REG - Anglo American PLC - Anglo American publishes shareholder circular

Anglo AmericanAnnouncement

10/11/2025 11:00

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RNS Number : 8567G  Anglo American PLC  10 November 2025

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 10 November 2025
 Anglo American publishes shareholder circular for merger of equals with Teck

On 9 September 2025, Anglo American plc ("Anglo American") and Teck Resources
Limited ("Teck") announced that they had reached an agreement to combine the
two groups in a merger of equals (the "Merger") to form the Anglo Teck group
("Anglo Teck"), a global critical minerals champion, headquartered in Canada.
Certain further regulatory information regarding the Merger was announced by
Anglo American on 17 October 2025.

Representing the critical next step in the Merger process, Anglo American has
today published a notice of general meeting and circular to Shareholders (the
"Circular") seeking the approval by Shareholders of recommended proposals in
connection with the implementation of the Merger (the "Proposals") at a
general meeting to be held at 17:30 (UK time) on Tuesday, 9 December 2025 (the
"General Meeting").

 

Duncan Wanblad, CEO of Anglo American, said: "We believe the formation of
Anglo Teck as a global critical minerals champion will unlock outstanding
value for both companies' shareholders and stakeholders, in the near term
through a unique combination of available industrial and other synergies, and
longer term through enhanced portfolio quality, resilience and strategic
positioning. Bringing together the strengths of both companies, Anglo Teck
will leverage proven capabilities in technical and operational excellence,
sustainability, product marketing and project execution to deliver
significant, value-accretive growth through the cycle.

"Anglo Teck will benefit from an industry-leading portfolio of producing
operations - as one of the world's largest copper producers, alongside
high-quality premium iron ore and zinc businesses - with exceptional growth
optionality across its current product portfolio and in crop nutrients.
Together, we are propelling Anglo Teck to the forefront of our industry in
terms of growing the supply of responsibly produced critical minerals."

 

Additional information

The Circular contains further details in relation to the recommended
Proposals. The Merger is conditional on the approval of the resolution
relating to the allotment and issue of new shares to, or on behalf of, the
shareholders and option holders of Teck in connection with the Merger. The
Merger is not conditional on the approval of the other Proposals to be voted
on at the General Meeting.

The Circular is available on the website of Anglo American at:

https://www.angloamerican.com/investors/anglo-american-teck-merger
(https://www.angloamerican.com/investors/anglo-american-teck-merger)

Shareholders are advised to read the Circular with care and in full.

In accordance with UK Listing Rule 6.4.1, a copy of the Circular has been
submitted to the Financial Conduct Authority and will shortly be available for
inspection via the National Storage Mechanism.

Teck will also file the Teck Circular in respect of the special meeting of
Teck Shareholders to approve the proposed Merger which is expected to be held
on the same date as the General Meeting. The Teck Circular contains further
information on the proposed Merger and will be available on Teck's website at
https://www.teck.com/reports (https://www.teck.com/reports) and on Teck's
issuer profiles on SEDAR+ (www.sedarplus.ca (https://www.sedarplus.ca/home/) )
and EDGAR (www.sec.gov (http://www.sec.gov) ), the electronic filings systems
in Canada and the U.S.

 

Indicative timetable for the General Meeting

The General Meeting will be held at 17:30 (UK time) on Tuesday, 9 December
2025 at the offices of Linklaters LLP, One Silk Street, London EC2Y 8HQ,
United Kingdom.

The following are the indicative dates and times that will apply to the
matters proposed at the General Meeting, which are based on current
expectations and are subject to change. If any of the expected dates and/or
times change, Anglo American will give notice of the change by issuing an
announcement via RNS and SENS.

All references to time in the timetable below are to London (UK) time unless
otherwise stated. At the date of publication, London (UK) time is two hours
behind South Africa time.

 

 Principal events                                                                   Indicative time and/or date
 Record date for Shareholders to receive the Circular                               Friday, 31 October 2025
 Publication of the Circular                                                        Monday, 10 November 2025
 Filing of the Teck Circular                                                        Monday, 10 November 2025
 Last day to trade Shares on the SA Register in order to participate in the         Tuesday, 2 December 2025
 General Meeting
 Latest time and date for receipt of Form of Proxy for the General Meeting          17:30 on Friday, 5 December 2025
 Latest time and date for appointing a proxy for the General Meeting by way of      17:30 on Friday, 5 December 2025
 CREST Proxy Instruction
 Voting record time for Shareholders in respect of the General Meeting              18:30 on Friday, 5 December 2025
 General Meeting                                                                    17:30 on Tuesday, 9 December 2025
 Special meeting of Teck Shareholders                                               19:00 on Tuesday, 9 December 2025
 Announcement of results of General Meeting                                         Tuesday, 9 December 2025 (after the General Meeting)
 Announcement of results of special meeting of Teck Shareholders                    Tuesday, 9 December 2025 (after the Teck Shareholder meeting)

Any capitalised terms not defined in this announcement shall have the meaning
given to such terms in the Circular.

