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Total Voting Rights and Merger-related Information
Anglo American plc
Registered office: 17 Charterhouse Street London EC1N 6RA United Kingdom
Registered number: 3564138 (incorporated in England and Wales)
Legal Entity Identifier: 549300S9XF92D1X8ME43
ISIN: GB00BTK05J60
JSE Share Code: AGL
NSX Share Code: ANM
(“the Company”)
Total Voting Rights and Merger-related Information
Shareholders are directed to the second part of this announcement which contains
important information on the special dividend and name change in respect of the
Merger and their associated timings.
Total voting rights
The following notification is made in accordance with the UK Financial Conduct Authority’s
Disclosure Guidance and Transparency Rule 5.6.
As at 6pm on 31 August 2026, the issued share capital of the Company was 1,178,050,272
ordinary shares of US$0.6239 each. No shares are held in Treasury, therefore the total
number of voting rights in the Company is 1,178,050,2721.
This information may be used by shareholders (and others with notification obligations) as
the denominator for the calculations by which they will determine whether they are required
to notify their interest in, or a change to their interest in, the Company under the FCA's
Disclosure Guidance and Transparency Rules.
Special dividend and name change in respect of the Merger
Shareholders of the Company (“Anglo American Shareholders”) are referred to the
proposed merger of equals between the Company and Teck Resources Limited (“Teck”)
(the “Proposed Transaction” or “Merger”), details of which were set out in the circulars
(together, the “Shareholder Circulars”) distributed by the Company to the Anglo American
Shareholders on 10 November 2025 and by Teck to the shareholders of Teck (the “Teck
Shareholders”) on 10 November 2025. The Merger will be implemented in accordance with
the terms of the arrangement agreement dated 9 September 2025 between the Company
and Teck (the “Arrangement Agreement”).
The implementation of the Merger is subject to the fulfilment or waiver of outstanding
conditions precedent set out in the Arrangement Agreement and described in the
Shareholder Circulars (“Conditions Precedent”), including, among others, receipt of final
regulatory approvals and a condition that the Company must validly and lawfully approve a
special dividend to Anglo American Shareholders on the share register of the Company (the
"Register") ahead of completion of the Merger (the “Anglo American Special Dividend”),
being a one-off distribution expected to comprise a base amount of approximately US$4.5
billion (subject to the adjustments outlined below).
Calculation of the Anglo American Special Dividend
As described in the Shareholder Circulars, a formula is used to determine the Anglo
American Special Dividend amount (the “ASD Amount”). In summary, the ASD Amount is
US$4.5 billion, increased or decreased by an adjustment amount reflecting the Company’s
and Teck’s ordinary course dividends declared with a record date after 9 September 2025
but on or prior to the effective date of the Merger (the “Effective Date”). The ASD Amount
will either be adjusted (i) upwards if Teck pays more in ordinary course dividends than the
Company on a relative basis; or (ii) downwards if the Company pays more dividends than
Teck on a relative basis, in each case subject to certain exchange rate adjustments.
The Company and Teck are required to determine the ASD Amount (including whether (i) a
Negative Conclusion (as defined below), which would trigger the application of the “catch-up”
dividend referred to below, or (ii) a Zero Conclusion (as defined below), applies) no later
than fifteen (15) business days prior to the estimated ASD Deadline (as defined below). In
particular, the Company and Teck will be required to determine, by applying the formula
used to calculate the ASD Amount, whether the amount would lead to a Negative
Conclusion or a Zero Conclusion. A “Negative Conclusion” will be reached if the ASD
Amount is negative after application of the adjustment referred to above, in which case Teck
will be required to declare and pay a "catch-up" dividend to Teck Shareholders and the
Anglo American Special Dividend will not apply. A “Zero Conclusion” will be reached if the
ASD Amount is zero after application of the adjustment referred to above, in which case
neither the Company nor Teck will pay a dividend in connection with the Merger.
