| Thu 8 Aug 2019, 15:30 | | ANGLO AMERICAN PLC - TR-1: Standard form for notification of major holdings Replacement |
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AGL 201908080041A
TR-1: Standard form for notification of major holdings – Replacement
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
TR-1: Standard form for notification of major holdings – Replacement
The TR-1: Standard form for notification of major holdings announcement released on 07/08/2019 under RNS No: 2456I has been amended.
Amendments are identified with an asterisk (*).
NOTIFICATION OF MAJOR HOLDINGS (to be sent to the relevant issuer and to the FCA in Microsoft Word format if possible) (i)
1a. Identity of the issuer or the underlying issuer of existing shares to which voting rights are attached (ii): Anglo American PLC
1b. Please indicate if the issuer is a non-UK issuer (please mark with an "X" if appropriate)
Non-UK issuer
2. Reason for the notification (please mark the appropriate box or boxes with an "X")
An acquisition or disposal of voting rights X
An acquisition or disposal of financial instruments
An event changing the breakdown of voting rights
Other (please specify) (iii):
3. Details of person subject to the notification obligation(iv)
Name JPMorgan Chase & Co.
City and country of registered office (if applicable) Wilmington, Delaware, USA
4. Full name of shareholder(s) (if different from 3.) (v)
Name J.P. Morgan Securities plc
J.P. Morgan Securities LLC
J.P. Morgan Equities South Africa Proprietary Ltd
JPMorgan Chase Bank, National Association
City and country of registered office (if applicable) London, United Kingdom
5. Date on which the threshold was crossed or reached (vi): 02 August 2019
6. Date on which issuer notified (DD/MM/YYYY): 06 August 2019
7. Total positions of person(s) subject to the notification obligation
% of voting rights % of voting rights Total of both in Total number of voting
attached to shares through financial % (8.A + 8.B) rights of issuer (vii)
(total of 8. A) instruments
(total of 8.B 1 +
8.B 2)
Resulting situation on the date on which threshold was 4.15%* 1.92% 6.07%* 1,404,281,116
crossed or reached
Position of previous notification (if 2.83% 2.81% 5.64%
applicable)
8. Notified details of the resulting situation on the date on which the threshold was crossed or reached (viii)
A: Voting rights attached to shares
Class/type of Number of voting rights (ix) % of voting rights
shares
ISIN code (if possible) Direct Indirect Direct Indirect
(Art 9 of Directive (Art 10 of Directive (Art 9 of Directive (Art 10 of Directive
2004/109/EC) (DTR5.1) 2004/109/EC) 2004/109/EC) 2004/109/EC) (DTR5.2.1)
(DTR5.2.1) (DTR5.1)
GB00B1XZS820 58,303,612* 4.15%*
SUBTOTAL 8. A 58,303,612* 4.15%*
B 1: Financial Instruments according to Art. 13(1)(a) of Directive 2004/109/EC (DTR5.3.1.1 (a))
Type of financial instrument Expiration Exercise/ Number of voting rights % of voting rights
date (x) Conversion Period (xi) that may be acquired if the
instrument is
exercised/converted.
