REG - Anglo American PLC - Publication of circular for demerger of AAP

Anglo AmericanAnnouncement

08/04/2025 15:15

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RNS Number : 1722E  Anglo American PLC  08 April 2025

 8 April 2025
 Anglo American publishes shareholder circular for demerger of Anglo American
 Platinum

 

Anglo American plc ("Anglo American") set out a clear plan in May 2024 to
unlock the significant inherent value in its portfolio and to deliver
sustainably stronger growth and shareholder returns by focusing on the
company's world-class positions in copper, premium iron ore and crop
nutrients. The simplification of Anglo American's current portfolio includes
the demerger of a portion of its 67% owned platinum group metals business,
Anglo American Platinum Limited ("AAP").  Representing the critical next step
in the process, Anglo American has today published the circular to seek the
approval of its shareholders for the demerger at a General Meeting to be held
on Wednesday, 30 April 2025.

 

Duncan Wanblad, Chief Executive of Anglo American, said: "Anglo American
Platinum has been part of the Anglo American group for many decades as a
leader in the platinum group metals industry. While there have been many
benefits of being part of Anglo American, it became increasingly clear that
the valuation and value creation prospects of both companies could be better
optimised as two entirely separate entities. Anglo American Platinum is now
set up to thrive independently and, with the exceptional management team in
place, now is the right time to demerge the business and as a result allow our
shareholders to participate directly in its success."

 

Craig Miller, CEO of Anglo American Platinum said: "As an independent company
with a new name - Valterra Platinum(1) - we offer an exciting investment
proposition based on our industry-leading resource endowment and integrated
processing capacity. All of our managed mining assets are in the first half of
the cost curve which, together with our leading integrated value chain,
provides us with meaningful pathways to deliver value-accretive growth. With
global Platinum Group Metals (PGMs) supply in deficit, minimal industry
investment in new production capacity, and a strong case for enduring demand,
we are confident about the medium and long-term outlook for PGMs. Together
with our disciplined approach to capital allocation and robust balance sheet,
we are positioned strongly to continue delivering leading shareholder returns
through the cycle. We believe that a listing on the London Stock Exchange, in
addition to our current listing on the Johannesburg Stock Exchange, will
further benefit our geographically diverse shareholder base and will assist in
building the Group's profile and providing a larger market for trading in our
shares."

 

Consistent with its commitment to implement the demerger in a responsible
manner, Anglo American has already sold down an 11.9% shareholding in AAP from
its original 79% shareholding and will retain a c.19.9% shareholding following
the demerger. Anglo American has therefore already increased the free float of
AAP by more than 50% to help improve share trading liquidity in AAP while the
number of AAP shares to be distributed through the demerger has been reduced
by approximately 40%. These steps are expected to help make the implementation
of the demerger more efficient and mitigate flowback post demerger.

 

AAP is also proceeding with the admission of its shares to the International
Secondary Listing category of the Official List of the UK Financial Conduct
Authority ("FCA") and to trading on the London Stock Exchange's ("LSE") Main
Market for listed securities ("AAP UK Admission"), which will be in addition
to its existing primary listing on the Johannesburg Stock Exchange ("JSE"). A
prospectus in connection with the AAP UK Admission has been formally approved
by the FCA and published by AAP today. The AAP prospectus also contains
information on AAP's recent performance, for the two months ended 28 February
2025.

Proposed demerger and share consolidation process

 

In order for the proposed demerger to be implemented, Anglo American
shareholder approval will be sought at a General Meeting to be held
immediately following the Annual General Meeting, at 1pm UK time (or as soon
thereafter as the AGM shall have concluded or been adjourned) on Wednesday, 30
April 2025. If the ordinary resolution is approved, it is expected that the
effective date for the demerger will be Saturday, 31 May 2025 and AAP UK
Admission will occur on Monday, 2 June 2025.

 

As a result of the proposed demerger, c.51% of the issued share capital of AAP
will be distributed to Anglo American shareholders who will each receive 110
AAP shares for every 1,075 Anglo American shares that they hold(2).

 

Anglo American will continue to hold c.19.9% of AAP following the demerger and
intends to retain this shareholding for at least 90 days following the
demerger (subject to appropriate exceptions for any sale to maintain, and not
exceed, this c.19.9% interest), with this shareholding position to be managed
responsibly over time to effect a full separation.

