Wrap Text
Anglo American launches accelerated bookbuild offering of shares in Anglo American Platinum
Anglo American plc (the "Company")
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
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY
OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, 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.
10 September 2024
Anglo American launches accelerated bookbuild offering of shares in Anglo American Platinum
Anglo American plc ("Anglo American") announces that its wholly owned subsidiary, Anglo American
South Africa Proprietary Limited ("AASA") has launched an accelerated bookbuild offering (the "Placing")
of approximately 13 million ordinary shares of Anglo American Platinum Limited ("Anglo American
Platinum") (the "Placing Shares").
On 14 May 2024, Anglo American announced its plan to unlock the significant value inherent in its
portfolio through the acceleration of its strategy and delivery of consistently stronger shareholder
returns. Integral to achieving those objectives is the demerger of Anglo American's 78.56% stake in Anglo
American Platinum, to be implemented in a responsible and orderly way to optimise value for both Anglo
American's and Anglo American Platinum's shareholders. The Placing is intended to broaden the free
float of Anglo American Platinum, reduce the number of shares distributed to Anglo American
shareholders upon demerger and thereby reduce flowback following the demerger. The Placing will also
raise proceeds for Anglo American. As recently disclosed at Anglo American's Interim Results, preparatory
work to deliver the demerger is well under way and on track, while Anglo American Platinum is also
actively considering the option of a listing in London in addition to the primary listing on the Johannesburg
Stock Exchange.
Duncan Wanblad, Chief Executive of Anglo American, said: "Anglo American Platinum is the world's
leading primary producer of platinum group metals and is well positioned to benefit from its remarkable
resource endowment and the attractive structural market dynamics for its metals and their role in
emissions reduction and clean energy. Through this Placing we are moving pro-actively to distribute some
of our Anglo American Platinum shares into the hands of a wider range of investors ahead of the planned
demerger. This is expected to increase share trading liquidity in the near term as well as mitigate the
impact of flowback following the demerger as a result of fewer Anglo American Platinum shares being
distributed to Anglo American's shareholders. The proceeds from the Placing will also reduce our net
debt as we continue to implement our portfolio transformation to focus on copper, premium iron ore
and crop nutrients – and thereby drive sustainably attractive returns."
The Placing Shares represent approximately 5% of Anglo American Platinum's total issued ordinary
shares. Following completion of the Placing, AASA's remaining shares in Anglo American Platinum will be
subject to a lock-up of 90 days, subject to customary exceptions.
The Placing is being made to qualifying institutional investors only (as set out in greater detail in the notice
below), subject to customary selling restrictions and is not an offer to the public in any jurisdiction.
The bookbuilding period for the Placing will commence with immediate effect and AASA reserves the
right to close the bookbuilding process at any time. The results of the Placing, including the number of
Placing Shares to be sold and the price per Placing Share, will be announced as soon as practicable after
the closing of the bookbuilding process.
Goldman Sachs International, Morgan Stanley & Co. International plc and Rand Merchant Bank (a division
of FirstRand Bank Limited) are acting as joint bookrunners (together the "Joint Bookrunners") in
connection with the Placing.
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)
For further information, please contact:
Media Investors
UK UK
James Wyatt-Tilby Tyler Broda
james.wyatt-tilby@angloamerican.com tyler.broda@angloamerican.com
Tel: +44 (0)20 7968 8759 Tel: +44 (0)20 7968 1470
Marcelo Esquivel Emma Waterworth
marcelo.esquivel@angloamerican.com emma.waterworth@angloamerican.com
Tel: +44 (0)20 7968 8891 Tel: +44 (0) 20 7968 8574
Rebecca Meeson–Frizelle Michelle Jarman
rebecca.meeson-frizelle@angloamerican.com michelle.jarman@angloamerican.com
Tel: + 44 (0)20 7968 1374 Tel: +44 (0)20 7968 1494
South Africa
Nevashnee Naicker
nevashnee.naicker@angloamerican.com
Tel: +27 (0)11 638 3189
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 and AASA assumes 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, Anglo American Platinum and AASA 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, Anglo American Platinum nor AASA 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 as defined in 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");1 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 Joint Bookrunners and their respective affiliates are acting solely for AASA and no one else in
connection with the Placing and will not be responsible to anyone other than AASA 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 Joint Bookrunners or their respective affiliates by their respective regulatory regimes, neither the
Joint Bookrunners 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 Joint Bookrunners or any of their respective affiliates in
connection with AASA, the Placing Shares or the Placing. The Joint Bookrunners 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 Joint Bookrunners or any of their respective affiliates as to the accuracy,
completeness or sufficiency of the information contained in this announcement.
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 AASA or the Joint Bookrunners 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 AASA and the Joint
Bookrunners 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 Joint
Bookrunners and/or AASA.
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. AASA reserves 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. AASA explicitly disclaims 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 AASA's expectations or to reflect events or
circumstances after the date of it. All subsequent written and oral forward-looking statements
attributable to either AASA 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 listing and trading on the Main
Board of the Johannesburg Stock Exchange.
About Anglo American:
Anglo American is a leading global mining company and our products are the essential ingredients in
almost every aspect of modern life. Our portfolio of world-class competitive operations, with a broad
range of future development options, provides many of the future-enabling metals and minerals for a
cleaner, greener, more sustainable world and that meet the fast growing every day demands of billions
of consumers. With our people at the heart of our business, we use innovative practices and the latest
technologies to discover new resources and to mine, process, move and market our products to our
customers – safely and sustainably.
As a responsible producer of copper, nickel, platinum group metals, diamonds (through De Beers), and
premium quality iron ore and steelmaking coal – with crop nutrients in development – we are committed
to being carbon neutral across our operations by 2040. More broadly, our Sustainable Mining Plan
commits us to a series of stretching goals to ensure we work towards a healthy environment, creating
thriving communities and building trust as a corporate leader. We work together with our business
partners and diverse stakeholders to unlock enduring value from precious natural resources for the
benefit of the communities and countries in which we operate, for society as a whole, and for our
shareholders. Anglo American is re-imagining mining to improve people's lives.
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 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.
Date: 10-09-2024 05:10:00
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