REG - Anglo American PLC - Launch of bookbuild offering of shares in AAP

Anglo AmericanAnnouncement

26/11/2024 15:30

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RNS Number : 7332N  Anglo American PLC  26 November 2024

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 INDIRECTLY, IN OR INTO THE UNITED STATES, JAPAN OR ANY OTHER JURISDICTION IN
 WHICH OFFERS OR SALES WOULD BE PROHIBITED BY APPLICABLE LAWS AND REGULATIONS.

 THE SHARES TO WHICH THIS ANNOUNCEMENT RELATES HAVE NOT BEEN AND WILL NOT BE
 REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933 (THE "SECURITIES ACT"), AND
 MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT REGISTRATION OR AN
 EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT. THERE WILL NOT BE A
 PUBLIC OFFERING OF SUCH SHARES IN THE UNITED STATES OR IN ANY OTHER
 JURISDICTION. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

 ONLY FOR DISTRIBUTION IN AUSTRALIA TO PERSONS WHO ARE "SOPHISTICATED
 INVESTORS" OR "PROFESSIONAL INVESTORS" AS DEFINED IN SECTIONS 708(8) OR
 708(11) OF THE AUSTRALIAN CORPORATIONS ACT 2001 (CTH) (CORPORATIONS ACT) AND
 "WHOLESALE CLIENTS" AS DEFINED IN CHAPTER 7 OF THE CORPORATIONS ACT.

 NOT A SOLICITATION OF ANY PERSON IN CANADA EXCEPT ACCREDITED INVESTORS AND
 PERMITTED CLIENTS IN ALBERTA, BRITISH COLUMBIA, ONTARIO AND QUEBEC ONLY.

 26 November 2024
 Anglo American launches accelerated bookbuild offering of shares in Anglo
 American Platinum

 

Anglo American plc ("Anglo American") announces that its wholly owned
subsidiary, Anglo American South Africa Proprietary Limited ("AASA") has
launched an accelerated bookbuild offering (the "Placing") of approximately 16
million ordinary shares of Anglo American Platinum Limited ("Anglo American
Platinum") (the "Placing Shares").

 

Anglo American is working towards a demerger of Anglo American Platinum as
part of its plan to unlock the significant value inherent in its portfolio and
accelerate strategic delivery. The demerger remains on track for completion by
the middle of 2025. As part of this process work is ongoing to list Anglo
American Platinum on the London Stock Exchange under the International
Secondary Listing category of the Financial Conduct Authority in addition to
the existing primary listing on the Johannesburg Stock Exchange.

 

Anglo American is proposing to sell approximately an additional 6% of Anglo
American Platinum as part of the process to implement the demerger in a
responsible and orderly way. Upon the successful completion of the Placing,
and in combination with the prior placing completed in September 2024, the
free float of Anglo American Platinum will have been increased by more than
50%. This will further reduce the number of shares distributed through the
demerger and so mitigate the risks of market disruption from subsequent
flowback. The Placing will also raise further cash proceeds for Anglo
American, adding to balance sheet resilience.

 

Duncan Wanblad, Chief Executive of Anglo American, said: "Anglo American
Platinum has an exciting independent future ahead as the world's leading
integrated value chain producer of PGMs. It is perfectly positioned to benefit
from the increasingly attractive structural market dynamics for PGMs,
benefiting from several of the world's most attractive and competitive PGM
assets and clear plans to drive sustainable value delivery. This Placing will
consolidate the benefits of our prior sell down by further mitigating the
potential impact of flowback by creating increased trading liquidity, while
further strengthening our business as we take another major step towards
portfolio simplification through our world-class positions in copper, premium
iron ore and crop nutrients."

 

Following completion of the Placing, AASA's remaining shares in Anglo American
Platinum will be subject to a lock-up of 90 days, subject to customary
exceptions. As stated above, the demerger of Anglo American Platinum is on
track for completion by the middle of 2025 and, on this basis, Anglo American
does not intend to execute a further market sell-down of its shareholding
ahead of that.

 

The Placing is being made to qualifying institutional investors only (as set
out in greater detail in the notice below), subject to customary selling
restrictions and is not an offer to the public in any jurisdiction.