Timetable and approval requirements
The Company is required to approve the Anglo American Special Dividend by no later than a
date that is two (2) business days following satisfaction or waiver of the non-Effective Date
Conditions Precedent (the “ASD Deadline”). The record date for the Anglo American Special
Dividend (the “ASD Record Date”) must occur prior to the Effective Date to ensure that the
entitlements of Anglo American Shareholders are determined by reference to the Register
before the Effective Date and prior to the implementation of the Merger. The Company and
Teck have agreed that the Anglo American Special Dividend must be paid within forty five
(45) days after the Effective Date (rather than thirty (30) days as originally contemplated in
the Arrangement Agreement).
Anglo American Shareholders are advised that the Company will release the declaration and
finalisation data regarding the Anglo American Special Dividend in a combined declaration
and finalisation announcement to be released following the fulfilment (or waiver, as
applicable) of the remaining non-Effective Date Conditions Precedent on or prior to the ASD
Deadline.
Anglo American Shareholders are advised that the declaration and finalisation
announcement with respect to the Anglo American Special Dividend will be published
no later than eight (8) trading days prior to the ASD Record Date, which constitutes a
deviation from the standard thirteen (13) trading day period prescribed by the
Johannesburg Stock Exchange (“JSE”).
In order to accommodate this period, notwithstanding the terms of the Arrangement
Agreement, the Company and Teck have agreed that the period between fulfilment (or
waiver, as applicable) of the remaining non-Effective Date Conditions Precedent and
completion of the Merger will be eleven (11) trading days and the effective time of the
Merger is expected to be 10:00 p.m. Vancouver time on the eleventh trading day.
The combined declaration and finalisation announcement is required because (i) the precise
date of the satisfaction or waiver of the non-Effective Date Conditions Precedent and the
ASD Deadline, together with the other customary salient dates and times applicable to the
Anglo American Special Dividend, are unknown at the time when the declaration
announcement would otherwise be required to be published under the conventional
thirteen (13) trading day notice period; and (ii) certainty as to the unconditionality and
completion of the Merger, will be established only eleven (11) trading days prior to the
Effective Date.
Anglo American Shareholders are further advised that the timetable for changing the
approved name of the Company to “Anglo Teck plc”, including the new share code
and short name, will also be announced in the same combined declaration and
finalisation announcement which will be published no later than eight (8) trading days
prior to the ASD Record Date and will constitute a deviation from the standard
thirteen (13) trading day period prescribed by the JSE.
The deviation from the standard JSE Corporate Actions Timetable arises due to legal
limitations and the constrained timetable for the Proposed Transaction, as approved
by the Company and Teck.
The specific timetable applicable to the above corporate events, to be included in the
combined declaration and finalisation announcement, will be subject to approval by the JSE
and the London Stock Exchange in accordance with their respective listing rules and
requirements.
ACCORDINGLY, ANGLO AMERICAN SHAREHOLDERS ARE URGED TO TAKE NOTE
THAT THIS ANNOUNCEMENT IS MADE WELL IN ADVANCE OF THE PUBLICATION OF
THE COMBINED DECLARATION AND FINALISATION ANNOUNCEMENT. THE
PURPOSE OF THIS EARLY COMMUNICATION IS TO ENSURE THAT THE MARKET IS
DULY INFORMED OF THE DEVIATION FROM THE STANDARD JSE CORPORATE
ACTIONS TIMETABLE. ANGLO AMERICAN SHAREHOLDERS ARE URGED TO
EXERCISE PARTICULAR CARE IN MONITORING ANNOUNCEMENTS AND IN
PLANNING THEIR TRADING AND SETTLEMENT ACTIVITIES TO ENSURE THAT THEY
ARE ABLE TO PARTICIPATE IN THE ANGLO AMERICAN SPECIAL DIVIDEND, IF THEY
ARE SO ENTITLED.
Full details relating to the Anglo American Special Dividend (including the final amount per
share, specific salient dates and payment mechanics) and the Company’s name change will
be provided in due course in the combined declaration and finalisation announcement
following fulfilment of the non-Effective Date Conditions Precedent.
