Download full circular PDF - Anglo American Platinum

person or entity (otherwise than as mentioned in paragraphs 2.6.4, 2.6.5 or 2.6.6) shallissue wholly for cash or for no consideration any securities (other than the PreferenceShares) which by their terms of issue carry (directly or indirectly) rights of conversion into,or exchange or subscription for, or rights to purchase, or otherwise to acquire, OrdinaryShares issued or to be issued by the Company (or shall grant any such rights in respect ofexisting securities so issued) or securities which by their terms might be redesignated asOrdinary Shares, and the consideration per Ordinary Share receivable upon conversion,exchange, subscription, purchase, acquisition or redesignation is less than 95% (ninetyfivepercent) of the Current Market Price Per Ordinary Share on the Business Day lastpreceding the date of the first public announcement of the terms of issue of such securities(or the terms of such grant), the Conversion Price shall be adjusted by multiplying theConversion Price in force immediately prior to such issue (or grant) by thefollowing fraction:where:A + B––––––––A + CABCis the number of Ordinary Shares in issue immediately before such issue or grant (but,where the relevant securities carry rights of conversion into, or rights of exchange orsubscription for, or purchase or acquisition of, Ordinary Shares which have beenissued by the Company for the purposes of, or in connection with, such issue or grant,less the number of such Ordinary Shares so issued);is the number of Ordinary Shares which the aggregate consideration (if any) receivablefor the Ordinary Shares to be issued or otherwise made available upon conversion orexchange or upon exercise of the rights of subscription or purchase or acquisitionattached to such securities or, as the case may be, for the Ordinary Shares to beissued or to arise from any such redesignation would purchase at such Current MarketPrice Per Ordinary Share; andis the maximum number of Ordinary Shares to be issued or otherwise made availableupon conversion or exchange of such securities or upon the exercise of such rights ofsubscription or purchase or acquisition attached thereto at the initial conversion,exchange or subscription price or rate or, as the case may be, the maximum numberof Ordinary Shares to be issued or to arise or be made available from any suchredesignation.Such adjustment shall become effective on the date of issue or grant of such securities.2.6.8 Modification of Rights of Conversion etc: If and whenever there shall be anymodification of the rights of conversion, exchange, subscription, purchase or acquisitionattaching to any such securities as are mentioned in paragraph 2.6.7 (other than inaccordance with the terms (including terms as to adjustment) applicable to suchsecurities) so that following such modification the consideration per Ordinary Sharereceivable is less than 95% (ninety-five percent) of the Current Market Price Per OrdinaryShare on the Business Day immediately preceding the date of announcement of theproposals for such modification, the Conversion Price shall be adjusted by multiplying theConversion Price in force immediately prior to such modification by the following fraction:where:A + B––––––––A + CAis the number of Ordinary Shares in issue immediately before such modification (but,where the relevant securities carry rights of conversion into, or rights of exchange orsubscription for or purchase of or acquisition of, Ordinary Shares which have beenissued by the Company for the purposes of, or in connection with, such issue, less thenumber of such Ordinary Shares so issued);46