 

In conjunction with the demerger, Anglo American 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 will be determined on the basis of the relative three month
volume-weighted average share prices for Anglo American and AAP, as adjusted
for its proposed additional dividend, up to the day prior to the ratio being
announced on Tuesday, 20 May 2025. The effective date for the share
consolidation is expected to be Sunday, 1 June 2025 and unconditional dealings
in the consolidated shares is expected to commence on the LSE and the JSE on
Monday, 2 June 2025. Anglo American shareholder approval is being sought for
the share consolidation as part of the ordinary resolution to approve the
demerger.

 

Notes:

 

(    ) Any capitalised terms not defined in this announcement shall have
the meaning given to such terms in the Circular.

(1   ) It is proposed that AAP will be renamed Valterra Platinum Limited,
subject to approval by shareholders of AAP at the annual general meeting of
AAP on 8 May 2025.  Valterra Platinum Limited will trade with the abbreviated
name of "Valterra" and share code "VAL" but maintain the existing ISIN
ZAE000013181.

(2)  As set out in the Circular, taking into account the 5,922,814 Anglo
American Shares for which the right to receive a dividend has been waived as
at Friday 4 April 2025, this ratio assumes 1,331,655,099 Anglo American Shares
will be held by Qualifying Shareholders at the Demerger Record Time.

 

 

Additional information

 

The shareholder circular setting out 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, has
been published today, Tuesday, 8 April 2025, together with the notice
convening the General Meeting to be held on Wednesday, 30 April 2025
("Circular"). The Circular is available on
www.angloamerican.com/investors/anglo-american-platinum-demerger
(http://www.angloamerican.com/investors/anglo-american-platinum-demerger) .
Anglo American shareholders are advised to read the Circular with care and in
full.

 

In respect of the AAP UK Admission, the AAP prospectus has been published on
AAP's website (www.angloamericanplatinum.com
(http://www.angloamericanplatinum.com) ).

 

In accordance with UK Listing Rule 6.4.1, a copy of the circular has been
submitted to the Financial Conduct Authority (FCA) and will shortly be
available for inspection via the National Storage Mechanism.

 

Timetable

 

The following are the indicative dates and times that will apply to the
demerger and share consolidation, which are based on current expectations and
are subject to change. 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, London (UK) time is one hour
behind South Africa time.

 Principal events                                                                     Indicative time and/or date
 Record date for Anglo American Shareholders to receive the Circular                  Friday, 4 April 2025
 Publication of the Circular and the AAP Prospectus                                   Tuesday, 8 April 2025
 SENS declaration announcement released by Anglo American regarding the               Tuesday, 8 April 2025
 Demerger and the Share Consolidation
 Last day to trade Anglo American Shares on the SA Register in order to               Tuesday, 22 April 2025
 participate in the General Meeting
 Latest time and date for receipt of Form of Proxy for the General Meeting            13:00 on Monday, 28 April 2025(1)
 Latest time and date for appointing a proxy for the General Meeting by way of        13:00 on Monday, 28 April 2025(1)
 CREST Proxy Instruction
 Voting Record Time for Anglo American Shareholders in respect of the General         18:30 on Monday, 28 April 2025(1)
 Meeting
 Annual General Meeting                                                               11:00 on Wednesday, 30 April 2025
 General Meeting(2)                                                                   13:00 on Wednesday, 30 April 2025
 Announcement of results of Annual General Meeting and General Meeting                Wednesday, 30 April 2025 (after the General Meeting)
 SENS finalisation announcement regarding the Demerger and the Share                  By 11:00 (South Africa time) on Tuesday, 20 May 2025
 Consolidation (including the ratio for the Share Consolidation)
 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(3)
 Closing of the Anglo American ADS issuance and cancellation books(4)                 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
 Anglo American 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 Anglo American Shares in                   As soon as possible after 08:00 on Monday, 2 June 2025
 Uncertificated Form
 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 Anglo American Shares (under the new consolidated share capital
 structure) on the JSE under the new ISIN(5) (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 Anglo American Shares pursuant to the Share
 Consolidation and crediting of the Computershare SA Nominee with entitlements
 of Certificated holders to New Anglo American 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 Anglo American Shares          No later than Friday, 13 June 2025
 and payment 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.   Monday, 28 April 2025 is a public holiday in South Africa.

 2.   General Meeting to commence at 13:00 or, if later, immediately after
 the conclusion or adjournment of the AGM.

 3.   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.

 4.   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.

 5.   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.

 

 

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 7372

 

About Anglo American:

 

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)

 

 

 

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
product 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 Guidance 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 2025.  (TM) and (TM) are trademarks of
Anglo American Services (UK) Ltd.

 

 

Legal Entity Identifier: 549300S9XF92D1X8ME43

 

 

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