Wrap Text
Anglo American launches accelerated bookbuild offering of shares in Anglo American Platinum
News Release
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, 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.
ONLY FOR DISTRIBUTION IN AUSTRALIA TO PERSONS WHO ARE "SOPHISTICATED INVESTORS"
OR "PROFESSIONAL INVESTORS" AS DEFINED IN SECTIONS 708(8) OR 708(11) OF THE
AUSTRALIAN CORPORATIONS ACT 2001 (CTH) (CORPORATIONS ACT) AND "WHOLESALE
CLIENTS" AS DEFINED IN CHAPTER 7 OF THE CORPORATIONS ACT.
NOT A SOLICITATION OF ANY PERSON IN CANADA EXCEPT ACCREDITED INVESTORS AND
PERMITTED CLIENTS IN ALBERTA, BRITISH COLUMBIA, ONTARIO AND QUEBEC ONLY.
26 November 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 16 million ordinary shares of Anglo American Platinum
Limited ("Anglo American Platinum") (the "Placing Shares").
Anglo American is working towards a demerger of Anglo American Platinum
as part of its plan to unlock the significant value inherent in its
portfolio and accelerate strategic delivery. The demerger remains on
track for completion by the middle of 2025. As part of this process work
is ongoing to list Anglo American Platinum on the London Stock Exchange
under the International Secondary Listing category of the Financial
Conduct Authority in addition to the existing primary listing on the
Johannesburg Stock Exchange.
Anglo American is proposing to sell approximately an additional 6% of
Anglo American Platinum as part of the process to implement the demerger
in a responsible and orderly way. Upon the successful completion of the
Placing, and in combination with the prior placing completed in
September 2024, the free float of Anglo American Platinum will have been
increased by more than 50%. This will further reduce the number of
shares distributed through the demerger and so mitigate the risks of
market disruption from subsequent flowback. The Placing will also raise
further cash proceeds for Anglo American, adding to balance sheet
resilience.
Duncan Wanblad, Chief Executive of Anglo American, said: "Anglo American
Platinum has an exciting independent future ahead as the world's leading
integrated value chain producer of PGMs. It is perfectly positioned to
benefit from the increasingly attractive structural market dynamics for
PGMs, benefiting from several of the world's most attractive and
competitive PGM assets and clear plans to drive sustainable value
delivery. This Placing will consolidate the benefits of our prior sell
down by further mitigating the potential impact of flowback by creating
increased trading liquidity, while further strengthening our business
as we take another major step towards portfolio simplification through
our world-class positions in copper, premium iron ore and crop
nutrients."
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. As stated above, the demerger of Anglo American
Platinum is on track for completion by the middle of 2025 and, on this
basis, Anglo American does not intend to execute a further market sell-
down of its shareholding ahead of that.
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") and Investec Bank
Limited is acting as co-manager (the "Co-Manager") 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- tyler.broda@angloamerican.com
tilby@angloamerican.com Tel: +44 (0)20 7968 1470
Tel: +44 (0)20 7968 8759
Michelle West-Russell
Marcelo Esquivel michelle.west-
marcelo.esquivel@angloamerican.co russell@angloamerican.com
m Tel: +44 (0)20 7968 1494
Tel: +44 (0)20 7968 8891
Asanda Malimba
asanda.malimba@angloamerican.co
Rebecca Meeson–Frizelle m
rebecca.meeson- Tel: +44 (0)20 7968 8480
frizelle@angloamerican.com
Tel: + 44 (0)20 7968 1374
South Africa
Nevashnee Naicker
nevashnee.naicker@angloamerican.com
Tel: +27 (0)11 638 3189
Notes:
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.
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, the Co-Manager 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, the Co-Manager or their
respective affiliates by their respective regulatory regimes, neither the Joint
Bookrunners, the Co-Manager 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, the Co-Manager or any of their respective
affiliates in connection with AASA, the Placing Shares or the Placing. The Joint
Bookrunners, the Co-Manager 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,
the Co-Manager 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 or the Co-Manager 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, the Joint Bookrunners and the Co-Manager 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,
the Co-Manager 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.
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: 26-11-2024 05:20:00
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