Clare Davage
VP, Deputy Company Secretary
Anglo American plc
01 September 2026
Note 1. Of these, 98,906,534 shares are held by Epoch Investment Holdings (RF) Proprietary Limited, Epoch Two Investment
Holdings (RF) Proprietary Limited and Tarl Investment Holdings (RF) Proprietary Limited, the independent companies which
purchased shares as part of the Company's 2006 share buyback programme. These independent companies have waived their
right to vote all the shares they hold or will hold in the Company.
Disclaimers
The information contained in this announcement is a summary only and does not purport to
be complete. It is subject to, and should be read in conjunction with, the full text of the
Shareholder Circulars and the Arrangement Agreement, which contain detailed information
regarding the Proposed Transaction, including its terms and conditions, and which have
been made publicly available by the Company and Teck.
Anglo American Shareholders are strongly advised to read the Shareholder Circulars and all
related documents in their entirety in order to obtain a full understanding of the Proposed
Transaction, the Anglo American Special Dividend and the matters contemplated herein. To
the extent of any inconsistency between this summary and the Shareholder Circulars, the
terms of the Shareholder Circulars shall prevail.
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. The Company assumes no
responsibility or liability whatsoever in the event there is a violation by any person of 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 does not constitute or form a part of any
offer to the public for the sale of, or subscription for, or an invitation, advertisement or the
solicitation of an offer to purchase and/or subscribe for, securities as defined in and/or
contemplated by the South African Companies Act, No. 71 of 2008 ("South African
Companies Act"). Accordingly, this announcement does not, nor does it intend to, constitute
a “registered prospectus” or an advertisement relating to an offer to the public, as
contemplated by the South African Companies Act and no prospectus has been, or will be,
filed with the South African Companies and Intellectual Property Commission in respect of
this announcement.
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, 2002 (“FAIS Act”) and should not be construed as an express or implied
recommendation, guide or proposal that any particular transaction or in relation to the
business or future investments of the Company, 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. The Company is not a financial services
provider licensed as such under the FAIS Act.
Forward-looking statements
This announcement includes “forward-looking statements”. Forward-looking statements are
statements that are not historical facts and may be identified by the use of words such as
“anticipate”, “believe”, “continue”, “should”, “will”, “target”, “forecast”, “expect”, “potential”,
“intend”, “estimate”, “strategy”, “can” and other similar expressions that predict or indicate
future events or trends or that are not statements of historical matters. The forward-looking
statements set out in this announcement involve a number of known and unknown risks,
uncertainties and other factors, many of which are difficult to predict and generally beyond
the control of the Company, that could cause the Company's actual results and outcomes to
be materially different from historical results or from any future results expressed or implied
by such forward-looking statements. Actual events may differ significantly from any
anticipated development due to a number of factors, including without limitation, changes in
public sector investment levels, changes in the general economic, political and market
conditions in the markets in which the Company operates, the Company's ability to attract,
retain and motivate qualified personnel, changes in the Company's ability to engage in
commercially acceptable acquisitions and strategic investments, and changes in laws and
regulation and the potential impact of legal proceedings and actions.
The information, opinions and forward-looking statements contained in this announcement
speak only as at its date and are subject to change without notice. The Company expressly
disclaims any obligation or undertaking or any obligation to review, update, confirm, or to
release publicly any updates or revisions to any forward-looking statements to reflect events,
conditions or circumstances that occur or circumstances that arise in relation to the content
of this announcement.
Nothing in this announcement constitutes, shall be construed or be deemed to be a profit
forecast or dividend forecast as contemplated under the JSE Listings Requirements, nor
may it be relied upon as a guide to future performance. The information contained in this
announcement has not been audited or reviewed by the external auditors of the Company.
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,
and the Namibia Stock Exchange.
Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)
Date: 01/09/2026 13:00:00
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