Exchangeable Bond 11/04/2020 11/04/2020 8,750,018 0.62%
Exchangeable Bond 10/10/2020 10/10/2020 4,107,988 0.29%
Physically Settled Option 16/08/2019 16/08/2019 750,000 0.05%
Physically Settled Option 20/09/2019 20/09/2019 250,000 0.02%
Right to Recall N/A N/A 93,962 0.01%
SUBTOTAL 8. B 1 13,951,968 0.99%
B 2: Financial Instruments with similar economic effect according to Art. 13(1)(b) of Directive 2004/109/EC (DTR5.3.1.1 (b))
Type of financial instrument Expiration Exercise/ Physical or cash Number of % of voting rights
date (x) Conversion Settlement (xii) voting rights
Period (xi)
Cash-settled Future 20/12/2019 20/12/2019 Cash 900,000 0.06%
Physically Settled Put Option 20/09/2019 20/09/2019 Physical 250,000 0.02%
Physically Settled Put Option 19/06/2020 19/06/2020 Physical 500,000 0.04%
Cash Settled Call Option 08/10/2019 08/10/2019 Cash 13,900 0.02%
Cash Settled Call Option 11/10/2019 11/10/2019 Cash 6,076 0.01%
Cash Settled Call Option 16/10/2019 16/10/2019 Cash 261 0.00%
Cash Settled Call Option 25/10/2019 25/10/2019 Cash 16,068 0.01%
Cash Settled Call Option 26/10/2020 26/10/2020 Cash 1,050 0.02%
Cash-settled Equity Swap 08/08/2019 08/08/2019 Cash 2,140,000 0.15%
Cash-settled Equity Swap 05/12/2019 05/12/2019 Cash 990 0.00%
Cash-settled Equity Swap 20/12/2019 20/12/2019 Cash 38,000 0.00%
Cash-settled Equity Swap 02/01/2020 02/01/2020 Cash 20,960 0.00%
Cash-settled Equity Swap 13/01/2020 13/01/2020 Cash 641,000 0.05%
Cash-settled Equity Swap 07/04/2020 07/04/2020 Cash 90,088 0.01%
Cash-settled Equity Swap 30/04/2020 30/04/2020 Cash 342,757 0.02%
Cash-settled Equity Swap 12/05/2020 12/05/2020 Cash 7,969 0.00%
Cash-settled Equity Swap 02/06/2020 02/06/2020 Cash 55,811 0.00%
Cash-settled Equity Swap 11/06/2020 11/06/2020 Cash 92,880 0.01%
Cash-settled Equity Swap 22/06/2020 22/06/2020 Cash 2,772 0.00%
Cash-settled Equity Swap 02/07/2020 02/07/2020 Cash 10,232 0.00%
Cash-settled Equity Swap 14/07/2020 14/07/2020 Cash 2,565,758 0.18%
Cash-settled Equity Swap 02/08/2020 02/08/2020 Cash 124,462 0.01%
Cash-settled Equity Swap 05/08/2020 05/08/2020 Cash 17,033 0.00%
Cash-settled Equity Swap 02/09/2020 02/09/2020 Cash 4,399,946 0.31%
Cash-settled Equity Swap 03/09/2020 03/09/2020 Cash 177 0.00%
Cash-settled Equity Swap 22/12/2020 22/12/2020 Cash 19,650 0.00%
Cash-settled Equity Swap 25/01/2021 25/01/2021 Cash 143,791 0.01%
Cash-settled Equity Swap 08/04/2021 08/04/2021 Cash 133,853 0.01%
Cash-settled Equity Swap 09/07/2021 09/07/2021 Cash 111,728 0.01%
Cash-settled Equity Swap 08/02/2023 08/02/2023 Cash 27,127 0.00%
Cash-settled Equity Swap 16/05/2024 16/05/2024 Cash 362,457 0.03%
SUBTOTAL 13,036,796 0.93%
8.B.2
9. Information in relation to the person subject to the notification obligation (please mark the applicable box with an "X")
Person subject to the notification obligation is not controlled by any natural person or legal entity and does not control any other
undertaking(s) holding directly or indirectly an interest in the (underlying) issuer (xiii)
Full chain of controlled undertakings through which the voting rights and/or the financial instruments are effectively held starting X
with the ultimate controlling natural person or legal entity (xiv) (please add additional rows as necessary)
Name (xv) % of voting rights if it % of voting rights through Total of both if it
equals or is higher than financial instruments if it equals or is higher
the notifiable threshold equals or is higher than the than the notifiable
notifiable threshold threshold
JPMorgan Chase & Co.
