Wrap Text
Anglo American launches accelerated bookbuild offering of shares in Valterra Platinum
Anglo American plc
Registered office: 17 Charterhouse Street, London EC1N 6RA
Registered number: 3564138 (incorporated in England and Wales)
Legal Entity Identifier: 549300S9XF92D1X8ME43
ISIN: GB00BTK05J60
JSE Share Code: AGL
NSX Share Code: ANM
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES, JAPAN OR ANY OTHER JURISDICTION IN WHICH
OFFERS OR SALES WOULD BE PROHIBITED BY APPLICABLE LAWS AND REGULATIONS.
THE SHARES TO WHICH THIS ANNOUNCEMENT RELATES HAVE NOT BEEN AND WILL NOT BE
REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933 (THE "SECURITIES ACT"), AND MAY NOT
BE OFFERED OR SOLD IN THE UNITED STATES ABSENT REGISTRATION OR AN EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT. THERE WILL NOT BE A PUBLIC OFFERING OF SUCH
SHARES IN THE UNITED STATES OR IN ANY OTHER JURISDICTION. PLEASE SEE THE IMPORTANT
NOTICE AT THE END OF THIS ANNOUNCEMENT.
ONLY FOR DISTRIBUTION IN AUSTRALIA TO PERSONS WHO ARE "SOPHISTICATED INVESTORS"
OR "PROFESSIONAL INVESTORS" AS DEFINED IN SECTIONS 708(8) OR 708(11) OF THE
AUSTRALIAN CORPORATIONS ACT 2001 (CTH) (CORPORATIONS ACT) AND "WHOLESALE
CLIENTS" AS DEFINED IN CHAPTER 7 OF THE CORPORATIONS ACT.
NOT A SOLICITATION OF ANY PERSON IN CANADA EXCEPT ACCREDITED INVESTORS AND
PERMITTED CLIENTS IN ALBERTA, BRITISH COLUMBIA, ONTARIO AND QUEBEC ONLY.
3 September 2025
Anglo American launches accelerated bookbuild offering of shares in Valterra Platinum
Anglo American plc ("Anglo American") announces that it has launched an accelerated bookbuild offering
of c.52.2 million ordinary shares of Valterra Platinum Limited (previously named Anglo American Platinum
Limited) ("Valterra Platinum") (the "Placing Shares") that will be sold by one or more entities controlled
by Anglo American (the "Selling Entities") (the "Placing").
As part of the plan to unlock the significant value inherent in Anglo American's portfolio and accelerate
strategic delivery, the demerger of Valterra Platinum was completed at the end of May 2025. Following
the demerger Anglo American retained a 19.9% shareholding with the intention of completing the full
separation responsibly over time. As part of this process Valterra Platinum was listed on the London Stock
Exchange under the International Secondary Listing category of the Financial Conduct Authority in
addition to its existing primary listing on the Johannesburg Stock Exchange.
Given the performance of the Valterra Platinum share price since the demerger, Anglo American is now
proposing to sell 100% of its remaining holding. The Placing will also raise further cash proceeds for the
Anglo American group, adding to the strength of its balance sheet.
Duncan Wanblad, CEO of Anglo American, said: "Valterra Platinum has made a strong start as a
standalone company and we continue to have every confidence in its future as the world's leading
integrated value chain producer of PGMs. Valterra is perfectly positioned to benefit from the increasingly
attractive structural market dynamics for PGMs. This Placing marks further progress in our responsible
separation process and a further step in our portfolio simplification to focus on our world-class positions
in copper, premium iron ore and crop nutrients."
Following completion of the Placing, any of Anglo American group's remaining shares in Valterra Platinum
will be subject to a lock-up in respect of any on-market sales for a period of 90 days, subject to customary
exceptions and waiver by the Joint Global Coordinators.
The Placing is being made to qualifying institutional investors only (as set out in greater detail in the notice
below), subject to customary selling restrictions and is not an offer to the public in any jurisdiction.
