ANGLO AMERICAN PLC - Anglo American to sell 9.7% interest in Exxaro

Anglo American to sell 9.7% interest in Exxaro

Anglo American plc
(Incorporated in England and Wales)
(Registration number: 3564138)
Registered office: 20 Carlton House Terrace, London, SW1Y 5AN
ISIN: GBOOB1XZS820
JSE Share Code: AGL
NSX Share Code: ANM

NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN
WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN,
OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO.
PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE IN THE UNITED
STATES. THE SHARES TO WHICH THIS ANNOUNCEMENT RELATES HAVE NOT BEEN
AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS
AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED OR SOLD IN THE
UNITED STATES ABSENT REGISTRATION OR AN EXEMPTION FROM, OR IN A
TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT. THERE WILL NOT BE A PUBLIC OFFERING OF SUCH SHARES IN THE
UNITED STATES.


Anglo American to sell 9.7% interest in Exxaro

Anglo American plc (“Anglo American”) announces its intention to sell its 9.7% shareholding of
approximately 35 million ordinary shares in the capital of Exxaro Resources Ltd ("Exxaro") as
part of a share sale transaction alongside Exxaro’s controlling black economic empowerment
shareholder, Main Street 333 Proprietary Limited, which also intends to sell approximately
17 million ordinary shares in Exxaro. The share sale of the approximately 52 million ordinary
shares in aggregate in the capital of Exxaro, which represents approximately 14.7% of Exxaro’s
issued share capital, is intended to be effected via an accelerated bookbuild placing to
institutional investors (the “Placing”). The Placing is open with immediate effect.

Following completion of the Placing, Anglo American will no longer hold a direct equity interest
in Exxaro. Anglo American intends to use the proceeds from the Placing to reduce net debt.

Citigroup Global Market Limited (“Citi”) is acting as sole bookrunner on the Placing. The timing
of the closing of the book, the pricing of the shares and the making of allocations will be at the
discretion of Anglo American and Citi. The final price will be agreed by Anglo American and Citi
at the close of the bookbuild process, and the results of the Placing will be announced as soon
as practicable thereafter.




For further information, please contact:

Media                                                                                   Investors

Anglo American plc
20 Carlton House Terrace London SW1Y 5AN United Kingdom
Tel: +44 (0)20 7968 8888 Fax: +44 (0)20 7968 8500
Registered office as above. Incorporated in England and Wales under the Companies Act 1985. Registered Number 3564138
UK                                                           UK
James Wyatt-Tilby                                            Paul Galloway
james.wyatt-tilby@angloamerican.com                          paul.galloway@angloamerican.com
Tel: +44 (0)20 7968 8759                                     Tel: +44 (0)20 7968 8718

Marcelo Esquivel                                             Trevor Dyer
marcelo.esquivel@angloamerican.com                           trevor.dyer@angloamerican.com
Tel: +44 (0)20 7968 8891                                     Tel: +44 (0)20 7968 8992

South Africa                                                 Sheena Jethwa
Pranill Ramchander                                           sheena.jethwa@angloamerican.com
pranill.ramchander@angloamerican.com                         Tel: +44 (0)20 7968 8680
Tel: +27 (0)11 638 2592

Ann Farndell
ann.farndell@angloamerican.com
Tel: +27 (0)11 638 2786


This announcement does not constitute a prospectus or an offer or invitation to purchase
securities. This announcement is only addressed to, and directed at, persons in member states
of the European Economic Area ("EEA") who are "qualified investors" within the meaning of
Article 2(1)(e) of the Prospectus Directive (Directive 2003/71/EC) as amended by the 2010 PD
Amending Directive (Directive 2010/73/EU), as and to the extent implemented in the relevant
EEA member state, and any relevant implementing measure in the relevant member state.

In addition, in the United Kingdom, this announcement is not being distributed, nor has it been
approved for the purposes of Section 21 of the Financial Services and Markets Act 2000
("FSMA"), by a person authorised under FSMA and is directed only at persons (i) who are
persons having professional experience in matters relating to investments who fall within the
definition of "investment professionals" in Article 19(5) of the Financial Services and Markets
Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), or (ii) persons who are
high net worth entities falling within Article 49(2)(a) to (d) of the Order, or (iii) other persons to
whom it may lawfully be communicated ("relevant persons"). Under no circumstances should
persons who are not relevant persons rely or act upon the contents of this announcement. Any
investment or investment activity to which this announcement relates in the United Kingdom is
available only to, and will be engaged only with, relevant persons.

This announcement is not an offer of securities for sale in the United States. The shares to
which this announcement relates have not been and will not be registered under the U.S.
Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold in the
United States absent registration or an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act. There will not be a public offering of such shares
in the United States.

The Offering and the distribution of this announcement do not, nor are they intended to,
constitute an offer for the sale of or subscription for, or the solicitation of an offer to buy and
subscribe for, shares to the public as defined in the South African Companies Act, No 71 of
2008 (as amended or otherwise) (the "South African Act") and will not be distributed to any
person in South Africa in any manner which could be construed as an offer to the public in
terms of the South African Act. The Offering and the distribution of this announcement do not,
nor are they intended to, constitute a prospectus prepared and registered under the South
African Act.

The Offering and the distribution of this announcement and other information in connection with
the Offering in certain jurisdictions may be restricted by law. No action has been taken that
would permit the Offering or distribution of this announcement in any jurisdiction where action
for such purpose is required. Persons into whose possession any document or other
information referred to herein comes should inform themselves about and observe any such
restriction. Any failure to comply with these restrictions may constitute a violation of the
securities laws of any such jurisdiction.

Citigroup Global Markets Limited is authorised by the Prudential Regulatory Authority and
regulated by the Financial Conduct Authority are acting for Anglo and for no one else in
connection with the Offering and will not be responsible to anyone other than Anglo for
providing the protections afforded to their customers or for affording advice in relation to the
Offering, the contents of this announcement or any transaction, arrangement or other matter
referred to in this announcement. Citigroup Global Markets Limited may participate in the
Offering on a proprietary basis.

This announcement does not represent the announcement of a definitive agreement to proceed
with the Offering and, accordingly, there can be no certainty that the Offering will proceed.
Anglo American reserves the right not to proceed with the Offering or to vary the terms of the
Offering in any way. Anglo American cautions investors that any forward-looking statements or
projections made by Anglo American, including those made in this announcement, are subject
to risks and uncertainties that may cause actual results to differ materially from those projected.


Notes to editors:

Anglo American is a globally diversified mining business. Our portfolio of world-class
competitive mining operations and undeveloped resources provides the raw materials to meet
the growing consumer-driven demands of the world’s developed and maturing economies. Our
people are at the heart of our business. It is our people who use the latest technologies to find
new resources, plan and build our mines and who mine, process and move and market our
products – from diamonds (through De Beers) to platinum and other precious metals and
copper – to our customers around the world.

As a responsible miner, we are the custodians of those precious resources. We work together
with our key partners and stakeholders to unlock the long-term value that those resources
represent for our shareholders, but also for the communities and countries in which we operate
– creating sustainable value and making a real difference.

www.angloamerican.com




30 November 2016

Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)

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