REG - Anglo American PLC BHP Group Limited - Statement re Possible Offer for Anglo American

Anglo AmericanAnnouncement

25/04/2024 07:00

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RNS Number : 9422L  Anglo American PLC  24 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 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                                            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

 

 Linklaters LLP is retained as legal adviser to Anglo American.

 

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
(http://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

 

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