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Ft Minr | LSE:MINR | London | Exchange Traded Fund |
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0.00 | 0.00% | 1,633.60 | 1,620.80 | 1,639.20 | 0 | 08:56:42 |
RNS No 3674n ANGLO AMERICAN CORPORATION OF SOUTH AFRICA LIMITED 15th October 1998 Anglo American Corporation of South Africa Limited (Incorporated in the Republic of South Africa) (Registration number 01/05309/06) ("AAC") Minorco (Incorporated in Luxembourg) ("Minorco") Restructuring of Anglo American Corporation and combination with Minorco to form Anglo American plc 1. Introduction The Boards of Anglo American Corporation of South Africa Limited ("AAC") and Minorco announce that they have agreed in principle to combine their businesses to establish Anglo American plc ("AA plc"), a United Kingdom company with global operations having its primary listing on the London Stock Exchange and listings on the Johannesburg Stock Exchange and other major European stock exchanges. The new company will be one of the world's largest mining and natural resource companies, with a formidable range of interests in gold, platinum and diamonds and an important presence in coal, base and ferrous metals, industrial minerals and forest products. It will also have an internationally diversified exploration programme and important other industrial and financial activities. AA plc will form a new platform to develop the ability of the group to compete more effectively around the world and to exploit new business and growth opportunities, supported by improved access to international capital markets. The key objective of AA plc will be to pursue increased shareholder value through a combination of superior real earnings growth and a narrowing of the discount of market value to net asset value. This strategy will be driven by focused management and accountability, operational control of core assets, simplicity and transparency of structure and rationalisation of non-core interests. The combination will be achieved by simultaneous share exchange offers to existing shareholders in AAC and Minorco. The offer by AA plc to AAC shareholders will be achieved by a scheme of arrangement whereby AAC shareholders will receive one new AA plc share for every one AAC share held ("the Scheme of Arrangement"). The offer to Minorco shareholders will be by means of a public offer of one new AA plc share for every two Minorco shares held with a cash alternative of US$16 per Minorco share ("the public offer"). It is anticipated that the documentation relating to the Scheme of Arrangement, the public offer and the listing of AA plc will be posted to shareholders in early 1999, following compliance with the London Stock Exchange requirements for completion of audited financial information as at 30 September 1998. The proposed combination has the approval of the South African Reserve Bank. The Board of AAC believes that the formation of AA plc and the commitment to developing core assets, both in South Africa and internationally, is in the best interests of shareholders and of South Africa in a rapidly globalising world economy. The principal shareholders in AA plc following completion of the Scheme of Arrangement and the public offer will be De Beers and the interests of the Oppenheimer family, who have agreed in principle to support the Scheme of Arrangement and accept the share offer to Minorco shareholders. Minorco's Board of Directors has established a committee of independent directors to evaluate the proposals set out in this announcement. The independent committee has appointed Morgan Stanley & Co. Limited as its financial advisor. The independent committee welcomes these constructive proposals from AAC which would simplify the ownership structure of Minorco and clarify the relationship between the two companies. The independent committee also recognises that the proposals would provide Minorco shareholders with certain value of US$16 per Minorco share as well as the opportunity to participate in a London listed company with potential for inclusion in the FTSE 100 index. The independent committee intends to recommend acceptance of the proposed offer (subject to final terms and conditions). Its recommendation will be included in the documentation posted to shareholders in early 1999. AAC is today announcing a scheme of arrangement to acquire the 43 per cent of the share capital in Amcoal it does not already own; an intention to make an offer for the 48 per cent of the share capital in Amic it does not already own; and an intention to purchase further shares in Amplats such that Amplats becomes a subsidiary of AAC. It has also reached agreement in principle to acquire from De Beers a number of interests, the most significant of which are in Anglogold, Amplats, Mondi and Samancor. AAC, together with its associates, and Billiton announced yesterday a joint offer for the shares that they do not already own in Samancor. It is the intention of AAC to dispose of its shareholdings in Bevcon/SA Breweries, when market conditions are appropriate, and of Amic to continue to review its interest in AECI. Minorco will divest itself of its gold interests and its interests in Engelhard Corporation and Terra Industries before the closing of the public offer. Pro forma sales for AA plc, based on the last reported annual results of AAC and Minorco, would have been some US$16,3 billion. On the same basis, pro forma operating profit before exceptional items would have been some US$2,0 billion. Based on the closing share price of AAC on 14 October 1998, and reflecting the terms of the share offer for Minorco, AA plc would have had a market capitalisation of some #6,1 billion, making it large enough to be included in the FTSE100 index. The pro forma financial information stated above takes account of the combination of AAC and Minorco to form AA plc on the basis set out in the tables below, and does not include any effect from the proposed transactions set out in section 5 below. 