The bookbuilding period for the Placing will commence with immediate effect and the Selling Entities
reserve the right to close the bookbuilding process at any time. The results of the Placing, including the
number of Placing Shares to be sold and the price per Placing Share, will be announced as soon as
practicable after the closing of the bookbuilding process.
Merrill Lynch International and The Standard Bank of South Africa Limited are acting as joint global
coordinators (together the "Joint Global Coordinators"), RBC Europe Limited is acting as lead bookrunner
(the "Lead Bookrunner") and Goldman Sachs International and Morgan Stanley & Co. International plc
are acting as joint bookrunners (the "Bookrunners", and together with the Joint Global Coordinators and
the Lead Bookrunner, the "Managers") in connection with the Placing.
For further information, please contact:
Media Investors
UK UK
James Wyatt-Tilby Tyler Broda
james.wyatt-tilby@angloamerican.com tyler.broda@angloamerican.com
Tel: +44 (0)20 7968 8759 Tel: +44 (0)20 7968 1470
Marcelo Esquivel Emma Waterworth
marcelo.esquivel@angloamerican.com emma.waterworth@angloamerican.com
Tel: +44 (0)20 7968 8891 Tel : +44 (0)20 7968 8574
Rebecca Meeson–Frizelle Michelle West-Russell
rebecca.meeson-frizelle@angloamerican.com michelle.west-russell@angloamerican.com
Tel: + 44 (0)20 7968 1374 Tel: +44 (0)20 7968 1494
South Africa Asanda Malimba
Nevashnee Naicker asanda.malimba@angloamerican.com
nevashnee.naicker@angloamerican.com Tel: +44 (0)20 7968 8480
Tel: +27 (0)11 638 3189
Ernest Mulibana
ernest.mulibana@angloamerican.com
Tel: +27 (0)82 263 7373
JSE Transaction Sponsor
The Standard Bank of South Africa Limited
Notes:
Anglo American is a leading global mining company focused on the responsible production of copper,
premium iron ore and crop nutrients – future-enabling products that are essential for decarbonising the
global economy, improving living standards, and food security. Our portfolio of world-class operations
and outstanding resource endowments offers value-accretive growth potential across all three
businesses, positioning us to deliver into structurally attractive major demand growth trends.
Our integrated approach to sustainability and innovation drives our decision-making across the value
chain, from how we discover new resources to how we mine, process, move and market our products to
our customers – safely, efficiently and responsibly. Our Sustainable Mining Plan commits us to a series of
stretching goals over different time horizons to ensure we contribute to a healthy environment, create
thriving communities and build trust as a corporate leader. We work together with our business partners
and diverse stakeholders to unlock enduring value from precious natural resources for our shareholders,
for the benefit of the communities and countries in which we operate, and for society as a whole. Anglo
American is re-imagining mining to improve people's lives.
Anglo American is currently implementing a number of major structural changes to unlock the inherent
value in its portfolio and thereby accelerate delivery of its strategic priorities of Operational excellence,
Portfolio simplification, and Growth. This portfolio transformation is focusing Anglo American on its
world-class resource asset base in copper, premium iron ore and crop nutrients – once the sale of our
steelmaking coal and nickel businesses and the separation of our iconic diamond business (De Beers)
have been completed.
www.angloamerican.com
Important notice
This announcement is for information purposes only and shall not constitute or form a part of any offer or solicitation
to purchase or subscribe for securities in the United States of America, including its territories and possessions, any
state of the United States and the District of Columbia (the "United States"), Canada, Australia or Japan or in any
other country where such offer or solicitation is unlawful or requires registration or any other measures ("Restricted
Territories"). This announcement and the information contained herein is restricted and is not for publication or
distribution, directly or indirectly, in whole or in part, in or into any Restricted Territory. Any failure to comply with
these restrictions may constitute a violation of the securities laws of such jurisdictions. Anglo American, the Selling
Entities (as defined below) and the Managers assume no responsibility or liability whatsoever in the event there is a
violation by any person of such restrictions.
