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

Release Date: 13/08/2019 17:30
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 for-
mat if possible) i

1a. Identity of the issuer or the underlying issuer                                                Anglo American PLC
of existing shares to which voting rights are at-
tached 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
                                                                           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                                                         08 August 2019
reached vi:

6. Date on which issuer notified (DD/MM/YYYY):                                                        12 August 2019

7. Total positions of person(s) subject to the notification obligation
                          % of voting rights at-   % of voting rights          Total of both in %     Total number of
                          tached to shares (to-    through financial instru-   (8.A + 8.B)            voting rights of is-
                          tal of 8. A)             ments                                              suer vii
                                                   (total of 8.B 1 + 8.B 2)
Resulting situation       2.97%                    2.83%                       5.80%                  1,404,281,116
on the date on which
threshold was
crossed or reached
Position of previous      2.78%                    2.79%                       5.57%
notification (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 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                                       41,772,960                                             2.97%
SUBTOTAL 8. A                              41,772,960                                             2.97%

B 1: Financial Instruments according to Art. 13(1)(a) of Directive 2004/109/EC (DTR5.3.1.1 (a))
Type of financial in-      Expiration       Exercise/                     Number of voting rights         % of voting rights
strument                   datex            Conversion Period xi          that may be acquired if
                                                                          the instrument is
                                                                          exercised/converted.
American Deposi-           N/A              N/A                           1                               0.00%
tory receipt
Exchangeable Bond          11/04/2020       11/04/2020                    8,691,587                       0.62%
Exchangeable Bond          10/10/2020       10/10/2020                    4,107,988                       0.29%
Physically Settled         16/08/2019       16/08/2019                    750,000                         0.05%
Option
Physically Settled         20/09/2019       20/09/2019                    250,000                         0.02%
Option
Right to Recall            N/A              N/A                           93,962                          0.01%
                                            SUBTOTAL 8. B 1               13,893,538                      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      Expiration         Exercise/              Physical or cash      Number of          % of voting rights
instrument             date x             Conversion Pe-         settlement xii        voting rights
                                          riod xi
Cash-settled           20/12/2019         20/12/2019             Cash                  900,000            0.06%
Future
Physically Set-        20/09/2019         20/09/2019             Physical              250,000            0.02%
tled Put Option
Physically Set-        19/06/2020         19/06/2020             Physical              500,000            0.04%
tled Put Option
Cash Settled           08/10/2019         08/10/2019             Cash                  9,082              0.00%
Call Option
Cash Settled           11/10/2019         11/10/2019             Cash                  3,813              0.00%
Call Option
Cash Settled           16/10/2019         16/10/2019             Cash                  167                0.00%
Call Option
Cash Settled           25/10/2019         25/10/2019             Cash                  12,203             0.00%
Call Option
Cash Settled           26/10/2020         26/10/2020             Cash                  1,036              0.00%
Call Option
Cash-settled           19/08/2019         19/08/2019             Cash                  2,500,000          0.18%
Equity Swap
Cash-settled           05/09/2019         05/09/2019             Cash                  2,059,897          0.15%
Equity Swap
Cash-settled           10/09/2019         10/09/2019             Cash                  2,140,000          0.15%
Equity Swap
Cash-settled           11/09/2019         11/09/2019             Cash                  2,050,000          0.15%
Equity Swap
Cash-settled           17/10/2019         17/10/2019             Cash                  4,877,825          0.35%
Equity Swap
Cash-settled           05/12/2019         05/12/2019             Cash                  990                0.00%
Equity Swap
Cash-settled           20/12/2019         20/12/2019             Cash                  38,000             0.00%
Equity Swap
Cash-settled           13/01/2020         13/01/2020             Cash                  641,000            0.05%
Equity Swap
Cash-settled           07/04/2020         07/04/2020             Cash                  105,366            0.01%
Equity Swap
Cash-settled           12/05/2020         12/05/2020             Cash                  137,265            0.01%
Equity Swap   
Cash-settled           02/06/2020         02/06/2020             Cash                  55,811             0.00%
Equity Swap
Cash-settled           11/06/2020         11/06/2020             Cash                  125,570            0.01%
Equity Swap
Cash-settled           17/06/2020         17/06/2020             Cash                  167,886            0.01%
Equity Swap
Cash-settled           22/06/2020         22/06/2020             Cash                  2,772              0.00%
Equity Swap
Cash-settled           02/07/2020         02/07/2020             Cash                  10,232             0.00%
Equity Swap
Cash-settled           14/07/2020         14/07/2020             Cash                  2,565,758          0.18%
Equity Swap
Cash-settled           02/09/2020         02/09/2020             Cash                  5,772,488          0.41%
Equity Swap
Cash-settled           22/12/2020         22/12/2020             Cash                  7,416              0.00%
Equity Swap
Cash-settled           09/02/2021         09/02/2021             Cash                  194,438            0.01%
Equity Swap
Cash-settled           08/04/2021         08/04/2021             Cash                  133,853            0.01%
Equity Swap
Cash-settled           09/07/2021         09/07/2021             Cash                  140,435            0.01%
Equity Swap
Cash-settled           08/02/2023         08/02/2023             Cash                  98,110             0.01%
Equity Swap
Cash-settled           16/05/2024         16/05/2024             Cash                  362,457            0.03%
Equity Swap
                                                               SUBTOTAL
                                                               8.B.2
                                                                                       25,863,870         1.84%

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                                    X
financial instruments are effectively held starting with the ultimate controlling natural person or legal entity xiv
(please add additional rows as necessary)
Namexv                          % of voting rights if it         % of voting rights              Total of both if it
                                equals or is higher              through financial in-           equals or is higher
                                than the notifiable              struments if it equals          than the notifiable
                                threshold                        or is higher than the           threshold
                                                                 notifiable threshold
JPMorgan Chase & Co.
JPMorgan Chase Bank,
National Association
J.P. Morgan Interna-
tional Finance Limited
J.P. Morgan Capital
Holdings Limited
J.P. Morgan Securities                                                                           5.23%
plc

JPMorgan Chase & Co.
JPMorgan Chase Bank,
National Association

JPMorgan Chase & Co.
JPMorgan Chase Hold-
ings 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 informationx vi
Table 8A) Includes stock borrows of 45,748,848 (3.26%)

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%)

Place of completion                                                         London, United Kingdom
Date of completion                                                                  12 August 2019

Clare Davage
Deputy Company Secretary
Anglo American plc

13 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 Ex-
change 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 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.

Date: 13/08/2019 05:30:00
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