98/335/EC: Commission Decision of 23 April 1997 declaring a concentration to be compatible with the common market and the functioning of the EEA Agreement (Case No IV/M.754 - Anglo American Corporation/Lonrho) (Only the English text is authentic) (Text with EEA relevance)
Data as of 2026-07-04 · Compiled from an official source version. Later amendments or repeals may not be reflected; the official text prevails. · Read the official text ↗
Subject to full compliance with the commitments contained in AAC's letter of 17 April 1997 vis-a-vis the Commission and identified in paragraphs 124 to 138 above and the obligations imposed by the Commission in Articles 2, 3, 4 and 5, the concentration notified by AAC on 14 November 1996 relating to acquisition of shares in Lonrho is declared compatible with the common market and the functioning of the EEA Agreement.
Whenever AAC and DBCM wish the trustee to vote the trust shares, AAC shall provide the Commission with all relevant data appertaining to the vote together with information [ . . . ]. AAC shall provide all this information at least [ . . . ] prior to the date of the vote on the resolution in question. If the Commission does not, within [ . . . ] of the submission of the request, object to the trustee voting the trust shares or require that further information be provided, the trustee will be free to vote the shares.
The party to whom the trust shares may be sold should be subject to the following restrictions: the purchaser shall not be a company or person connected with either the AAC or Gencor (except if the Court of First Instance of the European Communities upholds Gencor's application in Case T 102/96 - Gencor v. Commission) groups of companies (including but not limited to all their subsidiaries, parent companies and associated companies) and members of the Oppenheimer family or any company controlled directly or indirectly by the family. The Commission must be in a position to assess the choice of purchaser and evidence of its independence must be produced by AAC to the Commission before the sale is made. If the Commission does not, within [ . . . ] of the submission of the request, either formally indicate its disagreement with the choice of the purchaser or require that further evidence of the independence of the purchaser be provided, the sale to the chosen purchaser may proceed.
In the event that the combined shareholding in Lonrho of AAC and its related companies is reduced, excluding trust shares, below 9,99 % they shall be permitted to transfer, to themselves, shares which were previously designated as trust shares. The Commission will not object to a transfer of shares that were previously designated as trust shares provided that AAC demonstrates that the combined holding of the AAC group of companies (including but not limited to all their subsidiaries, parent companies and associated companies) and members of the Oppenheimer family or any company controlled directly or indirectly by the family will not exceed 9,99 %. If the Commission does not, within [ . . . ] of the submission of the request, formally indicate its disagreement with AAC's request, the transfer of trust shares to AAC may proceed.
Within [ . . . ] of the adoption of this Decision, AAC shall propose to the Commission the name and terms of appointment of an investment bank or similar institution to work with AAC in the sale of the trust shares. If the Commission has not objected within [ . . . ] of having received all relevant information, the appointment may proceed.
This Decision is addressed to: Anglo American Corporation of South Africa Limited 44 Main Street Johannesburg Republic of South Africa. De Beers Consolidated Mines Limited 36 Stockdale Street Kimberley 8301 Republic of South Africa. Done at Brussels, 23 April 1997. For the Commission Karel VAN MIERT Member of the Commission (1) OJ L 395, 30. 12. 1989, p. 1; corrected version OJ L 257, 21. 9. 1990, p. 13. (2) OJ C 155, 20. 5. 1998, p. 27. (3) In the published version of this Decision, some information has hereinafter been omitted or replaced by approximated figures, pursuant to Article 17(2) of Regulation (EEC) No 4064/89 concerning non-disclosure of business secrets. (4) The total number of shares issued by Lonrho being 783 183 106 (1 February 1997). (5) On 7 February 1997, Southern held 12 713 718 shares - 1,62 %. (6) The combination of AAC's contractual ability, together with other factors, supports the final conclusion. (7) OJ C 385, 31. 12. 1994, p. 5. (8) IV/M.025 - Arjomari-Prioux SA/Wiggins Teape Appleton plc; IV/M.343 - Société Générale de Belgique/Générale de Banque; IV/M.613 - Jefferson Smurfit Group PLC/Munksjo AB; IV/M.731 - Kvaerner/Trafalgar. (9) In 1993, 43 % of the shares were represented. This was down to 37,4 % in 1994 and to 38,3 % in 1995. It increased to 62,9 % in the contentious 1995 meeting, but decreased to 48,9 % in the EGM on the Gencor/Lonrho platinum merger in 1995. At the 1996 AGM it was 51,5 % and at the 1996 EGM on disposal of the Metropole Hotels it was up to 54,9 %. There is no clear trend. (10) OJ L 377, 31. 12. 1994, p. 1. (11) OJ L 11, 14. 1. 1997, p. 30. (12) Johnson Matthey Platinum 1996 Interim Review. (13) This means that if the price, for example, increases by 10 % then quantity demanded will decrease by less than 10 %. The total sales revenue therefore increases in this situation, despite a decrease in quantity sold. (14) Before November 1996 the Russian Government controlled the sales of PGMs through its Committee for precious metals and its sales agency, Almaz. As of the end of November 1996 the responsibility was transferred to the Ministry of Finance (Platinum 1996, Johnson Matthey).
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