Prospectus and Pre-Listing Statement 8 April 2021
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Logo variations (1) Primary (2) Reversed out Logo variations (1) Primary (2) Reversed out (3) Alternative Prospectus and Pre-Listing Statement These are the8 3 logo April variations. On2021 light backgrounds, always use the primary logo above. For dark backgrounds, use the reversed out logo, or alternatively, variation 3, which always lives on the yellow background. Thungela – Mini CI Page 5 (3) Alternative These are the 3 logo variations. On light backgrounds, always use the primary logo above. For dark backgrounds, use the reversed out logo, or alternatively, variation 3, which always lives on the yellow background. Thungela – Mini CI Page 5 Logo variations (1) Primary (2) Reversed out Thungela Resources Limited (formerly K2021303811 (South Africa) Proprietary Limited and Thungela Resources Proprietary Limited) (incorporated in the Republic of South Africa) (Registration number: 2021/303811/06) JSE Share Code: TGA ISIN: ZAE000296554 LSE Share Code: TGA (the “Company“) (3) Alternative PROSPECTUS AND PRE-LISTING STATEMENT The definitions and interpretations contained in “Annexe 17—Definitions, Glossary and Interpretation“ and “Annexe 18—Technical Definitions and Glossary“ apply to this entire document, including this cover page, except where otherwise indicated. This Document comprisesThese a prospectus are the 3and logo pre-listing variations. statement On lightrelating to the Company. This Document has been prepared in accordance with the JSE Listings Requirements and the UK Prospectus Regulation Rules of the FCA made under section 73A of the FSMA. backgrounds, always use the primary This Document has been filed with, and approved by, the JSE and the FCA and has been made available to the public in accordance with paragraph 6.23 of the JSElogo Listings above. Requirements For dark and backgrounds, Rule 3.2 of the useUK Prospectus Regulation Rules. This Document does not, nor does it intend to, constitute a “registeredthe reversed prospectus“, out logo, as contemplated or alternatively, by the Companies Act. As a result, this Document does not comply with the substance and form variationrequirements 3, for which prospectuses always setlives out onin the the Companies Act and the Companies Regulations and has not been approved by, and/or registered with, the CIPC, or any other South African authority. The FCA only approves this Document as meeting the standards of completeness,yellow comprehensibility background. and consistency imposed by the UK Prospectus Regulation in respect of a prospectus; such approval should not be considered as an endorsement of the Company that is, or the quality of the Shares that are, the subject of this Document. Investors should make their own assessment as to the suitability of investing in the Shares. This Document relates to the admission by introduction, as a primary listing, in accordance with the JSE Listings Requirements, of all of the issued ordinary shares of the Company (the “Shares“) on the main board of the JSE, and to the admission of the Shares to the standard listing segment of the UK Official List and to trading on the main market for listed securities on the LSE (the “Admissions“). Applications have been made to: (i) the JSE for the admission of all of the Company’s issued, and to be issued, Shares in the “Energy – Oil, Gas and Coal – Coal“ sector of the JSE under the abbreviated name “Thungela“ and share code “TGA“, as a primary listing; (ii) the FCA for all of the issued and toThungela be issued – Shares, Mini CI to be admitted to the standard listing segment of the UK Official List; and (iii) the LSE for all of the issued Page 5 and to be issued Shares to be admitted to trading on the LSE’s main market for listed securities under the abbreviated name “Thungela“ and share code “TGA“. The ISIN for the Shares is ZAE000296554 and the SEDOL number is BMV3M27. The Company’s issued share capital comprised 1,000 Shares with a stated capital of R100 on the date of this Document and is expected to comprise 136,311,808 Shares on the Admissions Date, with a stated capital of R11,334 million as presented in the Pro Forma Financial Information. No Shares are, or on the Admissions Date, are expected to be, held by the Group in treasury. The Shares have not been, and will not be, registered under the US Securities Act of 1933 (the “US Securities Act“), or with any securities regulatory authority of any state of the United States. Accordingly, the Shares may not be offered, sold, pledged, resold, delivered, distributed or otherwise transferred, directly or indirectly, in or into the United States, absent registration under the US Securities Act or an exemption therefrom. The Shares are expected to be issued in reliance on the exemption from the registration requirements of the US Securities Act provided by Section 3(a)(10) thereof. None of the Shares have been approved or disapproved by the US Securities and Exchange Commission, any other US federal or state securities commission in the United States or any other US regulatory authority, nor