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 SUCH
JURISDICTION.
THIS ANNOUNCEMENT IS NOT AN
ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF
THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE"). THERE CAN BE
NO CERTAINTY THAT ANY FIRM OFFER WILL BE MADE.
THIS ANNOUNCEMENT CONTAINS INSIDE
INFORMATION.
26 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
Rejection of BHP
Proposal
Further to the announcement by Anglo
American plc ("Anglo American") on 24 April, the Board of Anglo
American (the "Board") provides an update regarding the
unsolicited, non-binding and highly conditional combination
proposal from BHP Group Limited ("BHP") (the
"Proposal").
The Proposal comprised an all-share
offer for Anglo American by BHP, with a requirement for Anglo
American to complete two separate demergers of its entire
shareholdings in Anglo American Platinum Limited and Kumba Iron Ore
Limited to Anglo American shareholders. The all-share offer and
required demergers would be inter-conditional.
The Board has considered the Proposal
with its advisers and concluded that the Proposal significantly
undervalues Anglo American and its future prospects.
In addition, the Proposal
contemplates a structure which the Board believes is highly
unattractive for Anglo American's shareholders, given the
uncertainty and complexity inherent in the Proposal, and
significant execution risks.
The Board has therefore unanimously
rejected the Proposal.
Stuart Chambers, Chairman of Anglo
American, commented:
"Anglo American is well positioned
to create significant value from its portfolio of high quality
assets that are well aligned with the energy transition and other
major demand trends. With copper representing 30% of Anglo
American's total production, and with the benefit of well-sequenced
and value-accretive growth options in copper and other structurally
attractive products, the Board believes that Anglo American's
shareholders stand to benefit from what we expect to be significant
value appreciation as the full impact of those trends
materialises.
"The BHP proposal is opportunistic
and fails to value Anglo American's prospects, while significantly
diluting the relative value upside participation of Anglo
American's shareholders relative to BHP's shareholders. The
proposed structure is also highly unattractive, creating
substantial uncertainty and execution risk borne almost entirely by
Anglo American, its shareholders and its other stakeholders. Anglo
American has defined clear strategic priorities - of
operational excellence, portfolio, and growth -
to deliver full value potential and is
entirely focused on that delivery."
Anglo American shareholders are
advised to take no action in relation to the possible offer. A
further announcement will be made as and when appropriate. There
can be no certainty that any firm offer will be made.
Under Rule 2.6(a) of the Takeover
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 Takeover 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 Takeover
Code applies. This deadline will only be extended with the consent
of the Takeover Panel in accordance with Rule 2.6(c) of the
Takeover Code.
This announcement is not being made
with the agreement or approval of BHP.
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
|
|
|
The person responsible for this announcement is
Richard Price, Legal & Corporate Affairs Director (Company
Secretary), Anglo American plc.
Sources and
bases of information
The percentage contribution of copper to Anglo
American's total production is as per the Q1 2024 Production
Report.
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 the business day following the date of this
announcement. 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.