Valterra Platinum’s £7.5bn London listing and demerger

We advised Valterra Platinum (formerly Anglo American Platinum) on its £7.5bn London listing and demerger from FTSE100 constituent Anglo American plc. The transaction – one of the largest London listings of 2025, and one of the first in the new ISCC listing category – was a key part of Anglo American’s defence strategy against hostile takeover bids made by BHP in 2024.

Valterra Platinum mines, processes and markets platinum group metals. It is headquartered, and primarily listed in South Africa. A London listing was essential to ensure that UK-based shareholders could continue to hold shares following the demerger, while also broadening Valterra’s market profile, deepening trading liquidity and supporting its geographically diverse investor base. The listing took effect on 2 June 2025.

The challenge

The transaction involved regulatory, financing and governance issues across a number of jurisdictions. Challenges included:

• unwinding Valterra Platinum from Anglo American within a tight timetable;
• co-ordinating input from more than 150 contributors on a prospectus of nearly 500 pages; and
• responding to external political and market developments, such as US tariff announcements just days before publication of the prospectus.

Our approach

We worked closely with Valterra Platinum’s management and international advisers, contributing our technical expertise and project management experience. Key elements of our approach included the following:

• Innovative regulatory solutions: We helped develop novel arguments persuading the FCA to grant a dispensation from the requirement to include an independent Competent Persons’ Report in the prospectus, enabling Valterra Platinum to rely on existing mining disclosures in South Africa, with supplemental information being included in the prospectus.
• Responsive advice under pressure: We delivered rapid analysis of the potential impact of newly announced US tariffs just days before publication of the prospectus.
• Governance design: We created an efficient corporate governance framework that enabled Valterra Platinum to comply with both UK and South African regimes, identifying overlaps and resolving differences effectively.
• Rigorous project management: We led the drafting and verification process, using the Atticus platform to streamline documentation, as well as training contributors and holding regular workshops and check-ins. Every FCA submission was delivered on time, and the transaction completed within the original 12-month timetable.

The outcome

The team at Macfarlanes worked seamlessly with Valterra Platinum’s legal team and multiple other advisers to implement a successful London listing and demerger. The transaction delivered a key part of Anglo American’s corporate strategy and positioned Valterra Platinum as a strong independent company with a global shareholder base. The transaction underlined our ability to deliver complex, high-value, cross-border deals on time and under considerable pressure and scrutiny.