In South Africa, the Placing will only be made by way of separate private placing to: (i) selected persons falling within
one of the specified categories listed in section 96(1)(a) of the South African Companies Act 71 of 2008 (the "South
African Companies Act"); or (ii) selected persons, acting as principal, acquiring Placing Shares for a total acquisition
cost of ZAR1,000,000 or more, as contemplated in section 96(1)(b) of the South African Companies Act ("South
African Qualifying Investors"). The Placing is not being made to, and cannot be accepted by, any person that is not a
South African Qualifying Investor or any person that is otherwise prohibited from participating in the Placing for any
reason, including in South Africa. This announcement is only being made available to such South African Qualifying
Investors. Accordingly: (i) the Placing is not an "offer to the public" as contemplated in the South African Companies
Act; (ii) the information contained in this announcement does not, nor does it intend to, constitute a "registered
prospectus" or an "advertisement" in relation to an "offer to the public", as contemplated by the South African
Companies Act and the South African Companies Regulations of 2011 (the "Companies Regulations"); and (iii) no
prospectus has been filed with the South African Companies and Intellectual Property Commission ("CIPC") in respect
of the Placing. As a result, this announcement does not comply with the substance and form requirements for a
prospectus set out in the South African Companies Act and the Companies Regulations, and has not been approved
by, and/or registered with, the CIPC. The information contained in this announcement constitutes factual information
as contemplated in Section 1(3)(a) of the South African Financial Advisory and Intermediary Services Act, 37 of 2002,
as amended, (the "South African FAIS Act") and should not be construed as an express or implied recommendation,
guide or proposal that any particular transaction in respect of the Placing Shares or in relation to the business or
future investments of Anglo American, Valterra Platinum and the Selling Entities is appropriate to the particular
investment objectives, financial situations or needs of a prospective investor, and nothing in this announcement
should be construed as constituting the canvassing for, or marketing or advertising of, financial services in South
Africa. Neither Anglo American, Valterra Platinum nor any of the Selling Entities is a financial services provider
licensed as such under the South African FAIS Act.
The securities referred to herein have not been and will not be registered under the Securities Act and may not be
offered or sold, directly or indirectly, in or into the United States except pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the Securities Act. There is no intention to register any
securities referred to herein in the United States or to make a public offering of the securities in the United States.
The securities referred to herein have not been approved, disapproved or recommended by the U.S. Securities and
Exchange Commission, any state securities commission in the United States or any other U.S. regulatory authority,
nor have any of the foregoing authorities passed upon or endorsed the merits of the offering of the securities referred
to herein.
In any EEA Member State, this communication is only addressed to and is only directed at "qualified investors" in
that Member State within the meaning of Article 2(e) of the Prospectus Regulation (Regulation (EU) 2017/1129 (the
"Prospectus Regulation")).
In the United Kingdom, this announcement and any other materials in relation to the securities described herein is
only being distributed to, and is only directed at, and any investment or investment activity to which this
announcement relates is available only to, and will be engaged in only with, "qualified investors" within the meaning
of Article 2(e) of the UK version of the Prospectus Regulation as it forms part of domestic law in the United Kingdom
by virtue of the European Union (Withdrawal) Act 2018 and who are (i) 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) high net
worth entities falling within Article 49(2)(a) to (d) of the Order or (iii) other persons to whom it may otherwise lawfully
be communicated (all such persons together being referred to as "Relevant Persons"). Any investment or investment
activity in connection with this announcement will be available to, and will only be engaged with, qualified investors
in the EEA or Relevant Persons in the United Kingdom. Any person who is not a qualified investor or a Relevant Person
should not act or rely on this announcement or any of its contents.
The Managers and their respective affiliates are acting solely for the Selling Entities and no one else in connection
with the Placing and will not be responsible to anyone other than the Selling Entities for providing the protections
afforded to its clients nor for providing advice in relation to the Placing and/or any other matter referred to in this.
