Exemption Orders (Discretionary)

ANGLO AMERICAN PLC


2001 BCSECCOM 498






Headnote:

Mutual Reliance Review System for Exemptive Relief Applications – Relief from the registration and prospectus requirements of the legislation with respect to bonus share issue to all shareholders by non-reporting UK public company – Reorganization and share dividend exemptions in legislation unavailable for technical reasons – first trade relief for bonus shares provided shares conducted on market outside Canada.

Applicable British Columbia Provisions

Securities Act, R.S.B.C. 1996, c. 418, ss. 34(1)(a), 45(2)(9), 45(2)(12), 45(2)(14), 48, 61, 74(2)(8), 74(2)(11), 74(2)(13), 76.

IN THE MATTER OF THE SECURITIES LEGISLATION OF BRITISH COLUMBIA, ALBERTA, QUÉBEC, NOVA SCOTIA AND PRINCE EDWARD ISLAND

AND

IN THE MATTER OF THE MUTUAL RELIANCE REVIEW SYSTEM FOR EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF ANGLO AMERICAN PLC

DECISION DOCUMENT

[para 1]
(i) WHEREAS the local securities regulatory authority or regulator (the "Decision Maker") in each of British Columbia, Alberta, Québec, Nova Scotia and Prince Edward Island (the "Jurisdictions") has received an application from Anglo American plc (“Anglo American”) for a decision pursuant to the securities legislation of the Jurisdictions (the "Legislation") that the registration and prospectus requirements contained in the Legislation shall not apply to the distribution by Anglo American of New Anglo Shares (as defined below) to holders of Anglo Shares (as defined below) in connection with the Bonus Share Issue (as defined below);
    [para 2]
    AND WHEREAS pursuant to the Mutual Reliance Review System for Exemptive Relief (the "System"), the British Columbia Securities Commission is the principal regulator for this Application;

    [para 3]
    AND WHEREAS it has been represented by Anglo American to the Decision Makers that:

    1. Anglo American is a company registered under the laws of England and Walesas a public company limited by shares with authorized capital including, as of May 3, 2001, 600,000,000 ordinary shares of US$0.50 each (the "Anglo Shares");

    2. as of May 3, 2001, a total of 407,661,244 Anglo Shares were issued and outstanding; The Anglo Shares are listed on the London Stock Exchange Limited (the "LSE"), the Johannesburg Stock Exchange (the “JSE”) and the Swiss Exchange SWX (the “SWX”); in addition, unsponsored Anglo American Depository Receipts (the “Anglo ADRs”) are quoted for trading on NASDAQ (any reference to Anglo Shares shall include reference to Anglo ADR’s);

    3. after due inquiry, Anglo American believes that less than 0.5% of the outstanding Anglo Shares are held by residents of Canada;

    4. Anglo American is not and has no current intention of becoming, a reporting issuer in any jurisdiction in Canada;

    5. Anglo American proposes to issue on or about May 8, 2001 additional Anglo Shares (the “New AngloShares”) as a bonus issue (the “Bonus Share Issue”) to all shareholders of Anglo American such that each shareholder of Anglo American will receive, in total, three New Anglo Shares in addition to each existing Anglo Share held; with respect to the holders of Anglo ADR's, the New Anglo Shares will be issued to the depository, as a registered holder of Anglo Shares, and Anglo American expects that holders of Anglo ADR's will receive rights to such New Anglo Shares under the depository agreement creating such Anglo ADR's;

    6. application has been made to the Financial Services Authority in its capacity as competent authority under the Financial Services Act 1986 (the "UK Listing Authority") for the New Anglo Shares to be admitted to the official list of the UK Listing Authority and to the LSE for the New Anglo Shares to be admitted to trading on the LSE's market for listed securities; application has also been made for the New Anglo Shares to be listed on the JSE and SWX;

    7. on or about April 10, 2001, registered holders of Anglo Shares (but not holders of Anglo ADR’s) were mailed documentation (the "Meeting Documentation") in connection with the extraordinary general meeting of shareholders of Anglo American called for May 4, 2001; Anglo American expects that holders of Anglo ADR’s will have received from the depository such documentation as they are entitled to receive under the depository agreement creating such Anglo ADR’s; the Meeting Documentation was prepared in accordance with the disclosure requirements under the laws of England and the rules of the UK Listing Authority and includes a circular which explains the Bonus Share Issue and appropriate notice of the extraordinary general meeting of shareholders of Anglo American along with normal proxy material; also included in the Meeting Documentation is certain additional disclosure relevant to Canadian securityholders of Anglo American;

    8. shareholders of Anglo American are required to approve, at an extraordinary general meeting of shareholders of Anglo American, by ordinary resolution, an increase in Anglo American's authorized share capital by the creation of an additional 1,031,000,000 new ordinary shares of US$0.50 each, an authorization to the Directors to allot the New Anglo Shares and an authorization to the Directors to effect the Bonus Share Issue;

    9. registered holders of Anglo Shares with addresses in Canada will continue to receive after the Bonus Share Issue the same disclosure materials that are sent to registered holders of Anglo Shares in the UK;

    [para 4]
    AND WHEREAS pursuant to the System, this Decision Document evidences the decision of each Decision Maker (collectively, the "Decision");

    [para 5]
    AND WHEREAS each of the Decision Makers is satisfied that the test in the Legislation that provides the Decision Maker with the jurisdiction to make the Decision has been met;

    [para 6]
    THE DECISION of the Decision Makers pursuant to the Legislation is that, effective at 12:01 a.m. on May 8, 2001:

    (a) the prospectus and registration requirements of the Legislation shall not apply to the issuance of New Anglo Shares in connection with the Bonus Share Issue; and

    (b) the first trade of New Anglo Shares acquired under the Bonus Share Issue shall be deemed a distribution under the Legislation of the Jurisdiction in which the trade occurs unless such first trade is executed on an exchange or market outside Canada.

    [para 7]
    DATED May 7, 2001.




    Brenda Leong
    Director

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