 

 

For further information, please contact:

 

 Media                                                                              Investors

 UK                                                                                 UK

 James Wyatt-Tilby                                                                  Tyler Broda

 james.wyatt-tilby@angloamerican.com                                                tyler.broda@angloamerican.com
 (mailto:james.wyatt-tilby@angloamerican.com)

                                                                                  Tel: +44 (0)20 7968 1470
 Tel: +44 (0)20 7968 8759

                                                                                  Emma Waterworth
 Marcelo Esquivel                                                                   emma.waterworth@angloamerican.com (mailto:Emma.waterworth@angloamerican.com)

Tel: +44 (0) 20 7968 8574
 marcelo.esquivel@angloamerican.com (mailto:marcelo.esquivel@angloamerican.com)

 Tel: +44 (0)20 7968 8891

                                                                                  Michelle West-Russell

                                                                                  michelle.west-russell@angloamerican.com
 Rebecca Meeson-Frizelle                                                            (mailto:michelle.west-russell@angloamerican.com)

 rebecca.meeson-frizelle@angloamerican.com                                          Tel: +44 (0)20 7968 1494
 (mailto:rebecca.meeson-frizelle@angloamerican.com)

 Tel: + 44 (0)20 7968 1374

                                                                                  Asanda Malimba

                                                                                  asanda.malimba@angloamerican.com
 South Africa

                                                                                  Tel: +44 (0)20 7968 8480
 Nevashnee Naicker

 nevashnee.naicker@angloamerican.com

 Tel: +27 (0)11 638 3189

 Ernest Mulibana
 ernest.mulibana@angloamerican.com (mailto:ernest.mulibana@angloamerican.com)

 Tel: +27 (0)82 263 7372

 

Notes:

Anglo American is a leading global mining company focused on the responsible
production of copper, premium iron ore and crop nutrients - future-enabling
products that are essential for decarbonising the global economy, improving
living standards, and food security. Our portfolio of world-class operations
and outstanding resource endowments offers value-accretive growth potential
across all three businesses, positioning us to deliver into structurally
attractive major demand growth trends.

 

Our integrated approach to sustainability and innovation drives our
decision-making across the value chain, from how we discover new resources to
how we mine, process, move and market our products to our customers - safely,
efficiently and responsibly. Our Sustainable Mining Plan commits us to a
series of stretching goals over different time horizons to ensure we
contribute to a healthy environment, create thriving communities and build
trust as a corporate leader. We work together with our business partners and
diverse stakeholders to unlock enduring value from precious natural resources
for our shareholders, for the benefit of the communities and countries in
which we operate, and for society as a whole. Anglo American is re-imagining
mining to improve people's lives.

 

Anglo American is currently implementing a number of major structural changes
to unlock the inherent value in its portfolio and thereby accelerate delivery
of its strategic priorities of Operational excellence, Portfolio
simplification, and Growth. The sale of our steelmaking coal and nickel
businesses and the separation of our iconic diamond business (De Beers)
continue to progress and, once completed, will focus Anglo American on its
world-class resource asset base in copper, premium iron ore and crop
nutrients.

 

www.angloamerican.com (http://www.angloamerican.com)

 

 

 

 

Group terminology

In this announcement, references to "Anglo American", the "Anglo American
Group", the "Group", "we", "us", and "our" are to refer to either Anglo
American plc and its subsidiaries and/or those who work for them generally, or
where it is not necessary to refer to a particular entity, entities or
persons. The use of those generic terms herein is for convenience only, and is
in no way indicative of how the Anglo American Group or any entity within it
is structured, managed or controlled. Anglo American subsidiaries, and their
management, are responsible for their own day-to-day operations, including but
not limited to securing and maintaining all relevant licences and permits,
operational adaptation and implementation of Group policies, management,
training and any applicable local grievance mechanisms. Anglo American
produces group-wide policies and procedures to ensure best uniform practices
and standardisation across the Anglo American Group but is not responsible for
the day to day implementation of such policies. Such policies and procedures
constitute prescribed minimum standards only. Group operating subsidiaries are
responsible for adapting those policies and procedures to reflect local
conditions where appropriate, and for implementation, oversight and monitoring
within their specific businesses.

Disclaimer

This announcement is for information purposes only and does not constitute,
nor is to be construed as, an offer to sell or the recommendation,
solicitation, inducement or offer to buy, subscribe for or sell shares in
Anglo American or any other securities by Anglo American or any other party.
Further, it should not be treated as giving investment, legal, accounting,
regulatory, taxation or other advice and has no regard to the specific
investment or other objectives, financial situation or particular needs of any
recipient.

Forward-looking statements and third party information

This announcement and the Circular include forward-looking statements, beliefs
or opinions. All statements other than statements of historical facts included
in this announcement and the Circular, including, without limitation, those
regarding Anglo American's and Teck's financial position, business,
acquisition and divestment strategy, dividend policy, plans and objectives of
management for future operations, prospects and projects (including
development plans and objectives relating to Anglo American's and Teck's
products, production forecasts and Ore Reserve and Mineral Resource
positions), expected synergies (including those set out in the Circular) and
sustainability performance related (including environmental, social and
governance) goals, ambitions, targets, visions, milestones and aspirations,
are forward-looking statements. By their nature, such forward-looking
statements involve known and unknown risks, uncertainties and other factors
which may cause the actual results, performance or achievements of Anglo
American and Teck or industry results to be materially different from any
future results, performance or achievements expressed or implied by such
forward-looking statements. We intend all forward-looking statements that are
within the meaning of Section 27A of the Securities Act of 1933 and Section
21E of the Securities Exchange Act of 1934 to be covered by the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995 to the
fullest extent provided by such Act.

