Historical tax information

Demerger of Thungela in 2021

We have now completed the demerger of our thermal coal operations in South Africa. On 7 June 2021, Thungela Resources Limited began trading through a primary listing on the Johannesburg Stock Exchange under the abbreviated name “Thungela” (Alpha code “TGA”), and a standard listing on the London Stock Exchange (ticker symbol “TGA”). As a leading South African thermal coal exporter, Thungela offers investors access to a high-quality thermal coal business with low cash cost and high-margin assets and a strong balance sheet, underpinned by a robust ESG framework.

The admission to trading of Thungela on the Johannesburg and London stock exchanges follows the completion of the demerger of Anglo American’s thermal coal operations in South Africa that was announced on 8 April 2021 and was approved by shareholders on 5 May 2021. The scheme of arrangement to implement the demerger was sanctioned by the UK High Court of Justice on 26 May 2021. The completion of the demerger took effect at 8.00pm (UK time) on 4 June 2021.

Anglo American has been pursuing a responsible transition away from thermal coal for a number of years now. As the world transitions towards a low carbon economy, we must continue to act responsibly – bringing our employees, shareholders, host communities, host governments and customers along with us.

The thermal coal operations in South Africa form a strong and attractive standalone business with high-quality well-located assets and with access to established export infrastructure. The operations provide a wide range of economic and social benefits for host communities and for South Africa, including significant employment, tax revenues, export earnings, and the provision of many essential community services.

There are also significant social and economic benefits derived from the South African thermal coal operations’ approach to land and water stewardship.

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Demerger of Mondi Group in 2007

Shareholders who held Anglo American plc ordinary shares at 12.01am on 2 July 2007 (“Pre-Demerger Ordinary Shares”) will have received Shares, Mondi plc ordinary shares and Mondi Limited ordinary shares as a result of the demerger of the Mondi group, the Mondi plc reduction of capital, the Anglo American share consolidation and the Mondi plc share consolidation (together, the “Mondi Transactions”). The effect of the Mondi Transactions on shareholders' base cost is considered further below (see “Pre-Demerger Ordinary Shares held at 12.01am on 2 July 2007”).

The position of shareholders who acquired their Shares by virtue of holding shares in Minerals and Resources Corporation Limited, Minorco S.A. or Anglo American Corporation of South Africa Limited or by virtue of the De Beers transaction is considered below.

Pre-Demerger Ordinary Shares held at 12.01am on 2 July 2007
As a result of the Mondi Transactions, for every 100 Pre-Demerger Ordinary Shares held as at 12.01am on 2 July 2007, shareholders received (ignoring fractional entitlements) 91 Shares, 25 Mondi plc ordinary shares and 10 Mondi Limited ordinary shares.

The holders of Pre-Demerger Ordinary Shares at 12.01am on 2 July 2007 who, either alone, or together with persons connected with such holder, did not hold more than 5% of such shares, should not have been treated as making a disposal or part disposal of their Pre-Demerger Ordinary Shares for United Kingdom tax purposes as a consequence of the Mondi Transactions. Instead, such shareholders should have been treated as acquiring the Shares, the Mondi plc ordinary shares and the Mondi Limited shares for an aggregate amount equal to the amount for which their Pre-Demerger Ordinary Shares were acquired.

The base cost of a shareholder's holding in Pre-Demerger Ordinary Shares will therefore be apportioned between the Shares, the Mondi plc ordinary shares, and the Mondi Limited ordinary shares. HMRC have confirmed that an acceptable basis for making such apportionment in practice would be by reference to the opening quoted values of the Shares, the Mondi plc ordinary shares and the Mondi Limited ordinary shares on the first day of dealings in such shares.

The opening quoted values of these shares were such that a shareholder's base cost in the Shares would on that basis be approximately 94.25% of its original base cost in the Pre-Demerger Ordinary Shares (the exact percentage will depend on the amount of cash received by a shareholder in respect of fractional entitlements arising on the Mondi plc reduction of capital, the Mondi plc share consolidation and the Anglo American plc share consolidation and the stamp duty paid by Mondi plc in respect of the transfer of the Mondi Ltd ordinary shares pursuant to the Mondi plc reduction of capital).

This summary of the UK tax position on a disposal of Shares does not include any statement with regard to the tax position of shareholders in Mondi plc or Mondi Limited.

Minorco and Minorco Bermuda exchange in 1988

In 1988, the Directors of Minerals and Resources Corporation Limited (“Minorco Bermuda”) were advised that the exchange of Minorco Bermuda ordinary shares for Minorco S.A. (“Minorco”) ordinary shares should not constitute a disposal for the purposes of United Kingdom taxation of chargeable gains. The Minorco ordinary shares should effectively be treated as the same asset as the shares in Minorco Bermuda. In 1999, the holders of Minorco ordinary shares were advised that any holders who, either alone, or together with persons connected with such holder, did not hold more than 5% of Minorco ordinary shares, would not be treated as making a disposal for United Kingdom tax purposes as a consequence of receiving Anglo American plc ordinary shares in exchange for such Minorco ordinary shares. The Anglo American plc ordinary shares would effectively be treated as the same asset as the shares in Minorco.

On this basis, shareholders would have been treated as acquiring the Anglo American plc ordinary shares for an amount equal to the amount for which their Minorco ordinary shares were acquired (where the Minorco ordinary shares were acquired as a result of the exchange for Minorco Bermuda ordinary shares, this should be an amount equal to the amount for which their Minorco Bermuda ordinary shares were acquired).

