NOT FOR RELEASE, PUBLICATION OR
DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO
OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT
JURISDICTION.
THIS IS AN ANNOUNCEMENT FALLING
UNDER RULE 2.4 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE
"CODE") AND DOES NOT CONSTITUTE AN ANNOUNCEMENT OF A FIRM INTENTION
TO UNDERTAKE ANY TRANSACTION UNDER RULE 2.7 OF THE CODE.
ACCORDINGLY, THERE CAN BE NO CERTAINTY THAT ANY OFFER WILL BE MADE,
NOR AS TO THE TERMS ON WHICH ANY SUCH OFFER WOULD BE
MADE.
THIS ANNOUNCEMENT CONTAINS INSIDE
INFORMATION
FOR IMMEDIATE RELEASE
24 April 2024
Anglo American plc ("Anglo
American")
Registered office: 17 Charterhouse Street, London EC1N
6RA
Registered number: 3564138 (incorporated in England and
Wales)
Legal
Entity Identifier: 549300S9XF92D1X8ME43
Statement regarding possible
offer for Anglo American
The Board of Anglo American notes
the recent press speculation and confirms that it is has received
an unsolicited, non-binding and highly conditional combination
proposal from BHP Group Limited ("BHP").
The proposal comprises an all-share
offer for Anglo American by BHP and would be preceded by separate
demergers by Anglo American of its entire shareholdings in Anglo
American Platinum Limited and Kumba Iron Ore Limited to Anglo
American shareholders. The two parts of the proposal would be
inter-conditional.
The Board is currently reviewing this
proposal with its advisers.
There can be no certainty that any
offer will be made nor as to the terms on which any such offer
might be made.
Pending any further announcements
Anglo American shareholders should take no action. A further
announcement will be made as and when appropriate.
Under Rule 2.6(a) of the Code, BHP
must by not later than 5.00 p.m. on 22 May 2024, either announce a
firm intention to make an offer for Anglo American in accordance
with Rule 2.7 of the Code or announce that it does not intend to
make an offer, in which case the announcement will be treated as a
statement to which Rule 2.8 of the Code applies. This deadline will
only be extended with the consent of the Takeover Panel in
accordance with Rule 2.6(c) of the Code.
As a consequence of this
announcement, an 'offer period' has now commenced in respect of the
Company in accordance with the rules of the Code and the attention
of shareholders is drawn to the disclosure requirements of Rule 8
of the Code, which are summarised below.
For further information, please
contact:
Anglo
American
Media
|
|
Investors
|
UK
James Wyatt-Tilby
james.wyatt-tilby@angloamerican.com
Tel: +44 (0)20 7968 8759
Marcelo Esquivel
marcelo.esquivel@angloamerican.com
Tel: +44 (0)20 7968 8891
Rebecca Meeson-Frizelle
rebecca.meeson-frizelle@angloamerican.com
Tel: +44 (0)20 7968 1374
South
Africa
Nevashnee Naicker
nevashnee.naicker@angloamerican.com
Tel: +27 (0)11 638 3189
Sibusiso Tshabalala
sibusiso.tshabalala@angloamerican.com
Tel: +27 (0)11 638 2175
|
|
UK
Paul Galloway
paul.galloway@angloamerican.com
Tel: +44 (0)20 7968 8718
Tyler Broda
tyler.broda@angloamerican.com
Tel: +44 (0)20 7968 1470
Emma Waterworth
emma.waterworth@angloamerican.com
Tel: +44 (0)20 7968 8574
Juliet Newth
juliet.newth@angloamerican.com
Tel: +44 (0)20 7968 8830
Michelle Jarman
michelle.jarman@angloamerican.com
Tel: +44 (0)20 7968 1494
|
|
|
|
Centerview
Partners UK LLP (Financial Adviser to Anglo
American)
James Hartop
|
Tel: +44 (0) 20 7409
9700
|
Edward Rowe
|
|
Fiona McHardy
|
|
Goldman Sachs
International (Financial Adviser to Anglo
American)
Mark Sorrell
|
Tel: +44 (0) 20 7774
1000
|
David Hammond
|
|
Bertie Whitehead
|
|
Morgan Stanley
& Co. International plc (Financial Adviser to Anglo
American)
Simon Smith
|
Tel: +44 (0) 20 7425
8000
|
Anthony Zammit
|
|
Tom Perry
|
|
Linklaters LLP
is retained as legal adviser to Anglo American.
|
The person responsible for this announcement is
Richard Price, Legal & Corporate Affairs Director (Company
Secretary), Anglo American plc.
IMPORTANT NOTICES
Centerview Partners UK LLP ("Centerview"), which is authorised
and regulated in the United Kingdom by the Financial Conduct
Authority, is acting exclusively as financial adviser to Anglo
American and no one else in connection with the matters set out in
this announcement and will not be responsible to anyone other than
Anglo American for providing the protections afforded to its
clients or for providing advice in relation to the contents of this
announcement or any other matters referred to in this announcement.
Neither Centerview nor any of its affiliates, nor any of
Centerview's and such affiliates' respective members, directors,
officers, controlling persons or employees owes or accepts any
duty, liability or responsibility whatsoever (whether direct or
indirect, consequential, whether in contract, in tort, in delict,
under statute or otherwise) to any person who is not a client of
Centerview in connection with this announcement, any statement
contained herein or otherwise.
