Rule 2.10 Announcement

RNS Number : 2378U

Anglo American PLC

22 June 2009

 



News Release

22 June 2009

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/£1.00) by the conversion price. The conversion price at the date of issue of the bonds was £18.6370. 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until the date on which the offer becomes, or is declared, unconditional as to acceptances, lapses or is otherwise withdrawn or on which the "offer period" otherwise ends.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.

 

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