Results of General Meeting and Court MeetingSource: RNS
Anglo American plc ("Anglo American")
Registered office: 17 Charterhouse Street, London EC1N 6RA
Registered number: 03564138 (incorporated in England and Wales)
Legal Entity Identifier: 549300S9XF92D1X8ME43
Demerger of Thungela Resources Limited ("Thungela") - Results of General Meeting and Court Meeting
Anglo American is pleased to announce that at the general meeting (the "General Meeting") and court meeting (the "Court Meeting") of shareholders held on Wednesday, 5 May 2021, in connection with the proposed demerger of Thungela (the "Demerger"), to be implemented by a Court sanctioned scheme of arrangement (the "Scheme"), all the resolutions proposed were duly passed. Full details of the resolutions are set out in the notices of the General Meeting and the Court Meeting contained in the circular to shareholders dated 8 April 2021 (the "Circular").
At the General Meeting, the special resolution to approve the Demerger Resolution (as defined in the Circular) providing for the implementation of the Scheme, was passed by the requisite majority.
At the Court Meeting, a majority in number of Scheme Shareholders (as defined in the Scheme), who voted (either in person or by proxy) and who together represented over 75% by value of the votes cast, voted in favour of the resolution to approve the Scheme. The resolution was accordingly passed.
The voting on the special resolution to approve the Demerger Resolution was taken on a poll and the results were as follows:
Number of votes: For: 893,259,839 (94.25%) Against: 54,512,365 (5.75%) Withheld: 564,102
The voting on the resolution to approve the Scheme was taken on a poll and the results were as follows:
Number of Scheme Shareholders voting: For: 302 (88.56%) Against: 39 (11.44%)
Number of votes: For: 881,633,160 (94.03%) Against: 55,984,433 (5.97%)
Percentage of eligible Scheme Shares (as defined in the Scheme) voted: For: 64.68% Against: 4.11%
Completion of the Demerger remains subject to the satisfaction or waiver of certain conditions set out in the Circular, including (but not limited to) the Court sanctioning the Scheme at the Court hearing which is expected to take place on Wednesday, 26 May 2021. Subject to the fulfilment of such conditions, the Scheme is expected to become effective on Friday, 4 June 2021.
If the Scheme becomes effective, it is expected that on Monday, 7 June 2021, Thungela ordinary shares will be: (i) admitted to trading on the Main Board of the Johannesburg Stock Exchange; and (ii) admitted to the standard listing segment of the UK Official List and admitted to trading on the main market of the London Stock Exchange (together, "Admission").
Information on trading
Anglo American's ordinary shares will be marked "Ex" to the Demerger on Monday, 7 June 2021 (the "Ex-Date"), when Admission has occurred and following the Demerger becoming effective after close of business on Friday, 4 June 2021 (the "Record Date").
Between the Record Date and the Ex-Date, holders of Anglo American ordinary shares should note that from a trading perspective, unless the counterparties specifically agree otherwise, a buyer of Anglo American ordinary shares ahead of the Ex-Date will assume the benefit to any entitlement to the ordinary shares of Thungela arising out of the Demerger, and the seller would need to pass the benefit to the buyer, even if the seller is the recorded owner at the Record Date.
This announcement will be available for viewing on Anglo American's website, www.angloamerican.com, as soon as practicable.
A copy of the special resolution passed at the General Meeting has been submitted to the Financial Conduct Authority and will shortly be available for inspection on the National Storage Mechanism at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
Defined terms used but not defined in this announcement have the meanings set out in the Circular dated 8 April 2021.
Deputy Company Secretary
Anglo American plc
6 May 2021