have such authorities passed upon or determined the adequacy or accuracy of this Document. Any representation to the contrary is a criminal offence in the United States. The Directors, whose names are set out in “Part X—Management and Corporate Governance“, collectively and individually accept full responsibility for the accuracy of the information given in this Document and certify that, to the best of their knowledge and belief, there are no facts that have been omitted which would make any statement false or misleading, and that all reasonable enquiries to ascertain such facts have been made and that this Document contains all information required by law and the JSE Listings Requirements. The Company and the Directors, whose names are set out in “Part X—Management and Corporate Governance“, accept responsibility for the information contained in this Document. To the best of the knowledge of the Company and the Directors, the information contained in this Document is in accordance with the facts and this Document makes no omission likely to affect its import. The distribution of this Document in jurisdictions other than South Africa and the United Kingdom may be restricted by law and, therefore, persons into whose possession this Document comes should inform themselves about, and observe, such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws or regulations of any such jurisdiction. THIS DOCUMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR ISSUE, OR THE SOLICITATION OF AN OFFER TO BUY OR SUBSCRIBE FOR, ANY SHARES OF THE COMPANY, NOR SHALL THERE BE ANY SALE, ISSUANCE, TRANSFER OR DELIVERY OF THE SHARES OF THE COMPANY REFERRED TO IN THIS DOCUMENT IN ANY JURISDICTION IN CONTRAVENTION OF APPLICABLE LAW, OR WHERE FURTHER ACTION IS REQUIRED FOR SUCH PURPOSE. Date of Issue: 8 April 2021 JSE Sponsor and Financial Adviser Financial Adviser Legal adviser to the Company as to South African law Legal adviser to the Company as to English and US law JSE Transfer Secretaries Jersey Registrar Auditor and independent reporting accountant Independent Competent Person for purposes of the JSE Listings Requirements Transaction Advisers srk consulting Independent reporting accountant for purposes Independent Competent Person of the UK Prospectus Regulation Rules we do mining 92 238 U No representation or warranty,ENERGY express or implied, is madeThermal by Morgan StanleyMetallurgical and RMB (the “AnthraciteFinancial AdvisersLignite“) or Webber WentzelUranium or Linklaters LLP (the “Legal Advisers“) (collectively, the “Advisers“) as to the accuracy, completeness or verification of the information set out in this Document, and nothing contained in this Document is, or shall be relied upon as a promise or representation in this respect, whether as to the past or the future. The Advisers assume no responsibility for this Document’s accuracy,27 completeness58.9 or verification28 58.6 and accordingly29 disclaim,63.5 to the30 fullest 65.3extent permitted82 by207.2 applicable law and regulation, any and all liability whether arising in delict, tort, contract or otherwise which each of them might otherwise be found to have in respect of this Document or any such statement.POLY Co Ni Cu Zn Pb METALS Holders of ordinary shares in Anglo American plc (the “AngloCobalt American ShareholdersNickel “): (i)Copper should not rely on theZinc Advisers or any personLead affiliated with the Advisers in connection with any investigation of the accuracy of any information contained in this Document; (ii) should rely only on the information contained in this Document; and (iii) are advised that no person has been authorised to give any information or to make any representation concerning the Company or any subsidiaries, affiliates and associates23 of the 26.9Company 23other than50.9 as contained24 in this51.9 Document,25 and, if 54.9given or made,26 any 55.8such other information or representation should not be relied upon as having been authorised by the Company or the Advisers. RMB, acting through their sponsorBULK services division (theAI “JSE SponsorV“), and the AdvisersCr are acting exclusivelyMn for Anglo FeAmerican plc (“ “) andMINERALS the Company and no one else in connection with the Admissions. They will not regard any other person (whether or not a Anglo American Aluminium Vanadium Chromium Manganese Iron recipient of this Document) as their respective customers in relation to the Admissions and will not be responsible to anyone other than the Company for providing the protections afforded to their respective customers nor for giving advice in relation to the Admissions or any transaction or arrangement referred to in this Document. Morgan Stanley is authorised in the46 UK 102.91by the Prudential46 Regulation106.4 Authority78 and195.1 regulated in79 the UK196.9 by the FCA47 and the107.8 Prudential Regulation Authority. The auditors and independent reporting accountants, whose reports are contained in this Document, have given and have not, prior to the date of this Document, withdrawn their written consent to the inclusion of each of their reports in the form and context in which they appear herein.