Apart from the responsibilities and liabilities, if any, which may be imposed on the Managers or their respective
affiliates by their respective regulatory regimes, neither the, the Managers nor any of their respective affiliates
accepts any responsibility whatsoever for the contents of the information contained in this announcement or for any
other statement made or purported to be made by or on behalf of the Managers or any of their respective affiliates
in connection with the Selling Entities, the Placing Shares or the Placing. The Managers and each of their respective
affiliates accordingly disclaim all and any responsibility and liability whatsoever, whether arising in tort, delict,
contract or otherwise (save as referred to above) in respect of any statements or other information contained in this
announcement and no representation or warranty, express or implied, is made by the Managers or any of their
respective affiliates as to the accuracy, completeness or sufficiency of the information contained in this
announcement.
In connection with the sale of the Placing Shares, any of the Managers and any of their respective affiliates may take
up a portion of the Placing Shares in the Placing as a principal position and in that capacity may retain, purchase, sell,
offer to sell for their own accounts such Placing Shares and other securities of the Valterra or related investments in
connection with the Placing or otherwise. Accordingly, references in this announcement to the Placing Shares being
sold, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or
subscription, acquisition, placing or dealing by, any of the Managers and any such affiliates acting in such capacity.
In addition, any of the Managers and any of their respective affiliates may enter into financing arrangements
(including swaps or contracts for differences) with investors in connection with which the Managers and any such
affiliates may from time to time acquire, hold or dispose of Placing Shares. The Managers do not intend to disclose
the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory
obligations to do so.
A communication that a transaction is or that the book is "covered" (i.e. indicated demand from investors in the book
equals or exceeds the amount of the securities being offered) is not any indication or assurance that the book will
remain covered or that the transaction and securities will be fully distributed by the Managers. The Managers reserve
the right to take up a portion of the securities in the offering as a principal position at any stage at their sole discretion,
inter alia, to take account of the objectives of the seller, UK MiFID II requirements and in accordance with allocation
policies.
The distribution of this announcement and the offering of the Placing Shares in certain jurisdictions may be restricted
by law. No action has been taken by the Selling Entities or the Managers that would permit an offering of such shares
or possession or distribution of this announcement or any other offering or publicity material relating to such shares
in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement
comes are required by the Selling Entities, the Managers to inform themselves about, and to observe, such
restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such
jurisdiction.
The information contained in this announcement is for background purposes only and does not purport to be full or
complete. No reliance may be placed for any purpose on the information contained in this announcement or its
accuracy or completeness. This announcement does not identify or suggest, or purport to identify or suggest, the
risks (direct or indirect) that may be associated with an investment in the Placing Shares. Any investment decision to
buy Placing Shares in the Placing must be made solely on the basis of publicly available information, which has not
been independently verified by the Managers and/or the Selling Entities.
This announcement does not represent the announcement of a definitive agreement to proceed with the Placing
and, accordingly, there can be no certainty that the Placing will proceed. The Selling Entities reserve the right not to
proceed with the Placing or to vary any terms of the Placing in any way.
This announcement includes statements that may constitute forward-looking statements within the meaning of the
securities laws of certain jurisdictions. Such forward-looking statements can be identified by the use of forward-
looking terminology such as "believes", "expects", "may", expects", "intends", "will", "will continue", "should",
"would be", "seeks", "anticipates" or similar expressions or the negative thereof or other variations thereof or
comparable terminology. By their nature, forward-looking statements involve risks and uncertainties because they
relate to events and depend on circumstances that may or may not occur in the future. The Selling Entities explicitly
disclaim any intention or obligation or undertaking publicly to release the result of any revisions to any forward-
looking statements in this announcement that may occur due to any change in either the Selling Entities' expectations
or to reflect events or circumstances after the date of it. All subsequent written and oral forward-looking statements
attributable to either the Selling Entities or to persons acting on its behalf are expressly qualified in their entirety by
the cautionary statements referred to above and contained elsewhere in this document.
