Rule 2.9 Announcement

Anglo American PLC

25 April 2024

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

25 April 2024

Anglo American plc ("Anglo American")

Registered office: 17 Charterhouse Street, London EC1N 6RA

Registered number: 3564138 (incorporated in England and Wales)

Legal Entity Identifier: 549300S9XF92D1X8ME43

ISIN: GB00B1XZS820

Rule 2.9 Announcement

In accordance with Rule 2.9 of the City Code on Takeovers and Mergers (the "Code"), Anglo American confirms that, as at the close of business on 24 April 2024, being the last business day before the date of this announcement, it had 1,337,577,913 ordinary shares of US$0.54945 each in issue.

Anglo American holds no ordinary shares in treasury.

The total number of shares attracting voting rights in Anglo American is therefore 1,337,577,913.⁽¹⁾ 

This figure may be used by shareholders to determine the percentage of issued share capital they hold in Anglo American for the purposes of the Code, including to consider their disclosure requirements under Rule 8 of the Code.

Anglo American has a sponsored American Depositary Receipts ("ADR") programme for which The Bank of New York Mellon acts as the sponsored Depositary. 1 ADR represents one half of an ordinary share of Anglo American. The ADRs trade on OTCBB Pink Sheets. The trading symbol for these ADRs is NGLOY and the ISIN is US03485P3001.

Footnote

1.   Of these 112,300,129 ordinary shares are held by Epoch Investment Holdings (RF) Proprietary Limited, Epoch Two Investment Holdings (RF) Proprietary Limited and Tarl Investment Holdings (RF) Proprietary Limited, the independent companies which purchased ordinary shares as part of the Company's 2006 share buyback programme. These independent companies have agreed not to vote the shares they hold or will hold in the Company (including the 112,300,129 ordinary shares referred to above). Therefore, please note that, although the ordinary shares held by the independent companies are not considered treasury shares under UK company law, the voting rights attached to those ordinary shares held by the independent companies have never been exercised by them.

Enquiries:

Anglo American Media		Investors
UK James Wyatt-Tilby [e-mail] Tel: [phone] Marcelo Esquivel [e-mail] Tel: [phone] Rebecca Meeson-Frizelle [e-mail] Tel: [phone] South Africa Nevashnee Naicker [e-mail] Tel: [phone] Sibusiso Tshabalala [e-mail] Tel: [phone]		UK Paul Galloway [e-mail] Tel: [phone] Tyler Broda [e-mail] Tel: [phone] Emma Waterworth [e-mail] Tel: [phone] Juliet Newth [e-mail] Tel: [phone] Michelle Jarman [e-mail]  Tel: [phone]
Centerview Partners UK LLP (Financial Adviser to Anglo American) James Hartop Tel: [phone] Edward Rowe Fiona McHardy Goldman Sachs International (Financial Adviser to Anglo American) Mark Sorrell Tel: [phone] David Hammond Bertie Whitehead Morgan Stanley & Co. International plc (Financial Adviser to Anglo American) Simon Smith Tel: [phone] Anthony Zammit Tom Perry

IMPORTANT NOTICES

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at http://www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on [phone] if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Legal Entity Identifier: 549300S9XF92D1X8ME43

 

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