 

The bookbuilding period for the Placing will commence with immediate effect
and AASA reserves the right to close the bookbuilding process at any time. The
results of the Placing, including the number of Placing Shares to be sold and
the price per Placing Share, will be announced as soon as practicable after
the closing of the bookbuilding process.

 

Goldman Sachs International, Morgan Stanley & Co. International plc and
Rand Merchant Bank (a division of FirstRand Bank Limited) are acting as joint
bookrunners (together the "Joint Bookrunners") and Investec Bank Limited is
acting as co-manager (the "Co-Manager") in connection with the Placing.

 

 

For further information, please contact:

 

 Media                                                                              Investors

 UK                                                                                 UK

 James Wyatt-Tilby                                                                  Tyler Broda

 james.wyatt-tilby@angloamerican.com                                                tyler.broda@angloamerican.com
 (mailto:james.wyatt-tilby@angloamerican.com)

                                                                                  Tel: +44 (0)20 7968 1470
 Tel: +44 (0)20 7968 8759

                                                                                  Michelle West-Russell
 Marcelo Esquivel

                                                                                  michelle.west-russell@angloamerican.com
 marcelo.esquivel@angloamerican.com (mailto:marcelo.esquivel@angloamerican.com)     (mailto:michelle.west-russell@angloamerican.com)

 Tel: +44 (0)20 7968 8891                                                           Tel: +44 (0)20 7968 1494

 Rebecca Meeson-Frizelle                                                            Asanda Malimba

 rebecca.meeson-frizelle@angloamerican.com                                          asanda.malimba@angloamerican.com
 (mailto:rebecca.meeson-frizelle@angloamerican.com)

                                                                                  Tel: +44 (0)20 7968 8480
 Tel: + 44 (0)20 7968 1374

 South Africa

 Nevashnee Naicker

 nevashnee.naicker@angloamerican.com

 Tel: +27 (0)11 638 3189

 

Notes:

Anglo American is a leading global mining company focused on the responsible
production of copper, premium iron ore and crop nutrients - future-enabling
products that are essential for decarbonising the global economy, improving
living standards, and food security. Our portfolio of world-class operations
and outstanding resource endowments offers value-accretive growth potential
across all three businesses, positioning us to deliver into structurally
attractive major demand growth trends.

 

Our integrated approach to sustainability and innovation drives our
decision-making across the value chain, from how we discover new resources to
how we mine, process, move and market our products to our customers - safely,
efficiently and responsibly. Our Sustainable Mining Plan commits us to a
series of stretching goals over different time horizons to ensure we
contribute to a healthy environment, create thriving communities and build
trust as a corporate leader. We work together with our business partners and
diverse stakeholders to unlock enduring value from precious natural resources
for our shareholders, for the benefit of the communities and countries in
which we operate, and for society as a whole. Anglo American is re-imagining
mining to improve people's lives.

 

Anglo American is currently implementing a number of major structural changes
to unlock the inherent value in its portfolio and thereby accelerate delivery
of its strategic priorities of Operational excellence, Portfolio
simplification, and Growth. This portfolio transformation will focus Anglo
American on its world-class resource asset base in copper, premium iron ore
and crop nutrients, once the sale of our steelmaking coal and nickel
businesses, the demerger of our PGMs business (Anglo American Platinum), and
the separation of our iconic diamond business (De Beers) have been completed.

 

www.angloamerican.com (http://www.angloamerican.com)

 

 

Important notice

 

This announcement is for information purposes only and shall not constitute or
form a part of any offer or solicitation to purchase or subscribe for
securities in the United States of America, including its territories and
possessions, any state of the United States and the District of Columbia (the
"United States"), Canada, Australia or Japan or in any other country where
such offer or solicitation is unlawful or requires registration or any other
measures ("Restricted Territories"). This announcement and the information
contained herein is restricted and is not for publication or distribution,
directly or indirectly, in whole or in part, in or into any Restricted
Territory. Any failure to comply with these restrictions may constitute a
violation of the securities laws of such jurisdictions. Anglo American and
AASA assumes no responsibility or liability whatsoever in the event there is a
violation by any person of such restrictions.