JPMorgan Chase Bank, National Association
J.P. Morgan International Finance Limited
J.P. Morgan Capital Holdings Limited
J.P. Morgan Securities plc 3.44%* 5.36%*
JPMorgan Chase & Co.
JPMorgan Chase Bank, National Association
JPMorgan Chase & Co.
JPMorgan Chase Bank, National Association
J.P. Morgan International Finance Limited
J.P. Morgan EU Capital Holdings Limited
J.P. Morgan EU Holdings Limited
J.P. Morgan Equities South Africa Proprietary Limited
JPMorgan Chase & Co.
JPMorgan Chase Holdings LLC
J.P. Morgan Broker-Dealer Holdings Inc.
J.P. Morgan Securities LLC
10. In case of proxy voting, please identify:
Name of the proxy holder N/A
The number and % of voting rights held N/A
The date until which the voting rights will be held N/A
11. Additional information (xvi)
Table 8A) Includes stock borrows of 53,658,486 (3.82%)
Chain of controlled undertakings:
JPMorgan Chase & Co.
JPMorgan Chase Bank, National Association (100%)
J.P. Morgan International Finance Limited (100%)
J.P. Morgan Capital Holdings Limited (100%)
J.P. Morgan Securities plc (100%)
JPMorgan Chase & Co.
JPMorgan Chase Bank, National Association (100%)
JPMorgan Chase & Co. (100%)
JPMorgan Chase Holdings LLC (100%)
J.P. Morgan Broker-Dealer Holdings Inc. (100%)
J.P. Morgan Securities LLC (100%)
JPMorgan Chase & Co.
JPMorgan Chase Bank, National Association (100%)
J.P. Morgan International Finance Limited (100%)
J.P. Morgan EU Capital Holdings Limited (100%)
J.P. Morgan EU Holdings Limited (100%)
J.P. Morgan Equities South Africa Proprietary Limited (100%)
Place of completion London, United Kingdom
Date of completion 06 August 2019
Ellie Klonarides
Deputy Company Secretary
Anglo American plc
8 August 2019
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)
Notes
i. Please note that national forms may vary due to specific national legislation (Article 3(1a) of Directive 2004/109/EC) as for instance the applicable thresholds
or information regarding capital holdings.
ii. Full name of the legal entity and further specification of the issuer or underlying issuer, provided it is reliable and accurate (e.g. address, LEI, domestic
number identity). Indicate in the relevant section whether the issuer is a non UK issuer.
iii. Other reason for the notification could be voluntary notifications, changes of attribution of the nature of the holding (e.g. expiring of financial instruments) or
acting in concert.
iv. This should be the full name of (a) the shareholder; (b) the natural person or legal entity acquiring, disposing of or exercising voting rights in the cases
provided for in DTR5.2.1 (b) to (h)/ Article 10 (b) to (h) of Directive 2004/109/EC; (c) all parties to the agreement referred to in Article 10 (a) of Directive
2004/109/EC (DTR5.2.1 (a)) or (d) the holder of financial instruments referred to in Article 13(1) of Directive 2004/109/EC (DTR5.3.1).
As the disclosure of cases of acting in concert may vary due to the specific circumstances (e.g. same or different total positions of the parties, entering or exiting
of acting in concert by a single party) the standard form does not provide for a specific method how to notify cases of acting in concert.
