Minorco S.A. - Re Share Trading
24 Mai 1999 - 11:24AM
UK Regulatory
RNS No 6908v
MINORCO S.A.
24 May 1999
Anglo American plc Commences Trading
London, 24 May 1999 - Anglo American plc ("AA plc") announces that trading in
its shares has commenced today at 09:00 (UK time) following the admission of
its issued ordinary shares to the Official List of the London Stock Exchange.
AA plc's primary listing is on the London Stock Exchange with secondary
listings on the Johannesburg Stock Exchange and Swiss Exchange SWX. AA plc was
created from the combination of Anglo American Corporation of South Africa
("AAC") and Minorco.
As previously announced, an offer for the shares in Minorco was made by AA
plc. Offers for the minority interests in Anglo American Investment Trust
Limited ("Anamint") and Anglo American Gold Investment Company Limited
("Amgold") were made by AAC by way of Schemes of Arrangement.
Minorco shareholders have accepted the offer in respect of 224.67 million
Minorco shares or 99.43% in total. This includes acceptances in respect of
1.04 million Minorco shares for the cash alternative of US$16 per share,
resulting in an aggregate cash payment to such shareholders of US$16.6
million. Minorco shareholders holding 1.29 million shares have not accepted
the offer and, if the necessary resolutions are passed at an Extraordinary
General Meeting to be held on 27 May 1999, they will receive US$16 for each
Minorco share they hold by way of a capital reduction, an aggregate payment of
US$20.7 million.
The acquisition of the minority interests in Anamint will result in the
transfer to Anamint minorities of 22.37 million AA plc shares and the
acquisition of the minority interests in Amgold will result in the transfer of
16.39 million AA plc shares, in each case, out of the holdings initially
allotted to the ARH group on its acceptance of the Minorco offer. As a result
of the Anamint transaction, AA plc will own an effective 33.4% economic
interest in the linked units in De Beers Consolidated Mines Limited/De Beers
Centenary AG.
Accordingly, following these transactions and implementation of the scheme of
arrangement between AAC and its shareholders under which AA plc acquired all
of the shares of AAC, and the allotment by AA plc of 18 million shares to the
Anglo American Employee Share Ownership Plan, the issued share capital of AA
plc is 407.65 million shares. This includes 12.64 million shares held by
wholly owned subsidiaries of AA plc.
AA plc's mining assets include interests in AngloGold, the world's largest
gold producer, Anglo Platinum, the world's largest primary producer of
platinum, De Beers, the world's largest producer and marketer by value of gem
diamonds, Anglo Coal, one of the world's largest private sector coal producers
as well as a substantial spread of base metal operations and projects. AA plc
also has significant interests in industrial minerals, ferrous metals and
forest products and packaging activities.
For the year end of 31 December 1998, pro forma combined turnover (including
share of associates' turnover) for AA plc was US$ 20,800 million and pro forma
combined operating profit before exceptional items for the period was US$
2,016 million.
The Board believes that the first meeting of the FTSE Equity Indices Committee
following Admission will decide that the Ordinary Shares will become a
constituent of the FTSE 100 Index. If the Committee so decides, inclusion
would be effective on 21 June 1999.
Julian Ogilvie Thompson, Chairman of AA plc said: "Anglo American is opening a
new and important chapter in its history. Having a single, internationally
based platform presents great opportunities to pursue the company's objectives
and strategy - it will also allow us to compete more effectively around the
world and to exploit new business and growth opportunities."
Existing AAC, Anamint, Amgold and Minorco shares were delisted on Friday 21
May 1999; where applicable, trading of American Depository Receipts and
International Depository Receipts representing shares of Minorco or AAC have
also terminated. Pending despatch of AA plc share certificates, by 28 May
1999, transfers of shares will be certified against the register.
For enquiries please contact:
London
Anglo American plc
Michael Spicer Nick von Schirnding
+ 44 171 698 8686 (w) + 44 171 698 8540 (w)
+ 27 83 227 1319 (mob) + 44 7771 737 055 (mob)
Johannesburg
Anne Dunn Marion Brower
+ 27 11 638 4730 (w) + 27 11 638 3001 (w)
+ 27 82 448 2684 (cell) + 27 82 895 0698 (cell)
Background
- AAC:
Under the principal terms of the scheme of arrangement between Anglo American
Corporation of South Africa (AAC) and its shareholders, Anglo American plc
("AA plc") acquired all of the shares in the capital of AAC in consideration
of the issue to the shareholders of AAC of one new ordinary share in the
capital of AA plc for every ordinary share in AAC held by them.
- Minorco
AA plc made an offer to the shareholders of Minorco to acquire the whole of
the issued share capital of Minorco on the basis of one new ordinary share in
AA plc for every two Minorco shares held with a cash alternative of US$ 16 for
each Minorco share. The Minorco offer became unconditional on 23 May 1999.
- Amgold:
The acquisition of the outstanding Amgold shares in terms of the Amgold scheme
was achieved at a ratio of 140 AA plc shares for every 100 Amgold shares held
(together with a cash sum for any fractional entitlements).
- Anamint:
The acquisition of the outstanding Anamint ordinary shares in terms of the
Anamint Scheme was achieved at a ratio of 59 AA plc shares for every 100
Anamint ordinary shares held (together with a cash sum for any fractional
entitlements). As an alternative, scheme participants could elect to receive
56 De Beers / Centenary linked units and 29,5 AA plc shares for every 100
Anamint ordinary shares held (together with a cash sum for any fractional
entitlements). The acquisition of the preference shares in terms of the
preference scheme was achieved at a price of 200 cents in cash per 6%
cumulative preference share.
Anglo American plc
20 Carlton House Terrace London SW1Y 5AN United Kingdom
Tel +44 171 698 8888 Fax +44 171 698 8555 www.angloamerican.co.uk
END
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