2. Background The structures of AAC and Minorco and their geographic separation, which have arisen as a result of South Africa's long period of political and financial isolation from the international community, have proved increasingly complicated when seeking to develop any focused strategy and have made valuation comparisons difficult. Dramatic political change in South Africa, together with an easing of controls on capital, has led to this major step in bringing together the assets and resources of AAC and Minorco. The Boards of AAC and Minorco believe that there is significant unrecognised value trapped within the companies' structures, which is reflected in the substantial discounts in their market values relative to their underlying "see-through" net asset values. It is the intention to pursue strategies to unlock this value. AA plc will enjoy the benefits of the actions of AAC already taken following AAC's strategic review, which commenced in 1997. This review resulted in the consolidation of AAC's platinum interests in Amplats, the world's leading producer of platinum; the formation of Anglogold, the world's largest gold company in terms of production and reserves; the streamlining of AAC's holdings in the reshaped De Beers; the restructuring of Amic, including the ongoing sales of non-core and non-performing assets; and the merger of AAC's financial services interests with those of RMB Holdings to form FirstRand. Recent actions taken by Minorco include the successful development of a number of major precious and base metals projects, the creation of an industrial minerals division and the ongoing disposal of non-core assets. 3. Strategy of AA plc It will be the core strategy of AA plc to develop as a global operating mining and natural resource company, with related industrial activities. The key objective of AA plc will be to enhance shareholder value through a combination of superior real earnings growth and a narrowing of the discount to net asset value by pursuing the following: - high-quality operating assets - operational control of core assets and underlying cashflows - simplicity and transparency of structure - focused management with clear responsibility and accountability - exit from non-performing and non-core businesses - efficient capital allocation - world class technical and financial skills The focus of the strategy for mining operations will be the pursuit and enhancement of low cost production to generate superior real earnings growth against the background of the commodity cycle. These objectives will be supported by the development of quality assets through exploration and acquisition. In the evaluation of the performance of investments, AA plc will apply strict disciplines for efficient capital allocation and risk management across the group with rigorous project and cashflow management. The use of a comprehensive range of investment evaluation techniques will add a focus to increasing shareholder value and shareholder returns. The restructuring of AAC's gold and platinum interests has already yielded significant cost savings. A further comprehensive review of cost efficiency is underway throughout the other operations, benchmarking AA plc's cost structures and profitability to its international peer groups. AAC's and Minorco's natural resource assets in the forest products sector will be brought together in a single structure. These unified operations will be well placed to take advantage of opportunities arising from the consolidation taking place within this sector. Non-core industrial interests will be actively managed and detailed assessments of these interests will be made to determine their competitive positions within the global economies and the sectors in which they operate with the aim of enhancing shareholder value through mergers, rationalisation or disposal. AA plc will hold an investment in FirstRand, South Africa's largest listed financial institution, formed recently by the merger of FNB, RMB, Momentum Life and Southern Life. Substantial merger benefits are expected to be generated by the new management team. There is therefore no current intention to dispose of this asset but, should opportunities arise which offer higher returns in the core businesses, consideration will be given to realising this asset. AA plc will be committed to the development of existing and new interests in South Africa and on the African continent. AA plc's South African operations will continue their commitment to major social investment and economic empowerment activities. 