Cash Proceeds of Fractional Entitlements
Anglo American plc
("Anglo American" or "the Company")
Registered office: 17 Charterhouse Street, London EC1N 6RA
Registered number: 3564138 (incorporated in England and Wales)
LEI: 549300S9XF92D1X8ME43
CASH PROCEEDS IN RESPECT OF FRACTIONAL ENTITLEMENTS ARISING FROM THE DEMERGER AND THE SHARE CONSOLIDATION
1. INTRODUCTION
Anglo American announces the cash settled entitlements to be received by its shareholders ("Anglo American Shareholders") in respect of fractional entitlements resulting from the demerger of Valterra Platinum Limited (formerly Anglo American Platinum Limited) ("Valterra Platinum") and the associated share consolidation of Anglo American.
Anglo American Shareholders are referred to: (i) the circular published by the Company on Tuesday, 8 April 2025 (the "Circular") regarding the distribution in specie by Anglo American of ordinary shares ("Demerger Shares" or "AAP Shares") held in Valterra Platinum to qualifying Anglo American Shareholders (the "Demerger") and the share consolidation to be undertaken by the Company following the implementation of the Demerger (the "Share Consolidation"); and (ii) various announcements published by the Company on Wednesday, 30 April 2025, Tuesday, 20 May 2025 and Monday, 2 June 2025 in connection with the implementation of the Demerger and Share Consolidation.
Unless otherwise defined, all capitalised terms used but not defined in this announcement shall have the meaning ascribed to them in the Circular.
Anglo American Shareholders are reminded that, subject to the terms and conditions set out in the Circular and as outlined in the finalisation announcement issued on Tuesday, 20 May 2025:
· pursuant to the Demerger, qualifying Anglo American Shareholders will receive 110 Demerger Shares for every 1 075 ordinary shares held in the Company ("Anglo American Shares") as at the Demerger Record Time; and
· pursuant to the Share Consolidation, every 109 Existing Anglo American Shares will be consolidated or consolidated and sub-divided into 96 New Shares in Anglo American ("New Shares") (the "Share Consolidation Ratio").
The purpose of this announcement is to notify Anglo American Shareholders of the value to be utilised in determining the cash payment which Anglo American Shareholders may become entitled in respect of any fractional entitlements arising as a result of the Demerger and the Share Consolidation.
The Circular contains further details in relation to the Demerger and the Share Consolidation, including the terms and conditions applicable to the Demerger and the 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.
2. CASH VALUE OF FRACTIONAL ENTITLEMENTS
THE DEMERGER
In accordance with the JSE Listings Requirements, fractional entitlements to the Demerger Shares will be rounded down to the nearest whole number and the aggregated fractions of the Demerger Shares to which Qualifying Shareholders are entitled will not be transferred to them. These fractional entitlements to the Demerger Shares will instead be aggregated, sold on the open market as soon as practicable and the relevant Qualifying Shareholder will be entitled to receive a cash payment in respect of the fraction of a Demerger Share to which they otherwise would have been entitled.
Qualifying Shareholders on the SA Register and the Botswana Register are advised that the cash payment due to them in respect of their fractional entitlements will be determined with reference to the volume-weighted average price in Rand of the AAP 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 Demerger, less 10% of such volume weighted average price.
Taking into account the volume-weighted average price of ZAR 69 964.573 cents of the AAP Shares, Qualifying Shareholders on the SA Register and the Botswana Register are advised that the calculation of the cash proceeds due to them in respect of any fractional entitlements will be based on a price of ZAR 62 968.1157 cents per Demerger Share.
These cash proceeds in respect of the fractional entitlements arising from the Demerger are expected to be paid to Qualifying Shareholders on the SA Register and the Botswana Register on Thursday, 5 June 2025 to the relevant CSDP or broker accounts in the Strate System (or in accordance with existing dividend bank mandates for Qualifying Shareholders on the Botswana Register).
For Qualifying Shareholders on the UK Register, the reference price referred to in the paragraphs above will be converted into Sterling using the Rand: Sterling spot rate given on the Bank of England website for Tuesday, 3 June 2025, with the cash proceeds in respect of the fractional entitlements arising from the Demerger expected to be paid to Qualifying Shareholders on the UK Register by no later than Friday, 13 June 2025.
THE SHARE CONSOLIDATION
In accordance with the JSE Listings Requirements, any holding of Anglo American Shares which is not exactly divisible by the Share Consolidation Ratio will result in the number of New Shares received being rounded down to the nearest whole number. Any fractional entitlements arising in respect of the New Shares will not be transferred to the Anglo American Shareholders but will instead be aggregated with those from other Anglo American Shareholders and sold in the open market as soon as practicable. The cash proceeds will be dealt with as outlined below.
The cash payment due to an Anglo American Shareholder on the SA Register and the Botswana Register in respect of their fractional entitlements will 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.
Taking into account the volume-weighted average price of ZAR 53 657.196 cents of the New Shares, Anglo American Shareholders on the SA Register and the Botswana Register are advised that the calculation of the cash proceeds due to them in respect of any fractional entitlements arising from the Share Consolidation will be based on a price of ZAR 48 291.4764 cents per New Share.
These cash proceeds in respect of the fractional entitlements arising from the Share Consolidation are expected to be paid to Anglo American Shareholders on the SA Register and the Botswana Register on Thursday, 5 June 2025 to the relevant CSDP or broker accounts in the Strate System (or in accordance with existing dividend bank mandates for Anglo American Shareholders on the Botswana Register).
For Anglo American Shareholders on the UK Register, any fractional entitlement 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, with the net proceeds of sale (following the deduction of any sale or currency exchange costs or commissionsbeing deducted) being paid according to the entitlement of the Anglo American Shareholder on the UK Register by no later than Friday, 13 June 2025.
Clare Davage
Deputy Company Secretary
Anglo American plc
3 June 2025
The Company has a primary listing on the Main Market of the London Stock Exchange and secondary listings on the Johannesburg Stock Exchange, the Botswana Stock Exchange, the Namibia Stock Exchange and the SIX Swiss Exchange.
Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)
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