Goldman Sachs International, ("Goldman Sachs") which is
authorised by the Prudential Regulation Authority and regulated by
the Financial Conduct Authority and the Prudential Regulation
Authority in the United Kingdom, is acting exclusively for Anglo
American and no one else in connection with the matters referred to
in this announcement and will not be responsible to anyone other
than Anglo American for providing the protections afforded to
clients of Goldman Sachs International, or for providing advice in
relation to the matters referred to in this
announcement.
Morgan
Stanley & Co. International plc ("Morgan Stanley") which is
authorised by the Prudential Regulation Authority and regulated by
the Financial Conduct Authority and the Prudential Regulation
Authority in the UK is acting as financial adviser to Anglo
American and no one else in connection with the matters set out in
this announcement. In connection with such matters, Morgan Stanley,
its affiliates and their respective directors, officers, employees
and agents will not regard any other person as their client, nor
will they be responsible to any other person for providing the
protections afforded to their clients or for providing advice in
relation to the contents of this announcement or any other matter
referred to herein.
General information
In accordance
with Rule 26.1 of the Code, a copy of this announcement will be
available subject to certain restrictions relating to
persons resident in restricted jurisdictions
on Anglo American's website
at www.angloamerican.com
by no later than 12 noon
(London time) on 25 April 2024. The content of the website referred
to in this announcement is not incorporated into and does not form
part of this announcement.
The release,
publication or distribution of this announcement in jurisdictions
outside the United Kingdom may be restricted by law or regulation
and therefore persons into whose possession this announcement comes
should inform themselves about, and observe, such restrictions. Any
failure to comply with the restrictions may constitute a violation
of the securities laws or regulations of any such
jurisdictions.
Disclosure requirements of the
Code
Under Rule
8.3(a) of the Code, any person who is interested in 1% or more of
any class of relevant securities of an offeree company or of any
securities exchange offeror (being any offeror other than an
offeror in respect of which it has been announced that its offer
is, or is likely to be, solely in cash) must make an Opening
Position Disclosure following the commencement of the offer period
and, if later, following the announcement in which any securities
exchange offeror is first identified. An Opening Position
Disclosure must contain details of the person's interests and short
positions in, and rights to subscribe for, any relevant securities
of each of (i) the offeree company and (ii) any securities exchange
offeror(s). An Opening Position Disclosure by a person to whom Rule
8.3(a) applies must be made by no later than 3.30 pm (London time)
on the 10th business day following the commencement of the offer
period and, if appropriate, by no later than 3.30 pm (London time)
on the 10th business day following the announcement in which any
securities exchange offeror is first identified. Relevant persons
who deal in the relevant securities of the offeree company or of a
securities exchange offeror prior to the deadline for making an
Opening Position Disclosure must instead make a Dealing
Disclosure.
Under Rule
8.3(b) of the Code, any person who is, or becomes, interested in 1%
or more of any class of relevant securities of the offeree company
or of any securities exchange offeror must make a Dealing
Disclosure if the person deals in any relevant securities of the
offeree company or of any securities exchange offeror. A Dealing
Disclosure must contain details of the dealing concerned and of the
person's interests and short positions in, and rights to subscribe
for, any relevant securities of each of (i) the offeree company and
(ii) any securities exchange offeror(s), save to the extent that
these details have previously been disclosed under Rule 8. A
Dealing Disclosure by a person to whom Rule 8.3(b) applies must be
made by no later than 3.30 pm (London time) on the business day
following the date of the relevant dealing.
If two or more
persons act together pursuant to an agreement or understanding,
whether formal or informal, to acquire or control an interest in
relevant securities of an offeree company or a securities exchange
offeror, they will be deemed to be a single person for the purpose
of Rule 8.3.
Opening
Position Disclosures must also be made by the offeree company and
by any offeror and Dealing Disclosures must also be made by the
offeree company, by any offeror and by any persons acting in
concert with any of them (see Rules 8.1, 8.2 and
8.4).
Details of the
offeree and offeror companies in respect of whose relevant
securities Opening Position Disclosures and Dealing Disclosures
must be made can be found in the Disclosure Table on the Takeover
Panel's website at www.thetakeoverpanel.org.uk, including details
of the number of relevant securities in issue, when the offer
period commenced and when any offeror was first identified. You
should contact the Panel's Market Surveillance Unit on +44 (0) 20
7638 0129 if you are in any doubt as to whether you are required to
make an Opening Position Disclosure or a Dealing
Disclosure.
Notes to
editors:
Anglo American is a leading global
mining company and our products are the essential ingredients in
almost every aspect of modern life. Our portfolio of world-class
competitive operations, with a broad range of future development
options, provides many of the future-enabling metals and minerals
for a cleaner, greener, more sustainable world and that meet the
fast growing every day demands of billions of consumers. With our
people at the heart of our business, we use innovative practices
and the latest technologies to discover new resources and to mine,
process, move and market our products to our customers - safely and
sustainably.
As a responsible producer of copper,
nickel, platinum group metals, diamonds (through De Beers), and
premium quality iron ore and steelmaking coal - with crop nutrients
in development - we are committed to being carbon neutral across
our operations by 2040. More broadly, our Sustainable Mining Plan
commits us to a series of stretching goals to ensure we work
towards a healthy environment, creating thriving communities and
building trust as a corporate leader. We work together with our
business partners and diverse stakeholders to unlock enduring value
from precious natural resources for the benefit of the communities
and countries in which we operate, for society as a whole, and for
our shareholders. Anglo American is re-imagining mining to improve
people's lives.
www.angloamerican.com