 

In South Africa, the Placing will only be made by way of separate private
placing to: (i) selected persons falling within one of the specified
categories listed in section 96(1)(a) of the South African Companies Act 71 of
2008 (the "South African Companies Act"); or (ii) selected persons, acting as
principal, acquiring Placing Shares for a total acquisition cost of
ZAR1,000,000 or more, as contemplated in section 96(1)(b) of the South African
Companies Act ("South African Qualifying Investors"). The Placing is not being
made to, and cannot be accepted by, any person that is not a South African
Qualifying Investor or any person that is otherwise prohibited from
participating in the Placing for any reason, including in South Africa. This
announcement is only being made available to such South African Qualifying
Investors. Accordingly: (i) the Placing is not an "offer to the public" as
contemplated in the South African Companies Act; (ii) the information
contained in this announcement does not, nor does it intend to, constitute a
"registered prospectus" or an "advertisement" in relation to an "offer to the
public", as contemplated by the South African Companies Act and the South
African Companies Regulations of 2011 (the "Companies Regulations"); and (iii)
no prospectus has been filed with the South African Companies and Intellectual
Property Commission ("CIPC") in respect of the Placing. As a result, this
announcement does not comply with the substance and form requirements for a
prospectus set out in the South African Companies Act and the Companies
Regulations, and has not been approved by, and/or registered with, the CIPC.
The information contained in this announcement constitutes factual information
as contemplated in Section 1(3)(a) of the South African Financial Advisory and
Intermediary Services Act, 37 of 2002, as amended, (the "South African FAIS
Act") and should not be construed as an express or implied recommendation,
guide or proposal that any particular transaction in respect of the Placing
Shares or in relation to the business or future investments of Anglo American,
Anglo American Platinum and AASA is appropriate to the particular investment
objectives, financial situations or needs of a prospective investor, and
nothing in this announcement should be construed as constituting the
canvassing for, or marketing or advertising of, financial services in South
Africa. Neither Anglo American, Anglo American Platinum nor AASA is a
financial services provider licensed as such under the South African FAIS Act.

 

The securities referred to herein have not been and will not be registered
under the Securities Act and may not be offered or sold, directly or
indirectly, in or into the United States except pursuant to an exemption from,
or in a transaction not subject to, the registration requirements of the
Securities Act. There is no intention to register any securities referred to
herein in the United States or to make a public offering of the securities in
the United States. The securities referred to herein have not been approved,
disapproved or recommended by the U.S. Securities and Exchange Commission, any
state securities commission in the United States or any other U.S. regulatory
authority, nor have any of the foregoing authorities passed upon or endorsed
the merits of the offering of the securities referred to herein.

 

In any EEA Member State, this communication is only addressed to and is only
directed at "qualified investors" in that Member State within the meaning of
Article 2(e) of the Prospectus Regulation (Regulation (EU) 2017/1129 (the
"Prospectus Regulation")).

 

In the United Kingdom, this announcement and any other materials in relation
to the securities described herein is only being distributed to, and is only
directed at, and any investment or investment activity to which this
announcement relates is available only to, and will be engaged in only with,
"qualified investors" within the meaning of Article 2(e) of the UK version of
the Prospectus Regulation as it forms part of domestic law in the United
Kingdom by virtue of the as defined in the European Union (Withdrawal) Act
2018 and who are (i) persons having professional experience in matters
relating to investments who fall within the definition of "investment
professionals" in Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005, as amended (the "Order");1 or (ii) high net
worth entities falling within Article 49(2)(a) to (d) of the Order or (iii)
other persons to whom it may otherwise lawfully be communicated (all such
persons together being referred to as Relevant Persons"). Any investment or
investment activity in connection with this announcement will be available to,
and will only be engaged with, qualified investors in the EEA or Relevant
Persons in the United Kingdom. Any person who is not a qualified investor or a
Relevant Person should not act or rely on this announcement or any of its
contents.

