REG - Anglo American PLC - Regulatory information regarding merger of equals

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RNS Number : 8506D  Anglo American PLC  17 October 2025

Anglo American plc ("the Company")

Registered office: 17 Charterhouse Street, London EC1N 6RA

Registered number: 3564138 (incorporated in England and Wales)

LEI: 549300S9XF92D1X8ME43

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH
JURISDICTION

 

FOR IMMEDIATE RELEASE

 

 17 October 2025
 Further regulatory information regarding the merger of equals between Anglo
 American and Teck to form a global critical minerals champion

 On 9 September 2025, Anglo American plc ("Anglo American") and Teck Resources
 Limited ("Teck") announced they have reached an agreement to combine the two
 companies in a merger of equals (the "Merger") to form the Anglo Teck group
 ("Anglo Teck"), a global critical minerals champion, headquartered in Canada.

Capitalised terms used but not otherwise defined in this announcement have the
same meaning given to them in the announcement dated 9 September 2025.

 

UK Listing Rules: further regulatory information

 

The Merger, because of its size in relation to Anglo American, constitutes a
Significant Transaction for the purposes of the UK Listing Rules made by the
Financial Conduct Authority (the "FCA") for the purposes of Part VI of the
Financial Services and Markets Act 2000 (as amended) (the "UKLRs"), and is
therefore notifiable in accordance with UKLR 7.3.1R and 7.3.2R. Additional
details in relation to the Merger, as required under UKLR 7, Annex 2, Part 3
are as set out  below.

 

Significant change

 

Anglo American

 

Save as set out below, there has been no significant change in the financial
position of Anglo American since 30 June 2025, the last period for which
financial information for Anglo American was published:

 

·      On 3 September 2025, Anglo American sold approximately 52.2
million ordinary shares of Valterra Platinum Limited ("Valterra Platinum") at
a price of ZAR845 per share. The sale represented the sale of the entire
approximately 19.9% interest that was retained following the demerger of
Valterra Platinum at the end of May 2025. The sale of shares raised cash
proceeds of approximately US$2.5 billion.

 

Material contracts

 

Anglo American

 

The following is a summary of those material contracts, not being contracts
entered into in the ordinary course of business, which have been entered into
by Anglo American or any member of the Group within the two years immediately
preceding the date of this document and of those other contracts, not being
contracts entered into in the ordinary course of business by any member of the
Group, that contain provisions under which Anglo American and/or any member of
the Group has an obligation or entitlement which is or may be material to the
Group as at the date of this document and which shareholders would require for
the purpose of making a properly informed assessment of the transaction and
its impact on Anglo American:

 

Strategic transactions

 

Demerger of Valterra Platinum

 

On 8 April 2025, Anglo American entered into a demerger agreement with
Valterra Platinum (formerly named Anglo American Platinum) setting out the
primary terms and conditions for the demerger of approximately 51% of the
Anglo American's interest in the platinum group metals business, Valterra
Platinum and the associated share consolidation of Anglo American.

 

In connection with the demerger, Anglo American also entered into certain
ancillary agreements including (i) an indemnity agreement dated 8 April 2025
between Valterra Platinum and Anglo American South Africa Proprietary Limited
("AASA") (a wholly owned subsidiary of Anglo American and an entity in the
Anglo American Group) which provides for a regime to be established, which
became effective on demerger, for the allocation of liabilities arising from
the business of the AAP Group and the business of the Anglo American Group
(excluding the business of the AAP Group) between the AAP Group and the
Anglo American Group, (ii) an umbrella services agreement between
Anglo American Group companies comprising Anglo American Corporate Services
South Africa Proprietary Limited, Anglo American EMEA Shared Services
Proprietary Limited, Anglo American Marketing Limited, and Anglo American
Services (UK) Limited and Valterra Platinum and its subsidiaries, RPML and
AMPL, in relation to technical, human resources, marketing and other services
that will continue to be provided by the Anglo American Group to the AAP
Group for a limited period following the demerger. The demerger was completed
on 31 May 2025.

 

On 3 September 2025, Anglo American entered into a placing agreement with
Merrill Lynch International, The Standard Bank of South Africa Limited, RBC
Europe Limited, Goldman Sachs International and Morgan Stanley & Co.
International plc pursuant to which it sold approximately 52.2m ordinary
shares of Valterra Platinum at a price of ZAR845 per share. The sale was
completed on 4 September 2025 and represented the sale of the entire
approximately 19.9% interest that was retained following the demerger of
Valterra Platinum at the end of May 2025. The sale of shares raised cash
proceeds of approximately US$2.5 billion.

 

Sales agreement with, and mining licences from, the Government of Botswana

 

On 25 February 2025, De Beers and the Government of the Republic of Botswana
(the "Government of Botswana") signed formal new agreements for a 10-year
sales agreement (which may be extended by a further five years) and a 25-year
extension of the mining licences (from 2029 through to 2054) for Debswana.
Debswana operates the Jwaneng and Orapa diamond mines in Botswana and is a
50:50 joint venture between De Beers and the Government of Botswana.

