Anglo American PLC Results of General Meeting and Court Meeting (6940X)
May 06 2021 - 01:00AM
UK Regulatory
TIDMAAL
RNS Number : 6940X
Anglo American PLC
06 May 2021
Anglo American plc ("Anglo American")
Registered office: 17 Charterhouse Street, London EC1N 6RA
Registered number: 03564138 (incorporated in England and
Wales)
Legal Entity Identifier: 549300S9XF92D1X8ME43
Demerger of Thungela Resources Limited ("Thungela") - Results of
General Meeting and Court Meeting
Anglo American is pleased to announce that at the general
meeting (the "General Meeting") and court meeting (the "Court
Meeting") of shareholders held on Wednesday, 5 May 2021, in
connection with the proposed demerger of Thungela (the "Demerger"),
to be implemented by a Court sanctioned scheme of arrangement (the
"Scheme"), all the resolutions proposed were duly passed. Full
details of the resolutions are set out in the notices of the
General Meeting and the Court Meeting contained in the circular to
shareholders dated 8 April 2021 (the "Circular").
At the General Meeting, the special resolution to approve the
Demerger Resolution (as defined in the Circular) providing for the
implementation of the Scheme, was passed by the requisite
majority.
At the Court Meeting, a majority in number of Scheme
Shareholders (as defined in the Scheme), who voted (either in
person or by proxy) and who together represented over 75% by value
of the votes cast, voted in favour of the resolution to approve the
Scheme. The resolution was accordingly passed.
GENERAL MEETING
The voting on the special resolution to approve the Demerger
Resolution was taken on a poll and the results were as follows:
Number of votes: For: 893,259,839 (94.25%) Against: 54,512,365
(5.75%) Withheld: 564,102
COURT MEETING
The voting on the resolution to approve the Scheme was taken on
a poll and the results were as follows:
Number of Scheme Shareholders voting: For: 302 (88.56%) Against:
39 (11.44%)
Number of votes: For: 881,633,160 (94.03%) Against: 55,984,433
(5.97%)
Percentage of eligible Scheme Shares (as defined in the Scheme)
voted: For: 64.68% Against: 4.11%
Completion of the Demerger remains subject to the satisfaction
or waiver of certain conditions set out in the Circular, including
(but not limited to) the Court sanctioning the Scheme at the Court
hearing which is expected to take place on Wednesday, 26 May 2021.
Subject to the fulfilment of such conditions, the Scheme is
expected to become effective on Friday, 4 June 2021.
If the Scheme becomes effective, it is expected that on Monday,
7 June 2021, Thungela ordinary shares will be: (i) admitted to
trading on the Main Board of the Johannesburg Stock Exchange; and
(ii) admitted to the standard listing segment of the UK Official
List and admitted to trading on the main market of the London Stock
Exchange (together, "Admission").
Information on trading
Anglo American's ordinary shares will be marked "Ex" to the
Demerger on Monday, 7 June 2021 (the "Ex-Date"), when Admission has
occurred and following the Demerger becoming effective after close
of business on Friday, 4 June 2021 (the "Record Date").
Between the Record Date and the Ex-Date, holders of Anglo
American ordinary shares should note that from a trading
perspective, unless the counterparties specifically agree
otherwise, a buyer of Anglo American ordinary shares ahead of the
Ex-Date will assume the benefit to any entitlement to the ordinary
shares of Thungela arising out of the Demerger, and the seller
would need to pass the benefit to the buyer, even if the seller is
the recorded owner at the Record Date.
Other information
This announcement will be available for viewing on Anglo
American's website, www.angloamerican.com, as soon as
practicable.
A copy of the special resolution passed at the General Meeting
has been submitted to the Financial Conduct Authority and will
shortly be available for inspection on the National Storage
Mechanism at https://data.fca.org.uk/#/nsm/nationalstoragemechanism
.
Defined terms used but not defined in this announcement have the
meanings set out in the Circular dated 8 April 2021.
Ellie Klonarides
Deputy Company Secretary
Anglo American plc
6 May 2021
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END
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