Wrap Text
Final terms for the proposed demerger of Anglo American Platinum and associated share
consolidation
Anglo American plc
Registered office: 17 Charterhouse Street, London EC1N 6RA
Registered number: 3564138 (incorporated in England and Wales)
Legal Entity Identifier: 549300S9XF92D1X8ME43
ISIN: GBOOB1XZS820
JSE Share Code: AGL
NSX Share Code: ANM
(the "Company")
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 13:00 on Thursday, 22 May 2025
Election from Small UK Certificated Shareholders participating in the
UK Certificated Share Sale Option
Last date for transfers between the Registers in order to Tuesday, 27 May 2025
participate in the Demerger and the Share Consolidation1
Closing of the Anglo American ADS issuance and cancellation books2 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 18:00 on Friday, 30 May 2025
Distribution
Share Consolidation Record Time 18:00 on Friday, 30 May 2025
ADS Record Date for determining entitlement to the Demerger Close of business (New York City
Distribution time) on Friday, 30 May 2025
Demerger Distribution of Demerger Shares to Qualifying 23:59 on Saturday, 31 May 2025
Shareholders (Demerger 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 08:00 on Monday, 2 June 2025
trading on the 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 08:00 on Monday, 2 June 2025
dealings in the New Shares on the LSE under the new ISIN
(GB00BTK05J60 and SEDOL: BTK05J6)
Crediting of AAP DIs to CREST accounts and Computershare UK As soon as possible after 08:00 on
Nominee Monday, 2 June 2025
CREST accounts credited in respect of New Shares in Uncertificated As soon as possible after 08:00 on
Form Monday, 2 June 2025
Anglo American Shares marked 'ex' the entitlement to the Demerger Monday, 2 June 2025
Distribution 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 ISIN3 (GB00BTK05J60 and SEDOL: BTK05J6)
Qualifying Shareholders on the SA Register entitled to participate in Monday, 2 June 2025
the 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 By 11:00 (South Africa time) on
respect of fractional entitlements arising from the Demerger and Tuesday, 3 June 2025
Share Consolidation
Record date for JSE settlement and administrative purposes for (i) Wednesday, 4 June 2025
Demerger in 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 09:00 (South Africa) time on Thursday,
holders with AAP Shares pursuant to the Demerger and crediting of 5 June 2025
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 Thursday, 5 June 2025
Anglo 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- Thursday, 5 June 2025
opened
Crediting of cash proceeds in respect of fractional entitlements arising No later than Friday, 13 June 2025
from 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 No later than Friday, 13 June 2025
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 Within 10 business days of completion
Shareholders who have elected to participate in the UK Certificated of the relevant sale
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.
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)
Clare Davage
Deputy Company Secretary
Anglo American plc
20 May 2025
Date: 20-05-2025 10:00:00
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