Such forward-looking statements are based on numerous assumptions regarding
Anglo American's and Teck's present and future business strategies and the
environment in which Anglo American and Teck will operate in the future. In
particular, the assessment and quantification of potential synergies as set
out in the Circular have been informed by Anglo American and Teck management
teams' industry expertise and knowledge. The synergy assumptions have been
risk adjusted and have been made based on certain assumptions and there can be
no assurance that the synergies will be achieved. Important factors that could
cause Anglo American's and Teck's actual results, performance or achievements
to differ materially from those in the forward-looking statements include,
among others, levels of actual production during any period, levels of global
demand and product prices, unanticipated downturns in business relationships
with customers or their purchases from Anglo American and Teck, mineral
resource exploration and project development capabilities and delivery,
recovery rates and other operational capabilities, safety, health or
environmental incidents, the effects of global pandemics and outbreaks of
infectious diseases, the impact of attacks from third parties on information
systems, natural catastrophes or adverse geological conditions, climate change
and extreme weather events, the outcome of litigation or regulatory
proceedings, the outcome of negotiations with joint venture partners, the
availability of mining and processing equipment, the ability to obtain key
inputs in a timely manner, the ability to produce and transport products
profitably, the availability of necessary infrastructure (including
transportation) services, the development, efficacy and adoption of new or
competing technology, challenges in realising resource estimates or
discovering new economic mineralisation, the impact of foreign currency
exchange rates on market prices and operating costs, the availability of
sufficient credit, liquidity and counterparty risks, the effects of inflation,
terrorism, war, conflict, political or civil unrest, uncertainty, tensions and
disputes and economic and financial conditions around the world, evolving
societal and stakeholder requirements and expectations, shortages of skilled
employees, unexpected difficulties relating to acquisitions or divestitures,
competitive pressures and the actions of competitors, activities by courts,
regulators and governmental authorities such as in relation to permitting or
forcing closure of mines and ceasing of operations or maintenance of Anglo
American's and Teck's assets and changes in taxation or safety, health,
environmental or other types of regulation in the countries where Anglo
American and Teck operate, conflicts over land and resource ownership rights
and such other risk factors identified in Anglo American's most recent Annual
Report and Teck's most recent Annual Information Form and subsequent filings
on SEDAR+ and EDGAR. Forward-looking statements should, therefore, be
construed in light of such risk factors and undue reliance should not be
placed on forward-looking statements. For details of the bases of belief and
assumptions of the Board for the expected synergies, please see paragraph 3 of
Part V (Additional Information) of the Circular. These forward-looking
statements speak only as of the date of this announcement and the Circular.
Anglo American expressly disclaims any obligation or undertaking (except as
required by applicable law, the City Code on Takeovers and Mergers, the UK
Listing Rules, the Disclosure Guidance and Transparency Rules of the Financial
Conduct Authority, the Listings Requirements of the securities exchange of the
JSE Limited in South Africa, the SIX Swiss Exchange, the Botswana Stock
Exchange and the Namibian Stock Exchange and any other applicable regulations)
to release publicly any updates or revisions to any forward-looking statement
contained herein to reflect any change in Anglo American's and Teck's
expectations with regard thereto or any change in events, conditions or
circumstances on which any such statement is based.

Nothing in this announcement or the Circular should be interpreted to mean
that future earnings per share of Anglo American and Teck will necessarily
match or exceed their historical published earnings per share. Certain
statistical and other information included in this announcement and the
Circular is sourced from third party sources (including, but not limited to,
externally conducted studies and trials). As such it has not been
independently verified and presents the views of those third parties, but may
not necessarily correspond to the views held by Anglo American and Teck, and
Anglo American and Teck expressly disclaim any responsibility for, or
liability in respect of, such information.

Alternative Performance Measures

Throughout this announcement and the Circular, a range of financial and
non-financial measures are used, including a number of financial measures that
are not defined or specified under IFRS (International Financial Reporting
Standards), which are termed 'Alternative Performance Measures' (APMs) or
non-GAAP measures. Management uses these measures to monitor the Group's
financial performance alongside IFRS measures to improve the comparability of
information between reporting periods and the businesses. These APMs should be
considered in addition to, and not as a substitute for, or as superior to,
measures of financial performance, financial position or cash flows reported
in accordance with IFRS. APMs are not uniformly defined by all companies,
including those in the Group's industry. Accordingly, it may not be comparable
with similarly titled measures and disclosures by other companies.

©Anglo American Services (UK) Ltd 2025.  (TM) and (TM) are trademarks of
Anglo American Services (UK) Ltd.

 

 

Legal Entity Identifier: 549300S9XF92D1X8ME43

 

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