REG - Anglo American PLC Valterra Platinum - Results bookbuild offering of shares in Valterra

Anglo AmericanAnnouncement

04/09/2025 07:00

For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20250904:nRSD0051Ya&default-theme=true

RNS Number : 0051Y  Anglo American PLC  04 September 2025

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
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.

 

 

 4 September 2025
 Results of Anglo American's accelerated bookbuild offering of shares in
 Valterra Platinum Limited

Further to the announcement released by Anglo American plc ("Anglo American")
on 3 September 2025 regarding the launch of an accelerated bookbuild offering
(the "Placing"), various entities controlled by Anglo American (the "Selling
Entities") have sold c.52.2m ordinary shares of Valterra Platinum Limited
(previously named Anglo American Platinum Limited) ("Valterra Platinum") (the
"Placing Shares") at a price of ZAR845 per share. This represents the sale of
the entire c.19.9% interest that was retained following the demerger of
Valterra Platinum at the end of May 2025.

 

The Placing raised cash proceeds of ZAR44.1 billion (approximately USD2.5
billion). Valterra Platinum is not a party to the Placing and will not receive
any proceeds.

 

Settlement of the Placing Shares is expected to occur on or about 9 September
2025 (on a T+3 basis) on the Johannesburg Stock Exchange.

 

 

Merrill Lynch International and The Standard Bank of South Africa Limited
acted as joint global coordinators (together the "Joint Global Coordinators"),
RBC Europe Limited acted as lead bookrunner (the "Lead Bookrunner") and
Goldman Sachs International and Morgan Stanley & Co. International plc
acted as joint bookrunners (the "Bookrunners", and together with the Joint
Global Coordinators and the Lead Bookrunner, the "Managers") 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

                                                                                  Emma Waterworth
 Marcelo Esquivel

                                                                                  emma.waterworth@angloamerican.com (mailto:emma.waterworth@angloamerican.com)
 marcelo.esquivel@angloamerican.com (mailto:marcelo.esquivel@angloamerican.com)

                                                                                  Tel : +44 (0)20 7968 8574
 Tel: +44 (0)20 7968 8891

                                                                                  Michelle West-Russell
 Rebecca Meeson-Frizelle

                                                                                  michelle.west-russell@angloamerican.com
 rebecca.meeson-frizelle@angloamerican.com                                          (mailto:michelle.west-russell@angloamerican.com)
 (mailto:rebecca.meeson-frizelle@angloamerican.com)

                                                                                  Tel: +44 (0)20 7968 1494
 Tel: + 44 (0)20 7968 1374

                                                                                  Asanda Malimba
 South Africa

                                                                                  asanda.malimba@angloamerican.com
 Nevashnee Naicker

                                                                                  Tel: +44 (0)20 7968 8480
 nevashnee.naicker@angloamerican.com

 Tel: +27 (0)11 638 3189

 Ernest Mulibana

 ernest.mulibana@angloamerican.com (mailto:ernest.mulibana@angloamerican.com)

 Tel: +27 (0)82 263 7373

 JSE Transaction Sponsor

 The Standard Bank of South Africa Limited

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 is focusing 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 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, the
Selling Entities and the Managers assume 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,
Valterra Platinum and the Selling Entities 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, Valterra Platinum nor any of the Selling
Entities 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 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"); 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 Managers and their respective affiliates are acting solely for the Selling
Entities and no one else in connection with the Placing and will not be
responsible to anyone other than the Selling Entities 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 Managers
or their respective affiliates by their respective regulatory regimes, neither
the, the Managers 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 Managers or any of their respective affiliates in
connection with the Selling Entities, the Placing Shares or the Placing. The
Managers 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 Managers or any of their
respective affiliates as to the accuracy, completeness or sufficiency of the
information contained in this announcement.

