REG - Anglo American PLC BHP Group Limited - Rejection of BHP Proposal

Anglo AmericanAnnouncement

26/04/2024 07:15

For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20240426:nRSZ1839Ma&default-theme=true

RNS Number : 1839M  Anglo American PLC  26 April 2024

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                                            UK

 James Wyatt-Tilby                             Paul Galloway

 james.wyatt-tilby@angloamerican.com           paul.galloway@angloamerican.com

 Tel: +44 (0)20 7968 8759                      Tel: +44 (0)20 7968 8718

 Marcelo Esquivel                              Tyler Broda

 marcelo.esquivel@angloamerican.com            tyler.broda@angloamerican.com

 Tel: +44 (0)20 7968 8891                      Tel: +44 (0)20 7968 1470

 Rebecca Meeson-Frizelle                       Emma Waterworth

 rebecca.meeson-frizelle@angloamerican.com     emma.waterworth@angloamerican.com

 Tel: +44 (0)20 7968 1374                      Tel: +44 (0)20 7968 8574

 South Africa                                  Juliet Newth

 Nevashnee Naicker                             juliet.newth@angloamerican.com

 nevashnee.naicker@angloamerican.com           Tel: +44 (0)20 7968 8830

 Tel: +27 (0)11 638 3189

                                               Michelle Jarman

michelle.jarman@angloamerican.com
 Sibusiso Tshabalala

                                             Tel: +44 (0)20 7968 1494
 sibusiso.tshabalala@angloamerican.com

 Tel: +27 (0)11 638 2175

 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

 

 

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
(http://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.

 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  STRSEUSIMELSEIL