4. Profile of AA plc AA plc will be one of the world's largest mining and natural resource companies, with a formidable spread of interests in some of the world's foremost mining, natural resource and related assets. On the assumption that the proposed actions referred to in section 5 below are implemented, AA plc will have the major interests as set out below. Segmental pro forma financial information is set out in the tables below, although this information does not reflect the actions referred to in section 5. Gold AA plc, together with its 52% subsidiary Amgold, will hold 55% in Anglogold, the world's largest gold company in terms of annual production, which exceeds 6 million ounces of refined gold, and gold reserve base, which amounts to some 140 million ounces. Anglogold was formed earlier in 1998 to provide a more focused structure to manage production efficiencies and has already made significant progress in cost reduction with cash costs currently at around US$215 per ounce. Anglogold is considering submitting a bid to Minorco to acquire its gold interests. Diamonds AA plc, together with its effective 58% subsidiary Anamint, will hold 33% in De Beers/Centenary. De Beers/Centenary operate diamond mines in South Africa, Botswana, Namibia and Tanzania, and have a worldwide exploration programme. The Central Selling Organisation, the marketing arm of De Beers/Centenary, sells the majority of the world's rough gem diamond production. Platinum AA plc will own in excess of 50% of Amplats, the world's leading producer of platinum group metals with annual production of 1,9 million ounces of platinum, 0,9 million ounces of palladium and 0,2 million ounces of rhodium. The company has substantial high quality reserves and amongst the lowest operating costs in the sector. It is committed to an expansion programme of US$250 million. Coal AA plc will own 100% of Amcoal, currently one of the largest private-sector coal mining groups in the world operating eight mines in South Africa, and a 33% interest in Carbones del Cerrejon, a Colombian coal mining venture. Total annual sales of coal are in excess of 52,6 million tonnes. Base Metals and Minerals AA plc will have a developing portfolio of base metal assets, including principally 75% in Mantos Blancos and 44% in Collahuasi, which is one of the largest copper reserves in the world and is expected to enter full production in 1999. With an effective interest of 29% in Palabora Mining and various initiatives in Peru, Brazil, Zambia and the Congo, AA plc aims to become one of the world's leading copper producers. Through the development of the Lisheen zinc mine and the proposed Gamsberg zinc project, AA plc will develop a major presence in zinc. Through the Loma de Niquel mine in Venezuela and the Kabanga project in Tanzania, AA plc will add to its existing presence in nickel. The Namakwa Sands mineral sands operation in South Africa, currently doubling its capacity, will be one of the world's top four producers of heavy minerals. Industrial Minerals AA plc will have a significant European-based industrial minerals division, with substantial operations in the UK and other operations in Spain and Germany. Exploration and New Mining Business AAC, Minorco and their associates are currently spending over US$250 million per annum on exploration in the Americas, Africa, Europe and Australia. Ferrous Metals AA plc will have an important presence in the ferrous metals business through its interests in Samancor, Highveld, Columbus and Scaw Metals/Haggie. Forest Products AA plc will own 100 % of Mondi and Mondi Minorco Paper, which produce a range of forest products. Mondi Minorco Paper holds significant interests in pulp, paper and packaging operations located in Europe and South America. Other Industry The main industrial interests are in Tongaat-Hulett, Boart Longyear and LTA. Financial Services AA plc will have a 21% interest in FirstRand, the largest listed financial institution in South Africa, with interests in banking, insurance and asset management and total assets of US$32,7 billion as at 30 June 1998. 5. Further actions It has been a key objective of AAC and Minorco to simplify their corporate structures and, in pursuing that objective, the following further actions are announced. Amcoal AAC is today announcing a scheme of arrangement to acquire those ordinary shares in Amcoal not owned by AAC and its subsidiaries. The scheme comprises an effective entitlement to 175 AA plc shares for every 100 Amcoal shares with a cash alternative of R330 per Amcoal share. The scheme has been recommended by the board of Amcoal and its advisors. Holders of 44,7% of the shares in Amcoal not owned by AAC and its subsidiaries have given irrevocable undertakings to vote in favour of the scheme. Amic AAC has recently increased its holding in Amic to 52% and will make an offer for the shares that it does not already own by way of a scheme of arrangement at a price to be determined by reference to the Amic share price immediately prior to the cautionary announcement of 12 October 1998. A further announcement will be made shortly. De Beers, which owns just under 25% of Amic, has agreed in principle to support this proposal. Amic intends to continue purchasing additional shares in its subsidiary Highveld during periods of market