 

The Joint Bookrunners, the Co-Manager and their respective affiliates are
acting solely for AASA and no one else in connection with the Placing and will
not be responsible to anyone other than AASA for providing the protections
afforded to its clients nor for providing advice in relation to the Placing
and/or any other matter referred to in this. Apart from the responsibilities
and liabilities, if any, which may be imposed on the Joint Bookrunners, the
Co-Manager or their respective affiliates by their respective regulatory
regimes, neither the Joint Bookrunners, the Co-Manager nor any of their
respective affiliates accepts any responsibility whatsoever for the contents
of the information contained in this announcement or for any other statement
made or purported to be made by or on behalf of the Joint Bookrunners, the
Co-Manager or any of their respective affiliates in connection with AASA, the
Placing Shares or the Placing. The Joint Bookrunners, the Co-Manager and each
of their respective affiliates accordingly disclaim all and any responsibility
and liability whatsoever, whether arising in tort, delict, contract or
otherwise (save as referred to above) in respect of any statements or other
information contained in this announcement and no representation or warranty,
express or implied, is made by the Joint Bookrunners, the Co-Manager or any of
their respective affiliates as to the accuracy, completeness or sufficiency of
the information contained in this announcement.

 

The distribution of this announcement and the offering of the Placing Shares
in certain jurisdictions may be restricted by law. No action has been taken by
AASA or the Joint Bookrunners or the Co-Manager that would permit an offering
of such shares or possession or distribution of this announcement or any other
offering or publicity material relating to such shares in any jurisdiction
where action for that purpose is required. Persons into whose possession this
announcement comes are required by AASA, the Joint Bookrunners and the
Co-Manager to inform themselves about, and to observe, such restrictions. Any
failure to comply with these restrictions may constitute a violation of the
securities laws of any such jurisdiction.

 

The information contained in this announcement is for background purposes only
and does not purport to be full or complete. No reliance may be placed for any
purpose on the information contained in this announcement or its accuracy or
completeness. This announcement does not identify or suggest, or purport to
identify or suggest, the risks (direct or indirect) that may be associated
with an investment in the Placing Shares. Any investment decision to buy
Placing Shares in the Placing must be made solely on the basis of publicly
available information, which has not been independently verified by the Joint
Bookrunners, the Co-Manager and/or AASA.

 

This announcement does not represent the announcement of a definitive
agreement to proceed with the Placing and, accordingly, there can be no
certainty that the Placing will proceed. AASA reserves the right not to
proceed with the Placing or to vary any terms of the Placing in any way.

 

This announcement includes statements that may constitute forward-looking
statements within the meaning of the securities laws of certain jurisdictions.
Such forward-looking statements can be identified by the use of
forward-looking terminology such as "believes", "expects", "may", expects",
"intends", "will", "will continue", "should", "would be", "seeks",
"anticipates" or similar expressions or the negative thereof or other
variations thereof or comparable terminology. By their nature, forward-looking
statements involve risks and uncertainties because they relate to events and
depend on circumstances that may or may not occur in the future. AASA
explicitly disclaims any intention or obligation or undertaking publicly to
release the result of any revisions to any forward-looking statements in this
announcement that may occur due to any change in AASA's expectations or to
reflect events or circumstances after the date of it. All subsequent written
and oral forward-looking statements attributable to either AASA or to persons
acting on its behalf are expressly qualified in their entirety by the
cautionary statements referred to above and contained elsewhere in this
document.

 

The Placing Shares to be sold pursuant to the Placing are admitted to listing
and trading on the Main Board of the Johannesburg Stock Exchange.

 

 

Group terminology

 

In this document, references to "Anglo American", the "Anglo American Group",
the "Group", "we", "us", and "our" are to refer to either Anglo American plc
and its subsidiaries and/or those who work for them generally, or where it is
not necessary to refer to a particular entity, entities or persons. The use of
those generic terms herein is for convenience only, and is in no way
indicative of how the Anglo American Group or any entity within it is
structured, managed or controlled. Anglo American subsidiaries, and their
management, are responsible for their own day-to-day operations, including but
not limited to securing and maintaining all relevant licences and permits,
operational adaptation and implementation of Group policies, management,
training and any applicable local grievance mechanisms. Anglo American
produces group-wide policies and procedures to ensure best uniform practices
and standardisation across the Anglo American Group but is not responsible for
the day to day implementation of such policies. Such policies and procedures
constitute prescribed minimum standards only. Group operating subsidiaries are
responsible for adapting those policies and procedures to reflect local
conditions where appropriate, and for implementation, oversight and monitoring
within their specific businesses.

