Anglo American publishes shareholder circular for demerger of Anglo American Platinum
08 April, 2025
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 Platinum1 – 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 hold2.
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. 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).
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 Demerger and the Share Consolidation |
Tuesday, 8 April 2025 |
|
Last day to trade Anglo American Shares on the SA Register in order to participate in the General Meeting |
Tuesday, 22 April 2025 |
|
Latest time and date for receipt of Form of Proxy for the General Meeting |
13:00 on Monday, 28 April 20251 |
|
Latest time and date for appointing a proxy for the General Meeting by way of CREST Proxy Instruction |
13:00 on Monday, 28 April 20251 |
|
Voting Record Time for Anglo American Shareholders in respect of the General Meeting |
18:30 on Monday, 28 April 20251 |
|
Annual General Meeting |
11:00 on Wednesday, 30 April 2025 |
|
General Meeting2 |
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 Consolidation (including the ratio for the Share Consolidation) |
By 11:00 (South Africa time) on Tuesday, 20 May 2025 |
|
Latest time and date for Equiniti to receive completed Form of Election from Small UK Certificated Shareholders participating in the UK Certificated Share Sale Option |
13:00 on Thursday, 22 May 2025 |
|
Last date for transfers between the Registers in order to participate in the Demerger and the Share Consolidation3 |
Tuesday, 27 May 2025 |
|
Closing of the Anglo American ADS issuance and cancellation books4 |
Close of business (New York City time) on Thursday, 29 May 2025 |
|
Last date for Qualifying Shareholders to trade on the SA Register for 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 |
Friday, 30 May 2025 |
|
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 Effective Time) |
23:59 on Saturday, 31 May 2025 |
|
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 LSE’s main market for listed securities and commencement of unconditional dealings in AAP Shares on the LSE |
08:00 on Monday, 2 June 2025 |
|
Anglo American Admission and commencement of unconditional dealings in the New Anglo American Shares on the LSE under the new ISIN (GB00BTK05J60 and SEDOL: BTK05J6) |
08:00 on Monday, 2 June 2025 |
|
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 Uncertificated Form |
As soon as possible after 08:00 on Monday, 2 June 2025 |
|
Anglo American Shares marked ‘ex’ the entitlement to the Demerger 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 Anglo American Shares (under the new consolidated share capital structure) on the JSE under the new ISIN5 (GB00BTK05J60 and SEDOL: BTK05J6) |
Monday, 2 June 2025 |
|
Qualifying Shareholders on the SA Register entitled to participate in the Demerger entitled to trade in entitlements to AAP Shares pursuant to the Demerger Distribution on the JSE |
Monday, 2 June 2025 |
|
SENS announcement confirming the cash proceeds payable in respect of fractional entitlements arising from the Demerger and Share Consolidation |
By 11:00 (South Africa time) on Tuesday, 3 June 2025 |
|
Record date for JSE settlement and administrative purposes for (i) Demerger in respect of Qualifying Shareholders on the SA Register; and (ii) Share Consolidation in respect of Anglo American Shareholders on the SA Register |
Wednesday, 4 June 2025 |
|
Crediting of South African CSDP or broker accounts of dematerialised holders 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 |
09:00 (South Africa) time on Thursday, 5 June 2025 |
|
Crediting of South African CSDP or broker accounts of dematerialised Anglo 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 |
Thursday, 5 June 2025 |
|
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 the Demerger and the Share Consolidation to CREST accounts and to CSDP or broker accounts in the Strate System |
No later than Friday, 13 June 2025 |
|
Despatch of share certificates for AAP Shares and New Anglo American Shares and payment advices in respect of fractional entitlements arising from the Demerger and the Share Consolidation (where applicable) |
No later than Friday, 13 June 2025 |
|
Latest date for despatch of cheques to Small UK Certificated Shareholders who have elected to participate in the UK Certificated Share Sale Option |
Within 10 business days of completion of the relevant sale |
|
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. |