weakness. Amic has recently increased its holding in Tongaat-Hulett to 51% in order to make Tongaat-Hulett a subsidiary of Amic. Samancor AAC, together with its associates, and Billiton, which currently own 31% and 55% respectively of Samancor, announced yesterday a joint offer of R45 per share in cash for the shares of the company that they do not already own. If the offer is successful, Samancor will be constituted as a joint venture in which AAC will hold 40% and Billiton 60%. De Beers/Centenary As a further step in the restructuring of the relationship between AAC and De Beers/Centenary, the respective boards have reached agreement in principle for the acquisition by AAC from De Beers/Centenary of a number of investments in which both are interested. The most significant of these interests are: - 4% in Anglogold; - 3% in Amplats; - 17% in Mondi; - 10% in Samancor; - 20% in Namakwa Sands; and - 10 % in Gamsberg. The Oppenheimer family have also agreed in principle to sell their interests in Namakwa Sands, Gamsberg and Mondi to AAC. Each of these companies will therefore become wholly-owned by AAC. The consideration for each of these acquisitions from De Beers/Centenary and the Oppenheimer family will be an effective entitlement to shares in AA plc. A further announcement will be made in due course. Following these transactions and the proposed acquisition of AAC and Minorco by AA plc, the holdings in AA plc will be the only significant shareholdings of De Beers and the interests of the Oppenheimer family in the AA plc group. Amplats The shares in Amplats to be acquired from De Beers and the shares recently purchased by AAC will give AAC a 45% shareholding in Amplats. AAC intends continuing to purchase additional shares during periods of market weakness with a view to AAC holding more than 50 % of Amplats. Divestments It is the intention of AAC to dispose of its shareholdings in Bevcon/SA Breweries, when market conditions are appropriate, and of Amic to continue to review its interest in AECI. Minorco will divest itself of its gold interests and its interests in Engelhard Corporation and Terra Industries before the closing of the public offer. 6. Implementation of the combination of AAC and Minorco The combination of AAC and Minorco will be achieved by the Scheme of Arrangement and the public offer which will proceed concurrently. The Scheme of Arrangement will result in a shareholder in AAC holding one AA plc share for every one share held in AAC. The public offer will result in a shareholder of Minorco who accepts the share offer holding one AA plc share for every two shares held in Minorco. The public offer will include a cash alternative of US$16 per Minorco share. Application will be made to list the AA plc shares on the London Stock Exchange, which is expected to occur by the end of the first quarter of 1999. After the completion of the public offer, it is expected that arrangements will be made under which the shareholders of Minorco who do not participate in the public offer will receive in consideration for their shares a value equivalent to the offer. It is anticipated that documentation relating to the Scheme of Arrangement, the public offer and the listing of AA plc will be posted to shareholders in early 1999, following compliance with the London Stock Exchange requirements for completion of audited financial information as at 30 September 1998. Acceptance of the public offer by shareholders not resident in South Africa or the United Kingdom may be affected by the laws of the relevant jurisdiction. Persons who are not resident in South Africa or the United Kingdom should inform themselves about and observe any applicable requirements. The public offer will not be made, directly or indirectly, in or into, and may not be accepted in or from the United States, Canada, Australia or Japan. Minorco's Board of Directors has established a committee of independent directors (the "Independent Committee") to evaluate the proposals set out in this announcement, comprising Edward G. Beimfohr, Dr Chester A. Crocker, Viscount Davignon, Cedric E. Ritchie, Hans-Joachim Schreiber, Peter S. Wilmot-Sitwell and J. Burgess Winter. The Independent Committee has appointed Morgan Stanley & Co. Limited as its financial advisor. The Independent Committee welcomes these constructive proposals from AAC, which would simplify the ownership structure of Minorco and clarify the relationship between the two companies. The Independent Committee also recognises that the proposals would provide Minorco shareholders with certain value of US$16 per Minorco share as well as the opportunity to participate in a London listed company with potential for inclusion in the FTSE 100 index. The Independent Committee intends to recommend acceptance of the proposed offer (subject to final terms and conditions). Its recommendation will be included in the documentation posted to shareholders in early 1999. The principal shareholders in AA plc following completion of the Scheme of Arrangement and the public offer will be De Beers and the interests of the Oppenheimer family who have agreed in principle to support the Scheme of Arrangement and accept the share offer to Minorco shareholders. 