The Placing Shares to be sold pursuant to the Placing are admitted to: (i) listing and trading on the Main Board of the
Johannesburg Stock Exchange; and (ii) to trading on the main market for listed securities of the London Stock
Exchange plc and to listing on the equity shares (international commercial companies secondary listing) listing
category of the Official List of the Financial Conduct Authority.
Group terminology
In this document, references to "Anglo American", the "Anglo American Group", the "Group", "we", "us", and "our"
are to refer to either Anglo American plc and its subsidiaries and/or those who work for them generally, or where it
is not necessary to refer to a particular entity, entities or persons. The use of those generic terms herein is for
convenience only, and is in no way indicative of how the Anglo American Group or any entity within it is structured,
managed or controlled. Anglo American subsidiaries, and their management, are responsible for their own day-to-
day operations, including but not limited to securing and maintaining all relevant licences and permits, operational
adaptation and implementation of Group policies, management, training and any applicable local grievance
mechanisms. Anglo American produces group-wide policies and procedures to ensure best uniform practices and
standardisation across the Anglo American Group but is not responsible for the day to day implementation of such
policies. Such policies and procedures constitute prescribed minimum standards only. Group operating subsidiaries
are responsible for adapting those policies and procedures to reflect local conditions where appropriate, and for
implementation, oversight and monitoring within their specific businesses.
Information on the Selling Entities
Following completion of the demerger of Valterra Platinum, the interest retained in approximately 19.9% of the total
issued ordinary share capital of Valterra Platinum (excluding Valterra Platinum's treasury shares) was held by the
Selling Entities as follows: (i) Anglo American International Limited ("Anglo American International"), a wholly-owned
indirect subsidiary of Anglo American, continued to hold a number of ordinary shares in Valterra Platinum
representing an approximate 15.51% interest in the total issued ordinary share capital of Valterra Platinum (excluding
Valterra Platinum's treasury shares); and (ii) Epoch Investment Holdings (RF) Proprietary Limited, Epoch Two
Investment Holdings (RF) Proprietary Limited and Tarl Investment Holdings (RF) Proprietary Limited (collectively, the
"Investment Companies" and, together with Anglo American International, the "Selling Entities") are independent
companies owned by charitable trusts which were established to purchase Anglo American Shares as part of Anglo
American's 2006 share buyback programme. As a result, the Investment Companies own approximately 8.4% of the
ordinary shares in Anglo American. By virtue of the Investment Companies' shareholding in Anglo American, in
connection with the demerger of Valterra Platinum the Investment Companies each received ordinary shares in
Valterra Platinum representing, in aggregate, an approximate 4.38% interest in the total issued ordinary share capital
of Valterra Platinum (excluding Valterra Platinum's treasury shares).
Tenon Investment Holdings Proprietary Limited ("Tenon"), an indirect and wholly owned subsidiary of Anglo
American, has previously entered into agreements with each of the Investment Companies, pursuant to which the
Investment Companies purchased Anglo American shares on the market and granted to Tenon the right to require
the Investment Companies to transfer such shares to persons nominated by Tenon (the "Agreements"). The transfer
right contained in each of the Agreements extends, on similar terms, to securities derived from Anglo American
shares and received by each of the Investment Companies as a holder of those shares. Accordingly, Tenon's transfer
right applies to the Valterra Platinum shares received by the Investment Companies in connection with the demerger.
Tenon has exercised its transfer right under each of the Agreements in respect of the Valterra Platinum shares held
by the Investment Companies to be sold through the Placing.
Disclaimer
This document is for information purposes only and does not constitute, nor is to be construed as, an offer to sell or
the recommendation, solicitation, inducement or offer to buy, subscribe for or sell shares in Anglo American or any
other securities by Anglo American or any other party. Further, it should not be treated as giving investment, legal,
accounting, regulatory, taxation or other advice and has no regard to the specific investment or other objectives,
financial situation or particular needs of any recipient.
