REG - Anglo American PLC - Publication of Final Terms

Anglo AmericanAnnouncement

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RNS Number : 3750J  Anglo American PLC  20 May 2025

Anglo American plc

Registered office: 17 Charterhouse Street, London EC1N 6RA

Registered number: 3564138 (incorporated in England and Wales)

LEI: 549300S9XF92D1X8ME43

 

 

Final terms for the proposed demerger of Anglo American Platinum and
associated share consolidation

 

At the General Meeting of Anglo American plc ("Anglo American") on Wednesday,
30 April 2025, Anglo American shareholders voted overwhelmingly to support the
proposed demerger of a portion of Anglo American's interest in the platinum
group metals business, Anglo American Platinum Limited (now renamed Valterra
Platinum Limited) ("AAP") and the associated share consolidation of Anglo
American.

 

Anglo American therefore intends to proceed with the distribution of c.51% of
AAP's issued share capital on the basis of 110 AAP shares for every 1,075
Anglo American ordinary shares ("Anglo American Shares"), as previously
announced and set out in the circular to shareholders dated Tuesday, 8 April
2025 (the "Circular").

 

In conjunction with the demerger, Anglo American also intends to carry out a
share consolidation. This is intended to provide consistency in the Anglo
American share price before and after the demerger process. The share
consolidation ratio has now been set such that each Anglo American Shareholder
will receive 96 new shares in Anglo American ("New Shares") for every 109
Anglo American Shares held at the share consolidation record time (being 18:00
UK time on Friday, 30 May 2025) (the "Consolidation Ratio"). The Consolidation
Ratio has been primarily determined on the basis of the relative three month
volume-weighted average share prices for Anglo American and AAP up to Monday,
19 May 2025, together with an appropriate adjustment for AAP's additional
dividend of R59 per share paid on Tuesday, 29 April 2025.

 

As previously announced, the effective date for the demerger will be Saturday,
31 May 2025, and on Monday, 2 June 2025, AAP's ordinary shares will be
admitted to the equity shares (international commercial companies secondary
listing) listing segment of the FCA's Official List and admitted to trading on
the London Stock Exchange's ("LSE") Main Market for listed securities, which
will be in addition to AAP's existing primary listing on the Johannesburg
Stock Exchange ("JSE").

 

The effective date for Anglo American's share consolidation is Sunday, 1 June
2025 and unconditional dealings in the consolidated shares (with new ISIN
GB00BTK05J60 and SEDOL: BTK05J6)((1))  will commence on the LSE on Monday, 2
June 2025, with the listing and commencement of dealings in entitlements to
the consolidated shares on the JSE also on Monday, 2 June 2025. Following the
share consolidation, the issued share capital of Anglo American will comprise
of 1,178,050,272 ordinary shares of US$0.6239((2)) each.

 

On Thursday, 8 May 2025, AAP shareholders approved proposals for AAP to be
renamed Valterra Platinum Limited. Valterra Platinum Limited will trade with
the abbreviated name of "Valterra" and share code "VAL" on the JSE, but
maintain the existing ISIN ZAE000013181. The shares will trade on the LSE
under the ticker symbol "VALT". The record date for shareholders to be
recorded in the AAP share register in respect of corporate actions resulting
from the name change to Valterra Platinum Limited will be Friday, 30 May 2025.

 

 

Additional information

 

The Circular contains further detail in relation to the demerger and share
consolidation, including the terms and conditions applicable to the demerger
and share consolidation and expected key dates. The Circular is available on
www.angloamerican.com/investors/anglo-american-platinum-demerger. Anglo
American Shareholders are advised to read the Circular with care and in full.

 

Fractional entitlements

 

Any holding of Anglo American Shares which is not exactly divisible by the
Consolidation Ratio will result in the number of New Shares to be received
being rounded down to the nearest whole number. Any fractional entitlements to
New Shares will be aggregated with those from other Anglo American
Shareholders and sold in the open market as soon as practicable and at the
best price reasonably obtainable. The relevant share of the aggregated
proceeds will be returned to shareholders as follows.

 

Anglo American Shareholders on the Anglo American UK share register:

•    The net proceeds of sale (following the deduction of any sale or
currency exchange costs or commissions being deducted) will be paid according
to their entitlement.

