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

Release Date: 20/04/2018 16:00
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 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): Change in delta-adjusted holdings for cash-settled financial instruments

3. Details of person subject to the notification obligation(iv)
Name                                                                 Deutsche Bank AG
City and country of registered office (if applicable)                Frankfurt, Germany

4. Full name of shareholder(s) (if different from 3.)
Name
City and country of registered office (if applicable)

5. Date on which the threshold was crossed or reached(vi):           17/04/2018
 
6. Date on which issuer notified (DD/MM/YYYY):                       19/04/2018

7. Total positions of person(s) subject to the notification obligation

                                                                                                       
                                                         
                          % of voting rights                 % of voting rights                                            
                          attached to shares (total     through financial instruments    Total of both in %      Total number of
                             of 8. A)                     (total of 8.B 1 + 8.B 2)           (8.A + 8.B)         voting rights of issuer(vii)
                                                      
Resulting situation
on the date on which
threshold was                 2.11%                                4.85%                       6.96%             1,404,766,876
crossed or reached

Position of previous
notification (if              2.16%                                4.86%                       7.02%
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)             2004/109/EC) (DTR5.1)          2004/109/EC)
                                                           (DTR5.2.1)                                              (DTR5.2.1)
GB00B1XZS820                    28,991,111                 665,085                       2.06%                      0.05%

SUBTOTAL 8. A                                 29,656,196                                              2.11%

B 1: Financial Instruments according to Art. 13(1)(a) of Directive 2004/109/EC (DTR5.3.1.1 (a))
                                                                        Number of voting rights
Type of financial          Expiration        Exercise/                  that may be acquired if
instrument                 date(x)           Conversion Period(xi)       the instrument is                % of voting rights
                                                                        exercised/converted.
                                                                              
Right to Recall                                                                7,500                           0.00%
Physically-settled Call
Option                     20-Jul-18                                         2,000,000                         0.14%
Exchangeable Bond          10-Oct-20                                         8,611,866                         0.61%

                                             SUBTOTAL 8. B 1                 10,619,366                        0.76%

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      Expiration     Exercise/                 Physical or             Number of
instrument             date(x)        Conversion Period(xi)     cash settlement(xii)    voting rights      % of voting rights
                                                                                                                                
Equity Swaps           21-Feb-23                                Cash                    25,965,482             1.85%
Call Option            10-Dec-18                                Cash                    26,627,108             1.90%
Put Option             10-Dec-18                                Cash                    1,909,719              0.14%
Put Option             21-Dec-18                                Physical                1,500,000              0.11%
Option Swaps           21-Sep-18                                Cash                    1,250,000              0.09%
Exchange Traded
Fund
                                                                Cash                    293,065                0.02%
                                                               SUBTOTAL                 57,545,374             4.10%
                                                               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)      x
(please add additional rows as necessary)
                                                                   % of voting rights
                                    % of voting rights if     through financial instruments            Total of both if it                  
                                    it equals or is higher         if it equals or is                  equals or is higher
                                      than the notifiable      higher than the notifiable              than the notifiable           
Name(xv)                                  threshold                     threshold                             threshold
                                                                                                                                                                                                                                                                                                                        

Deutsche Bank Aktiengesell-                                               4.85%                                6.96%
schaft
Deutsche Holdings
(Luxembourg) S.à r.l.
Deutsche Group Holdings
(SA) Proprietary Limited
Deutsche Holdings (SA) (Pro-
prietary) Limited
Deutsche Securities (Proprie-
tary) Limited

Deutsche Bank Aktiengesell-                                               4.85%                                6.96%
schaft
DB USA Corporation
DB U.S. Financial Markets
Holding Corporation
Deutsche Bank Securities
Inc.

10. In case of proxy voting, please identify:
Name of the proxy holder
The number and % of voting rights held

The date until which the voting rights will be held

11. Additional information(xvi)

Place of completion                                                             London
Date of completion                                                            19/04/2018

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 notifi-
       able 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.


Clare Davage
Deputy Company Secretary
Anglo American plc
20 April 2018

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)

Date: 20/04/2018 04:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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