In relation to the transactions referred to in points (b) to (h) of Article 10 of Directive 2004/109/EC (DTR5.2.1 (b) to (h)), the following list is provided as indication
of the persons who should be mentioned:
– in the circumstances foreseen in letter (b) of Article 10 of that Directive (DTR5.2.1 (b)), the natural person or legal entity that acquires the voting rights and is
entitled to exercise them under the agreement and the natural person or legal entity who is transferring temporarily for consideration the voting rights;
– in the circumstances foreseen in letter (c) of Article 10 of that Directive (DTR5.2.1 (c)), the natural person or legal entity holding the collateral, provided the
person or entity controls the voting rights and declares its intention of exercising them, and natural person or legal entity lodging the collateral under these
conditions;
– in the circumstances foreseen in letter (d) of Article 10 of that Directive (DTR5.2.1 (d)), the natural person or legal entity who has a life interest in shares if that
person or entity is entitled to exercise the voting rights attached to the shares and the natural person or legal entity who is disposing of the voting rights when
the life interest is created;
– in the circumstances foreseen in letter (e) of Article 10 of that Directive (DTR5.2.1 (e)), the controlling natural person or legal entity and, provided it has a
notification duty at an individual level under Article 9 (DTR 5.1), under letters (a) to (d) of Article 10 of that Directive (DTR5.2.1 (a) to (d)) or under a combination
of any of those situations, the controlled undertaking;
– in the circumstances foreseen in letter (f) of Article 10 of that Directive (DTR5.2.1 (f)), the deposit taker of the shares, if he can exercise the voting rights
attached to the shares deposited with him at his discretion, and the depositor of the shares allowing the deposit taker to exercise the voting rights at his
discretion;
– in the circumstances foreseen in letter (g) of Article 10 of that Directive (DTR5.2.1 (g)), the natural person or legal entity that controls the voting rights;
– in the circumstances foreseen in letter (h) of Article 10 of that Directive (DTR5.2.1 (h)), the proxy holder, if he can exercise the voting rights at his discretion,
and the shareholder who has given his proxy to the proxy holder allowing the latter to exercise the voting rights at his discretion (e.g. management companies).
v. Applicable in the cases provided for in Article 10 (b) to (h) of Directive 2004/109/EC (DTR5.2.1 (b) to (h). This should be the full name of the shareholder
who is the counterparty to the natural person or legal entity referred to in Article 10 of that Directive (DTR5.2) unless the percentage of voting rights held by
the shareholder is lower than the lowest notifiable threshold for the disclosure of voting rights holdings in accordance with national practices (e.g.
identification of funds managed by management companies).
vi. The date on which threshold is crossed or reached should be the date on which the acquisition or disposal took place or the other reason triggered the
notification obligation. For passive crossings, the date when the corporate event took effect.
vii. The total number of voting rights shall be composed of all the shares, including depository receipts representing shares, to which voting rights are attached
even if the exercise thereof is suspended.
viii. If the holding has fallen below the lowest applicable threshold in accordance with national law, please note that it might not be necessary in accordance with
national law to disclose the extent of the holding, only that the new holding is below that threshold.
ix. In case of combined holdings of shares with voting rights attached "direct holding" and voting rights "indirect holding", please split the voting rights number
and percentage into the direct and indirect columns – if there is no combined holdings, please leave the relevant box blank.
x. Date of maturity/expiration of the financial instrument i.e. the date when right to acquire shares ends.
xi. If the financial instrument has such a period – please specify this period – for example once every 3 months starting from (date).
xii. In case of cash settled instruments the number and percentages of voting rights is to be presented on a delta-adjusted basis (Article 13(1a) of Directive
2004/109/EC) (DTR 5.3.3.A).
xiii. If the person subject to the notification obligation is either controlled and/or does control another undertaking then the second option applies.
xiv. The full chain of controlled undertakings starting with the ultimate controlling natural person or legal entity has to be presented also in the cases, in which
only on subsidiary level a threshold is crossed or reached and the subsidiary undertaking discloses the notification as only thus the markets get always the
full picture of the group holdings. In case of multiple chains through which the voting rights and/or financial instruments are effectively held the chains have
to be presented chain by chain leaving a row free between different chains (e.g.: A, B, C, free row, A, B, D, free row, A, E, F etc.).
xv. The names of controlled undertakings through which the voting rights and/or financial instruments are effectively held have to be presented irrespectively
whether the controlled undertakings cross or reach the lowest applicable threshold themselves.
xvi. Example: Correction of a previous notification.
Date: 08/08/2019 03:30:00
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