted) or banker’s draft (drawn on a registered bank) payable to “AngloGold Ashanti — Rights offer” for the amount due in the currency of South Africa, must be lodged with the transfer secretaries at the address referred to on page 2, so as to be received by not later than 11:00 (UK time) on Friday, 4 July 2008.
	4.4		Such payment, when the cheque or banker’s draft has been met, will constitute acceptance of the rights offer upon the terms and conditions set out in the accompanying rights offer circular and in this form of instruction, subject to the memorandum and articles of association of AngloGold Ashanti.
	4.5		No acknowledgement of receipt will be given for a cheque or banker’s draft received in accordance with this form of instruction.
	4.6		If this form of instruction and the cheque/banker’s draft is not received as set out above, then the rights offer will be deemed to have been declined and the right to subscribe for the rights offer shares offered to the addressee or renounced in favour of his/her renouncee will be deemed not to have been accepted, in the discretion of the directors of AngloGold Ashanti.
	4.7		The rounded number of rights offer shares to which AngloGold Ashanti shareholders will become entitled will be determined by the ratio of entitlement.

5.		Renunciation or sale of rights offer entitlement
		If you are a Qualifying Shareholder holding certificated shares and you do not wish to acquire the rights offer shares allocated to you in terms of the rights offer you may renounce your rights offer entitlement by completing and signing Form B, and the renouncee who wishes to acquire the rights offer shares in terms of the rights offer must complete Form C, lodge this form of instruction and make payment, in terms of paragraph 4.3 above for the number of the rights offer shares in respect of which the rights offer is accepted.
		The lodging of this form of instruction, with Form B purporting to be signed by the shareholder whose name appears thereon, will be taken to be conclusive evidence of the right of the holder:

	•		to deal with this form of instruction; or
	•		to have the rights offer shares in question allotted and to receive a certificate for those shares.

		Therefore, AngloGold Ashanti will not be obliged to investigate whether Forms B and C have been properly signed or completed or to investigate any fact surrounding the signing or lodging of either form.
		If you are a Qualifying Shareholder holding certificated shares and wish to sell all or part of your rights offer entitlement, you must complete and sign Form A and return it to the transfer secretaries to be received by no later than 11:00 (UK time) on Wednesday, 25 June 2008. Note that the transfer secretaries will endeavour to procure the sale of rights on the JSE on your behalf and to remit the net proceeds thereof in British Pounds in accordance with your instructions. In this regard, Computershare Investor Services PLC and Computershare Investor Services (Proprietary) Limited will not have any obligation or be responsible for any loss or damage whatsoever in relation to or arising from the timing of such sales, the price obtained, or the failure to dispose of such entitlements.

6.

Excess applications

	6.1		AngloGold Ashanti shareholders will have the right to apply for rights offer shares in excess of their rights offer entitlements.
	6.2		Applications for additional rights offer shares by certificated AngloGold Ashanti shareholders may only be made by completing Blocks (7), (8) and (9) on page 1.
	6.3		Excess applications will be dealt with as set out in the prospectus supplement under “the rights offers — subscription by holders of share rights — excess applications.”

7.		Exchange Control Regulations
		The following summary is intended only as a guide and is, therefore, not comprehensive. If Qualifying Shareholders are in any doubt as to the appropriate course of action they are advised to consult their professional adviser.

7.1

Pursuant to the Exchange Control Regulations and upon specific approval of the South African Reserve Bank, non-residents, excluding former residents of the Common Monetary Area, will be allowed to:

	•		take up the rights offer entitlement allocated to them in terms of the rights offer,
	•		purchase share rights on the JSE;
	•		subscribe for the rights offer shares arising in respect of the share rights purchased on the JSE provided payment is received either through normal banking channels from abroad or from a non-resident account; and
	•		purchase additional rights offer shares which have been applied for in terms of the rights offer,

			provided payment is received either through normal banking channels from abroad or from a non-resident account.
			All applications by non-residents for the above purposes must be made through an authorised dealer in foreign exchange. Electronic statements issued in terms of Strate and any share certificates issued pursuant to such applications will be endorsed “non-resident”.
	7.2		Where a right in terms of the rights offer becomes due to a former resident of the Common Monetary Area, which right is based on shares blocked in terms of the Exchange Control Regulations, then only emigrant blocked funds may be used to:

	•		take up the rights offer entitlement allocated to them in terms of the rights offer;
	•		purchase share rights on the JSE;
	•		subscribe for the rights offer shares arising in respect of the share rights purchased on the JSE; and
	•		purchase of additional rights offer shares which have been applied for in terms of the rights.