In connection with the sale of the Placing Shares, any of the Managers and any
of their respective affiliates may take up a portion of the Placing Shares in
the Placing as a principal position and in that capacity may retain, purchase,
sell, offer to sell for their own accounts such Placing Shares and other
securities of the Valterra or related investments in connection with the
Placing or otherwise. Accordingly, references in this announcement to the
Placing Shares being sold, offered, subscribed, acquired, placed or otherwise
dealt in should be read as including any issue or offer to, or subscription,
acquisition, placing or dealing by, any of the Managers and any such
affiliates acting in such capacity. In addition, any of the Managers and any
of their respective affiliates may enter into financing arrangements
(including swaps or contracts for differences) with investors in connection
with which the Managers and any such affiliates may from time to time acquire,
hold or dispose of Placing Shares. The Managers do not intend to disclose the
extent of any such investment or transactions otherwise than in accordance
with any legal or regulatory obligations to do so.

A communication that a transaction is or that the book is "covered" (i.e.
indicated demand from investors in the book equals or exceeds the amount of
the securities being offered) is not any indication or assurance that the book
will remain covered or that the transaction and securities will be fully
distributed by the Managers. The Managers reserve the right to take up a
portion of the securities in the offering as a principal position at any stage
at their sole discretion, inter alia, to take account of the objectives of the
seller, UK MiFID II requirements and in accordance with allocation policies.

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
the Selling Entities or the Managers 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 the Selling Entities, the Managers 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
Managers and/or the Selling Entities.

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. The Selling Entities reserve 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. The Selling
Entities explicitly disclaim 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 either the
Selling Entities' expectations or to reflect events or circumstances after the
date of it. All subsequent written and oral forward-looking statements
attributable to either the Selling Entities 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: (i)
listing and trading on the Main Board of the Johannesburg Stock Exchange; and
(ii) to trading on the main market for listed securities of the London Stock
Exchange plc and to listing on the equity shares (international commercial
companies secondary listing) listing category of the Official List of the
Financial Conduct Authority.

 

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.

 

Information on the Selling Entities

 

Following completion of the demerger of Valterra Platinum, the interest
retained in approximately 19.9% of the total issued ordinary share capital of
Valterra Platinum (excluding Valterra Platinum's treasury shares) was held by
the Selling Entities as follows: (i) Anglo American International Limited
("Anglo American International"), a wholly-owned indirect subsidiary of Anglo
American, continued to hold a number of ordinary shares in Valterra Platinum
representing an approximate 15.51% interest in the total issued ordinary share
capital of Valterra Platinum (excluding Valterra Platinum's treasury shares);
and (ii) Epoch Investment Holdings (RF) Proprietary Limited, Epoch Two
Investment Holdings (RF) Proprietary Limited and Tarl Investment Holdings (RF)
Proprietary Limited (collectively, the "Investment Companies" and, together
with Anglo American International, the "Selling Entities") are independent
companies owned by charitable trusts which were established to purchase Anglo
American Shares as part of Anglo American's 2006 share buyback programme. As a
result, the Investment Companies own approximately 8.4% of the ordinary shares
in Anglo American. By virtue of the Investment Companies' shareholding in
Anglo American, in connection with the demerger of Valterra Platinum the
Investment Companies each received ordinary shares in Valterra Platinum
representing, in aggregate, an approximate 4.38% interest in the total issued
ordinary share capital of Valterra Platinum (excluding Valterra Platinum's
treasury shares).

 

Tenon Investment Holdings Proprietary Limited ("Tenon"), an indirect and
wholly owned subsidiary of Anglo American, has previously entered into
agreements with each of the Investment Companies, pursuant to which the
Investment Companies purchased Anglo American shares on the market and granted
to Tenon the right to require the Investment Companies to transfer such shares
to persons nominated by Tenon (the "Agreements"). The transfer right contained
in each of the Agreements extends, on similar terms, to securities derived
from Anglo American shares and received by each of the Investment Companies as
a holder of those shares. Accordingly, Tenon's transfer right applies to the
Valterra Platinum shares received by the Investment Companies in connection
with the demerger. Tenon has exercised its transfer right under each of the
Agreements in respect of the Valterra Platinum shares held by the Investment
Companies to be sold through the Placing.

 

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

 

 

 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  ROIGSGDCRUGDGUS