The market value of a Minorco Bermuda ordinary share on 31 March 1982 was 344p per share (xd). On the above mentioned basis, ignoring the effects of indexation and fractional entitlements, for those shareholders who held Minorco Bermuda ordinary shares on 31 March 1982 and who participated in the share exchanges referred to above and in the three-for-one Bonus Issue in June 2001, the adjusted 31 March 1982 market value of an Anglo American plc ordinary share prior to the Mondi Transactions was 86p per share (to the nearest penny) (it is assumed that no other sales or purchases of the Minorco Bermuda, Minorco or Anglo American ordinary shares were made after 31 March 1982).

As discussed in further detail in “Pre-Demerger Ordinary Shares held at 12.01am on 2 July 2007” above, and on the basis set out there, a shareholder's total base cost in the Shares for the purposes of United Kingdom taxation of chargeable gains will be approximately 94.25% of its original base cost in the Anglo American plc ordinary shares (the Pre-Demerger Ordinary Shares). However, in consequence of the Anglo American plc share consolidation on 2 July 2007, the per share base cost of a shareholder will have increased (this is because the aggregate base cost of a shareholder's holding of shares will now be spread across 91 Shares rather than across the 100 Anglo American plc ordinary shares originally held).

Therefore, on the above mentioned basis (ignoring fractional entitlements), the adjusted 31 March 1982 market value of a Share acquired by virtue of a holding in Minorco Bermuda share will be 89p per share (to the nearest penny) (i.e. 94.25% of 86p x (100 ÷ 91)).

Anglo American Corporation of South Africa acquisition in 1999

Anglo American plc also acquired Anglo American Corporation of South Africa Limited (“AAC”) ordinary shares by way of a scheme of arrangement with effect from 24 May 1999. The holders of AAC ordinary shares who, either alone, or together with persons connected with such holder, did not hold more than 5% of the AAC ordinary shares, should not have been treated as making a disposal for the purposes of United Kingdom taxation of chargeable gains as a consequence of receiving Anglo American plc ordinary shares in exchange for such AAC ordinary shares. The Anglo American plc ordinary shares would effectively be treated as the same asset as the shares in AAC. On this basis, shareholders would have been treated as acquiring the Anglo American plc shares for an amount equal to the amount for which their AAC ordinary shares were acquired.

The market value of an AAC ordinary share on 31 March 1982 was 455p per share. On the above mentioned basis, ignoring the effects of indexation and fractional entitlements, for those shareholders who held AAC ordinary shares on 31 March 1982 and who participated in the share exchange referred to above and in the three-for-one Bonus Issue in June 2001, the adjusted 31 March 1982 market value of an Anglo American ordinary share prior to the Mondi Transactions was 114p per share (to the nearest penny) (it is assumed that no other sales or purchases of the AAC or Anglo American ordinary shares were made after 31 March 1982).

As discussed in further detail in “Pre-Demerger Ordinary Shares held at 12.01am on 2 July 2007” above, and on the basis set out there, a shareholder's total base cost in the Shares for the purposes of United Kingdom taxation of chargeable gains will be approximately 94.25% of its original base cost in the Anglo American plc ordinary shares (the Pre-Demerger Ordinary Shares). However, in consequence of the Anglo American plc share consolidation on 2 July 2007, the per share base cost of a shareholder will have increased (this is because the aggregate base cost of a shareholder's holding of shares will now be spread across 91 Shares rather than across the 100 Anglo American plc ordinary shares originally held).

Therefore, on the above mentioned basis (ignoring fractional entitlements), the adjusted 31 March 1982 market value of a Share acquired by virtue of a holding in AAC will be 118p per share (to the nearest penny) (i.e. 94.25% of 114p x (100 ÷ 91)).

De Beers transaction in 2001

For those shareholders who became beneficial owners of Anglo American plc ordinary shares as a result of the De Beers Transaction⁽¹⁾ implemented on 8 June 2001 and who were and remain resident only in the UK for tax purposes and who held the De Beers linked units as an investment:
a) The acquisition price of an Anglo American plc ordinary share received as Scheme Consideration⁽²⁾ was 1,165.5p per share; and
b) The acquisition price of an Anglo American plc ordinary share received under the Mix and Match election⁽²⁾ was 1,099.5p per share.

As discussed in further detail in “Pre-Demerger Ordinary Shares held at 12.01am on 2 July 2007” above, a shareholder's base cost in the Shares for the purposes of United Kingdom taxation of chargeable gains will be approximately 94.25% of its original base cost in the Anglo American plc ordinary shares (the Pre-Demerger Ordinary Shares). However, in consequence of the Anglo American plc share consolidation on 2 July 2007, the per share base cost of a shareholder will have increased (this is because the aggregate base cost of a shareholder's holding of shares will now be spread across 91 Shares rather than across the 100 Anglo American plc ordinary shares originally held).

Therefore, on the above mentioned basis (ignoring fractional entitlements):

a) The adjusted acquisition price of an Anglo American plc ordinary share received as Scheme Consideration is 1,207p per share (to the nearest penny) (i.e. 94.25% of 1,165.5p x (100 ÷ 91)); and
b) The adjusted acquisition price of an Anglo American plc ordinary share received under the Mix and Match election was 1,139p per share (to the nearest penny) (i.e. 94.25% of 1,099.5p x (100 ÷ 91)).

⁽¹⁾The De Beers transaction was the recommended offer by DB Investments dated 10 April 2001 (as amended on 30 April 2001) to holders of De Beers linked units which was implemented on 8 June 2001.
⁽²⁾These terms are as defined in the DB Investments offer document dated 10 April 2001.

Historic tax information

Demerger of Thungela in 2021

Demerger of Mondi Group in 2007

Minorco and Minorco Bermuda exchange in 1988

Anglo American Corporation of South Africa acquisition in 1999

De Beers transaction in 2001