•    Fractional proceeds for Anglo American shareholders on the Anglo
American UK share register will be paid electronically by BACS payment
utilising existing dividend bank mandates or by crediting individual (or
nominee, if applicable) CREST accounts in the United Kingdom by no later than
Friday, 13 June 2025.

•    Where no mandated bank account has been registered with the UK share
registrar, the payment will be held until such time as a mandated bank account
has been registered (and a fee may be charged for release of this payment).

 

Anglo American Shareholders on the Anglo American South African share
register:

•    The cash payment due to an Anglo American shareholder in respect of
their fractional entitlements shall be determined with reference to the
volume-weighted average price in Rand of the New Shares traded on the JSE on
the first trading day following the last day to trade in Anglo American Shares
in order to participate in the share consolidation, less 10% of such
volume-weighted average price. Such reference price will be announced on SENS
by Anglo American by not later than 11:00 (South Africa time) on Tuesday, 3
June 2025.

•    Proceeds will be despatched to Anglo American shareholders on the
Anglo American South African share register either paid electronically
utilising existing dividend bank mandates or by crediting CSDP or broker
accounts (or nominee, if applicable) (in South Africa) (as the case may be) by
no later than Friday, 13 June 2025.

 

Anglo American Shareholders on the Anglo American Botswana share register:

•    The cash payment due to an Anglo American shareholder in respect of
their fractional entitlements shall be determined with reference to the
volume-weighted average price in Rand of the New Shares traded on the JSE on
the first trading day following the last day to trade in Anglo American Shares
in order to participate in the share consolidation, less 10% of such
volume-weighted average price. Such reference price will be announced on SENS
by Anglo American by not later than 11:00 (South Africa time) on Tuesday, 3
June 2025.

•    Fractional proceeds for Anglo American shareholders on the Anglo
American Botswana share register will be paid electronically utilising
existing dividend bank mandates by no later than Friday, 13 June 2025.

 

If an Anglo American Shareholder holds only one Anglo American Share (or as a
result of the share consolidation has the entitlement to receive less than one
New Share), then, as a result of the share consolidation, such Anglo American
Shareholder will receive no New Shares and will no longer be an Anglo American
Shareholder. However, such Anglo American Shareholders will receive or be
entitled to receive payment of net cash proceeds representing their fractional
entitlement to a New Share.

 

Timetable

 

The following dates and times will apply to the demerger and share
consolidation. If any of the dates and times below change, Anglo American will
give notice of the change by issuing an announcement through a RNS and SENS
announcement.

 

All references to time in this timetable are to London (UK) time unless
otherwise stated. At the date of publication of this announcement, London (UK)
time is one hour behind South Africa time.

 

