In 2025, with the help of Linklaters, Anglo American demerged its platinum business, Anglo American Platinum (AAP). The result was a fully standalone company called Valterra Platinum, valued at around $11 billion.
Anglo American is one of the world's biggest mining groups, best known for producing copper and iron ore. Until last year, it also controlled AAP, its South African platinum business (through its majority shareholding interest).
A demerger (sometimes called a “spin-off”) is when a company separates a part of its business and allows it to stand on its own as a separate company. The key point is that it’s not a sale. Instead of Anglo American selling its platinum arm to a buyer, Anglo distributed Valterra Platinum shares to its existing shareholders.
So, if you held Anglo American shares before the split, you ended up with shares in both companies – your original Anglo American shares and new shares in Valterra Platinum.
Most demergers are tidy-up exercises. The parent company decides that a part of the business no longer fits, separates it out, and lets shareholders own the two separate pieces directly.
Anglo American's demerger was part of a wider strategic move.
Anglo American was a conglomerate – a single group holding several mining businesses (copper, iron ore, platinum, diamonds, nickel, coal). Conglomerate shares often trade at a "conglomerate discount" – the group's market value is lower than the sum of its parts would be if listed separately.
The case for separating comes down to a few things:
The conglomerate discount can also make a company an attractive target for acquisition. In April 2024, that drew the attention of BHP – the world's largest mining company – which made an unsolicited takeover approach worth up to $49 billion for Anglo American.
The conglomerate discount can also make a company an attractive target for acquisition. In April 2024, that drew the attention of BHP – the world's largest mining company – which made an unsolicited takeover approach worth up to $49 billion for Anglo American.
BHP didn't want all of Anglo American – mainly just its copper business. It structured its bid to leave out the platinum and South African iron ore businesses. So, Anglo would have had to first spin some of these off to its shareholders, and BHP would take over what remained.
Anglo's board eventually declined the offer. Instead, the company went directly to its shareholders with an alternative plan:
This plan was put into action after BHP withdrew in May 2024, and the platinum demerger became one of the first major steps in delivering it.
Linklaters had advised Anglo on the takeover defence, and the same team moved straight onto the demerger. In this case, speed mattered – Anglo wanted the deal done as soon as possible after the successful defence.
Valterra Platinum was not created from scratch.
It was already a separately listed South African company called AAP, trading on the Johannesburg Stock Exchange (JSE). So the mines, the company and its listing all already existed.
Anglo American owned most of these shares, so if you owned Anglo shares, part of their value was tied to its stake in AAP.
The demerger moved most of Anglo’s AAP stake into the hands of Anglo’s own shareholders, with the platinum business renamed Valterra Platinum. In other words, the “separation” was really a change in who holds the shares – Anglo largely dropped out as the middleman, keeping only a temporary stake of around 19.9%, and its shareholders ended up owning the rest directly.
That’s another point where Linklaters helped out. The firm had to advise on how to distribute those Valterra shares so shareholders owned them directly, rather than indirectly through Anglo.
Linklaters had two main routes to consider.
Option 1: A reduction-in-capital demerger. A company's "capital" is the locked-in value built up in the company over time, including the money shareholders originally put in. A reduction-in-capital demerger involves formally cutting that capital by an amount equal to the value of the Valterra stake, then transferring that value to shareholders. Because reducing a company's capital affects the protection available to its creditors, the process requires court approval.
Option 2: A dividend demerger. A dividend is a payment a company makes to its shareholders, usually in cash, out of its profits. But a dividend can also be paid "in kind" – handing over an asset instead of cash. Here, Anglo would treat its Valterra shares as the dividend and distribute them to Anglo shareholders that way. This route only works if the parent has enough "distributable reserves" – the accumulated profits a company is legally allowed to hand back to shareholders.
Anglo American ultimately chose to go with Option 2, the dividend route. Anglo had sufficient distributable reserves, which meant it could distribute the Valterra shares as a dividend without needing the slower capital-reduction route that would have required court approval.
The result was that the demerger took effect on 31 May 2025 – almost a year to the day after BHP walked away.
When a parent demerges a business, its own share price drops – because each remaining share now represents a smaller, narrower business.
For Anglo, the expected drop was around 12% – the share of its market value that the demerged stake represented.
To manage that drop, Anglo carried out a share consolidation alongside the demerger.
A share consolidation is when a company swaps a larger number of old shares for a smaller number of new ones. Shareholders end up holding fewer, but each is worth more.
Think of it like a cake cut into 100 equal slices, each worth £1. If part of the cake is given away to shareholders directly (the demerger), the cake is smaller – and each remaining slice would now be worth less than £1.
A consolidation re-cuts the smaller cake into fewer slices, each back to roughly £1. The cake is still smaller – re-cutting doesn’t add any back – but each slice looks the size shareholders are used to.
Usually, a company waits until after the demerger to see where its share price lands, then sets the consolidation ratio, but Anglo did it differently. Because Valterra was already listed in Johannesburg, it already had a real market price. That let Anglo set the ratio in advance, based on three months of trading prices for both companies.
Linklaters’ role was to ensure the share consolidation worked both legally and commercially. The financial advisers handled the numbers, but the lawyers had to set the legal boundaries: what Anglo could do, what approvals were needed, and whether the method could be implemented across the relevant markets.
Linklaters identified early on that Valterra would need a secondary listing in London – specifically on what was then the FCA's new international secondary listing category on the London Stock Exchange (LSE) – alongside its existing JSE listing. This would solve two practical problems for Anglo's shareholders.
A London listing solved both problems. Valterra shares could be held and traded on the LSE, in a system Anglo shareholders already understood.
On a deal this large, junior lawyers – including trainees at Linklaters – were able to get involved.
Here’s what they were doing.
What makes this transaction stand out is the breadth of work it pulled together.
A single deal involved a corporate reorganisation, elements of private M&A, equity capital markets (the new London listing of Valterra), corporate advisory and the drafting of a shareholder circular.
It's rare for one transaction to demand that combination – and rarer still for junior lawyers to get exposure across several practice areas at once.
The transaction was named Deal of the Year at DealMakers South Africa's 2025 Annual Awards, and contributed to Linklaters' Corporate Team of the Year win at the Legal Business Awards 2025.