 

Disclaimer

This document is for information purposes only and does not constitute, nor is
to be construed as, an offer to sell or the recommendation, solicitation,
inducement or offer to buy, subscribe for or sell shares in Anglo American or
any other securities by Anglo American or any other party. Further, it should
not be treated as giving investment, legal, accounting, regulatory, taxation
or other advice and has no regard to the specific investment or other
objectives, financial situation or particular needs of any recipient.

 

Forward-looking statements and third party information

This document includes forward-looking statements. All statements other than
statements of historical facts included in this document, including, without
limitation, those regarding Anglo American's financial position, business,
acquisition and divestment strategy, dividend policy, plans and objectives of
management for future operations, prospects and projects (including
development plans and objectives relating to Anglo American's products,
production forecasts and Ore Reserve and Mineral Resource positions) and
sustainability performance related (including environmental, social and
governance) goals, ambitions, targets, visions, milestones and aspirations,
are forward-looking statements. By their nature, such forward-looking
statements involve known and unknown risks, uncertainties and other factors
which may cause the actual results, performance or achievements of Anglo
American or industry results to be materially different from any future
results, performance or achievements expressed or implied by such
forward-looking statements.

 

Such forward-looking statements are based on numerous assumptions regarding
Anglo American's present and future business strategies and the environment in
which Anglo American will operate in the future. Important factors that could
cause Anglo American's actual results, performance or achievements to differ
materially from those in the forward-looking statements include, among others,
levels of actual production during any period, levels of global demand and
commodity market prices, unanticipated downturns in business relationships
with customers or their purchases from Anglo American, mineral resource
exploration and project development capabilities and delivery, recovery rates
and other operational capabilities, safety, health or environmental incidents,
the effects of global pandemics and outbreaks of infectious diseases, the
impact of attacks from third parties on our information systems, natural
catastrophes or adverse geological conditions, climate change and extreme
weather events, the outcome of litigation or regulatory proceedings, the
availability of mining and processing equipment, the ability to obtain key
inputs in a timely manner, the ability to produce and transport products
profitably, the availability of necessary infrastructure (including
transportation) services, the development, efficacy and adoption of new or
competing technology, challenges in realising resource estimates or
discovering new economic mineralisation, the impact of foreign currency
exchange rates on market prices and operating costs, the availability of
sufficient credit, liquidity and counterparty risks, the effects of inflation,
terrorism, war, conflict, political or civil unrest, uncertainty, tensions and
disputes and economic and financial conditions around the world, evolving
societal and stakeholder requirements and expectations, shortages of skilled
employees, unexpected difficulties relating to acquisitions or divestitures,
competitive pressures and the actions of competitors, activities by courts,
regulators and governmental authorities such as in relation to permitting or
forcing closure of mines and ceasing of operations or maintenance of Anglo
American's assets and changes in taxation or safety, health, environmental or
other types of regulation in the countries where Anglo American operates,
conflicts over land and resource ownership rights and such other risk factors
identified in Anglo American's most recent Annual Report. Forward-looking
statements should, therefore, be construed in light of such risk factors and
undue reliance should not be placed on forward-looking statements. These
forward-looking statements speak only as of the date of this document. Anglo
American expressly disclaims any obligation or undertaking (except as required
by applicable law, the City Code on Takeovers and Mergers, the UK Listing
Rules, the Disclosure and Transparency Rules of the Financial Conduct
Authority, the Listings Requirements of the securities exchange of the JSE
Limited in South Africa, the SIX Swiss Exchange, the Botswana Stock Exchange
and the Namibian Stock Exchange and any other applicable regulations) to
release publicly any updates or revisions to any forward-looking statement
contained herein to reflect any change in Anglo American's expectations with
regard thereto or any change in events, conditions or circumstances on which
any such statement is based.

 

Nothing in this document should be interpreted to mean that future earnings
per share of Anglo American will necessarily match or exceed its historical
published earnings per share. Certain statistical and other information
included in this document is sourced from third party sources (including, but
not limited to, externally conducted studies and trials). As such it has not
been independently verified and presents the views of those third parties, but
may not necessarily correspond to the views held by Anglo American and Anglo
American expressly disclaims any responsibility for, or liability in respect
of, such information.

©Anglo American Services (UK) Ltd 2024.  (TM) and (TM) are trademarks of
Anglo American Services (UK) Ltd.

 

 

Legal Entity Identifier: 549300S9XF92D1X8ME43

 

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