			All applications by emigrants using blocked funds for the above purposes must be made through their authorised dealer in South Africa controlling their blocked assets. Share certificates issued to such emigrants will be endorsed “non-resident” and placed under the control of the authorised dealer in foreign exchange through whom the payment was made. The proceeds due to emigrants from the sale of the share rights, if applicable, will be returned to the authorised dealer in foreign exchange for credit to such emigrants’ blocked accounts. Electronic statements issued in terms of Strate and any rights offer share certificates issued pursuant to blocked Rand transactions will be endorsed “non-resident” and placed under the control of the authorised dealer through whom the payment was made. The proceeds arising from the sale of share rights or arising from the sale of blocked shares will be credited to the blocked accounts of the emigrants concerned.
	7.3		Any AngloGold Ashanti shareholder resident outside the Common Monetary Area who receives this rights offer circular and form of instruction should obtain advice as to whether any governmental and/or other legal consent is required and/or any other formality must be observed to enable a subscription to be made in terms of such form of instruction.
	7.4		New share certificates issued pursuant to the rights offer to an emigrant will be endorsed “non-resident” and forwarded to the address of the relevant authorised dealer controlling such emigrant’s blocked assets for control in terms of the Exchange Control Regulations. Where the emigrant’s shares are in dematerialised form with a CSDP or broker, the electronic statement issued in terms of Strate will be dispatched by the CSDP or broker to the address of the emigrant in the records of the CSDP or broker.

8.		JSE listings
		The JSE has granted the listing for:

	•		share rights in respect of 69,470,442 rights offer shares with effect from the commencement of trading on Monday, 2 June 2008 to the close of trade on Friday, 27 June 2008, both days inclusive; and
	•		69,470,442 rights offer shares with effect from the commencement of trade on Monday, 30 June 2008.

9.		Documents of title
		New share certificates to be issued to AngloGold Ashanti shareholders holding certificated shares in respect of those shares to which they were entitled and for which they have subscribed, will be posted to persons entitled thereto, by registered post in South Africa, or by First Class Post in the Untied Kingdom, at the risk of the shareholders concerned, on or about Monday, 7 July 2008.
		Certificated shareholders recorded on the register receiving new certificated shares must note they will not be able to trade their shares on the JSE until such shares have been dematerialised, which could take between one to ten business days, depending on volumes being processed.
		Dematerialised shareholders will have their safe custody accounts updated at their CSDP or broker in respect of the rights offer entitlement issued to them on Monday, 7 July 2008.
		CSDPs will effect payment on “a delivery against payment method” in respect of holders of dematerialised AngloGold Ashanti shares.
10.		Commitment by the underwriters
		Subject to certain conditions, the rights offer has been fully underwritten by Goldman Sachs International, UBS Limited, Morgan Stanley & Co. International plc and J.P. Morgan Securities Ltd. Further information relating to the underwriting is disclosed in the prospectus supplement under “Underwriting”.

By order of the board
AngloGold Ashanti Limited
Company Secretary
Johannesburg
22 May 2008
Registered office		UK transfer secretaries
St James’s Corporate Services Limited		Computershare Investor Services PLC
6 St James’s Place		The Pavilions, Bridgwater Road
London SW1A 1NP		Bristol BS99 6ZZ
England		England

GENERAL INSTRUCTIONS AND CONDITIONS

(a)		Married persons: Married persons wishing to exercise their rights must comply with the provisions of the Matrimonial Property Act (Act 88 of 1984), and proof of such person’s capacity to exercise such rights may be required by the transfer secretaries.
(b)		Powers of attorney: If this form is signed under a power of attorney, then the original or certified copy thereof must be sent to the Johannesburg receiving and certification office for noting unless it has already been registered with AngloGold Ashanti or the transfer secretaries.
(c)		Companies or close corporations: A company or close corporation wishing to exercise its rights must send the original or certified copy of the directors’ or members’ resolutions authorising the exercise of such rights to the Johannesburg receiving and certification office for noting.
(d)		Stamp of broking member of the JSE: If any signature to Form B is confirmed by the stamp of a broking member of the JSE then (a), (b), or (c) above, as the case may be, will not apply.
(e)		Deceased estates and trusts: Shares will not be allotted in the name of an estate or a trust. Therefore, where the right to the rights offer shares in AngloGold Ashanti has accrued to the estate of a deceased holder or a trust, the executor or administrator or trustee (as the case may be) must complete Form B in his representative capacity and Form C must be completed by the person in whose name the rights offer             shares are to be allotted without any reference to the estate or the trust.
(f)		Joint holders: Where applicable, all joint holders of forms of instruction must sign.
(g)		Receipts and documents: No receipts will be given for completed forms of instruction and remittances. Documents accompanying forms of instruction will be returned by the transfer secretaries in due course, at the risk of the applicant.
(h)		Share certificates: AngloGold Ashanti uses the “certified transfer deeds and other temporary documents of title” procedure approved by the JSE and, therefore, will issue only one “block” share certificate for the shares allotted by it to each certificated acceptor of the rights offer.

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, AngloGold Ashanti Limited has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

		ANGLOGOLD ASHANTI LIMITED
Date: May 27, 2008		By:		/s/ LYNDA EATWELL
		Name:		Lynda Eatwell
		Title:		Company Secretary