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

Release Date: 06/08/2019 14:00
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   Anglo American PLC
which voting rights are attached(ii):

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):                  01 August 2019

6. Date on which issuer notified (DD/MM/YYYY):                              05 August 2019

7. Total positions of person(s) subject to the notification obligation
                                      % of voting rights    % of voting rights through     Total of both in %     Total number of voting
                                      attached to shares    financial instruments          (8.A + 8.B)            rights of issuer(vii)
                                      (total of 8. A)       (total of 8.B 1 + 8.B 2)
Resulting situation on the date on    2.83%                 2.81%                          5.64%                  1,404,281,116
which threshold was crossed or
reached
Position of previous notification     n/a                   n/a                            n/a
(if 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 -          (Art 9 of Directive    (Art 10 of Directive
                                            2004/109/EC)           Directive             2004/109/EC)           2004/109/EC) (DTR5.2.1)
                                            (DTR5.1)               2004/109/EC)          (DTR5.1)
                                                                   (DTR5.2.1)
GB00B1XZS820                                                       39,737,016                                    2.83%
SUBTOTAL 8. A                               39,737,016                                   2.83%

B 1: Financial Instruments according to Art. 13(1)(a) of Directive 2004/109/EC (DTR5.3.1.1 (a))
                                       Expiration     Exercise/                Number of voting rights        % of voting rights
                                       date(x)        Conversion               that may be acquired if the
Type of financial instrument                          Period(xi)               instrument is
                                                                               exercised/converted.
Exchangeable Bond                      11/04/2020     11/04/2020               16,272,989                     1.16%
Exchangeable Bond                      10/10/2020     10/10/2020               8,909,619                      0.63%
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                      58,962                         0.00%

                                                      SUBTOTAL 8. B 1          26,241,570                     1.87%

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         Number of        % of voting rights
                                  date(x)        Conversion Period      cash                voting rights
                                                 (xi)                   Settlement(xii)
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                15,456           0.02%
Cash Settled Call Option          11/10/2019     11/10/2019             Cash                6,372            0.01%
Cash Settled Call Option          16/10/2019     16/10/2019             Cash                270              0.00%
Cash Settled Call Option          25/10/2019     25/10/2019             Cash                18,472           0.01%
Cash Settled Call Option          26/10/2020     26/10/2020             Cash                917              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                23,419           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                492,813          0.04%
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                144,936          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          05/08/2020     05/08/2020             Cash                179,318          0.01%
Cash-settled Equity Swap          02/09/2020     02/09/2020             Cash                4,350,535        0.31%
Cash-settled Equity Swap          03/09/2020     03/09/2020             Cash                98               0.00%
Cash-settled Equity Swap          14/12/2020     14/12/2020             Cash                110,349          0.01%
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                76,257           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                90,000           0.01%
Cash-settled Equity Swap          08/02/2023     08/02/2023             Cash                33,885           0.00%
Cash-settled Equity Swap          16/05/2024     16/05/2024             Cash                362,457          0.03%

                                                                        SUBTOTAL            13,253,709       0.94%
                                                                        8.B.2

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 undertaking(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        X
additional rows as necessary)
Name(xv)                                                     % of voting rights if it   % of voting rights through      Total of both if it
                                                             equals or is higher        financial instruments if it     equals or is higher
                                                             than the notifiable        equals or is higher than the    than the notifiable
                                                             threshold                  notifiable threshold            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                                                                                               4.94%
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      05 August 2019

Ellie Klonarides
Deputy Company Secretary
Anglo American plc
6 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 Exchange, 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 thresh-
olds 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 instru-
ments) 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 com-
bination 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 discre-
tion, 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. identifi-
cation 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 at-
tached 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 num-
ber 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 al-
ways 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 irrespec-
tively whether the controlled undertakings cross or reach the lowest applicable threshold themselves.

xvi Example: Correction of a previous notification.

Date: 06/08/2019 02:00:00
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