7. Management structure and corporate governance The formation of AA plc provides the opportunity to draw on the strength and depth of the existing management teams of AAC and Minorco throughout the new organisation. The eight Executive Directors and their executive responsibilities will be: J. Ogilvie Thompson Chairman and Chief Executive L. Boyd Deputy Chairman Amplats, Ferrous Metals and Industry M. W. King Deputy Chairman FirstRand J. W. Campbell Coal and Base Metals A. W. Lea Finance H. R. Slack Industrial Minerals, External Affairs and the London Office A. J. Trahar Forest Products and Industry T. C. A. Wadeson Technical Non-Executive Directors will include N.F. Oppenheimer (Deputy Chairman), R.M. Godsell and Sir Chippendale Keswick, together with four others who will be identified in the formal documentation. The executive committee of the Board of Directors, comprising the Executive Directors, will be the day-to-day decision-making body of AA plc. Appropriate management incentivisation arrangements will be put in place to ensure the alignment of management interests with shareholder returns. It is intended that AA plc will adhere to best practice standards of corporate governance, including the establishment of remuneration and audit committees. The Head Office of AA plc will be in London and board meetings will be held in London. 8. Listing of AA plc Application will be made for the entire issued share capital of AA plc to be admitted to listing on the London Stock Exchange, sponsored jointly by Cazenove & Co. and Warburg Dillon Read, and on the Johannesburg Stock Exchange and other major European stock exchanges. 9. Dividend policy It is intended that AA plc will adopt a progressive dividend policy which will take into account its underlying earnings whilst maintaining an appropriate level of dividend cover. 10. Accounting It is intended that AA plc will report its accounts in United States dollars under UK GAAP to a December year-end. Currently, AAC reports its annual results to a March year-end and Minorco to a December year-end. AA plc will account for the combination with AAC and Minorco under UK GAAP, the respective net assets being stated at existing book values for AAC and fair market values for Minorco. 11. Summary financial information Set out below is certain unaudited pro forma financial information in respect of AA plc, assuming the combination of AAC and Minorco had been effected, and is derived from the audited consolidated balance sheet and profit and loss statement of Minorco for the year ended 31 December 1997 and from the audited consolidated balance sheet and profit and loss statement of AAC for the year ended 31 March 1998. The pro forma financial information shows the effect of the combination of AAC and Minorco but does not include any effect from the proposed transactions set out in section 5 of this announcement. This pro forma financial information has been prepared for illustrative purposes only and, because of its nature, cannot give a true picture of the consolidated financial position or results of AA plc. 12. Timetable It is intended that documentation will be posted to shareholders early in 1999, with completion of the Scheme of Arrangement and the public offer expected by the end of the first quarter of 1999. 13. Conditions to completion The transactions described in this announcement will be subject to obtaining all necessary approvals, including the approvals of shareholders, all relevant regulatory bodies and, in the case of the Scheme of Arrangement, the sanction of the High Court of South Africa. Johannesburg 15 October 1998 Pro Forma Financial Information (unaudited) UKGAAP Consolidation Pro forma AAC AAC Minorco adjustment eliminations AAplc Rm US$m US$m US$m Note US$m US$m Profit and loss account items Turnover 46,467 9,574 5,662 3,627 1. (2,580) 16,283 Operating profit before exceptional items 8,060 1,694 650 (15) 2.&3. (321) 2,008 Profit before tax 10,231 2,159 661 (15) 2. (323) 2,482 Profit after tax 8,364 1,769 508 (30) 4. (252) 1,995 Earnings 5,817 1,204 300 (15) 5. (135) 1,354 Balance sheet items Fixed assets 43,420 8,622 5,369 416 6. (1,622) 12,785 Net current assets 4,077 810 1,915 2,725 Creditors due after one year (1,868) (371) (2,146) 154 4. (2,363) Provisions for liabilities and charges (819) (163) (473) (636) Equity minority interests (4,221) (838) (1,147) (76) 7. 136 (1,925) Net assets 40,589 8,060 3,518 494 (1,486) 10,586 Notes 1. The increase reflects Minorco's proportion of its associates' turnover together with the minorities' proportionate share of the turnover of AAC's subsidiaries, previously excluded from published turnover. 2. Full provision is made for retirement benefits in accordance with SSAP 24. 3. Presentation of exceptional items is determined in accordance with FRS3. 4. Taxation is provided under the partial method in accordance with SSAP 15. 5. Minority adjustment arising on adjustments for partial deferred tax and post-retirement funding. 6. Adjustments to NAV of associates arising from 2 and 3 above. 