 

Sale of Anglo American's nickel business

 

On 18 February 2025, Anglo American and MMG Singapore Resources Pte. Ltd (a
wholly owned subsidiary of MMG Limited) entered into a definitive agreement
for the sale of Anglo American's nickel business in Brazil for cash
consideration of up to US$500 million. The agreed cash consideration of up to
US$500 million comprised an upfront cash consideration of US$350 million at
completion; the potential for up to US$100 million in a price-linked earnout;
and contingent cash consideration of $50 million linked to the Final
Investment Decision (FID) for the development projects. Completion is subject
to outstanding regulatory approvals and is expected in Q4 2025.

 

Sale of steelmaking coal business to Peabody

 

On 25 November 2024, certain Anglo American entities entered into an agreement
to sell their portfolio of steelmaking coal mines that they operate in
Australia to Peabody for a cash consideration of up to US$3.775 billion. Under
the terms of the agreement, Peabody's agreed cash consideration of up to
US$3.775 billion comprised an upfront cash consideration of US$2.05 billion at
completion; deferred cash consideration of US$725 million; the potential for
up to US$550 million in a price-linked earnout; and contingent cash
consideration of US$450 million linked to the reopening of the Grosvenor mine.

 

Sale of minority interest in Jellinbah Group

 

On 4 November 2024, Anglo American entered into an agreement for the sale of
its 33.3% minority interest in Jellinbah Group Pty Ltd, a joint venture that
owns a 70% interest in the Jellinbah East and Lake Vermont steelmaking coal
mines in Australia to Zashvin Pty Ltd for cash proceeds of A$1.6 billion. The
sale was completed in January 2025.

 

Acquisition of Serra da Serpentina

 

On 21 February 2024, Anglo American entered into an agreement to acquire and
integrate the contiguous Serra da Serpentina ("Serpentina") high quality iron
ore resource previously owned by Vale SA ("Vale") into Anglo American's
Minas-Rio operation in Brazil, which was completed on 2 December 2024. Under
the terms of the agreement, Vale transferred Serpentina and paid US$157.5
million in cash at completion in return for a 15% shareholding in the enlarged
Minas-Rio. If the average benchmark 62% CIF iron ore price remains above
US$100/t or below US$80/t for four years post completion, a purchase price
adjustment payment will be made to Anglo American or Vale, respectively, in
line with an agreed formula. Vale also has an option to acquire an additional
15% shareholding in the enlarged Minas-Rio for cash if and when certain events
relating to a future expansion of Minas-Rio occur, with value to be determined
at the time of option exercise. The enlarged Minas-Rio will have the option to
utilise Vale's nearby rail line and Tubarão port to transport expanded output
as an alternative to the construction of a second pipeline to Anglo American's
current port facility at Açu. The transaction does not include or affect
Anglo American's 50% interest in the iron ore export facility at the port of
Açu.

 

Teck

 

The following is a summary of those material contracts, not being contracts
entered into in the ordinary course of business, which have been entered into
by Teck or any member of the Teck Group within the two years immediately
preceding the date of this document and of those other contracts, not being
contracts entered into in the ordinary course of business by any member of the
Teck Group, that contain provisions under which Teck and/or any member of the
Teck Group has an obligation or entitlement which is or may be material to the
Group as at the date of this document and which shareholders would require for
the purpose of making a properly informed assessment of the transaction and
its impact on Anglo American:

 

Sale of steelmaking coal business

 

On 13 November 2023, certain Teck entities entered into a share purchase
agreement with Glencore for the sale of Teck's remaining 77% interest in its
steelmaking coal business. The sale completed on 11 July 2024 for total
consideration of US$7.3 billion, excluding customary closing adjustments.

 

Waneta

 

In 2018, Teck Group sold its two-thirds interest in the Waneta Dam to BC
Hydro. In connection with the sale, TML entered into a 20-year arrangement
with BC Hydro with an option at TML's discretion to extend for an additional
10 years, to produce power for Teck's Trail Operations. The Waneta
Transmission Agreement with BC Hydro, entered into as part of the arrangement,
retains a prior TML obligation to provide for the firm delivery of energy and
capacity from Waneta to BC Hydro until 2036. If TML fails to deliver power as
provided for in the agreement, it could be required to purchase replacement
power in the open market or to pay liquidated damages to BC Hydro based on the
market rate for power at the time of the shortfall. These costs are generally
not covered by Teck Group insurance policies and TML could incur substantial
costs, especially if the shortfall is protracted.

