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ANGLO AMERICAN PLC - TR-1: Standard form for notification of major holdings

Release Date: 07/08/2019 13:30
Code(s): AGL     PDF:  
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TR-1: Standard form for notification of major holdings

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

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 attached   % of voting rights through   Total of both in   Total number of voting rights of
                                                        to shares (total of 8. A)     financial instruments        % (8.A + 8.B)      issuer (vii)
                                                                                      (total of 8.B 1 + 8.B 2)
Resulting situation on the date on which thresh-        3.80%                         1.92%                        5.72%              1,404,281,116
old was 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) (DTR5.2.1)      2004/109/EC) (DTR5.1)            2004/109/EC) (DTR5.2.1)
GB00B1XZS820                                                                53,303,612                                                    3.80%

SUBTOTAL 8. A                                                     53,303,612                                                     3.80%


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 that may be      % of voting rights
                                        date (x)           Conversion Period (xi)            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 voting   % of voting
                                                             date (x)               Conversion Period    Settlement (xii)      rights             rights
                                                                                    (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 8.B.2      13,036,796         0.93%



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 under-
taking(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 with the ultimate controlling natural person or legal entity (xiv) (please add additional                X
rows as necessary)
Namexv                                                                % of voting rights if it        % of voting rights through       Total of both if it equals or is
                                                                      equals or is higher than the    financial instruments if it      higher than the
                                                                      notifiable threshold            equals or is higher than the     notifiable threshold
                                                                                                      notifiable 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                                            3.08%                                                             5.00%
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
7 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 Ex-
change, 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: 07/08/2019 01:30:00
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