7. Minority adjustments arising from the presentation of partial deferred tax within the group. Pro Forma segmental analysis of operating profit before exceptional items US$ m Gold 89 Diamonds 393 Platinum 69 Coal 231 Base metals and minerals 111 Industrial minerals 129 Ferrous metals 79 Forest products 225 Other industry (including Engelhard Corporation* US$91m) 207 Financial services 105 Agribusiness and chemicals* 370 2,008 *To be divested Full names of companies referred to in this announcement: "AECI" AECI Limited "Amcoal" Anglo American Coal Corporation Limited "Amgold" Anglo American Gold Investment Company Limited "Amic" Anglo American Industrial Corporation Limited "Anamint" Anglo American Investment Trust Limited "Amplats" Anglo American Platinum Corporation Limited "Anglogold" Anglogold Limited "Bevcon" Beverage and Consumer Industry Holdings Limited "Billiton" Billiton Plc "Boart Longyear" Boart Longyear Limited "Carbones del Cerrejon" Carbones del Cerrejon S.A. "Columbus" Columbus Joint Venture "Collahuasi" Compania Minera Dona Ines de Collahuasi S.C.M. "Centenary" De Beers Centenary AG "De Beers" De Beers Consolidated Mines Limited "Mantos Blancos" Empresa Minera de Mantos Blancos S.A. "Engelhard" Engelhard Corporation "FNB" First National Bank Holdings Limited "FirstRand" FirstRand Limited "Gamsberg" Gamsberg Zinc Corporation Limited "Haggie" Haggie Limited "Highveld" Highveld Steel and Vanadium Corporation Limited "Kabanga" Kabanga Nickel Company Limited "Lisheen" Lisheen Joint Venture (unincorporated) "LTA" LTA Limited "Loma de Niquel" Minera Loma de Niquel, C.A. "Momentum Life" Momentum Life Assurers Limited "Mondi" Mondi Limited "Mondi Minorco Paper" Mondi Minorco Paper Limited "Namakwa Sands" Namakwa Sands Limited "Palabora Mining" Palabora Mining Company Limited "RMB Holdings" Rand Merchant Bank Holdings Limited "RMB" Rand Merchant Bank Limited "Samancor" Samancor Limited "Scaw" Scaw Metals Division "Terra Industries" Terra Industries Inc. "SA Breweries" The South African Breweries Limited "Southern Life" The Southern Life Association Limited "Tongaat-Hulett" The Tongaat-Hulett Group Limited Independent financial advisors to AAC and AA plc Warburg Dillon Read Securities (South Africa) (Pty)Limited (Registration number 95/11140/07) A subsidiary of UBSAG Joint sponsoring brokers to AAC Warburg Dillon Read Merrill Lynch Independent financial advisers to Minorco MORGAN STANLEY & CO. LIMITED Sponsoring broker to Minorco CAZENOVE &CO. Joint sponsors to AA plc Cazenove &Co. Warburg Dillon Read This announcement has been approved solely for the purposes of section 57 of the Financial Services Act 1986 of the United Kingdom by Warburg Dillon Read, a division of UBS AG, ("Warburg Dillon Read") and Morgan Stanley & Co. Limited ("Morgan Stanley"), each of which is regulated in the United Kingdom by The Securities and Futures Authority Limited. Warburg Dillon Read is acting exclusively for AA plc and AAC and no one else in connection with the public offer by AA plc in respect of all of the shares in Minorco (the "Offer") and the scheme of arrangement between AAC and its shareholders (the "Scheme") and will not be responsible to anyone other than AA plc and AAC for providing the protections afforded to customers of Warburg Dillon Read or for giving advice in relation to the Offer or the Scheme. Morgan Stanley is acting exclusively for Minorco and no one else in connection with the Offer and will not be responsible to anyone other than Minorco for providing the protections afforded to customers of Morgan Stanley or for giving advice in relation to the Offer. This announcement is not an extension of the Offer, directly or indirectly, in or into, by use of the mails or any means or instrumentality (including, without limitation, facsimile transmission, telex or telephone) of interstate or foreign commerce of, or any facilities of a national securities exchange of, the United States, Canada, Australia, or Japan and the Offer is not capable of acceptance by any such use, means or instrumentality or facilities or from within the United States, Canada, Australia or Japan. The shares in AA plc to be offered under the Offer have not been, and will not be, registered under the United States Securities Act of 1933 as amended (the "Securities Act") nor under the laws of any State of the United States (and the relevant clearances have not been, and will not be, obtained from the relevant authorities in Canada, Australia and Japan) and may not be offered, sold, re-sold or delivered, directly or indirectly, in or into the United States, Canada, Australia or Japan or to a US person (as that expression is defined in Regulation S under the Securities Act), except pursuant to exemptions from the applicable requirements of such jurisdictions. Accordingly copies of this announcement are not being and the Offer document, the listing particulars relating to the shares in AA plc and the form of acceptance relating to the Offer will not be, and should not be, mailed or otherwise forwarded or distributed or sent in or into the United States, Canada, Australia or Japan. This announcement does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for, any shares in AA plc, nor shall it (or any part of it) or the fact of its distribution, form the basis of, or be relied on in connection with, any contract therefor. Under Section 3(a)(10) of the Securities Act, an exemption from the registration requirements of the Securities Act is available in respect of AA plc shares to be exchanged under the Scheme. END MSCQEFBFVBKLFKQ
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