To view the PDF file, sign up for a MySharenet subscription.

ANGLO AMERICAN PLC - Demerger of Thungela Resources Limited (Thungela) Results of General Meeting and Court Meeting

Release Date: 06/05/2021 08:00
Code(s): AGL     PDF:  
Wrap Text
Demerger of Thungela Resources Limited (“Thungela”) – Results of General Meeting and Court Meeting

Anglo American plc (the “Company”)
Registered office: 20 Carlton House Terrace, London SW1Y 5AN
Registered number: 3564138 (incorporated in England and Wales)
Legal Entity Identifier: 549300S9XF92D1X8ME43
ISIN: GBOOB1XZS820
JSE Share Code: AGL
NSX Share Code: ANM

Demerger of Thungela Resources Limited (“Thungela”) – Results of General Meeting and
Court Meeting

Anglo American is pleased to announce that at the general meeting (the “General Meeting”) and
court meeting (the “Court Meeting”) of shareholders held on Wednesday, 5 May 2021, in connection
with the proposed demerger of Thungela (the “Demerger”), to be implemented by a Court
sanctioned scheme of arrangement (the “Scheme”), all the resolutions proposed were duly passed.
Full details of the resolutions are set out in the notices of the General Meeting and the Court Meeting
contained in the circular to shareholders dated 8 April 2021 (the “Circular”).

At the General Meeting, the special resolution to approve the Demerger Resolution (as defined in
the Circular) providing for the implementation of the Scheme, was passed by the requisite majority.

At the Court Meeting, a majority in number of Scheme Shareholders (as defined in the Scheme),
who voted (either in person or by proxy) and who together represented over 75% by value of the
votes cast, voted in favour of the resolution to approve the Scheme. The resolution was accordingly
passed.

GENERAL MEETING

The voting on the special resolution to approve the Demerger Resolution was taken on a poll and
the results were as follows:

Number of votes: For: 893,259,839 (94.25%) Against: 54,512,365 (5.75%) Withheld: 564,102

COURT MEETING

The voting on the resolution to approve the Scheme was taken on a poll and the results were as
follows:

Number of Scheme Shareholders voting: For: 302 (88.56%) Against: 39 (11.44%)

Number of votes: For: 881,633,160 (94.03%) Against: 55,984,433 (5.97%)

Percentage of eligible Scheme Shares (as defined in the Scheme) voted: For: 64.68% Against:
4.11%

Completion of the Demerger remains subject to the satisfaction or waiver of certain conditions set
out in the Circular, including (but not limited to) the Court sanctioning the Scheme at the Court
hearing which is expected to take place on Wednesday, 26 May 2021. Subject to the fulfilment of
such conditions, the Scheme is expected to become effective on Friday, 4 June 2021.

If the Scheme becomes effective, it is expected that on Monday, 7 June 2021, Thungela ordinary
shares will be: (i) admitted to trading on the Main Board of the Johannesburg Stock Exchange; and
(ii) admitted to the standard listing segment of the UK Official List and admitted to trading on the
main market of the London Stock Exchange (together, “Admission”).

Information on trading

Anglo American’s ordinary shares will be marked “Ex” to the Demerger on Monday, 7 June 2021
(the “Ex-Date”), when Admission has occurred and following the Demerger becoming effective after
close of business on Friday, 4 June 2021 (the “Record Date”).

Between the Record Date and the Ex-Date, holders of Anglo American ordinary shares should note
that from a trading perspective, unless the counterparties specifically agree otherwise, a buyer of
Anglo American ordinary shares ahead of the Ex-Date will assume the benefit to any entitlement to
the ordinary shares of Thungela arising out of the Demerger, and the seller would need to pass the
benefit to the buyer, even if the seller is the recorded owner at the Record Date.

Other information

This announcement will be available for viewing on Anglo American’s website,
www.angloamerican.com, as soon as practicable.

A copy of the special resolution passed at the General Meeting has been submitted to the Financial
Conduct Authority and will shortly be available for inspection on the National Storage Mechanism at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

Defined terms used but not defined in this announcement have the meanings set out in the Circular
dated 8 April 2021.

Ellie Klonarides
Deputy Company Secretary
Anglo American plc
6 May 2021

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)

Date: 06-05-2021 08:00:00
Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
 the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, 
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
 information disseminated through SENS.

Share This Story