Forward-looking statements and third party information
This document includes forward-looking statements. All statements other than statements of historical facts included
in this document, including, without limitation, those regarding Anglo American's financial position, business,
acquisition and divestment strategy, dividend policy, plans and objectives of management for future operations,
prospects and projects (including development plans and objectives relating to Anglo American's products,
production forecasts and Ore Reserve and Mineral Resource positions) and sustainability performance related
(including environmental, social and governance) goals, ambitions, targets, visions, milestones and aspirations, are
forward-looking statements. By their nature, such forward-looking statements involve known and unknown risks,
uncertainties and other factors which may cause the actual results, performance or achievements of Anglo American
or industry results to be materially different from any future results, performance or achievements expressed or
implied by such forward-looking statements.
Such forward-looking statements are based on numerous assumptions regarding Anglo American's present and
future business strategies and the environment in which Anglo American will operate in the future. Important factors
that could cause Anglo American's actual results, performance or achievements to differ materially from those in the
forward-looking statements include, among others, levels of actual production during any period, levels of global
demand and commodity market prices, unanticipated downturns in business relationships with customers or their
purchases from Anglo American, mineral resource exploration and project development capabilities and delivery,
recovery rates and other operational capabilities, safety, health or environmental incidents, the effects of global
pandemics and outbreaks of infectious diseases, the impact of attacks from third parties on our information systems,
natural catastrophes or adverse geological conditions, climate change and extreme weather events, the outcome of
litigation or regulatory proceedings, the availability of mining and processing equipment, the ability to obtain key
inputs in a timely manner, the ability to produce and transport products profitably, the availability of necessary
infrastructure (including transportation) services, the development, efficacy and adoption of new or competing
technology, challenges in realising resource estimates or discovering new economic mineralisation, the impact of
foreign currency exchange rates on market prices and operating costs, the availability of sufficient credit, liquidity
and counterparty risks, the effects of inflation, terrorism, war, conflict, political or civil unrest, uncertainty, tensions
and disputes and economic and financial conditions around the world, evolving societal and stakeholder
requirements and expectations, shortages of skilled employees, unexpected difficulties relating to acquisitions or
divestitures, competitive pressures and the actions of competitors, activities by courts, regulators and governmental
authorities such as in relation to permitting or forcing closure of mines and ceasing of operations or maintenance of
Anglo American's assets and changes in taxation or safety, health, environmental or other types of regulation in the
countries where Anglo American operates, conflicts over land and resource ownership rights and such other risk
factors identified in Anglo American's most recent Annual Report. Forward-looking statements should, therefore, be
construed in light of such risk factors and undue reliance should not be placed on forward-looking statements. These
forward-looking statements speak only as of the date of this document. Anglo American expressly disclaims any
obligation or undertaking (except as required by applicable law, the City Code on Takeovers and Mergers, the UK
Listing Rules, the Disclosure and Transparency Rules of the Financial Conduct Authority, the Listings Requirements of
the securities exchange of the JSE Limited in South Africa, the SIX Swiss Exchange, the Botswana Stock Exchange and
the Namibian Stock Exchange and any other applicable regulations) to release publicly any updates or revisions to
any forward-looking statement contained herein to reflect any change in Anglo American's expectations with regard
thereto or any change in events, conditions or circumstances on which any such statement is based.
Nothing in this document should be interpreted to mean that future earnings per share of Anglo American will
necessarily match or exceed its historical published earnings per share. Certain statistical and other information
included in this document is sourced from third party sources (including, but not limited to, externally conducted
studies and trials). As such it has not been independently verified and presents the views of those third parties, but
may not necessarily correspond to the views held by Anglo American and Anglo American expressly disclaims any
responsibility for, or liability in respect of, such information.
Date: 03-09-2025 05:40:00
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