 Principal events                                                                     Indicative time and/or date
 Latest time and date for Equiniti to receive completed Form of Election from         13:00 on Thursday, 22 May 2025
 Small UK Certificated Shareholders participating in the UK Certificated Share
 Sale Option
 Last date for transfers between the Registers in order to participate in the         Tuesday, 27 May 2025
 Demerger and the Share Consolidation(1)
 Closing of the Anglo American ADS issuance and cancellation books(2)                 Close of business (New York City time) on Thursday, 29 May 2025
 Last date for Qualifying Shareholders to trade on the SA Register for                Friday, 30 May 2025
 Qualifying Shareholders to participate in the Demerger and Anglo American
 Shareholders to trade on the SA Register for Anglo American Shareholders to
 participate in the Share Consolidation
 Demerger Record Time for determining entitlement to the Demerger Distribution        18:00 on Friday, 30 May 2025
 Share Consolidation Record Time                                                      18:00 on Friday, 30 May 2025
 ADS Record Date for determining entitlement to the Demerger Distribution             Close of business (New York City time) on Friday, 30 May 2025
 Demerger Distribution of Demerger Shares to Qualifying Shareholders (Demerger        23:59 on Saturday, 31 May 2025
 Effective Time)
 Share Consolidation becomes effective                                                00:01 on Sunday, 1 June 2025
 Admission of the AAP Shares to the FCA's Official List and to trading on the         08:00 on Monday, 2 June 2025
 LSE's main market for listed securities and commencement of unconditional
 dealings in AAP Shares on the LSE
 Anglo American Admission and commencement of unconditional dealings in the New       08:00 on Monday, 2 June 2025
 Shares on the LSE under the new ISIN (GB00BTK05J60 and SEDOL: BTK05J6)
 Crediting of AAP DIs to CREST accounts and Computershare UK Nominee                  As soon as possible after 08:00 on Monday, 2 June 2025
 CREST accounts credited in respect of New Shares in Uncertificated Form              As soon as possible after 08:00 on Monday, 2 June 2025
 Anglo American Shares marked 'ex' the entitlement to the Demerger Distribution       Monday, 2 June 2025
 and Share Consolidation on the JSE and LSE, removal of Anglo American Shares
 with the old ISIN and listing and commencement of dealings in entitlements to
 the New Shares (under the new consolidated share capital structure) on the JSE
 under the new ISIN(3) (GB00BTK05J60 and SEDOL: BTK05J6)
 Qualifying Shareholders on the SA Register entitled to participate in the            Monday, 2 June 2025
 Demerger entitled to trade in entitlements to AAP Shares pursuant to the
 Demerger Distribution on the JSE
 SENS announcement confirming the cash proceeds payable in respect of                 By 11:00 (South Africa time) on Tuesday, 3 June 2025
 fractional entitlements arising from the Demerger and Share Consolidation
 Record date for JSE settlement and administrative purposes for (i) Demerger in       Wednesday, 4 June 2025
 respect of Qualifying Shareholders on the SA Register; and (ii) Share
 Consolidation in respect of Anglo American Shareholders on the SA Register
 Crediting of South African CSDP or broker accounts of dematerialised holders         09:00 (South Africa) time on Thursday, 5 June 2025
 with AAP Shares pursuant to the Demerger and crediting of the Computershare SA
 Nominee with entitlements of Certificated holders to AAP Shares pursuant to
 the Demerger
 Crediting of South African CSDP or broker accounts of dematerialised Anglo           Thursday, 5 June 2025
 American holders with New Shares pursuant to the Share Consolidation and
 crediting of the Computershare SA Nominee with entitlements of Certificated
 holders to New Shares pursuant to the Share Consolidation
 Transfers between the Registers by Anglo American Shareholders re-opened             Thursday, 5 June 2025
 Crediting of cash proceeds in respect of fractional entitlements arising from        No later than Friday, 13 June 2025
 the Demerger and the Share Consolidation to CREST accounts and to CSDP or
 broker accounts in the Strate System
 Despatch of share certificates for AAP Shares and New Shares and payment             No later than Friday, 13 June 2025
 advices in respect of fractional entitlements arising from the Demerger and
 the Share Consolidation (where applicable)
 Latest date for despatch of cheques to Small UK Certificated Shareholders who        Within 10 business days of completion of the relevant sale
 have elected to participate in the UK Certificated Share Sale Option
 Notes to the timetable:

 1.         This is the last date on which transfer instructions must
 have been received by the UK Registrar or the SA Transfer Secretary (as
 applicable) to process transfers between the Registers in order to participate
 in the Demerger and Share Consolidation. Any instructions received after this
 date will not be processed until transfers between the Registers re-open on
 Thursday, 5 June 2025.

 2.         The ADS Depositary will suspend the issuance and
 cancellation of Anglo American ADSs from close of business (New York City
 time), Thursday 29 May 2025 until open of business (New York City time), on a
 date to be determined, expected to be on or after Monday, 2 June 2025. During
 this time, it will not be possible to surrender Anglo American ADSs and
 receive underlying Anglo American Shares, or deposit Anglo American Shares and
 receive Anglo American ADSs. However, the closing of the issuance and
 cancellation books does not impact trading, and therefore trading of Anglo
 American ADSs may continue during this period.

 3.         Share certificates in respect of Anglo American Shares on
 the SA Register may not be dematerialised or rematerialised between Monday, 2
 June 2025 and Thursday, 5 June 2025, both dates inclusive.

Note 1: The new ISIN and SEDOL numbers will replace the existing Anglo
American ISIN (GB00B1XZS820) and SEDOL (B1XZS82) numbers.

 

Note 2: the nominal value of an ordinary share without rounding is
$0.623855311355311 per share.

 

 

 

 

Clare Davage

Deputy Company Secretary

Anglo American plc

20 May 2025

 

 

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