 

Litigation

 

Anglo American

 

Save as set out below, there are no, and have not been, any governmental,
legal or arbitration proceedings (including any such proceedings which are
pending or threatened of which Anglo American is aware) which may have, or
have had during the 12 months preceding the date of this document, a
significant effect on Anglo American's or the Anglo American Group's financial
position or profitability:

 

·      On 23 September 2025, the Group initiated arbitration proceedings
against Peabody Energy ("Peabody"), in connection with Peabody's alleged
wrongful termination of the share and asset purchase agreement and the share
purchase agreement, each dated 25 November 2024, to acquire Anglo American's
steelmaking coal business in Australia (together the "Purchase Agreements")
citing a material adverse change ("MAC") due to an ignition event at the
Moranbah North Mine on 31 March 2025. Anglo American firmly believes that the
event that occurred on 31 March 2025 at the mine does not constitute a MAC
under the Purchase Agreements and has therefore initiated arbitration
proceedings, seeking declarations of wrongful termination, damages, and
related relief.

 

·      In October 2020, an application was initiated against Anglo
American South Africa Proprietary Limited ("AASA") seeking compensation for
persons residing in Zambia who are alleged to have suffered from lead
poisoning from the Kabwe mine, alleging AASA is responsible. On 15 December
2023, the High Court of South Africa issued a judgment dismissing the
claimants' application for certification and ruled that the applicants pay the
costs incurred by AASA in responding to the application. In its judgment, the
court recognised the multiple legal and factual flaws in the claims made
against AASA and deemed that it is not in the interests of justice for the
class action to proceed. The claimants have filed an appeal against the
December 2023 ruling. In light of the pending appeal lodged by the claimants,
the outcome of this litigation remains subject to significant uncertainty, and
no provision has been recognised by Anglo American for this matter.

 

Teck

 

Save as set out below, there are no, and have not been, any governmental,
legal or arbitration proceedings (including any such proceedings which are
pending or threatened of which Teck is aware) which may have, or have had
during the 12 months preceding the date of this document, a significant effect
on Teck's or the Teck group's ("Teck Group") financial position or
profitability:

 

·      In June 2006, Teck Metals Ltd. ("TML") and Teck American Inc.
("TAI"), both Teck subsidiaries, entered into a settlement agreement with the
U.S. Environmental Protection Agency (the "EPA") and the United States under
which TAI is paying for and conducting a remedial investigation and
feasibility study ("RI/FS") of the Upper Columbia River study area in
Washington State under the oversight of the EPA. The Upper Columbia River
study area covers approximately 150 miles of the Columbia River from the Grand
Coulee Dam to the Canada-United States border and adjacent lands. There is no
set schedule for completing the RI/FS. The RI/FS assesses the risk present in
the study area from hazardous substances and evaluates remediation options to
address those risks.

 

·      In 2004 and 2005, the Confederated Tribes of the Colville
Reservation ("CCT") and State of Washington filed legal claims against TML in
the Federal District Court for the Eastern District of Washington to recover
natural resource damages and response costs under the U.S. Comprehensive
Environmental Response, Compensation, and Liability Act concerning historical
discharges of slag and effluent from the Trail metallurgical facility to the
Upper Columbia River. A trial date has not yet been set.

 

·      In 2024, Teck completed the sale of its steelmaking coal business
to Nippon Steel Corporation ("NSC"), Glencore plc ("Glencore") and POSCO in
separate transactions.

 

Pursuant to the terms of the steelmaking coal business sale transaction with
Glencore, Teck agreed to indemnify Glencore for a portion of certain water
related liabilities. In July 2024, the Public Prosecution Service of Canada
charged Teck Coal Limited, then a member of the Teck Group and subsequently
indirectly sold as part of the steelmaking coal business, with five counts of
violating s.36(3) of Canada's Fisheries Act. Glencore notified Teck that it is
seeking indemnification with respect to liabilities arising out of these
charges.

 

In addition, in July 2025, NSC and Glencore provided separate notices of claim
to Teck seeking indemnification with respect to certain representations and
warranties and covenants contained in their respective agreements for the sale
of the steelmaking coal business. The outcome of these indemnification claims
remains subject to significant uncertainty.

 

 

Clare Davage

Deputy Company Secretary

Anglo American plc

 

 

Group terminology

In this document, 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 has been prepared by Anglo American plc ("Anglo American")
in connection with its proposed combination with Teck Resources Limited
("Teck") to form the Anglo Teck group (the "Merger"). The release,
presentation, publication or distribution of this announcement, in whole or in
part, in certain jurisdictions may be restricted by law or regulation and
persons into whose possession the document comes should inform themselves
about, and observe, any such restrictions.

 

Forward-looking statements and third party information

This document includes forward-looking statements. All statements other than
statements of historical facts included in this document, 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) 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.
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
our information systems, natural catastrophes or adverse geological
conditions, climate change and extreme weather events, the outcome of
litigation or regulatory proceedings, 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. These
forward-looking statements speak only as of the date of this document. 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 document 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 document 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, 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.

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