| Mon 22 Jun 2009, 8:05 | | AGL - Anglo American Plc - Anglo American Rule 2.10 announcement - relevant |
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AGL
ANAAL
AGL - Anglo American Plc - Anglo American Rule 2.10 announcement - relevant
securities in issue
Anglo American Plc
Incorporated in the United Kingdom
(Registration number: 3564138)
Short name: Anglo
Share code: AGL
ISIN number: GB00B1XZS820
Anglo American Rule 2.10 announcement - relevant securities in issue
In accordance with Rule 2.10 of the City Code on Takeovers and Mergers, Anglo
American plc (the "Company") confirms that it has 1,316,490,826 ordinary shares
of US$0.54945 each in issue as at 21 June 2009, excluding Treasury Shares. The
shares in issue include 112,300,129 shares held by Epoch Investment Holdings
Ltd, Epoch Two Investment Holdings Ltd and Tarl Investment Holdings Ltd, the
independent companies which purchase shares as part of the Company`s share
buyback programme. They have waived the right to vote all the shares they hold
or will hold in Anglo American plc. The ISIN reference for Anglo American plc`s
ordinary shares is GB00B1XZS820.
In addition, the Company currently has US$1,700 million convertible bonds in
issue. The bonds are convertible into fully paid ordinary shares of the Company
at any time during the period from 17 June 2009 to 28 April 2014. The number of
shares to be issued upon exercise of the conversion right shall be determined by
dividing the principal amount of the bond (translated into pounds sterling at
the fixed rate of US$1.4893/GBP1.00) by the conversion price. The conversion
price at the date of issue of the bonds was GBP18.6370. The conversion price is
subject to adjustment including in respect of any dividend or distribution made
by the Company or if a change of control shall occur. The ISIN reference for the
convertible bonds is XS0424806734.
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the Takeover Code (the "Code"), if any
person is, or becomes, "interested" (directly or indirectly) in 1% or more of
any class of "relevant securities" of Anglo American or Xstrata plc ("Xstrata"),
all "dealings" in any "relevant securities" of that company (including by means
of an option in respect of, or a derivative referenced to, any such "relevant
securities") must be publicly disclosed by no later than 3.30 pm (London time)
on the London business day following the date of the relevant transaction. This
requirement will continue until the date on which the offer becomes, or is
declared, unconditional as to acceptances, lapses or is otherwise withdrawn or
on which the "offer period" otherwise ends. If two or more persons act together
pursuant to an agreement or understanding, whether formal or informal, to
acquire an "interest" in "relevant securities" of Anglo American or Xstrata,
they will be deemed to be a single person for the purpose of Rule 8.3.
Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevant
securities" of either Anglo American or Xstrata by Anglo American or Xstrata, or
by any of their respective "associates", must be disclosed by no later than
12.00 noon (London time) on the London business day following the date of the
relevant transaction.
A disclosure table, giving details of the companies in whose "relevant
securities" "dealings" should be disclosed, and the number of such securities in
issue, can be found on the Takeover Panel`s website at
www.thetakeoverpanel.org.uk.
"Interests in securities" arise, in summary, when a person has long economic
exposure, whether absolute or conditional, to changes in the price of
securities. In particular, a person will be treated as having an "interest" by
virtue of the ownership or control of securities, or by virtue of any option in
respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the Code, which can also be found on the
Takeover Panel`s website. If you are in any doubt as to whether or not you are
required to disclose a "dealing" under Rule 8, you should consult the Panel.
22 June 2009
Sponsor: UBS South Africa (Pty) Ltd
Date: 22/06/2009 08:05:01 Produced by the JSE SENS Department.
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